GENERAL TERMS AND CONDITIONS FOR FINGATE
Last amended on 23.02.2024
1. INTRODUCTION AND APPLICABILITY
1.1. Applicability. These General Terms apply to all legal relationships that arise between Fingate and the User in relation to Fingate providing its Services to the User, unless specifically agreed otherwise.
1.2. Accepting the General Terms. The User is required to read these General Terms and if the User wishes to use the Services, the User is required to accept them. By accepting these General Terms, the User confirms that the User has thoroughly read and understood the General Terms and is legally bound by them. Along with these General Terms, the User must read Fingate’s Privacy Policy and Cookies Policy, which are also applicable to the User, and which govern the personal data processing rules of Fingate.
1.3. Questions. If the User has any questions about the General Terms and the Services, the User can at any time contact Fingate at support@fingate.app.
2. DEFINITIONS AND INTERPRETATION
2.1. Definitions. In addition to terms defined elsewhere in the Agreement, the following definitions shall apply throughout the Agreement:
a) Account: User account via which the User can access the Platform and get access to the Services.
b) Agreement: the agreement between Fingate and the User under which Fingate provides its Services to the User. The Agreement consists of: (i) these General Terms, which set out the general terms and conditions of the Agreement (“General Terms”); (ii) Special Terms, if so specially agreed upon between the Parties, which set out the specific terms of the Agreement (“Special Terms”); and (iii) any Annexes (if any). If any contractions arise between different documents, then the Parties shall apply the documents in the following hierarchy where the higher document shall prevail: i) Special Terms; ii) General Terms; and iii) Annexes.
c) Purchase Order and Sale Order: as defined below in clauses 5.1 and 6.1 of these General Terms respectively.
d) Fee: the fee for the Service(s) payable by the User to Fingate, as specified in clause 10.1 of these General Terms.
e) Fingate: Fingate Capital OÜ, which is a private limited company with registry code 16062090 and with registered address of Tornimäe street 7-41, 10145, Tallinn, the Republic of Estonia. Fingate is a holder of a valid virtual currency service provision license issued by the Financial Intelligence Unit of Estonia (https://fiu.ee/; Pronksi street 12, 10117 Tallinn, the Republic of Estonia). The license number is FVT000548.
f) Crypto-Assets: a digital representation of value or of a right that is not issued or guaranteed by a central bank or a public authority and that is able to be transferred and stored electronically. The Crypto-Assets regarding to which Fingate provides its Services are defined by Fingate on an on-going basis.
g) Party and Parties: Fingate and User jointly or separately referred to.
h) Platform: the internet platform from where the Services provided by Fingate can be accessed and which is currently available at www.fingate.app.
i) Services: the services which may be provided by Fingate to the User under the Agreement, as listed in clause 4.1 of these General Terms below.
j) User: a natural person or a legal person who wishes to enter into the Agreement or with whom Fingate has entered into the Agreement, depending on the context.
k) Wallet: function of the Platform that enables the User to view the Crypto-Assets of the User deposited at Fingate. Please be advised that Fingate provides wallet service using a 3rd party wallet provider; we do not hold or store user funds or assets on our platform. You can choose to store your crypto with any other wallet service provider or use your own wallet. From here on all mention of Wallet within these General Terms refer to the 3rd party service provider.
l) AML/CTF – anti-money laundering and counter-terrorist financing. As a virtual currency service provider, Fingate is obligated to follow AML/CTF procedures and obligations. See more about AML/CTF policy in chapter 15.
2.2. Headings and titles. The headings and titles provided in the Agreement are for convenience only and shall not affect the interpretation of the Agreement.
3. REGISTERING ACCOUNT AND IDENTIFICATION
3.1. Registering Account. In order to gain access to the Platform, the User shall register an Account.
3.2. Submission of data. The User is obligated to submit to Fingate all the data, information, and documents as requested by Fingate and comply with any obligations and instructions as directed by Fingate. Fingate requests the User such data, information and documents during registration and also later on an on-going basis for implementing its AML/CTF and international sanctions policies and following the respective obligations. During registration, the User may also be required to verify their e-mail address and phone number.
3.3. Representations and warranties. By registering the Account, the User expressly agrees, represents and warrants that:
a) the User has read and accepted the Agreement;
b) the User is at least 18 years old (if the User is a natural person) and is legally competent to accept the terms of the Agreement;
c) all data, information and documents submitted by the User to Fingate are accurate, true and complete;
d) the User takes all responsibility for all activities that occur under the User’s Account;
e) using the Services and/or opening the Account does not infringe any laws applicable to the User;
f) the User has not previously been suspended or removed from using the Platform;
g) the User does not object to the Services being rendered in and from the territory of Estonia;
h) the User does not currently have an existing Account on the Platform; and
i) the User is not under any trade or economic sanctions.
3.4. Representative. If a person registers the Account on behalf of a User that is a legal person, such representative confirms that they have the right to represent and enter into the Agreement. Fingate shall identify the representative and the representative is obligated to submit all data required by Fingate.
