01Preliminary provisions
This purchase agreement for digital verification infrastructure (the "Terms" or the "Agreement") governs the legal relationship between you acting under mandate (the "Applicant"), your mandator ("Client" or "Mandator") and Glacio Ltd ("Glacio"), a private limited company incorporated in Cyprus and registered office at Stavrodromiou, 69, Flat/Office 201, 6045, Larnaca, Cyprus.
Subject to these Terms, Glacio is a provider of digital verification infrastructure, offering a trustless solution validated through a digital certificate that has no intrinsic value. The service is offered on a solely business-to-business basis. You are an intermediary in the transaction between Us and the Client.
This is not intended to constitute a payment service, payment processing service, e-money issuance, deposit-taking activity, investment service or regulated cryptoasset activity.
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 is providing the e-commerce entity with the relevant certification software in order to offer Glacio's trustless infrastructure solution as a method of completing and validating the relevant contract. The relevant e-commerce entity has afforded you with the mandate to purchase the solution on its behalf from Glacio, and carry out the relevant validation for yourself and the e-commerce entity as parties to the relevant contract. Glacio will invoice the e-commerce entity for the relevant purchase of software services made on its behalf by you.
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 where it has a valid operational, security, legal, regulatory or commercial reason to do so. Where practicable and lawful, Glacio will provide reasonable prior notice of material changes, suspensions or discontinuations.
02Interpretation
Unless defined elsewhere in these Terms, capitalised terms shall have the meaning assigned thereto in the Definitions section. 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. A reference to any party shall include that party's permitted assignees and successors in title.
03The certificate(s)
Glacio enables e-commerce entities to generate a closed-loop certificate that has no intrinsic value, to be used as a nominal identifier within the certification system for which it provides validation infrastructure, on a 'Software as a Service' model. Such are not cryptocurrency, e-money or similar, and are not tradeable anywhere. Glacio may also contract with third parties in order to validate the relevant certificates.
The certificates are non-transferable, are not admitted to trading on any exchange or platform, and are intended solely for use within the relevant entity's closed-loop ecosystem as internal units of account. These certificates are generated by the e-commerce entity itself, not by Glacio, and exist purely as internal reference codes within that business's own system. Validation and certification infrastructure may also be provided by third parties as part of the software functionality. Glacio's involvement in any transaction is strictly limited to the provision of the validation infrastructure.
04The platform
Glacio does not process or control any underlying fiat transaction. Any payment processing for the underlying transaction is carried out by the relevant e-commerce entity and/or its appointed payment service provider, and not by Glacio.
Glacio reserves the right to suspend, at any time, the Services provided on its Platform. Subject to applicable law and Glacio's security procedures, Glacio may treat requests, instructions or transactions received through the Platform as authorised by the Client or Applicant where they are submitted through the applicable authentication or integration flow. Glacio is not responsible for verifying the underlying commercial transaction between the Applicant and the Client/Mandator, but may carry out checks required for security, fraud prevention, legal compliance or service integrity. Glacio may refuse to carry out, terminate, or reverse any instruction made through the Platform if it reasonably believes the instruction is invalid or that you or any Client has not acted in accordance with these Terms. 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. Glacio shall ensure that all transactions effected through the Platform are carried out as soon as reasonably practicable and shall not be liable for any damages incurred as a result of any delay.
You accept that once a transaction has been made it is concluded between Us and the Client on a B2B basis and cannot be stopped, modified or delayed save as agreed between us in the SaaS or other contract.
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 European Union, the United Nations Security Council, U.S. authorities (including OFAC and the U.S. Department of State), or any other authority having jurisdiction over the Applicant, Client, Mandator or their assets; a jurisdiction identified by the Financial Action Task Force ("FATF") for strategic AML/CFT deficiencies; or a jurisdiction in which the use of the Services is prohibited, restricted or unauthorised under local law.
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.
