01Preliminary provisions
This purchase agreement for digital verification infrastructure (the "Terms" or the "Agreement") governs the legal relationship between you (the "Applicant") and Glacio Ltd ("Glacio"), a limited liability company incorporated under the laws of Cyprus, with company registration number 677497 and registered office at Stavrodromiou, 69 Flat/Office 201, 6045 Larnaca, Cyprus.
Subject to these Terms, Glacio creates and sells standalone Digital Keys incorporating digital verification, certification and evidentiary functionality. Each Digital Key is intended to constitute a genuine technology product with identifiable functionality and independent commercial value. The service is provided on a business-to-business basis to the relevant e-commerce entity, Product Operator or other business customer (the "Mandator"). The Applicant accesses the Digital Key journey and acquires and pays for the relevant Digital Key solely on behalf of the Mandator pursuant to a valid transaction-specific mandate issued by the Mandator.
The Applicant may proceed with a Digital Key purchase only where the Mandator has issued a valid and effective mandate relating to that specific transaction (the "Mandate"). Under the Mandate, the Mandator acts as principal buyer of the Digital Key, Glacio acts as seller, and the Applicant is authorised and directed to acquire and pay for the Digital Key from Glacio on the Mandator's behalf using the Applicant's own funds. Each Mandate is transaction-specific and may not be reused for another Digital Key purchase.
This is not a payment service, payment processing service, e-money offering or similar. Glacio's end client is an e-commerce entity with whom you wish to enter into a validation process. You are accessing Glacio's services through an API/widget on the e-commerce entity's website.
Glacio provides the Mandator with Digital Keys incorporating verification, certification, secure-access and related technology functionality. Pursuant to the Mandate, the Applicant acquires and pays for the relevant Digital Key from Glacio on the Mandator's behalf. The Mandator remains the principal buyer of the Digital Key and Glacio may invoice the Mandator for Digital Keys acquired on its behalf by authorised Applicants.
Glacio will only provide the Services once you have: read and confirmed agreement to these Terms; and provided Glacio with all such information and documentation as may be reasonably required for Glacio to comply with any relevant regulatory obligation in terms of law.
Glacio may change, suspend or discontinue any aspect of the Services, including hours of operation or availability of the Services, on reasonable prior notice where practicable. No prior notice is required where immediate action is reasonably necessary for security, fraud prevention, legal, regulatory or operational integrity reasons.
02Interpretation
In these Terms unless the context requires otherwise: unless defined elsewhere in these Terms, capitalised terms shall have the meaning assigned thereto in Schedule 1; headings are inserted for convenience only and will not affect the construction or interpretation of these Terms; words importing the singular include the plural and vice-versa; any reference to a statute, statutory instrument, or other regulations includes all provisions, rules and regulations made thereunder and will be construed as reference to such statute, statutory instrument, or regulations as amended, consolidated, reenacted or replaced from time to time; and a reference to any party shall include that party's permitted assignees and successors in title.
03The Digital Key(s)
Glacio creates, issues and sells Digital Keys using the verification, certification and related technical infrastructure available to it.
Each Digital Key constitutes a standalone, non-transferable digital technology product with identifiable functionality and independent commercial value. Its purpose is to verify the Applicant and the relevant access request, certify that verified request and provide tamper-evident evidence of the associated verified digital access.
A Digital Key may provide or evidence technology-enabled entitlements associated with the relevant Mandator's offering, including authenticated access rights, promotional rights, tournament-entry eligibility, platform functionality, features, bonus eligibility or other bona fide technology-related rights made available by the Mandator.
A Digital Key is not a deposit, account-funding mechanism, gaming credit, payment instrument or stored monetary value, and shall not be treated as a mechanism for transmitting money to the Mandator.
Any closed-loop credits, tokens or internal units subsequently created or made available by the Mandator are separate from the Digital Key. They are created, allocated, administered and controlled exclusively by the Mandator and are not created, issued, transferred or controlled by Glacio.
