Quantoz Payments B.V. hereafter referred to as “QP”, “we,” “our,” “us,”) is an authorized electronic money institution (EMI) supervised by the Dutch Central Bank that offers a blockchain-based ecosystem for the issuance and redemption of an electronic money token (EMT) called EURD.
Further information about us is available on our website, www.quantozpay.com.
1. Service Provider and the Service
1.1. Our contact details are as follows:
Name: Quantoz Payments B.V.
Address: Europalaan 100, 3526 KS Utrecht, The Netherlands.
1.2 We are registered by the Dutch Central Bank (De Nederlandsche Bank) as an electronic money institution (EMI) under the Financial Supervision Act (Wet op het financieel toezicht – Wft).
1.3. With the conclusion of this Agreement, QP shall provide the Service to you. The Service enables you to request Minting of EURD and request redemption of EURD to you in accordance with this Agreement.
1.4. We are entitled to charge fees from you for using the Service as per the Pricing in force at a given time.
2. Conclusion of the Agreement and Applicable Terms
2.1. You and QP enter into the Agreement electronically via remote communication or the Service, whichever method is used by us at any given time.
2.2. You must carefully read this Agreement and ensure compliance before and during its validity. Using the Service confirms your understanding and acceptance of its provisions. If you cannot comply, refrain from using the Service.
2.3. The Agreement between QP and you becomes effective immediately after registration.
2.4. When entering into the Agreement, you agree to communicate with us via the Service and remote communication.
2.5. QP reserves the right to refuse to conclude the Agreement with any party.
2.6. You shall take into account the terms set by network operators, device manufacturers, and other third parties, which may be a condition for using the Service provided by us.
3. Compliance with the AML Act
3.1. In accordance with the AML Act, QP has a legal obligation to know its Customer (KYC) and ensure that you do not use the Service or enable the Service to be used for money laundering or terrorist financing.
3.2. You understand and agree that QP may use any and all necessary legal means (e.g., deriving information of you from reliable third-party sources, such as government databases) to ensure QP compliance with the AML Act regarding the provision of the Service to you. You are also responsible for complying with applicable laws, including anti-money laundering, and countering the financing of terrorism laws. You understand that not complying with applicable laws might harm the reputation of QP. When doing so, you shall compensate us for all damages caused.
3.3. You understand and agree that if QP is unable to ensure sufficient compliance with the AML Act regarding you using the Service, we may unilaterally, without any kind of advance notice, decide to stop offering the Service, and terminate the Agreement with you. In such situations, you are not entitled to compensation.
4. Information Provided by you to us
4.1. You are obliged to provide QP with the correct, sufficient, and necessary information requested by us at any given time in order to enter into the Agreement and execute the Service.
4.2. You are solely responsible for the correctness and timeliness of the information provided.
4.3. You must immediately notify us of any changes to your information in the Service, such as changes in your name, address, or political status.
4.4. QP is not responsible for damages caused by your negligence to notify us of the changes in your information.
4.5. QP has the right to charge you for the costs for not notifying the changes in your information to us.
5. Our Rights and Responsibilities
5.1. QP owns and retains all proprietary rights in the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, and other proprietary information of QP and our licensors.
5.2. The Service may enable you to view, access, communicate and interact with third party sources, for example, third party websites and services. We do not assume any responsibility for the content, actions, or practices of any such sources. Your interaction with such a source and your use of, and reliance upon, any content provided by such sources is at your sole discretion and risk.
5.3. We are not responsible for the content of the Service or its correctness, except for the content generated by us. Thus, we are for example not responsible for information you disclose through the Service.
6. Your Rights and Responsibilities
6.1 To access and use the Service, you must be a legally recognized entity or an individual residing within the European Economic Area (EEA). By registering an Account and/or utilizing the Service, you confirm and guarantee that you possess the capacity to enter into a legally binding agreement with QP. You further certify that you are not prohibited from using the Service by any legal restrictions and that you will adhere to the terms of this Agreement, as well as all relevant local, regional, national, and international laws, guidelines, and regulations.