3.5. Entry into Agreement. Registration must be confirmed by Fingate before the registration of the Account is finished and the User can start using the Services. Once the confirmation is given, the Parties have entered into the Agreement. Fingate has the right to decide with whom to enter into the Agreement and has the right to refuse it (or limit the accessibility of certain functions) at the discretion of Fingate for any reason, including in the following cases:
a) the User does not meet the requirements set forth in the law or the Agreement;
b) the User refuses to comply with the instructions of Fingate;
c) the User refuses to submit the data, information or document requested by Fingate or submits any data, information or document that is false or insufficient;
d) there is a reason to suspect the User or any person related to the User of money laundering, terrorist financing or any other illegal activity;
e) the User is a person with a heightened risk or is engaged in a state or field activity of a heightened risk in the context of the rules of AML/CTF;
f) the User uses the assistance of another person without the authorization of Fingate;
g) if the session of identification expires due to the inactivity of the User or legal representative of the User in the system for 15 minutes; or
h) any other basis arising from the applicable law or AML/CTF procedures adopted by Fingate.
4. SERVICES AND THEIR GENERAL TERMS
4.1. Services. Subject to the terms of the Agreement, and as and if made available at the Platform, Fingate may provide the following Services to the Users:
a) the Platform as a service, where the User may use the Platform as an information technology tool;
b) buying Crypto-Assets, where the User buys Crypto-Assets from Fingate in exchange for fiat currency, as specified in chapter 5 below;
c) selling Crypto-Assets, where the User sells Crypto-Assets to Fingate in exchange for fiat currency, as specified in chapter 6 below;
d) transferring Crypto-Assets, as specified in chapter 7 below;
e) enabling the User to deposit Crypto-Assets and withdraw Crypto-Assets, as specified in chapters 8 and 9 below.
4.2. General terms for all Services. For all Services, among other terms, the following general terms and conditions apply:
a) The Services are available only to Users who meet the conditions prescribed by the Agreement and follow all obligations arising thereof.
b) For using any Services, the User must first create a Wallet at the Platform.
c) Fingate purchases and sells Crypto-Assets on its own behalf, being the counterparty to the transaction where the User purchases and/or sells Crypto-Assets.
d) Fingate may at its sole discretion limit, change or in any way impose limits on the Services without prior notice. This also means that Fingate has the right to establish minimum and/or maximum volumes for any transactions, including Buy and/or Sale Orders, transfers, deposits and withdrawals.
e) The exchange rate applicable to the Purchase Order and the Sale Order is determined by Fingate and is viewable on the Platform. The User acknowledges and agrees that this exchange rate may differ from other exchange rates available at other exchange platforms or other sources.
f) Fingate may offer storage of the User’s Crypto-Assets in centralized high-security wallets (in cooperation with 3rd party wallet service provider) for the purpose of ensuring a high security standard and smooth operation of the Platform and the Services.
g) For any transaction, the User must follow the instructions at the Platform or as otherwise provided by Fingate. If the instructions are not precisely followed, the transaction may not be successful and may result in the loss of funds and/or Crypto-Assets. Fingate takes no liability for such loss.
h) In the event of an error, whether on the Platform or otherwise, in the Buy or Sale Order, in processing a transaction, or otherwise, Fingate reserves the right to correct such error and revise the User’s transaction accordingly (including charging the correct Fee) or to cancel the transaction.
i) For any transaction, whether on the Platform or otherwise, the transaction shall be confirmed and checked by Fingate for AML/CTF and international sanctions purposes. Fingate has the right to deny any transaction, freeze it, or take any other actions on the basis of Fingate’s AML/CTF and international sanctions rules and/or applicable law.
j) Currently Fingate only uses EUR for any fiat currency transactions. For Users who use credit cards or other non-SEPA payment methods, the transaction will be conducted in their own currency and automatically converted to EUR by the payment processor, which may result in additional costs.
k) Once the User has submitted the order or a request for other transaction, then the execution of such order or other transaction cannot be cancelled or be withdrawn from.
5. BUYING CRYPTO-ASSETS
5.1. Purchase Order. To buy Crypto-Assets from Fingate with fiat currency, the User must follow the instructions provided on the Platform (or as otherwise given by Fingate), and submit a purchase order as follows (“Purchase Order”):
a) choose which Crypto-Asset the User wishes to buy (from the Crypto-Assets made available);
b) enter the sum of fiat currency the User wants to spend on the purchase (using the fiat currency eligible, as displayed at the Platform – currently EUR), whereas Fingate may set a minimum amount of sum;
c) review the conditions of making the transaction and applicable Fee; and
d) make a fiat currency payment to Fingate’s account or make a card payment to Fingate under the instructions and payment details provided on the Platform. Card payments will be displayed with a descriptor “fingate.app” on your credit card statement.
5.2. Consent and no cancellation. By submitting the Purchase Order, the User gives its irreversible consent for executing the Purchase Order under the terms of the Agreement. The Purchase Order cannot be cancelled, stopped, or recalled under any circumstances. The User will not be entitled to any credit or refund and all purchases are final.