3.1 Verification and Assurance Levels. Each Digital Key is issued only after completion of the verification process applicable to the relevant transaction. Glacio may apply different levels of verification or assurance, including baseline, enhanced and higher-assurance verification, depending on the nature and value of the Digital Key, cumulative activity, previous verification results and identity, fraud, device, session, payment or other relevant risk indicators.
Depending on the applicable Assurance Level, verification may include humanness or bot detection, identity and contact-information checks, device or session checks, duplicate-account checks, fraud-risk scoring, blocklist and velocity controls, authentication checks and, where appropriate, identity-document verification, liveness verification or other enhanced checks.
Glacio may require a higher Assurance Level at any transaction value where relevant risk indicators justify additional verification and may reject a transaction where the applicable verification requirements are not satisfied.
Where identity information or documentary verification has previously been completed and remains current and lawfully retained, Glacio may rely on such information without requiring the Applicant to provide the same information again. Glacio may nevertheless perform fresh transaction-specific verification and risk checks in connection with each Digital Key.
04The platform
Glacio provides the Services exclusively through its Platform. The software service is seamlessly accessible to you as an end user from the relevant e-commerce website via API/Widget. The infrastructure is entirely hosted by Glacio and/or its business associates and is provided via API. This is entirely owned or licensed by Glacio. Glacio does not itself provide regulated payment services, execute payment transactions, transmit funds or issue electronic money. Payments relating to Digital Keys are processed by appropriately authorised third-party payment service providers or Acquirers. Glacio acts as merchant of record for the Digital Key sale and receives merchant settlement for its own commercial account.
Glacio reserves the right to suspend, at any time, the Services provided on its Platform. Glacio shall consider every request, instruction or transaction received through the Platform as authorised by the Client, provided that Glacio may apply reasonable security, fraud-prevention, identity-verification and compliance procedures where required by law or where reasonably necessary to protect the Platform, the Services or other users.
Glacio may rely on the authenticity, validity or correctness of any request, instruction or transaction received through the Platform where it reasonably appears to have been submitted through the authorised integration or credentials, subject always to applicable law and Glacio's reasonable security, fraud-prevention and compliance procedures.
Glacio may refuse to carry out an instruction or immediately terminate the execution of an instruction or reverse any instruction made through the Platform, in whole or in part, if it reasonably believes that the instruction is invalid or if it believes that you or any Client has not acted in accordance with these Terms or for any other justifiable reason. You shall hold Glacio harmless from any liability for any loss you may suffer as a result of Glacio's refusal in these circumstances and shall immediately indemnify Glacio for any loss it may suffer as a result of any such circumstance.
Glacio will only act on your request or instruction insofar as it is, in Glacio's opinion, not suspicious, practicable and reasonable to do so, and in accordance with law and Glacio's regular business and internal procedures. Glacio shall ensure that all transactions effected through the Platform are carried out as soon as reasonably practicable. Glacio shall not be liable for any damages incurred or suffered by you as a result of any delay.
Once a Digital Key Transaction has completed, it cannot ordinarily be modified or cancelled, subject always to any applicable legal rights and Glacio's applicable refund, reversal and chargeback procedures.
05Prohibited jurisdictions
The access and usage of the Services is prohibited for Applicants who reside in, are located in, are a citizen of, are incorporated in, have a registered office in, or are in any other way subject to the jurisdiction of: a country or territory subject to sanctions or trade embargoes administered or imposed by the United Nations Security Council, the European Union, the Republic of Cyprus, the country of residence or establishment of the relevant Applicant or Mandator, or any other competent sanctions authority having jurisdiction over the Applicant, Mandator, Glacio or their respective assets; a jurisdiction identified by the Financial Action Task Force ("FATF") for strategic AML/CFT deficiencies and included in FATF's High-Risk Jurisdictions listing; or a jurisdiction in which the use of the Services is prohibited, restricted or unauthorised in any form or manner, whether in full or in part, under the laws, regulatory requirements or rules in such jurisdiction.