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 funds supplied by you shall be free from any charge, pledge, encumbrance or other security interest and beneficially owned by you and/or your Mandator; you act in compliance with all laws to which you are subject, including tax laws and regulations, exchange control requirements, and registration requirements; the information provided by you to Glacio is complete, accurate and not misleading; 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 harmless 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, or 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 it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to the foregoing, Glacio shall not be liable for any loss suffered or incurred by you in connection with the provision of the Services and/or use of the Platform unless it results from Glacio's gross negligence, wilful default or fraud; any loss due to actions taken by Glacio in accordance with its rights under the Terms; or 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 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.
You shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; modify, translate, or create derivative works based on the Services; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services and/or the Platform; create any link to, frame or mirror the Platform; or otherwise replicate the functionality or look and feel of the Platform.
10Blockchain technology use
The Digital Certificates are issued by clients of Glacio and operate on various decentralized and open-source blockchains and protocols. Glacio is under no obligation to support any particular blockchain or protocol, and assumes no liability or responsibility for a Client's failure to migrate certificates to another blockchain or protocol, nor for any losses arising 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, nor for any loss incurred if the communication was not in fact sent by you. 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 reasonably believed to have been sent by you shall be binding upon you.
12Record keeping
Glacio may monitor and/or record telephone conversations and retain any recordings, transcripts and other written communications for the periods set out in its Privacy Notice, retention schedule and/or internal record-keeping policy, subject to applicable data protection law. These records may be used for administering accounts, training purposes, evidencing regulatory compliance, or as evidence in court in the event of a dispute.
13Data protection
Glacio will process personal data in accordance with its Privacy Notice. Where Glacio acts as processor for a Client/Mandator, processing shall be governed by a data processing agreement compliant with GDPR Article 28.
14Amendments
Glacio may amend these Terms where it has a valid legal, regulatory, operational, security or commercial reason to do so. Where a change materially affects the Applicant or Client/Mandator, Glacio will provide reasonable notice unless immediate changes are required by law, regulation, security or service integrity. You may either accept or reject material changes before the date of their proposed entry into force. 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 terminate the relationship by giving at least thirty (30) calendar days' notice where reasonably practicable, except where immediate termination is required for legal, regulatory, security, fraud-prevention or service-integrity reasons, or if Glacio reasonably believes you or your Mandator has infringed these Terms, given false information, or exposed Glacio to regulatory or legal risk. Any indemnities granted in favour of Glacio under these Terms shall survive termination.
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 does not materially reduce any rights that cannot be waived under applicable law.
17Complaints
If you wish to make a complaint, you may do so by emailing our support team at contact@marvio.tech. Glacio will acknowledge and handle complaints within a reasonable period, taking into account the nature of the issue and any applicable legal or regulatory requirement.
18Fees and expenses
Any compensation including software service fees and similar charges payable to Glacio for its Services shall be paid at the time the certification system is purchased by you, for your Mandator, in accordance with the applicable invoice issued to your Mandator. 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 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. Glacio shall not be liable to you or your Mandator for any loss arising from or in connection with any agreement, representation, statement or undertaking made prior to the coming into effect of these Terms other than those expressly incorporated or referred to in these Terms.
23Governing law and jurisdiction
These Terms are governed, construed and interpreted in accordance with the laws of Cyprus. The parties irrevocably submit to the jurisdiction of the courts of Cyprus in respect of any disputes arising in connection with this Agreement. Nothing in this clause affects any mandatory rights or remedies that may apply under applicable law and cannot be excluded by contract.
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": The person accessing the Services through the relevant website who has agreed to these Terms and who purchases the certification infrastructure provided by Glacio on behalf of the relevant e-commerce entity.
"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)": The closed-loop digital identifiers generated by Clients within the digital certification infrastructure, used solely as internal units of account or identifiers for the purpose of validation within the Client's ecosystem. These have no intrinsic value, are non-transferable and are not admitted to trading on any exchange or platform.
"Widget": The software interface integrated into the Client's website that enables the Client to access the Services provided by Glacio through the Platform.