5.3. Execution. Once the fiat funds are received by Fingate, then Fingate shall execute the Purchase Order by:
a) charging the Fee from the received funds; and
b) exchanging the rest of the fiat funds into Crypto-Assets. If the User made the payment of fiat funds by card payment, then the exchange rate applicable at the time of making the card payment is applied. If the User made a SEPA payment, then the exchange rate of the time of the arrival of the fiat funds to Fingate’s payment account is applied. In the latter case the User understands that the amount of Crypto-Assets received as shown on the Platform at the moment of making the Purchase Order is a rough estimate and the actual amount of Crypto-Assets received may be different since arrival of the fiat funds takes time and the exchange rate is extremely volatile.
5.4. Execution timeframe. In case of a card payment, the exchange is usually done immediately. For SEPA payments, the arrival of fiat funds usually takes between 2-24 hours but may also take longer, for example up to 5 business days. Fingate cannot control this timeframe since it derives from third-party payment providers. Fingate is not liable for any damages resulting from any delays.
5.5. Examination by User. Once the fiat funds are exchanged, the Crypto-Assets available to the User are displayed under the Wallet at the Platform. The User shall immediately examine whether the execution is compliant with the Purchase Order and the terms of the Agreement. If any incompliance appears, the User must immediately (but no later than 24 hours of executing the Purchase Order) notify Fingate, otherwise the User loses the right to make any complaints.
5.6. Authorization to use payment method. For any payment method, including using a credit card, it is the sole responsibility of the User to make sure that they have the right to use that credit card. Using a stolen card or unauthorised credit card can result in freezing the User’s assets and account, and such actions may be announced to law enforcement or other public authorities.
6. SELLING CRYPTO-ASSETS
6.1. Sale Order. To sell Crypto-Assets to Fingate for fiat currency, the User must follow the instructions provided at the Platform (or as otherwise given by Fingate), and submit a sell order as follows (“Sale Order”):
a) choose which Crypto-Asset the User wishes to sell (from the Crypto-Assets made available);
b) enter the payment account details of the User where the fiat funds derived from the sale shall be transferred, whereas only the User’s own payment account details can be inserted – meaning that the User can receive the fiat funds only to their own payment account;
c) enter the amount of Crypto-Asset the User wishes to sell, whereas Fingate may set a minimum amount of Crypto-Asset which is eligible for sale;
d) review the conditions of making the transaction and applicable Fee; and
e) click on the button “Sell”.
6.2. Consent and no cancellation. By submitting the Sale Order, the User gives its irreversible consent for executing the Sale Order under the terms of the Agreement. The Sale Order cannot be cancelled, stopped, or recalled under any circumstances. The User will not be entitled to any credit or refund and all sales are final.
6.3. Execution. Once the Sale Order has been submitted, Fingate shall execute the Sale Order by:
a) deducting the Crypto-Assets subject to the Sale Order from the Wallet and exchanging them for fiat funds using the exchange rate applicable at the time of submitting the Sale Order. The User understands that the amount of fiat funds received as shown at the Platform at the moment of making the Sale Order is a best estimate and the actual amount of fiat funds may be different since the exchange rate is extremely volatile; and
b) charging the Fee from the fiat funds.
6.4. Execution timeframe. After the Sale Order has been executed the User’s designated external bank account shall be credited according to the executed Sale Order. It takes around 2-24 hours for the funds to reach the User’s payment account but may also take longer, for example up to 5 business days. Fingate cannot control this time since it derives from third-party payment providers and Fingate is not liable for any damages resulting from any delays.
6.5. Examination by User. The User shall immediately examine whether the execution is compliant with the Sale Order and the terms of the Agreement. If any incompliance appears, the User must immediately (but no later than 24 hours of executing the Sale Order) notify Fingate, otherwise the User loses the right to make any complaints.
7. TRANSFER
7.1. Transferring. If and when made available at the Platform, the User may request transferring of Crypto-Assets that are available at the User’s Wallet to another person. The User may be prompted a pre-filled transfer order information which the User must accept in order to initiate the transfer. Alternatively, to make the transfer, the User may be required to enter the relevant transfer details manually. In either case, and even for a pre-filled order, the User undertakes to review it and, if necessary, correct any data provided since the User is solely responsible for providing correct data and Fingate shall not be liable for damages resulting from incorrect order data. Fingate may set a minimum or maximum amounts of Crypto-Assets that can be transferred. Fees may apply to the transferring if and when provided in the Fee Schedule.
7.2. Consent and no cancellation. By initiating the transfer, the User gives its irreversible consent for executing the transfer under the terms of the Agreement. The transfer cannot be cancelled, stopped, or recalled under any circumstances.