6.2. The Account is personal and only you shall have access to it. You are responsible to take all necessary measures to keep the Account personal. To be noted, the User’s account in the Service shall also be personal and may not be used by other Users or third parties.
6.3. You agree to use the Service only for the purposes permitted by the Agreement and any applicable laws, regulations or generally accepted policies or guidelines in the relevant jurisdiction.
6.4. You are solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar technologies used by you.
6.5. You agree not to take up any actions that disturbs or in any other way hinders the Service or its servers or networks.
6.6. The Service may contain links to third party websites. When you visit third party websites, you do so on your own responsibility and risk.
6.7. You agree not to send, transmit or store material through the Service that is in violation of good practice or law. You also agree not to incite others to engage in any such activities. Furthermore, you agree not to violate anyone’s intellectual property rights through the Service.
6.8. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service. You agree to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark, and other intellectual property notices.
6.9. If you do not comply with this Agreement, QP may terminate the Agreement with direct legal effect, cancel your Account and implement any other similar procedure.
6.10. You act diligently towards QP in all activities between us. You understand that the Account and the login information are your personal information, and these must be stored and used with care and security so that third parties cannot access or use them. You do not give access to or grant any third party the right to use the Service.
6.11. You shall always sign out of the Service when you stop using the web application or a similar applicable application enabling the use of the Service.
6.12. You must immediately notify us of the loss of the login information, third party possession or unauthorised use of the Account to the following email address: firstname.lastname@example.org. You are solely responsible for all activity in the Account.
6.13. You are obliged to take all reasonable steps to fulfil the duty of diligence and to ensure regularly, in accordance with the circumstances, that the duty of diligence has been fulfilled.
6.14. You are solely responsible for complying with applicable laws. You agree that QP is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from the use of EURD or the Service, including any accurate reporting of the tax or legal status of EURD in the appropriate jurisdiction.
6.15. You guarantee that when your Users use the Service, they shall comply with your obligations under the Agreement. You are solely responsible for the actions or inactions the User undertakes while using the Service.
7. Term and Termination
7.1. The Agreement is in force until further notice.
7.2. You may terminate our business relationship at any time by closing your Account and request redemption of any remaining EURD associated with your Account except otherwise specially agreed upon or stated in law.
7.3. We have the right to suspend and prevent you of using the Service and/or terminate the Agreement immediately and at the same time stop offering the Service to you and close the Account if you have materially breached the obligations under the Agreement. We will send a notice of termination or cancellation to you. In such a case, we are entitled to charge a fee, and take any steps we deem necessary.
7.5. We may, within the limits of applicable law, deem it appropriate to prevent the use of the Service with immediate effect or to restrict your ability to use certain functions of the Service if we suspect violation of these Terms of Service, other terms, our internal policies or laws and regulations that govern our operation. If the business relationship is terminated or suspended unilaterally by us, the total monetary value of your EURD held shall be redeemed with a deduction of relevant fees according to our Fee schedule. You will be notified of the termination electronically. We reserve the right to delay and/or obey to competent authorities’ instructions when the monetary value of EURD itself is suspected to have been gained unlawfully, used to finance terrorism or in money laundering purposes, and/or used in violation of the Terms of Service or other applicable laws and regulations. In certain circumstances, we will consult with the FIU.
7.6. Our obligation to offer the Service ends when the Agreement is no longer in force.
7.7. At the end of the customer relationship with the QP, your Account may be closed, and your right to use the Service shall cease.
7.8. The following sections shall remain in force even after the termination of the Agreement 3, 5, 6, 11, 12 and 16.
8. Changes to the Agreement and the Service
8.1. QP has a unilateral right to change the Agreement. We will notify you of the changes in the Service. The changes enter into force on the date specified by us, however, no earlier than thirty days after sending the notice to you.
