Company Registration number: 11247710
TERMS AND CONDITIONS
Last updated: 16th March 2018
INTRODUCTION
These terms and conditions (the "T&Cs") govern the basis on which you, ("you" or the "Contributor"), can make a contribution (a "Contribution") to PRONTAPAY LTD ("we" or "PRONTAPAY LTD") in exchange for the "PRO PAY" cryptocurrency created by PRONTAPAY LTD
These T&Cs also set out the procedure for the subsequent allocation to you of transferable cryptographic blockchain-based digital assets, each called PRO PAY Tokens ("PRO").
You need to read these T&Cs carefully and should keep a copy for future reference.
We have defined terms in these T&Cs as they are used. However please note the following definitions:
Fiat Money: This means fiat money that is money made legal tender by a government decree.
PRO PAY (PRO): PRO tokens are only intended for the Prontapay platform. They give no other rights but to use them as a means to obtain services on the Prontapay platform and to use and interact with the platform if and when it is successfully completed and becomes publicly available.
The tokens do not represent or give any title or share, participatory interest or collateral, equivalent rights or any other right to future shares of the platform’s revenue, intellectual property rights, or any other form of participation with the Prontapay platform and/or its affiliates.
Tokens are not refundable and not intended to be used as a digital currency, security, commodity, or any other financial instrument.
PRONTAPAY Platform: This platform is planned to be developed from the proceeds of the contributions to us.
PRONTAPAY Wallet: is the initial repository for PRO PAY.
Software: this refers to the underlying software application and software platform PRONTAPAY is based on, including the PRONTAPAY Platform the PRONTAPAY -Wallet and the Ethereum Network, as well as any other relevant software, technology and technical concepts.
RISKS
2.1) You should only make a Contribution in return for PRO PAY if you are happy with the risks of doing so. We are undertaking a relatively new type of fundraising. There may, therefore, be unforeseen risks of which we are currently unaware.
2.2) The usual risks involved in making this type of Contribution, and with the allocation, use and ownership of PRO PAY are set out below. You should read these carefully and only make a Contribution if you are comfortable with accepting these risks:
2.2.1) Risk of software weaknesses: The Software is still in an early development stage and unproven. This means that:
2.2.1.1) we cannot warranty that the process for receipt, use and ownership of PRO PAY will be uninterrupted or error-free; and
2.2.1.2) there is an inherent risk that the software and related technologies and theories we use could contain weaknesses, vulnerabilities or bugs ("Glitches"). Glitches could cause, inter alia, complete loss of PRO PAY and/or Ethereum Network.
2.2.2) Regulatory risk: crypto-currency and the underlying blockchain technology is currently subject to relatively light regulatory oversight. This is, however, subject to change. In the future, certain regulators or other governmental authorities may impose or extend regulations which could apply to either of these technologies. These regulations may have a negative impact on the current set-up of PRONTAPAY or the underlying Ethereum Network on which PRONTAPAY is based. These regulations could result in substantial modifications of the Software. There is also a risk that regulatory developments could cause their termination and the consequential loss of your PRO PAY.
2.2.3) Risk of abandonment / lack of success: The allocation of PRO PAY and the development of the PRONTAPAY Platform may be abandoned for a number of reasons, including:
2.2.3.1) lack of interest from industry;
2.2.3.2) lack of interest from the public;
2.2.3.3) lack of funding; or
2.2.3.4) lack of commercial success or prospects (for example, as a result of competing projects).
This means that, even if the PRONTAPAY Platform is partially or fully developed and launched, you may not receive any functionality through the PRO PAY you hold.
2.2.4) Risk of theft: The Software may be attacked by hackers or other individuals. If successful, such attacks could result in the theft or loss of PRO PAY, or the theft or loss of your Contributions, as well as impact our ability to develop and launch the PRONTAPAY Platform.
2.2.5) Risk of blockchain mining attacks: As with other public blockchain based systems that depend on independent miners, the Ethereum Network may be susceptible to mining attacks. These attacks may occur in a wide range of forms, and include but are not limited to:
2.2.5.1) double-spend attacks,
2.2.5.2) majority mining power attacks,
2.2.5.3) "selfish-mining" attacks, and
2.2.5.4) race condition attacks.
Any successful attacks are a risk to the Ethereum Network, the expected proper execution and sequencing of PRO PAY transactions, and the expected proper execution and sequencing of software computations.