7.3. Execution and timeframe. Fingate shall execute the transfer by deducting the Crypto-Assets subject to the transfer from the Wallet of the User who is the sender and transferring them to the wallet of the recipient. If the transfer is made to another User (i.e., to another address in Fingate’s infrastructure), then the transfer is executed and it arrives immediately. If the transfer is made to a person who is not a User, then the time of arrival depends on the specifics of the respective Crypto-Asset, its blockchain, the speed of the network and also on the verifications and checks that may need to be performed.
7.4. Fingate is not liable for any damages resulting from any delays.
8. DEPOSITING CRYPTO-ASSETS
8.1. Depositing. The User can deposit Crypto-Assets at Fingate. For that, the User must follow the instructions given at the Platform (or as otherwise provided by Fingate) and transfer the Crypto-Assets to its Wallet. Generally, for transferring the Crypto-Assets the User must use the deposit address provided at the Platform or the QR code and make the transfer. The deposit address or QR code is different for each type of Crypto-Asset. Fingate may set a minimum or maximum amounts of Crypto-Assets that the User can deposit.
8.2. Execution and timeframe. Once the Crypto-Assets have been received, the respective Crypto-Assets can be seen by the User on the Platform under the User’s Wallet. The time of arrival depends on the specifics of the respective Crypto-Asset, its blockchain, the speed of the network and also on the verifications and checks that may need to be performed.
8.3. Importance of following instructions. It is very important the instructions given on the Platform (or otherwise by Fingate) are followed precisely. Otherwise, the depositing process may not be successful which may result in the loss of Crypto-Assets or funds. Fingate takes no liability for such loss.
9. WITHDRAWING CRYPTO-ASSETS
9.1. Withdrawal. The User can withdraw Crypto-Assets from the Wallet to the User’s external wallet (“Withdrawal”). The external wallet is considered to be a wallet that is capable of holding the Crypto-Assets and which is not on the Platform (i.e., not provided by Fingate).
9.2. Requesting Withdrawal. To request the Withdrawal, the User must follow the instructions provided on the Platform (or as otherwise given by Fingate) and on the Platform:
a) choose the Wallet, the type and the amount of Crypto-Assets the User wishes to withdraw;
b) enter the address of the external wallet where the Crypto-Assets shall be transferred;
c) review the conditions of making the transaction and applicable Fee; and
d) submit the request.
9.3. Execution. Once the Withdrawal is executed, the Crypto-Assets withdrawn and the applicable Fee shall be deducted from the Wallet (in the respective type of Crypto-Assests). Once the request for Withdrawal has been submitted, it cannot be cancelled.
9.4. Execution timeframe. The time of Withdrawal depends on the specifics of the respective Crypto-Asset, its blockchain, the speed of the network and also on the verifications and checks that may need to be performed. Fingate is not liable for any damages resulting from any delays.
9.5. Examination by User. The User shall immediately examine whether the Withdrawal is compliant with the User’s request and the Agreement. If any incompliance appears, the User must immediately (but no later than 24 hours of Withdrawal) notify Fingate, otherwise the User loses the right to make any complaints.
9.6. Importance of following instructions. If the instructions provided in the Agreement, at the Platform or otherwise given by Fingate are not followed, the Withdrawal may not be successful which may result in the loss of Crypto-Assets or funds. Fingate takes no liability for such loss.
10. FEE
10.1. Charging of Fees and Fee Schedule. The User authorizes, understands and agrees that the User is charged a Fee as provided in the Fee Schedule (available here) or as agreed upon in the Special Terms. The User undertakes to pay all applicable Fees to Fingate.
10.2. Authorization. The User grants authorization to Fingate by accepting these General Terms to charge the Fee from the Wallet or from the fiat funds subject to the transaction under the terms of the Agreement. For any transactions made via the Platform, the applicable Fee is displayed to the User before the transaction.
10.3. Modifications. Fingate may modify the Fee Schedule, Fee models and structures of such Services at any time.
11. RESTRICTIONS OF USE
11.1. Jurisdictional limits. While the sole place of operation of Fingate is and all Services are provided in Estonia, depending on the User’s country of residence, statutory seat, or place of incorporation, the User may be restricted or prohibited from using some or all of the Platform’s functions and Services, and it is the User’s responsibility to comply with the country’s laws applicable to the User. Depending on the User’s connection to any foreign jurisdiction, Fingate may at any time stop the provision of the Services to the respective User and/or terminate the Agreement. Furthermore, in any case, the User may not use the Platform and the Services if he or she is a national or a resident of (or a legal entity established in) any country or jurisdiction, or subject to laws of such country or jurisdiction, where purchasing Services from Estonia and/or conducting transactions via the Platform is prohibited. Moreover, the User may not use the Platform and the Services if the User is under any trade or economic sanctions.
11.2. Legal capacity. If the User is a natural person, the User must be at least 18 years old with full legal capacity to use the Platform and the Services of Fingate.
11.3. Only one Account. The User is allowed to register only one Account on the Platform. Any additional Accounts may be terminated.