The Services provided by Glacio may not be available in countries where the use thereof is prohibited by local law. If in doubt, the user should contact a legal adviser. Glacio will not be responsible for the use of its services by persons in countries where the use of such services is prohibited.
You hereby agree to indemnify Glacio on first written demand in respect of any action, claim or proceeding brought against Glacio as a result of you or the Client breaching this section of the Terms and/or using any of Glacio's services that are prohibited by local law in the user's country of residence and/or domicile. You will remain liable for any costs Glacio incurs in this regard.
06Representations and warranties
You represent and warrant that: the performance of these Terms by the Applicant or Client will not violate or conflict with any applicable law or regulation; you have the necessary authority, and have obtained all necessary consents, to enter into these Terms.
Any amount paid by you in connection with a Digital Key purchase shall be lawfully owned and controlled by you, free from any charge, pledge, encumbrance or other security interest, and you confirm that you are authorised under the Mandate to use your own funds to satisfy the relevant Certificate Purchase Price on the Mandator's behalf.
You act in compliance with all laws to which you are subject, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements; the information provided by you to Glacio is complete and accurate in all respects and is not misleading in any respect; and you are not subject to the jurisdiction of a Prohibited Jurisdiction.
07Indemnity
You agree to defend, indemnify, and hold Glacio and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: a breach of these Terms by you; and your use of the Services, and any breach of applicable law, regulation or third-party rights by you or your Mandator.
08Liability
Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded under applicable consumer, product liability, data protection or digital services laws. Subject to the foregoing, Glacio shall not be liable for: any Loss suffered or incurred by you as a result of or in connection with the provision of any of the Services and/or use of the Platform unless and to the extent that such Loss is suffered or incurred as a result of Glacio's gross negligence, wilful default or fraud; any Loss due to actions taken by Glacio in accordance with its rights under the Terms; and any consequential or other indirect Loss suffered or incurred by you.
09Intellectual property and information technology
The Services, the Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, branding and get-up, video and audio, and the design, selection, and arrangement thereof) are owned by Glacio, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These cannot be copied, used or imitated without the prior written consent of Glacio and all rights not expressly granted to you in these Terms are reserved by Glacio.
Except as expressly stated in these Terms, and subject to applicable law, Glacio makes no warranties or representations, whether express or implied, statutory or otherwise, in relation to the Services and/or the Platform.
You shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the modules, components and scripts, source code or underlying ideas or algorithms of the Services and/or any software as provided as a service hereunder; modify, translate, or create derivative works based on the Services and/or the software as provided as a service hereunder; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services and/or the Platform; create any link to the Services and/or the Platform or frame or mirror any content contained on, or accessible from, the Platform; or otherwise replicate or seek to replicate the functionality or look and feel of the Platform.
10Blockchain technology use
Digital Keys are issued by Glacio. A record or cryptographic hash of a Digital Key may be recorded on a decentralised, distributed-ledger or other tamper-evident system for evidential and integrity purposes. Glacio is under no obligation to support any particular blockchain or protocol.
Glacio assumes no liability or responsibility whatsoever arising out of or relating to a Client's failure to effectuate the migration of any relevant certificates to another blockchain or protocol identified by Glacio, should the need arise. Glacio assumes no liability or responsibility whatsoever for any losses or other issues that might arise from Glacio electing to support or not support a particular blockchain or protocol.
11Communications
Glacio will act upon any instructions given by email if it reasonably appears to Glacio that the communication was sent by you. Glacio shall not be liable for acting in good faith on such communication. In the event that the communication was not sent by you, Glacio shall not accept liability for any loss you may incur. Glacio shall not be liable for any loss the Client incurs if either the Client or Glacio do not receive an email which is sent to the last e-mail address notified to the other party or if such an email is received or seen by any third party.
Glacio shall not be under any duty to verify the identity of the person or persons giving instructions by phone or e-mail, and any transaction made pursuant to any communication received by Glacio and reasonably believed to have been sent by you shall be binding upon you.