2.2.6) Liquidity risk: PRO PAY is a new form of token currency and so market liquidity is not guaranteed and the value of PRO PAY over time (if any) may experience extreme volatility or depreciate in full. Lack of liquidity may cause difficulty in obtaining value should you decide to sell PRO PAY, or indeed may make it difficult for you to sell your PRO PAY at all;
2.2.7) General economic risks: Please be aware that the value of PRO PAY can fall as well as rise. You may not get back the full amount of your Contribution should you sell your PRO PAY. The value of PRO PAY may depend on fluctuations in the financial markets, or other economic factors, which are outside our control. The past performance of other cryptographic tokens is not necessarily a guide to the future performance of PRO PAY.
2.3) As long as we have acted in good faith, we do not accept responsibility for any of the risks set out above, to the maximum extent allowed by law, as we view you accepting these as part of your decision whether to make a Contribution.
3) AUDIT OF THE PRONTAPAY TOKEN CODE
3.1) Technical experts have, on a reasonable efforts basis, audited and approved the Software and PRO PAY code with regard to their functionality, accuracy and security standards. Those experts have confirmed the PRO PAY Token Code (the "Code") has been programmed according to the most currently available security practices and standards.
3.2) However, the software and technology that we have used is still in an early development stage. Its application is of an experimental nature which carries significant operational, technological, financial, regulatory and reputational risks.
3.3) Therefore, while the audit raises the level of security and accuracy, you understand and accept that it does not amount to any form of warranty, either direct or indirect, that the Code does not contain any weaknesses, vulnerabilities or bugs which could cause, for example, the complete loss of PRO PAY and/or Ethereum Network.
4) CONDITIONS FOR MAKING A CONTRIBUTION
4.1 You may not make a Contribution if you are a US citizen, or a person or entity permanently resident in the US or any of its territories. In the event you do make a Contribution where you are any of the above, you accept any and all risks, costs and damages associated with making a Contribution.
4.2 When you make a Contribution, or otherwise receive, use or hold PRO PAY, you may only do by accepting the following conditions and, by doing so, you represent that the following are a true and accurate reflection of the basis on which you are making the Contribution:
4.2.1) unless we otherwise agree in writing, we have not provided you with any advice regarding whether PRO PAY is a suitable investment for you;
4.2.2) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
4.2.3) you are legally permitted to receive and hold and make use of PRO PAY in your and any other relevant jurisdiction;
4.2.4) you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your Contribution and allocate PRO PAY to you;
4.2.5) you are legally permitted to receive software, including the Software and to make a Contribution;
4.2.6) you have not supplied us with information relating to your Contribution or otherwise which is inaccurate or misleading;
4.2.7) you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
4.2.8) you will notify us promptly of any change to the information supplied by you to us;
4.2.9) you are of a sufficient age to legally obtain PRO PAY, and you are not aware of any other legal reason to prevent you from obtaining PRO PAY;
4.2.10) you take sole responsibility for any restrictions and risks associated with receiving and holding PRO PAY, including but not limited to these set out in Section 2, Risks of making a Contribution;
4.2.11) by making a Contribution you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
4.2.12) you are not obtaining or using PRO PAY for any illegal purpose, and will not use PRO PAY for any illegal purpose;
4.2.13) you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the Contribution to PRONTAPAY LTD, with the allocation of PRO PAY and with the operation of the PRONTAPAY Platform;
4.2.14) your Contribution and the allocation of PRO PAY do not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
4.2.15) to the extent permitted by law and provided we act in good faith, we make no warranty whatsoever, either expressed or implied, regarding the future success of PRO PAY, the PRONTAPAY Platform and/or the Ethereum Network.
4.2.16) you accept that PRO PAY is created, and you obtain PRO PAY on an "as is" and "under development" basis. Therefore, provided we act in good faith, you accept that we are providing PRO PAY without being able to provide any warranties in relation to PRO PAY , including, but not limited to, title, merchantability or fitness for a particular purpose; and
4.2.17 you accept that you bear sole responsibility for determining if:
4.2.17.1) the Contribution,
4.2.17.2) the allocation, use or ownership of PRO PAY,
4.2.17.3) the potential appreciation or depreciation in the value of PRO PAY over time, if any,
4.2.17.4) the sale and purchase of PRO PAY; and/or
4.2.17.5) any other action or transaction related to the PRO PAY Platform and Ethereum Network
have tax implications. To the extent permitted by law, you accept that by making a Contribution, and/or by receiving, using or holding PRO PAY , you may not hold us or any party associated with us (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from such Contribution, or the allocation, use or ownership of PRO PAY , or any other action or transaction under these T&Cs.