8.2. The Agreement will remain in force as amended unless you do not accept the changes. In such case, you can terminate the Agreement (see section 7.2). To continue the use of the Service, it may be required that you accept the changed Agreement by a so-called tick the box-method in the Service.
9. Language, Communication, and Customer Service
9.1. English shall be used in any communication.
9.2. Communication is via email email@example.com and the Service.
10. Processing of Personal Data
11. Fees and Taxes
11.1. We have the right to charge you a fee for using the Service in accordance with the Pricing in force at a given time. The Pricing is published on our website. You acknowledge, that we have the right to charge a fee that also applies to the redemption of the EURD.
11.2. The Pricing may be changed as the rest of this Agreement.
11.3. All fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, some of which you will be responsible for and must pay in full.
12. Indemnity and Limitation of Liability
12.1. You agree to defend, indemnify and hold harmless QP and our affiliates, and respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Service; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any intellectual property rights or data protection right.
12.2. The Service is provided on an “as is” and “as available” basis. While we strive to provide access to the Service at all times, we do not guarantee that the Service is usable at any given time or that the Service will work flawlessly. QP does not guarantee the uninterrupted and continuous operation of the Service or other equipment and/or systems used in the execution of the Service.
12.3. In addition to the costs and interest loss incurred by QP, we are only obliged to compensate you for any direct damage caused to you by our breach of an applicable law or the Agreement. You are not entitled to compensation from us if you do not notify us of the reason for the compensation within a reasonable time after becoming aware of the reason.
12.4. We shall not be liable for damages if the performance of our obligations under the Agreement or an applicable law would be contrary to another applicable law.
12.5. In the case that you suffered losses, you shall take all possible actions to limit these losses. If you fail to do so, you will be liable for damages.
12.6. You are not entitled to compensation due to the termination of this Agreement or due to the termination of the Service.
12.7. To the fullest extent allowed by applicable law and this section 12, in no event will QP, its affiliates, business partners, licensors or service providers be liable to you or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if we have been advised of the possibility of such damages.
12.8. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever, and regardless of the form of the action, will always be limited to the amount paid, if any, by you to QP for the Service within the month preceding the date of bringing a claim.
13. Force Majeure
13.1. A party shall not be liable for damages if the party can show that the performance of its obligation was prevented by an unusual and unforeseeable cause beyond its control and the consequences of which it could not have avoided with all due diligence.
13.2. Force majeure or other similar circumstance entitles us to suspend the provision of the Service for the time being.
13.3. We may notify of a force majeure through the Service, website, in the media or through other appropriate means.
14. Transfer of Agreement
14.1. We have a unilateral right to transfer the Agreement and the receivables related to it and other rights and obligations in full or in part to a third party.
14.2. You are not entitled to transfer the rights and obligations under the Agreement.
15. Regulatory Authorities
15.1. The EMT services QP provides are supervised by the Dutch Central Bank (De Nederlandsche Bank) Postal address, Postbus 98, 1000 AB Amsterdam.
16. Governing Law and Disputes
16.1. This Agreement shall be governed by the laws of The Netherlands, without regard to its principles and rules on conflict of law.
16.2. If you believe that QP has acted in violation of this Agreement, you should first contact us. Any disputes between you and QP are primarily resolved through negotiations.
16.3. Any dispute, arising out of or relating to the Agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Dutch Chamber of Commerce (Kamer Van Koophandel). The number of arbitrators shall be one (1). The seat of arbitration shall be Utrecht, Netherlands. The language of the arbitration shall be English. However, evidence may be submitted, and witnesses may be heard in Dutch, to the extent the arbitral tribunal deems it appropriate.
17. Information of EURD
17.1. The legal issuance of a euro backed “EMT” in the European Economic Area requires a relevant financial license provided by an official financial authority of a European Union member state. Therefore, QP, as the issuer of the euro backed “EMT”, EURD, is licensed as an EMI in the Netherlands by the Dutch Central Bank “DNB”. The Dutch Financial Supervisory Authority supervises the operations of QP and EURD.
