These general terms and conditions (the "Terms") (as supplemented or amended from time to time) form an integral part of the Onramper sign up form (the "Sign Up Form" and together with the Terms, "Agreement"). By signing up through the Sign Up Form and/or using the Service and Software, you (the "Partner") acknowledge, accept, agree to the Terms.
0. Definitions
In addition to terms elsewhere defined in the Agreement, the following definitions shall have the following meaning:
"API" means the application programming interface as built, developed, managed, owned, controlled and maintained by Onramper.
"Onramper" means Onramper Technologies B.V. a limited liability company, incorporated under the laws of the Netherlands and having its registered office in Amsterdam, the Netherlands.
"Software" means the software owned, controlled, managed and maintained by Onramper that hosts the Widget and API and that aggregates fiat-to-crypto software offered by Fiat Gateways within a single easy-to-implement interface that can be integrated and displayed by the Partner within its own application, wallet, exchange or website. The number of available onramps depends on the type of subscription and is susceptible to changes.
"Widget" means the embeddable widget as built, managed, owned and maintained by Onramper.
1.1 Subject to the terms and conditions of this Agreement, Onramper grants the Partner a non-exclusive, worldwide, revocable, limited license to during the Term of this Agreement, copy, display, perform, use and/or integrate the Software within the Partner’s own application(s), wallet(s), exchange(s) or website(s) to give customers of the Partner, who are consumers (the “End-Users”) the ability to access/use the Software.
1.2 Onramper may immediately suspend and revoke the license granted under this Agreement at any time if the Partner uses Onramper in a manner prohibited by this Agreement, or if the Partner breaches any of the terms or conditions contained in this Agreement.
1.3 Onramper does not sell or transfer to Partner, and Partner does not have the right to sub-license the Software or any of the intellectual property rights covering or related to the Software, which may include, but is not limited to, all rights, titles, patents, trade names, trademarks (whether registered or unregistered), copyrights, design rights, trade secrets embodied by or contained in the Software and the documentation related thereto.
1.4 The Partner may only integrate or display the Software on its own application, wallet, exchange or website, and shall notify Onramper of where the Software is being integrated or displayed before doing so.
1.5 Onramper may at any time end the license provided to the Partner, due to changes in regulatory climate, changes in the nature of the Partner’s business, or for any reason related to fraud prevention, chargeback rates, or for any reason related to Onramper’s own internal KYC/AML policies or the KYC/AML policies of the Fiat Gateways, without considering any notice period and/or being obliged to pay Partner any compensation.
2.1 Onramper is a provider of technical infrastructure. Onramper’s services are limited to using best efforts to keep the Software online and functional to ensure End-Users can access and use the Software (together: the “Services”). No warranties are given with regards to uptime of Onramper’s Software, Services or any of the services offered by Fiat Gateways, the availability or continuity of Fiat Gateways, and the Software may be temporarily offline for a variety of reasons such as bugs, downtime of gateways, maintenance, server issues, attacks etc. Any circumstances of such nature outside Onramper’s direct sphere of influence are considered force majeure circumstances.
2.2 The Services specifically exclude the selling of cryptocurrencies or the converting of fiat currencies into cryptocurrencies for the Partner or its end-users.
2.3 Onramper is not party to any transactions which may occur between End-Users and third-party Fiat Gateways, meaning any terms and conditions applicable to transactions between End-Users and third-party Fiat Gateways are governed by the relevant agreement(s) in place between End-Users and Fiat Gateways. Onramper does not take custody of End-Users’ funds at any stage, and Onramper does not and cannot provide customer support of any kind for transactions between End-Users and Fiat Gateways, including, but not limited to, customer support regarding identification procedures and transaction monitoring, fraud-detection, cancellations, chargebacks, refunds and transaction limits.
2.4 Onramper may provide or make updates or changes to the Software at any time at its own discretion, which may be made available to the Partner automatically in case the Partner has integrated the Widget through an embed/iframe or similar technique. In case the Software is implemented in any other way than iframing the Widget, any updates or changes to the Software as electronically published by Onramper may require action on the Partner’s part before receiving these updates or using the Software. Additionally, such updates or changes may, without action being taken on the Partner’s part, result in the Partner’s implementation of the software breaking, becoming defective or unavailable, or otherwise becoming unfit for usage by End-Users, without this resulting in any liability on the side of Onramper
4.1 All information relating to the Partner or Onramper and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be expected to be or deemed confidential by reason of its nature or content (together, the “Confidential Information”) is to be kept confidential, meaning not to be shared to parties outside of those mentioned in this Agreement, except as is necessary in the performance of this Agreement.