You agree to hold Glacio harmless and to indemnify Glacio at all times from and against all actions and/or losses incurred by Glacio which shall have arisen directly or indirectly out of or in connection with Glacio accepting and acting in reliance on any such phone or e-mail communication, notwithstanding that any such instructions may not have emanated from you.
12Record keeping
Glacio may monitor and/or record telephone conversations and retain any recordings or transcripts thereof and any other written communication Glacio has with you only where lawful, necessary and proportionate, and for the retention periods set out in its privacy notice, data retention policy or other applicable legal or regulatory requirements.
These records may be used by Glacio for the non-exhaustive purposes of administering any relevant accounts, training purposes, evidencing compliance with regulatory requirements where applicable, or as evidence in court in the event of a dispute.
13Data protection
Glacio will process any personal data provided by you in accordance with its privacy notice. The Applicant hereby acknowledges and confirms that they have been informed of Glacio's privacy notice. Where Glacio processes personal data on behalf of a Mandator as processor, such processing shall be governed by a separate data processing agreement or other binding arrangement meeting the requirements of Article 28 GDPR.
14Amendments
Changes in these Terms and/or any other agreement(s) in place between Glacio and you which are not in your favour may take place at any time, by giving notice to the Client at least two (2) months in advance of the proposed date of effectiveness of the changes, unless a change in applicable law or regulation requires Glacio to take immediate action, in which case such changes shall be effective immediately without the need for Glacio to provide prior notice.
You may either accept or reject the changes before the date of their proposed entry into force. You will be deemed to have accepted any changes only where you have been given clear prior notice of the proposed changes and a reasonable opportunity to reject them or terminate the Agreement before they take effect. Material changes shall not apply retroactively unless required by applicable law.
In the event that you reject any changes, your agreement with Glacio shall automatically terminate on or before the date of the implementation of the proposed changes.
15Termination
The relationship between you and Glacio is indefinite and shall remain in force so long as your use and/or your Mandator's use of the Services continues. Glacio may also terminate the relationship by giving at least thirty (30) calendar days' notice where reasonably practicable, except where immediate termination is required or reasonably necessary for legal, regulatory, security, fraud-prevention or service-integrity reasons.
Glacio may also terminate the relationship immediately without giving prior notice if: Glacio reasonably believes that you or your Mandator has infringed any terms of the Agreement and/or given any false information; you and/or your Mandator behave in a manner that makes it inappropriate for Glacio to continue providing the services; you place Glacio in a position where it might break a law, regulation, code or other duty which applies to it; any step, application or proceeding has been taken by or against you and/or the relevant client of Glacio/your Mandator; you or your Mandator expose Glacio to action or censure from any government, regulator or law enforcement agency; or Glacio reasonably determines that the relationship with you is prejudicial to its legitimate interests, legal or regulatory obligations, security, or the integrity of the Services.
Upon termination of these Terms you shall take all reasonable instructions from Glacio in order to bring the relationship to an end. The termination of these Terms shall be without prejudice to any other rights or remedies Glacio may be entitled to hereunder or at law. Any indemnities granted in favour of Glacio under these terms shall survive termination of the Terms.
16Assignment
You may not transfer or assign any of your rights or obligations under these Terms without the prior written consent of Glacio. Glacio may assign or transfer any of its rights or obligations under these Terms and shall notify you by email when doing so, provided that such assignment or transfer does not materially reduce any rights that cannot be waived under applicable law.
17Complaints
Complaints concerning the purchase, verification, certification, billing, refund or delivery of a Digital Key may be submitted to Glacio at contact@marvio.tech.
Complaints concerning the Mandator's underlying products or services, customer account, Closed-Loop Credits, balances or withdrawals must be directed to the relevant Mandator. Where reasonably practicable, Glacio may redirect a complaint to the relevant Mandator where the subject matter falls outside Glacio's responsibility.
