Terms and Conditions for Partners

Effective Date: 12.12.2024

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General

Who We Are?

BlockDev PLC (“BlockDev,” “we,” “us”) is a company incorporated under the laws of Bulgaria as a crypto asset business with NRA accreditation, specializing in providing secure payment gateway solutions, and crypto transaction facilitation through open banking services.

The Platform

  1. The BlockDev platform (“the Platform”) serves as an advanced fintech ecosystem enabling Partners (“You”) to offer payment and crypto-related services to your clients.
  2. BlockDev provides seamless API integration, payment gateway functionality, and compliance tools for enabling fiat-to-crypto, crypto-to-fiat, and crypto-to-crypto transactions, and secure payment processing through open banking infrastructure.

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Acceptance of the General Conditions

By accessing and using BlockDev services through the Platform, you acknowledge that you have read these General Conditions and agree to be bound by them. Continued use of our services constitutes your acceptance of these terms and any amendments we may introduce.

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Communication Between BlockDev and Partners

  1. Communication between BlockDev and Partners will be conducted electronically via email, notifications, or other forms of electronic messaging.
  2. By using our services, you consent to receive communications from us in electronic form, which will satisfy any legal requirement for written communication.

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Access and Use of the Platform

Restricted Jurisdictions

BlockDev reserves the exclusive right to determine the markets and jurisdictions in which it operates and to restrict or deny access to the Platform and services at its sole discretion. Entities and individuals located in, operating from, or otherwise associated with countries subject to sanctions or restrictions imposed by OFAC, the European Union, FATF, or other applicable regulatory or governmental bodies (“Restricted Jurisdictions”) are strictly prohibited from accessing or using the Platform and services.

If BlockDev identifies that you, your clients, or any parties associated with you are located in, have connections to, or are otherwise affiliated with any Restricted Jurisdictions, BlockDev reserves the absolute right to refuse to enter into a contract with you, suspend your account, or terminate your access to the Platform and services immediately without prior notice.

This includes situations where such affiliations pose a risk of legal or regulatory non-compliance, reputational harm, or any adverse impact to BlockDev’s operations. BlockDev may, at its sole discretion, conduct periodic checks, request additional information, or take any other necessary measures to ensure compliance with these restrictions.

By engaging with BlockDev, you confirm and warrant that neither you nor your clients are located in, connected to, or associated with any Restricted Jurisdictions. Any breach of this warranty will result in the immediate termination of your access to the Platform and may subject you to further legal action to recover damages or ensure compliance with applicable laws and regulations.

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Use of the Platform

You are permitted to use the Platform and services solely for the commercial purposes explicitly outlined in your partnership agreement with BlockDev. Any use of the Platform or services beyond these permitted purposes, including but not limited to unauthorized commercial activities, data extraction for resale, replication, redistribution, or use in connection with competing businesses or services, is strictly prohibited.

Furthermore, any misuse of the Platform or services for activities deemed illegal, unethical, or fraudulent—such as money laundering, financing of terrorism, data theft, or unauthorized access—will result in immediate termination of your access. This includes, but is not limited to, conducting fraudulent transactions, bypassing security protocols, engaging in unauthorized data mining or scraping, or utilizing the services in violation of applicable laws, regulatory requirements, or these Terms and Conditions.

BlockDev reserves the right to suspend or terminate your access to the Platform without prior notice if there is any suspicion or evidence of such unauthorized or unlawful activity, or if your use of the Platform poses a risk to the security, reputation, or legal compliance of BlockDev or its partners. Additionally, BlockDev may pursue all available legal remedies, including seeking damages, injunctive relief, or reporting the matter to relevant authorities, to safeguard its interests and ensure compliance with applicable laws.

By accessing and using the Platform, you agree to indemnify and hold BlockDev harmless against any claims, damages, or losses arising from your breach of these conditions, misuse of the Platform, or engagement in unauthorized or illegal activities.

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Services Provided by BlockDev

  1. Crypto Transaction Services:some text
    • Fiat-to-Crypto: Facilitating cryptocurrency purchases using fiat currency.
    • Crypto-to-Fiat: Enabling cryptocurrency sales with payouts in fiat currency.
    • Crypto-to-Crypto: Allowing exchanges between different cryptocurrencies.
  2. Payment Gateway Services:some text
    • Providing secure and compliant transmission of payment instructions between Clients and Partner accounts without handling funds.
    • Integration of open banking protocols, including strong customer authentication (SCA).
  3. Compliance Support:some text
    • API integration aligned with GDPR, PSD2, AML, and CTF requirements.
    • Real-time fraud detection and monitoring tools for Partners to enhance security and regulatory compliance.