11.4. Intellectual property and license. The intellectual property rights to the Services and the Platform as well as data, methods and processes based on which the Services and the Platform are produced shall vest in and remain the sole and exclusive property of Fingate. Fingate grants to the User limited a non-exclusive license for the use of the Platform and the Services to the extent where it is necessary for using the Services. This license is limited with the term of the Agreement and limited with the territory where Fingate operates and is given without the right to grant sub-licenses.
11.5. Restricted right of use. The User agrees not to use the Platform or the Services for any illegal, unlawful, unethical, or inconsistent purposes with the terms of the Agreement or the purpose for which they were created. The User is not permitted to perform activities that would excessively burden the Platform or the Services or attempt to interfere with their proper functioning or circumvent measures to restrict access to them. The User agrees not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Platform or the Services. Also, the User agrees not to use the Platform and the Services in an unintended manner, as may be determined by Fingate in its sole discretion – which also means that the User is prohibited to reverse engineer, decompile or disassemble the Platform and the Services, or collect use, copy or transfer any information from the Platform without the prior written consent of Fingate.
12. USER’S RIGHTS AND CONTACT INFORMATION
12.1. Legal remedies. If the Services provided by Fingate are in breach of the terms of the Agreement, the User has the right to use legal remedies provided by the law to the extent agreed upon in the Agreement. Such legal remedies may be: (a) requiring performance of the obligation; (b) withholding performance of an obligation which is due from the User; (c) demanding compensation for damage; (d) withdrawing from or cancelling the contract; (e) reducing the price; (f) in the case of a delay in the performance of a monetary obligation, demanding payment of a penalty for late payment.
12.2. Complaint. Any complaint against Fingate can be filed by e-mail to support@fingate.app or by post to Estonia, Tallinn, Tornimäe street 7-41, 10145. Such notification must include the User’s name, contact information, date of submitting the notification, description of the complaint and the content of the offered solution of the complaint.
12.3. Contact information and use of feedback. The User has the right to contact Fingate and ask any questions. All questions should be addressed via e-mail to support@fingate.app. The User agrees that their feedback may be used to improve the Platform and the Services without any limitation or obligation to pay. Fingate’s phone number is +372 5150960.
13. USER’S OBLIGATIONS AND WARRANTS
13.1. General. Among other obligations that the User has under the Agreement and the applicable law, the User agrees with the obligations as described in this chapter 13 of these General Terms.
13.2. Obligation to notify. Any notification which the User is obliged to do should be addressed by e-mail to support@fingate.app. The User shall notify Fingate immediately of all data and circumstances which may be relevant for Fingate, including the following:
a) if any Crypto-Asset or fiat currency has been transferred erroneously or unduly, whereas in such case the User agrees comply with the respective instructions given by Fingate;
b) loss of possession of the identity document or any other identification instrument used for identifying the User or its representative;
c) if the User believes that access credentials to the Platform may have been compromised;
d) if any data, document or information provided to Fingate changes;
e) if the User is a legal person, initiation of insolvency proceedings (including bankruptcy proceedings) or deletion of the legal person;
f) fraud, potential threat thereof or misuse of data or any other illegal activity on the Platform.
13.3. Confidentiality and security. The User is responsible for maintaining the confidentiality of the information on the Account or related to the Account, including, but not limited to the User’s password and other credentials for accessing the Account, as well as any private keys and security codes. User agrees to update the password regulary.
13.4. Taxes. The User undertakes to pay all their taxes and fulfil other legal duties which may be resulted from the use of the Platform and the Services. Fingate is not responsible for any violation by the User due to their legal obligations.
14. RISKS
14.1. Risks related to Crypto-Assets. The User warrants that he/she/it understands any and all risks related to storing, transferring, selling and buying Crypto-Assets, including that Crypto-Assets are dynamic and respective prices are often volatile and unpredictable. The User understands that any Crypto-Asset may lose all or a substantial part of its value. No central bank or institution protects the Crypto-Assets’ value. The User understands that they should consider carefully whether trading and/or purchasing Crypto-Assets is appropriate given their financial situation. Also, the User understands that the actual rate of exchanging Crypto-Asset into fiat currency or vice versa may be different than the rate indicated at the time when the User’s Purchase Order or Sale Order was initiated. Fingate shall not be liable for any such risks or any loss and/or damages that the User may suffer regarding these risks. Also, the User understands that the Crypto-Assets deposited in the Wallet of the User are not backed by any statutory or governmental warranties.
14.2. Risks related to IT. The User acknowledges that there are risks associated with utilizing an Internet-based system including, but not limited to, the failure of hardware, software, and Internet connections. The User acknowledges that Fingate shall not be responsible for any communication failures, disruptions, errors, distortions or delays the User may experience when using the Platform which are outside of the control of Fingate.
15. AML/CTF POLICY
15.1. Fingate as a virtual currency service provider. Fingate is a virtual currency service provider and is operating under a virtual currency service provider’s license issued by the Financial Intelligence Unit of Estonia. As a virtual currency service provider, Fingate is obligated to follow and apply provisions for preventing money laundering and terrorist financing and also the statues of international sanctions. Thereby, Fingate has adopted internal AML/CTF rules which prescribe in detail how money laundering and terrorism financing is combated with and how international sanctions are followed.