4.2 The following data is to be considered confidential information in any case:
The terms and conditions of this Agreement;
The applicable fees;
Any forward-looking information or plans;
Financial data; and
All information decks, product guides and other documents or files with information regarding the Software that is not available to the general public.
4.3 Each party undertakes all necessary steps to protect the confidential nature of the Confidential Information of the other party, including, but not limited to, taking measures to ensure Confidential Information is only shared or accessible by directors, personnel and representatives of the parties which have a need to access such information in order to exercise the rights and obligations stipulated in this Agreement.
4.4 The obligation to maintain confidentiality does not apply to information that is:
Available to the general public;
Developed independently of the Confidential Information by the other party (without containing Confidential Information); or
to be shared as a result of mandatory provisions of applicable law, a decision of a court or an administrative order.
5.1 Partner shall use commercially reasonable efforts to prominently display and actively promote Onramper’s Software to its End-Users, with the goal of maximising financial benefit for both Onramper and the Partner.
5.2 In case the Partner decides to integrate the Software by integrating or implementing the API, or otherwise implementing the Software without iframing the Widget, the Partner shall ensure that:
the API is used in accordance with the specifications and documentation provided by Onramper, insofar these are available;
the Partner will update its implementation or integration in a reasonable amount of time in case updates to the Software made by Onramper result in the Partner’s implementation or integration becoming non-functional, defective, or otherwise unfit for usage;
it is impossible for End-Users to transact with and make use of the services provided by any third-party Fiat Gateway without first:
a) Being correctly informed about information about applicable fees and (expected) conversion rates, as well as expected transaction times;
b) agreeing with Onramper’s privacy policy for End-Users, as well as Onramper’s Terms of Use concerning usage of the Software by End-Users; and
c) agreeing with any relevant terms and conditions, agreements, policies, or any equivalents thereto by whatever name that is made applicable by Fiat Gateways to their services, as well as their privacy policy.
a) Being correctly informed about information about applicable fees and (expected) conversion rates, as well as expected transaction times;
b) agreeing with Onramper’s privacy policy for End-Users, as well as Onramper’s Terms of Use concerning usage of the Software by End-Users; and
c) agreeing with any relevant terms and conditions, agreements, policies, or any equivalents thereto by whatever name that is made applicable by Fiat Gateways to their services, as well as their privacy policy.
5.3 In case the Partner specifies the receiving cryptocurrency wallet address for the End-User, or deposits cryptocurrency bought by End-Users in the Partner’s or any of its affiliates’ wallets to credit users with corresponding balances in the Partner’s or any of its affiliates’ platform(s), or takes custody of cryptocurrency bought from Fiat Gateways for the End-User or otherwise credits End-Users with balances corresponding to the cryptocurrency acquired by the End-User in any way, shape or form, the Partner warrants that:
it will be solely responsible for ensuring the correct wallet address is used,
it will always credit the full amount of cryptocurrency or corresponding value acquired by End-Users to the End-User, and
it is solely responsible for tracking which End-User is to be credited with what amount.
5.4 Partner further warrants:
that it understands that this Agreement is not be interpreted as a legal/compliance service or an advice or opinion of Onramper as to the legality of the Partner’s products or services and/or the Partner’s intended use of the Software. The Partner is and remains solely responsible to ensure its websites, products, and services are compliant with applicable laws in its country of origin and the countries its customers are based in;
that it shall, during the Term of this Agreement, not seek to solicit or procure individual agreements, whether directly or indirectly, with the Fiat Gateways aggregated within Onramper’s product, except for with the express written permission from Onramper.
to never collect, store or process any user-inputted data, being any data that is input by users and sent to Fiat Gateways using the Software;
to not display or implement the Software in any applications, websites, wallets, or exchanges not owned by the partner and to not implement the Software on any applications, websites, wallets, or exchanges owned by the partner without first notifying Onramper of their intent to display or implement the Software on such applications, websites, wallets, or exchanges.
to not implement the Software in any applications, websites, wallets, or exchanges that are:
a) involved in any sort of illegal activity,
b) involved with or otherwise display pornographic content or content related to illegal activity, or
c) that contain or otherwise link to any viruses, worms, Trojan horses, trap doors, or any other code, file, or program designed to disrupt, disable, damage, or limit the functionality of any software, system, or equipment.