17.2. From a regulatory perspective and by the affirmation of the Dutch Financial Supervisory Authority, EURD is “EMT” under applicable laws (which are based on EMD2 and PSD2).
17.3. One (1) EURD Minted shall always be backed up by one (1) euro in value, whereby EURD always is fully backed by at least an equivalent value of Reserves. As an EMI, QP is liable under applicable laws to sufficiently safeguard the Reserves, whereby it is not just a contractual promise of QP to safeguard the Reserves, but also its regulatory obligation.
17.4. You can use the Service to request us the Minting of EURD and/or request us to redeem EURD to you.
18. Mint of EURD
18.1. EURD is minted at its face value when we receive your funds. Please be aware that the amount you send from your bank account and the amount we receive might differ due to transaction and currency conversion fees.
18.2 Payments made in a currency other than euros are exchanged for euros using the exchange rate applied by the related service provider used by QP at any given time. QP charges a fee in accordance with the Pricing for the currency exchange.
18.3. QP shall mint and transfer the Minted EURD to you only after we have received all related payments.
18.4. Once the Minted EURD is transferred to you, you become the sole legal owner of the EURD.
19. Redemption of EURD
19.1. Upon your request, we’ll redeem the monetary value of EURD at any time and at its face value. There are fees associated with redemptions, as detailed in our Fee Schedule. Your ability to redeem EURD depends on (i) having a corresponding amount in your wallet, (ii) compliance with these Terms of Service and our internal policies, and (iii) no regulatory, law enforcement, or court actions that restrict redemption.
19.2. Upon redemption of EURD, we shall pay the euros to you without undue delay.
20. EURD Transaction
20.1. A EURD Transaction shall be deemed received and its execution shall begin when you have provided sufficient information to execute the transaction and consented to the execution of the EURD transaction as well as paid all related fees to us as per the Pricing. You are responsible for the accuracy of the information.
20.2. We are not obliged to execute a EURD Minting or Redemption transaction if we do not have the information necessary for its execution, or you have, if applicable, not paid us all related fees as per the Pricing or there is another justified reason, as reasonably determined by us, for not executing the EURD Transaction.
20.3. If the EURD Transaction has been executed incorrectly or has not been executed due to a reason attributable to you, we have the right to charge a fee for the recovery of funds in accordance with the Pricing.
20.4. QP has the right to amend a typing error, erroneous invoice or another such technical error in the transmission of EURD based on its own error, even if the payment has already been transmitted within a reasonable time after the error occurred. We will immediately notify you of the error and its correction in the Service.
20.5. QP provides you with information on the EURD Transactions in the Service or otherwise in writing.
20.6 EURD Transactions are considered performed when QP provides proof on the blockchain.
21. Freeze EURD assets
21.1 In some circumstances, we are obligated to blacklist certain wallets and freeze associated EURD (temporarily or permanently) to protect you and the Services from being used in illegal activity or activity that otherwise violates the provisions of this Terms of Service. We reserve the right to blacklist wallets that we in our sole discretion and/or, in accordance with the relevant Financial Intelligence Unit (“FIU”) instructions, determine to be associated with illegal activity. If you send or receive EURD to/from a blacklisted address, we may be obligated to freeze such EURD or take steps to terminate your QP account or both. We are obligated to report suspected illegal activity to the FIU and consequently, you may forfeit any rights associated with your EURD, including the ability to redeem e-money for funds if the FIU so requires. We may also be forced to freeze EURD and/or surrender associated funds that we safeguard in the event we receive a legal order from a competent government authority requiring us to do so.
22. Liability for the Execution of the EURD Transaction
22.1. Our liability for the execution of the EURD Transaction ends when the EURD Transaction has been fulfilled. You shall notify QP of an unlawful, unexecuted, or incorrectly executed EURD Transaction without undue delay after its discovery.