15.2. Measures by Fingate. Among other things, under its AML/CTF policy and applicable law, Fingate shall:
a) investigate any actions or transactions which Fingate deems suspicious;
b) apply required due diligence measures which include identifying and verifying the User, its representative, the beneficial owner, carrying out PEP (politically exposed person) checks and monitoring the business relationship;
c) request and verify any data for applying the due diligence measures – for example request copies of identification documents and utility bills;
d) gather necessary data from credible and independent sources;
e) request submission of any additional data from the User or request the User to perform any other action considered necessary by Fingate;
f) provide any data to supervisory authorities together with the details of the relevant User – e.g., reporting suspicious transactions;
g) seize the Account and any assets owned by the User or perform any other action if such obligation derives from the law or from Fingate’s internal procedures.
15.3. Services restriction. Furthermore, Fingate has the right to not establish a business relationship with the User, suspend any transaction and/or stop providing Services under the existing business relationship and/or cancel the Agreement with the User extraordinarily at any time and without any prior notification if:
a) the User has violated the law and/or the Agreement;
b) Fingate is unable to apply due diligence measures;
c) Fingate suspects money laundering or terrorist financing (or commission of related offences or an attempt at such activity);
d) the User does not comply with any legal requests or obligations (e.g., does not provide the requested data); or
e) there are any other grounds arising from the applicable law.
16. INTERRUPTION AND SUSPENSION
16.1. Possible interruptions. Fingate makes an effort to provide uninterrupted access to its Services and Platform but cannot guarantee it due maintenance reasons and potential risks such as, among other things, force majeure and other unforeseen circumstances. Thereby, Fingate reserves the right to take the Services (including Platform) out of service and thereby suspend its Services for: i) upgrading; ii) preserving market integrity; iii) enhancing security; iv) dealing with unexpected operational difficulties; or v) improving the User experience. Fingate will not be held liable for any resulting damages. Downtime may also occur during periods of high user volume.
16.2. Notification of downtime. Where reasonably possible, the User shall be notified of any downtime in advance, but prior notification is not guaranteed, especially upon extraordinary circumstances.
16.3. No responsibility. Fingate is not responsible for any damages resulting from downtimes or interruptions of the Services, including those caused by system failure, network failure, DDoS attacks, and other unexpected factors.
17. LIABILITY
17.1. Limitation of liability. Unless otherwise provided by the imperative provisions of applicable law:
a) Fingate is liable only for an intentional or gross negligent breach of Fingate’s obligation;
b) under no circumstances will Fingate be liable for a loss of profit, data, goodwill, business or reputation, for pure economic loss, or for non-contractual, non-pecuniary, indirect, incidental, punitive or consequential damage;
c) Fingate is not liable for any actions or omissions carried out by any User of the Platform or any third party or for any damages which may be caused due to such actions or omissions;
d) Fingate is not responsible for any failure to fulfill obligations under the Agreement resulting from reasons beyond its reasonable control, including force majeure; and
e) in any case, Fingate’s aggregate liability for claims based on events arising out of or in connection with the User’s use of the Platform or the Services, whether in contract, tort or otherwise, shall in no circumstances exceed the sum of the Fee Fingate has received from that particular User within 3 previous months.
17.2. As is and as available. The Platform and the Services are provided on an “as is” and “as available” basis without warranty of any kind, which includes that Fingate does not warrant that the use of the Services shall be uninterrupted or error-free nor is any warranty given as to up-time of the Services and the results that may be obtained from the use of the Services. Fingate excludes any warranties, expressed or implied, regarding the relevance, reliability, availability, timeliness, and accuracy of the Services and the Platform, and their content and links to third-party websites. Fingate does not guarantee that the Platform can fully meet the needs of Users.
17.3. Suspension or termination. If Fingate has the right to suspend or terminate the provision of the Services to the User, or do any other actions, according to the Agreement, Fingate’s AML/CTF procedures or applicable law, then Fingate shall not be liable for any damages or loss to the User or a third party arising from such circumstances.
17.4. No advice. Any information or communication provided on the Platform and/or by Fingate otherwise cannot be considered as a trading advice, investment advice, legal advice, financial advice or any other kind of advice. The User is solely responsible for any transactions and decisions which the User conducts.
17.5. Prudence by User. User has to exercise prudence when transacting with Crypto-Assets, as there is no assurance of market stability or orderliness, and prices can fluctuate at any moment. User is responsible for any losses resulting from transaction instruction errors or their own faults or errors, such as forgetting passwords or private keys. This also means that Fingate is not liable for any mistakes, insufficient data or transmission errors contained in the placement of the Buy and/or Sale Order, depositing Crypto-Assets or request Withdrawal of Crypto-Assets (or any other request or transaction done by the User). If there is a potential loophole in the trading rules that unjustly enriches the User, then Fingate may contact the User to recover the gains and may take actions such as restricting account transactions or freezing account funds.