5.5 In case the Partner integrates or makes the Software available on any website, or application related to gambling, the Partner will only make use of the gateways that are available for implementation this category of websites or applications in its integration. The Partner shall inquire with Onramper as to which Fiat Gateways these are.
5.6 The Partner shall comply with the financial promotion restrictions and requirements as from time to time promulgated by the financial competition authorities (including the UK financial conduct authority; the "FCA"). The Partner shall not make any unlawful financial promotions under any applicable law.
5.7 During the term of the Agreement, Partner agrees to comply with and adhere to the restrictions set out in Annex 1. Furthermore, when promoting, advertising or otherwise marketing its products or services (including inviting, soliciting, enticing or otherwise inducing consumers and/or end users to engage in any investment activity or financial transaction (including use, trade, acquire, purchase, dispose, exchange, convert or sale of products or services (e.g. crypto, virtual assets or wallets) as (directly or indirectly) offered, enabled or (otherwise) made available by Fiat Gateways and/or Onramper)), the Partner shall not (directly or indirectly) in any way, form(at), platform or manner (online and offline) use, utilize, refer to, publish, promote, market or otherwise disclose the brand, icon, logo, symbol, emblem, (trade) mark, trade name (or anything substantially or misleading similar thereto) of Onramper and/or any of the Fiat Gateways as offered, integrated or (otherwise) made available by Onramper. The Partner shall indemnify Onramper (and upon Onramper's request, the Fiat Gateways) in full for any third party claim (including regulatory fines or penalties whether imposed on Onramper or Fiat Gateways) for any breach of this Clause 5.6 or relevant applicable laws governing the financial promotion of crypto or virtual assets, including for any unlawful promotion, or any negligence or omission by Partner in respect of the financial promotion of its or third party products or services resulting in a fine or penalty against Onramper or the Fiat Gateways.
5.8 The Partner shall indemnify Onramper (and upon Onramper's request, the Fiat Gateways) in full for any third party claim (including regulatory fines or penalties whether imposed on Onramper or Fiat Gateways) for any breach of Clause 5.6 or 5.7 or relevant applicable laws governing the financial promotion of crypto or virtual assets, including for any unlawful promotion, or any negligence or omission by Partner in respect of the financial promotion of its or third party products or services resulting in a fine or penalty against Onramper or the Fiat Gateways.
5.9 For any breach of the Partner’s warranties or any attributable shortcoming in the performance of its responsibilities under Article 5.2(iii) 5.3, 5.4, 5.5, 5.6 and 5.7, a penalty payment of EUR 5.000 (five-thousand Euro) is immediately due and payable by the Partner to Onramper, without a prior notice of this breach by Onramper or any other notification of breach as meant in Art 6:80 of the Dutch Civil Code being required. For every day that this breach continues after Onramper has sent notice to the Partner of this penalty payment being due and payable, a further sum of EUR 1.000 (thousand Euro) will become due and payable by the Partner to Onramper.
6.1 Both parties hereby warrant and represent as follows: (i) that it has all requisite power and authority to enter into this Agreement, and to grant the rights and licenses granted herein; (ii) that the entering into, and performance of, this Agreement by it does not and will not breach or conflict with any other agreement the party is or becomes a party to; and (iii) Onramper further warrants and represents that Client’s use or provision of the Software will not subject Client to any claim for infringement of the intellectual property rights of any third party.
6.2 Parties shall cause End-Users to agree to any relevant terms and conditions, agreements, policies (including privacy policy), or any equivalents thereto applicable to End-Users when using the services of Third-Party Processors, and agree and understand that neither Onramper nor Partner is a party to those transactions, terms, agreements, policies, or equivalents, which shall be clarified to users by either displaying Onramper’s Terms of Use, or adding this to Partner’s terms and conditions.