5) PROCEDURE FOR ALLOCATING PRO PAY
5.1) PRONTAPAY will allocate PRO PAY to you if you make a Contribution during the Contribution Periods. Allocation will be awarded based upon the Contribution made plus any bonuses applied, compared to all other Contributions. In addition, if you make an early Contribution, PRO PAY shall also allocate a bonus number of PRO PAY, as set out in Section 6, Contribution Discount. All Contributions are non-refundable.
5.2) You may make a Contribution between 1st April 2018 at 11.00 (CET) until 11.00 (CET) on 15th May 2018 (the "pre-sale Contribution Period"). You may also make a Contribution between 20th May 2018 at 13:30 (CET) until 13:30 (CET) on 20th July 2018 (the "main Contribution Period"). However, we may, during either period, if we believe it is needed, pause the contribution function for any reason.
5.3) You may make a Contribution using the following currencies and cryptocurrencies:
5.3.2 Ethereum ETH
5.4) The minimum Contribution you can make during the pre-sale Contribution Period will be to the value of 1 ETH.
5.5) The minimum Contribution you can make during the main Contribution Period will be to the value of 0.25 ETH.
5.6) There will be no maximum cap for the pre-sale Contribution Period.
5.7) There will be no maximum cap for the main Contribution Period.
5.8) Contributions will be accepted by us via the official fundraising site https://prontapay.io If you decide to use or participate via an exchange or other intermediaries this is solely at your own risk and we accept no responsibility for these entities.
5.8) It is your sole responsibility to have an ether Wallet to enable us to deliver PRO PAY to you, please ensure that you own the private keys (exchange addresses are not ER20 compatible and tokens may be lost).
5.9) Upon you making a successful Contribution, we will record information regarding the quantity of PRO PAY that we will allocate to you in proportion to your Contribution (including any eligible discount award). This amount will be confirmed to you by email. If your Contribution is in a currency other than GBP, we will calculate the amount of the Contribution on the basis of the relevant exchange rate, as set out in section 5.9.
5.10) We will use best endeavours to comply with the timetable for the allocation of PRO PAY tokens upon confirmation of receiving your contribution, however this is subject to Section 0, Risks of making a Contribution.
5.11) In the event of the ICO concluding & Prontapay initial softcap not being reached, any free, bounty, airdrop or reward tokens that were issued may be subject to a small admin charge to cover administration & gas fees for distribution the sum of this fee would be $2, however this would only be appiccable if softcap is not reached.
6) CONTRIBUTION DISCOUNT
6.1) To take part in the pre-sale Contribution Period a minimum fund requirement per individual is 1 ETH.
6.2) Any individual taking part in the pre-sale Contribution Period will be awarded a discount as defined in 6.4.
6.3) To take part in the main Contribution Period a minimum fund requirement per individual is 0.25 ETH.
6.4) The main Contribution Period also includes various discounts that will be awarded to individuals depending on the time the individual participates, as defined below:
7) NON-ACCEPTANCE OF A CONTRIBUTION
7.1) We reserve the right not to accept a Contribution from you if:
7.1.1) to do so may involve us or you in a breach of legal and/or regulatory requirements; or
7.1.2) we believe on reasonable grounds that to do so would be impracticable or against your interests; or
7.1.3) to do so would run the risk of us suffering financial loss.
7.2 We will endeavour to inform you promptly if such circumstances arise.
8) PRONTAPAY PROJECT EXECUTION
8.1) We maintain our sole discretion to decide how to use received Contributions to develop and execute the PRONTAPAY Project and PRONTAPAY Platform.
8.2) You accept that if you make a Contribution
9) COMMUNICATION
All communications between you and us will be in English. We may communicate with you by email and you may communicate with us by email, in accordance with procedures notified to you by us (including security procedures and use of passwords).
9.1 You accept that any email correspondence is deemed to have been received at the time we access it. You accept that there may be a delay in responding to correspondence received via email. You also acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of its not reaching the intended recipient.