18. TERMINATION OF AGREEMENT AND CLOSING ACCOUNT
18.1. Entry into force and term of the Agreement. The Agreement enters into force when the User accepts the General Terms. The Agreement shall be valid for unspecified term until it is terminated by the User or the Fingate, as provided below.
18.2. Termination by User. Subject to review by Fingate and charging the User any outstanding Fees and other costs, as well as transferring the existing Crypto-Assets to an external wallet, the User has a right to terminate the Agreement and thereby also close their Account at any time by contacting Fingate at support@fingate.app, or doing it via settings on the Platform (if made possible on the Platform).
18.3. Extraordinary termination by Fingate. In addition to terminating the Agreement for any other ground as provided in the Agreement or the applicable law, Fingate may terminate the Agreement immediately in case any of the following circumstances exist:
a) User infringes the Agreement or the applicable law, including where the User uses the Services to perform illegal activities or where the User has provided false, incomplete, inaccurate or misleading information;
b) User poses a regulatory or a fraud risk;
c) for unsuspected safety reasons or operational difficulties; or
d) required by the applicable law, including upon a request of the regulatory authority.
18.4. Ordinary termination by Fingate. Fingate may terminate the Agreement or any part of the Agreement for no or any reason by giving the User a prior notification of 30 calendar days.
18.5. Consequences of termination. As a result of the termination of the Agreement:
a) the User’s Account shall be closed. For that purpose, the User is required to transfer all its Crypto-Assets to User’s external wallet (i.e., make the Withdrawal) and, if so indicated on the Platform, pay the relevant processing costs. Fingate may determine the minimum value of the Crypto-Assets which are eligible for transfer. The Crypto-Assets of the User shall be provided to the User as soon as reasonably possible – unless Fingate is obligated to freeze or keep them under the applicable law or under the relevant AML/CTF policy;
b) the User can no longer access the Platform and the Services; and
c) the terms of the Agreement will cease applying to the User with the exception of the part of the terms that survive the termination. The User is still responsible for any Fees incurred prior to termination. Also, termination does not exempt the User from any liabilities the User incurred before the termination. Fingate is not liable for any losses incurred due to Account closure or termination.
19. PLACE OF BUSINESS, GOVERNING LAW AND DISPUTE RESOLUTION
19.1. Place of business. The place of business of Fingate is Estonia and Fingate has no intention or willingness to provide any of its Services outside of Estonia. While Users may from time to time reside in other jurisdictions and purchase the Services from other jurisdictions, the place of business will always remain Estonia.
19.2. Governing law. Unless provided otherwise by applicable law’s imperative provisions, the Agreement and the legal relations deriving from it between the Parties shall be governed by the laws of the Republic of Estonia (without reference to its choice of law rules).
19.3. Dispute resolution. Unless provided otherwise by applicable law’s imperative provisions, if any dispute arises out of or relating to the Agreement, the Parties shall attempt to resolve it through negotiations. If the matter is not resolved by negotiations, the Harju County Court located in Estonia shall have the exclusive jurisdiction as a court of first instance of all disputes arising out of or relating to the Agreement. Additionally, if the User is a consumer, the User has also the right to turn to the Committee for Consumer Complaints formed at the Consumer Protection Board (Endla 10A, 10142 Tallinn, Estonia; https://komisjon.ee/et) to reach an out-of-court settlement. This committee solves contractual disputes between consumers and businesses which the parties were not able to resolve by negotiations. Moreover, the User may turn to the European Commission’s Online Dispute Resolution platform (https://ec.europa.eu/).
19.4. Complying with applicable law. Without prejudice to clauses 19.1 and 19.3 of the General Terms, the User is solely responsible for understanding and complying with any and all laws of their specific jurisdiction if such should apply in connection with use of any and all Services of Fingate.
20. MISCELLANEOUS
20.1. Updating the General Terms. Fingate has the right to amend the General Terms unilaterally. In this case, the User shall be notified of such amendments via the Platform or via e-mail, if reasonably possible, 30 days before any amendments enter into force. If the User does not accept the amended General Terms, then the User has the right to terminate the Agreement by contacting Fingate at support@fingate.app, or doing it via settings on the Platform (if made possible on the Platform).
20.2. Indemnity. To the fullest extent permitted by applicable law, the User shall indemnify Fingate and its representatives, employees, personnel members and partners against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or not directly arising from the User’s use of the Services, the Platform or the purchase of any Crypto-Assets or any other transactions related to the Services, or from the User’s violation of the Agreement or the applicable law.
20.3. Processing of personal data. Information about the principles and practices regarding the processing of the User’s personal data can be found in Fingate’s Privacy Policy here.
20.4. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Agreement.
20.5. Waiver. No failure or delay by Fingate to exercise any Fingate’s right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20.6. Language. The primary language for the website, Platform, Services, Agreement, Privacy Policy, and Cookie Policy is English, and in case of any inconsistencies in translations, the English language version will prevail. Any communication between the Parties shall be in English language.