6.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability, non-infringement or fitness for a particular purpose regarding such subject matter.
6.4 Each Party acknowledges the difficulties inherent to the use of the (mobile) Internet, communication and broadband, in particular, varying speeds and congestion in the (mobile) network, connections, systems and servers can cause interruptions, delays and difficulties in accessing, browsing, navigating or using a Platform. Each Party excludes any and all liability in respect of the other Party which is related to any (un)planned or (un)scheduled (wholly or partial) outage, downtime, interruption, breakdown or unavailability (whether for maintenance, upgrades, updates or otherwise) of the Software or the Services.
7.1 In no event will Onramper be liable for any indirect, direct, consequential, incidental, special or punitive damages, including without limitation loss of use, interruption of business, loss of data or loss of profits, arising out of or in any way connected with this Agreement, even if it has been advised of the possibility of such damages, except for liability arising out of Onramper’s intent, willful recklessness or unauthorized use of Confidential Information. Except in case of intent or willful recklessness on the part of Onramper, Onramper will not be liable for any delay, loss or damage attributable to any Service, product or action of any third party, including End-Users.
7.2 In no event will Onramper’s aggregate liability for any and all claims, losses or damages arising out of or relating to this agreement, (whether in contract, equity, negligence, tort or otherwise) exceed the aggregate fees received by Onramper under this agreement during the three-month period immediately preceding the date upon which the applicable cause of action arises.
7.3 Neither party shall hold the other party liable for damages of any kind resulting from possible contractual relation(s) and transaction(s) between End-Users and third-party Fiat Gateways.
7.4 Onramper is not liable for any errors or omissions of third parties engaged by it (including subcontractors). Partner authorizes Onramper to accept any limitations of liability of third parties on its behalf. The provisions in this Article shall also apply for the benefit of and can be invoked by all legal and natural persons utilized by Onramper in execution of the Agreement.
7.5 The Partner shall assume any and all liability for damages relating to End-User transactions, where those damages are related to or arise from the Partner receiving any cryptocurrency on behalf of End-Users or other third parties, or in any other way are related to the Partner specifying or inputting the receiving cryptocurrency wallet address for the End-User or other third parties.
8.1 Each party shall indemnify, hold harmless, and defend the other party and its directors, officers, employees, and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorneys’ fees and costs, arising from or relating to:
a breach of the indemnifying party’s responsibilities, warranties or representations as found in Section 5 and Section 6 of this Agreement;
any gross negligence or wilful misconduct of the indemnifying party.
8.2 The Partner shall indemnify, hold harmless and defend Onramper, its directors, officers, employees, and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorneys’ fees and costs, arising from or relating to any indirect, direct, consequential, incidental, special or punitive damages, including without limitation loss of use, interruption of business, loss of data or loss of profits of any third parties and End-Users in case the Partner integrates or displays the Software on third party domains / apps / websites, or in any scenario where the Partner specifies or inputs a receiving cryptocurrency wallet address on behalf of an End-User or any third party.
8.3 Each party agrees that the other party shall have the right to participate, at its expense, in the defense of any such claim through counsel of its own choosing.
8.4 The obligations of either party to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification: (a) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought; (b) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (c) allowing the indemnifying party to control the defense and settlement of such claim (provided that the indemnifying party may not settle any claim in a manner that would attribute wrongdoing or any other liability to the indemnified party without the indemnified party’s prior written consent).
9.1 This Agreement will commence on the date on which all Parties to this Agreement have signed it, and will continue thereafter for 12 months. Thereafter, this Agreement will automatically renew for a successive renewal terms of 12 months (each a “Renewal Term”), unless either Party provides written notice of their intent not to renew at least thirty (30) days prior to the expiration of the then-current term.
9.2 Either party may terminate this Agreement without cause in case of a change of control, meaning a sale of more than 50% of a Party’s stock, by sending a written notice of their intent to terminate this Agreement under this article at least 30 days prior to this not-for-cause termination.
9.3 Either party may terminate this Agreement for cause if the other party has breached this Agreement and fails to cure such breach within thirty (30) days of receipt of notice of the breach from the non-breaching party.