9.2) Although we take all reasonable care to ensure all electronic communications and attachments we send to you are free from any known virus or bug, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programmes, data or other material due to your use of our service.
9.3) We may record and monitor conversations we have with you for training, quality control, security purposes and/or where that is required by our legal and regulatory compliance obligations. We will keep a record of all communications (which may include your personal information) for as long as required by law.
10) TAXATION AND OTHER COSTS
10.1) We do not provide, nor do we accept responsibility for, legal, tax or accounting advice. Tax treatment depends on your individual circumstances and may be subject to change in the future. Please note that taxes and costs may exist that are not paid via us or imposed by us.
10.2) You have sole responsibility for determining if your Contribution, the allocation, use or ownership of PRO PAY , the potential appreciation or depreciation in the value of PRO PAY over time (if any), the sale and purchase of PRO PAY and/or any other action or transaction related to the PRONTAPAY Platform and Ethereum Network have tax implications for you. By taking any of these actions, you agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from them.
11) EXCLUSION FROM LIABILITY
11.1) None of PRONTAPAY , any developers, auditors, contractors or founders and/or the PRONTAPAY Platform operators accept any liability in relation to use of, or inability to use PRONTAPAY or the PRO PAY Wallet or Software to the maximum extent permitted by law, including as a result of any negligence or breach of contract, so long as such individuals have acted in good faith.
11.2) In addition, you acknowledge that PRONTAPAY and the developers, auditors, contractors or founders of PRONTAPAY or the PRONTAPAY Platform are not liable, and you agree not to seek to hold them liable, for the conduct of third parties, including other creators of PRONTAPAY , or for any regulatory implications or liability associated with or arising from your allocation, ownership or use of PRO PAY or any other action or transaction in relation to the PRONTAPAY Platform and/or the Ethereum Network. As such, you acknowledge that the risk of creating, holding and using PRO PAY rests entirely with you.
11.3) Please note, however, that the above does not limit or exclude liability for fraud or death or personal injury.
12) PERSONAL INFORMATION
12.1) For the purposes of these T&Cs, PRONTAPAY is the data controller (as that term is defined in the Data Protection Act 1998 ("DPA")) of the personal information that you provide to us or which we otherwise process under these T&Cs. This is because PRONTAPAY (either acting alone or jointly with others) determines why and how your personal information is processed and otherwise used in connection with your Contribution and PRO PAY token allocation. By personal information, we mean information which, either by itself or when combined with other information that we hold, or which is available to us, can be used to identify you. Our contact details are below if you have any queries about this.
12.2) PRONTAPAY will use your personal information to liaise with you in relation to your Contributions and PRO PAY token allocation under these T&Cs. PRONTAPAY will process the following personal information in connection with your Contribution and PRO PAY token allocation and PRO PAY Wallet: your full name, your contact details (such as your email address). PRONTAPAY will process your personal information to administer your Contribution, open a PRO PAY Wallet for you and for the purpose of the PRO PAY token allocation. Depending on how you make your Contribution (whether online or through a third party) PRONTAPAY may collect this personal information directly or indirectly. PRONTAPAY may disclose your personal information with third parties including subcontractors acting on our behalf such as back-up and server hosting providers, our IT software and maintenance providers and member(s) of PRONTAPAY 's group of companies who are relevant to what we do under these T&Cs. Where PRONTAPAY or any such third parties process your personal information outside the European Economic Area, steps will be taken to ensure that adequate levels of protection as are needed under the DPA apply are maintained.
12.3) PRONTAPAY may
disclose your personal information to any Government or regulatory body, or to law enforcement agencies (such as the police) where required for compliance with laws and/or regulatory requirements, or for the prevention or detection of crime. In addition, PRONTAPAY may share your personal information with our legal and professional advisors and with third parties in relation to any business restructuring such as purchasers of our business or assets (as relevant). It may be shared with tax authorities ("HMRC") and with courts where permitted or required under applicable laws.
12.4) Under the DPA you have the right to request from PRONTAPAY a copy of any of your personal data that we hold by making a Subject Access Request (SAR). You can make a SAR by writing to us by post or by email (see below). A nominal statutory fee of GBP10 may apply.
12.5) PRONTAPAY may use your contact inf