20.7. Transfer or assignment of rights. Fingate may transfer or assign its rights and obligations under the Agreement to a third party without the User’s consent, but Fingate shall inform the User of such transfer by e-mail or other communication channels.
ANNEX 1 OF THE GENERAL TERMS AND CONDITIONS – PROCEDURE FOR PROCESSING PERSONAL DATA
1. APPLICABILITY
1.1. This Annex 1 of the General Terms (“Annex 1”) is entered into between the User and Fingate where the User is a legal entity and submits personal data to Fingate regarding natural persons related to the User, e.g., member of the board, etc. (“Personal Data”).
1.2. Regarding the position of data controller and data processor in the meaning of General Data Protection Regulation (EU Regulation 2016/679; “GDPR”), the Parties agree that:
a) where Fingate processes the Personal Data for providing the Services to the User and performing the Agreement, then the User is considered as the controller and Fingate is considered as the processor of the Personal Data; and
b) where Fingate processes the Personal Data for any purpose determined by itself, including any purpose provided in Fingate’s Privacy Policy, then Fingate is considered the controller of the Personal Data. This would be also the case when Fingate processes the Personal Data to comply with AML/CTF procedures.
1.3. The provisions provided in this Annex 1 (as provided below) only apply to the processing of the Personal Data as provided in clause 1.2.a) of this Annex 1. These provisions do not apply regarding the processing of any other kind of personal data, including for cases as provided in clause 1.2.b) of this Annex 1 and where Fingate processes the personal data of Users who are natural persons.
2. PROVISIONS FOR PROCESSING PERSONAL DATA
2.1. Where Fingate acts as a processor of the Personal Data, Fingate agrees with the following and warrants that:
a) Fingate shall process the Personal Data only on behalf of the User, and in accordance with the instructions given by the User and in this Annex 1, including with regard to transfers of the Personal Data to a third country or an international organisation, unless required to do so by law to which Fingate is subject to. In such a case Fingate shall inform the User of that legal requirement before processing, unless that law prohibits such
information on important grounds of public interest;
b) no circumstances occur that hinder or exclude Fingate’s ability to follow the instructions given by the User or obligations deriving from this Annex 1;
c) Fingate ensures that persons authorised to process the Personal Data have committed themselves to confidentiality;
d) Fingate takes all measures required pursuant to GDPR article 32 and Fingate has implemented technical and organisational security measures for protecting the Personal Data against accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data transmitted, especially when processing includes transmitting data using network, and against any other illegal processing;
e) taking into account the nature of the processing, Fingate assists the User by appropriate technical and organisational measures, insofar as this is possible, if the User responds to requests related to exercising the data subject’s rights laid down in GDPR Chapter III;
f) Fingate assists the User in ensuring compliance with GDPR articles 32 to 36 taking into account the nature of processing and the information available to Fingate;
g) if requested, Fingate makes available information necessary to demonstrate compliance with the obligations laid down in GDPR article 28 and allows audit regarding the means, procedure and location of
processing the Personal Data which shall be conducted by an inspection body agreed by the Parties (and if required, such choice is conciliated with the supervisory authority) which consists of independent members
who have the required professional skills and who are bound by requirement of confidentiality. Any audit and its terms, including its timing and means, shall be agreed between the Parties beforehand. Costs related to the audit shall be borne by the User. Fingate shall notify the User immediately if, in its opinion, instruction to carry out audit infringes the law;
h) Fingate shall correctly and within reasonable time address all requests made by the User which relate to the processing of the Personal Data and shall comply with all instructions of supervisory authority as regards to processing the Personal Data.
2.2. The Parties agree that:
a) the User may make available to Fingate Personal Data of its management board members and employees or other personel members, for example, name, e-mail address, phone number, position in the company, etc.;
b) the purpose of processing the Personal Data is providing the Services to the User and performing the Agreement and the nature of processing includes any operation or sets of operations which are necessary to perform such purpose(s);
c) for the determined purposes and as part of fulfilling this Annex 1, Fingate shall retain the Personal Data until the termination of the Agreement. However, as provided in Fingate’s Privacy Policy, Fingate may retain such
data longer for its own purposes where Fingate acts itself as the controller of such data;
d) hereby User grants an authorisation to Fingate to engage and transfer the Personal Data to any sub-processors of Fingate as listed in chapter 6 of Fingate’s Privacy Policy, whereas this list is included in this Annex 1 by this reference. Also, the User gives a general authorisation to Fingate to engage new sub-processors at
Fingate’s discretion. If Fingate wishes to engage a new sub-processor, the User shall be notified by the change to the relevant list in Fingate’s Privacy Policy. The User has a right to submit an objection within 2 weeks of such change. If the User submits an objection, then the Parties shall enter into negotiations for accepting the new sub-processor;
e) Fingate shall conclude contracts with sub-processors that provide sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet
the requirements of the law.
2.3. Any obligations and provisions provided in this Annex 1 are subject to and possibly limited by the relevant AML/CTF and international sanctions regulations.