9.4 Neither party shall be liable to the other party in any form by reason of the lawful termination of this Agreement at any time and for any reason.
10.1 This agreement constitutes the entire agreement between the parties, and replaces any other previous agreements or statements during the pre-contractual phase.
10.2 Each Party can use the logo and name of the other party to promote its own services on its website or media channels, as long as such promotion does not create confusion as to whether the Parties are separate entities, and as long as such usage (and the context in which such usage takes place) does not explicitly or implicitly wrongfully communicates that users are buying cryptocurrencies from Onramper.
10.3 This Agreement will not be deemed to nor is it intended to create a partnership, agency, distribution, joint venture or other similar arrangement between the parties, and the employees, agents, and representatives of one party will not be deemed to be employees, agents, or representatives of the other. Each party will be deemed to be an independent contractor and will have no authority to bind the other party.
10.4 If any provision of these Terms might be wholly or in part null and void and/or invalid and/or unenforceable as a result of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of all other provisions of this Agreement.
10.5 If any provision in the Agreement cannot be relied on in law, the remaining part of the provision will remain in full force, always provided that provisions in the part which cannot be relied on will be deemed to have been adjusted in such a manner that reliance thereon will be possible, whereby the intention of parties with regard to the original provision or original part will remain in existence as much as possible.
10.6 The rights and obligations in this Agreement cannot be transferred by Partner to a third party, without prior written permission to do so from Onramper.
10.7 The Partner shall upon first request of Onramper fully cooperate and assist Onramper with (and disclose all reasonably requested information in respect of) the identification of the (ultimate beneficial) owner, manager and/or controller of the Partner.
10.8 Onramper may from time to time update and adjust the Terms, subject to prior communication (e.g. email or system notice) to the Partner with due observance of a notice period of 15 days (in which notice period the Partner may terminate the Agreement). Any updated or adjusted version shall replace and supersede the existing (current) version with such effect as set out in the notice of update/replacement.
10.9 All communication and notices under or pursuant to this Agreement shall be in English and by email, registered letter or the system of Onramper.
11.1 Anti-bribery and corruption
In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, this Agreement, each Party (including its employees, directors, officers, agents or other representatives) shall:
(i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party('s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, (b) commit an offence (or facilitate, aid, abet, counsel or procure the commission of an offence) of cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of any tax, (c) engage in any activity which may constitute an offence under applicable laws prohibiting dealings with the proceeds of crime and/or the financing of terrorism; or (d) take any action that would breach (and/or would place the other Party in breach of) applicable sanctions restrictions (including, for the avoidance of doubt, those established by the UN, EU, UK, US and any other territory with jurisdiction over the relevant Party);
(ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act);
(iii) put in place and maintain its own policies and procedures to ensure compliance with the relevant anti-bribery, sanctions and anti-tax evasion/facilitation of tax evasion/anti-financial crimes requirements and will enforce them where appropriate, and
(iv) provide appropriate training to its personnel on compliance with anti-bribery, sanctions, and anti-tax evasion / facilitation of tax evasion / anti-financial crimes requirements, policies and procedures.
11.2 Anti-money laundering, anti-tax evasion, anti-terrorist financing
Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, Onramper is restricted from making the Services available to and accepting payments from, or making, processing or facilitating payments to a bank account (the "Bank Account") insofar any of the following warranties is untrue. The Partner hereby represent and warrant that (notwithstanding the jurisdiction of the Bank Account):
(i) it holds and complies with all permits, licenses and other governmental licenses, permits and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the Bank Account);
(ii) it is the holder of the Bank Account;
(iii) the payment and transfer to/from the Bank Account is at arm's length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation, and
(iv) the Bank Account is not (directly or indirectly) used for money laundering, terrorists financing, tax evasion, tax avoidance or other illegal activities.
12.1 Save as set out otherwise, the Agreement shall be governed by and construed in accordance with Dutch law.
12.2 Save as set out otherwise, any dispute or conflict arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Amsterdam, the Netherlands.
12.3 Nothing in this Agreement shall prevent or limit Onramper in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Partner is established or registered under the laws of the relevant jurisdiction where the Partner is established or registered, and for this purpose the Partner waives its right to claim any other jurisdiction or applicable law to which it might have a right.