22.2. If you do not notify us of an unlawful, unexecuted, or incorrectly executed EURD Transaction within five business days from the execution of the EURD Transaction, you are not entitled to receive compensation or a refund from us, and QP shall not be liable for anything related to the said EURD Transaction.
23. Supported blockchains
23.1. EURD is from a regulatory perspective, an EMT that runs on a blockchain. We may freely and unilaterally choose and amend what blockchains EURD shall support.
24.1. EURD is merely a digital representation of the official euro currency, whereby it is not designated to intrinsically create returns to you or End Users, increase in value or accrue any other benefits for you or the End User.
24.2. QP does not have any legal rights in the EURD owned by you, End User or any third party.
24.3. As EURD is based on a technology of a public and decentralised blockchain, it is possible that a third party could create a similar instrument to EURD. We have a connection only to the EURD governed by us and described in this Agreement. We do not bear any responsibility for any digital asset imitating EURD.
24.4. As EURD is based on a technology of a public and decentralised blockchain, we do not have any ability, obligations or means to prevent or mitigate attacks or resolve any other issues that might arise with any blockchain EURD is issued on. Any such events may delay or prevent you from sending or receiving EURD, and we shall bear no responsibility or liability for any losses that result from such issues.
24.5. The blockchains supported by EURD may be changed occasionally at the sole discretion of QP. If QP decides to have EURD no longer support a given blockchain, we shall inform you in writing at least 60 days before the decision takes effect following our notification.
24.6 Notwithstanding anything mentioned afore, you understand and accepts that:
All Minting of EURD require us to sufficiently know you as per the AML Act. If we are unable to sufficiently know you, QP will not Mint EUROD to you.
All redemptions of EURD require QP to sufficiently know you as per the AML Act. If we are unable to sufficiently know you, you do not have a right to request us to redeem your EUROD.
25. Notification of Risks related to EURD
25.1. As an EMT, the value of EURD is always the value of the euro. However, as EURD be available in third-party services that may have different ways of valuing EURD than we, we shall not have any control over the valuation of EURD in third party services. We are not responsible for any losses or other issues that may result from fluctuations in the value of EURD in third party services.
25.2. QP is responsible only for the Minting and Burning of EURD as per this Agreement. EURD may not be available in third party services, of which QP does not have any control over. We are not responsible for anything related to EUROD’s availability in third party services.
25.3. EURD is based on blockchain technology. Blockchain transactions are irreversible. Therefore, losses arising from fraudulent or accidental transactions may not be recoverable. QP shall not be responsible for any transfers of EURD to which we are not a party.
25.4. Your Account is solely controlled by you whereby solely you shall be responsible for the safe use of your Account. QP shall not be liable for anything related to your Account.
26. Notification related to your Use of EURD
26.1. You are solely responsible for using EURD and that its use of EURD complies with all applicable laws. You understand and agree that we are not responsible for ensuring that you use EUROD in accordance with applicable laws.
26.2. You acknowledge that if EURD is used in a manner that requires a relevant financial license, you shall be solely responsible to ensure that its operations are carried out in accordance with applicable laws. You further acknowledge and accepts that QP shall not be liable for anything related to your use of EURD.
27. Notification of Non-distribution of “EMT” EURD
27.1. “EMT” distribution by a distributor of an EMI means a regulated practice under EMD2 wherein EMI distributes EMT through a natural or a legal person that acts on behalf of the EMI.
27.2. As you use EURD solely for your own purposes and not in any way on behalf of QP, nothing in this Agreement shall create a legal relationship where you would act as our distributor of EURD per EMD2. You and QP specifically agree with this Agreement that you shall not act as our distributor of EURD as per EMD2.
27.3. If you want to establish a legal relationship where you act as our distributor of EURD as per EMD2, you must conclude a separate written agreement that specifically governs the distributor relationship between you and QP.