18Fees and expenses
The Certificate Purchase Price payable by the Mandator for each Digital Key may be satisfied by you, acting pursuant to the Mandate, by making the corresponding payment on the Mandator's behalf using your own funds. Payment shall be made through the payment route made available by Glacio and processed by the applicable authorised Acquirer or payment service provider.
Such compensation shall be payable at such times as may be stated in the invoice issued to your Mandator or otherwise at such frequency as may be notified reasonably in advance by Glacio from time to time.
Glacio shall give at least one month's notice of any proposed increase of any such fees and charges. An updated Schedule of Fees and Charges may be obtained from Glacio by you or your Mandator at any time upon request.
19Waiver
Any forbearance of any breach hereof or conduct which is not strictly in line with these terms and conditions shall not operate as a waiver of such.
20Severability
If any provision of these Terms is or becomes invalid or unenforceable, the provision will be treated as if it were not in the Terms, and the remaining provisions of the Terms will still be valid and enforceable.
21Previous agreements
You acknowledge and accept that these Terms replace all previous agreements and correspondence between you and us in relation to the services contemplated in this Agreement, except to the extent any mandatory rights, obligations or liabilities cannot be excluded or limited under applicable law.
22Entire agreement
Save as otherwise expressly provided herein, these Terms and the documents referred to herein constitute the entire agreement between Glacio and you in connection with the provision of the Services to your Mandator. Nothing in this clause excludes liability for fraud, fraudulent misrepresentation, mandatory statutory rights, or any liability that cannot be excluded by applicable law.
23Governing law and jurisdiction
These Terms are governed, construed and interpreted in accordance with the laws of Cyprus, subject to any mandatory rights or protections that may apply under EU law or the laws of the Member State in which an Applicant is habitually resident, where applicable. The parties irrevocably submit to the jurisdiction of the courts of Cyprus in respect of any disputes arising in connection with this Agreement, without prejudice to any mandatory jurisdictional protections that may apply under applicable law.
24Schedule 1: Definitions
For the purposes of these Terms, the following expressions shall have the meanings set out below unless the context otherwise requires:
"Agreement or Terms": These terms and conditions governing the provision of the Services by Glacio.
"Applicant": means the person accessing the Services who, pursuant to a valid transaction-specific Mandate issued by the relevant Mandator, acquires and pays for a Digital Key from Glacio on the Mandator's behalf using the Applicant's own funds.
"Assurance Level": means the level of Verification Services applicable to a particular Digital Key Transaction, determined by Glacio by reference to the nature and value of the Digital Key, cumulative activity, previous verification and relevant identity, fraud, device, session, payment or other risk indicators.
"Client": The e-commerce entity on behalf of which you have purchased the software services from Glacio.
"Glacio": Glacio Ltd, the provider of the certification infrastructure and Services described in these Terms.
"Loss": Any loss, damage, liability, cost, expense, claim or demand including legal costs.
"Mandator": The Client of Glacio, the e-commerce entity on behalf of which you have purchased the software services from Glacio.
"Platform": The technological infrastructure operated by Glacio through which the Services are provided and through which e-commerce entities integrate the certification infrastructure via API or widget.
"Prohibited Jurisdictions": The jurisdictions defined in Clause 5 of these Terms, including those subject to sanctions, embargoes, FATF high-risk listings, or jurisdictions where the use of the Services is prohibited or restricted by law.
"Services": The digital certification validation infrastructure, smart-contract infrastructure, API/widget functionality and related software services provided by Glacio through the Platform.
"Certificate(s)" or "Digital Key(s)": means the standalone, non-transferable digital technology product created and issued by Glacio which records that a defined access request has passed the applicable Verification Services, has been certified by Glacio and has been delivered or made available in accordance with the relevant Digital Key journey.
"Verification Services": means the identity, humanness, authentication, fraud-prevention, device, session, risk, document, liveness, duplicate-account and other verification checks which Glacio may perform in connection with a Digital Key.
"Widget": The software interface integrated into the Client's website that enables the Client to access the Services provided by Glacio through the Platform.