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Partner Responsibilities

  1. KYC, AML, and CTF Checks:
    You are responsible for conducting all necessary Know Your Customer (KYC), Anti-Money Laundering (AML), and Counter-Terrorist Financing (CTF) checks on your Clients. This includes verifying the identity of each Client, screening them against sanctions lists, and ensuring compliance with all relevant regulatory requirements before allowing them to access or use the services provided through the BlockDev Platform.
  2. Eligibility and Reverse Solicitation:
    You must ensure that your Clients meet all eligibility requirements as outlined in your partnership agreement with BlockDev. Specifically, you are responsible for ensuring that Clients from outside the European Economic Area (EEA) are accessing the Platform through Reverse Solicitation (i.e., only upon their unsolicited request for services, not actively solicited or marketed to by you or BlockDev). Non-compliance with this requirement may result in immediate suspension or termination of access to the Platform and services. 
  3. Accurate Data:
    You are required to provide accurate and complete data for the purposes of integrating your systems with the BlockDev Platform and facilitating transactions. This includes ensuring that all information provided, including your CDD information to BlockDev is up-to-date, truthful, and in full compliance with applicable laws and regulations.
  4. Client Communication:
    You must inform your Clients of all relevant risks, fees, and terms associated with their use of BlockDev’s services. This includes ensuring that your Clients are aware of the legal and regulatory implications of using the services, and that they are fully informed before engaging in any transactions. Failure to provide this information may lead to disputes and potential liabilities for which you will be responsible.
  5. Non-Compliance and Misuse:
    You agree to indemnify, defend, and hold BlockDev harmless from any claims, penalties, damages, or losses arising from your failure to comply with applicable laws, including but not limited to KYC, AML, CTF regulations, or misuse of BlockDev’s services. This includes any violations resulting from your actions or inactions, such as permitting fraudulent transactions, failing to conduct adequate compliance checks, or providing false or incomplete information.
  6. Legal Responsibility:
    In the event of a regulatory investigation or legal claim arising from your use of the BlockDev Platform or services, you will bear full responsibility for any related costs, fines, or penalties imposed on BlockDev due to your breach of these obligations. This indemnity obligation will survive the termination or expiration of the partnership agreement between you and BlockDev.

BlockDev Responsibilities

  1. Secure Operation:
    BlockDev is responsible for ensuring the secure and efficient operation of the Platform and its services, including all API integrations. We will ensure that our services comply with all applicable laws, regulations, and industry standards. This includes maintaining the security of all APIs and backend systems to prevent unauthorized access, data breaches, or other security threats.
  2. Uptime and Notifications:
    BlockDev will strive to provide high uptime rates for the Platform and services, ensuring minimal disruption to the services offered to Partners and their Clients. In the event of any scheduled or unscheduled service interruptions, BlockDev will notify Partners promptly, providing information on the nature of the disruption and expected resolution timelines.
  3. Compliance with GDPR:
    BlockDev will process all Partner and Client data exclusively in accordance with the instructions provided by the Partner and in full compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR). We will ensure that all data processing activities, including the collection, storage, and transfer of personal data, are conducted securely and lawfully.
  4. Data Breach Notification:
    In the event of a data breach, BlockDev will notify the Partner within 72 hours of becoming aware of the breach, as required by GDPR. The notification will include all relevant details, including the nature of the breach, the types of data involved, and the potential consequences. BlockDev will cooperate with the Partner to mitigate any potential damage and comply with regulatory reporting requirements.
  5. Technical Assistance:
    BlockDev will provide ongoing technical support for API integration, transaction management, and general issue resolution. This includes assisting the Partner with any technical issues related to service integration, troubleshooting, and ensuring the smooth functioning of the services.
  6. Issue Resolution:
    BlockDev will offer support for resolving any technical, transactional, or service-related issues that may arise, including providing timely responses and solutions to reported problems. If issues persist or are critical to the operation of the Partner’s services, BlockDev will prioritize resolving these issues as quickly as possible to ensure continued service availability.

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Fees and Payment Terms

  1. Fees:some text
    • Transaction fees, integration costs, and penalties for chargebacks or fraud are applicable as outlined in your agreement with BlockDev.
  2. Payment Terms:some text
    • Payments must be made within the agreed timeframes. Late payments may result in service suspension or termination.
  3. Disputes:some text
    • Any disputes regarding fees must be raised within five (5) business days of receiving the invoice.

Termination of Use

  1. Suspension or Termination for Breach:
    BlockDev reserves the right to suspend or terminate your access to the Platform and services at any time if you breach any of these General Conditions or any agreement with BlockDev. This includes, but is not limited to, failure to comply with legal, regulatory, or contractual obligations, misuse of the Platform, or engaging in activities that could harm BlockDev’s reputation, operations, or security.
  2. Immediate Termination for Fraudulent or Non-Compliant Activity:
    BlockDev may immediately terminate your access to the Platform and services without prior notice if fraudulent or non-compliant activity is detected. This includes, but is not limited to, activities such as money laundering, terrorist financing, the use of falsified information, unauthorized access to systems, or any activities that violate applicable laws or regulations. BlockDev will have no liability for any losses or damages incurred by you due to such termination.
  3. Cease Use of Services:
    Upon termination of your access to BlockDev services, for any reason, you must immediately cease using all BlockDev services, including accessing the Platform, utilizing APIs, or processing transactions through BlockDev. This includes discontinuing any ongoing use of services or reliance on any data or content provided through BlockDev.
  4. Delete Confidential Information:
    You must delete all confidential information obtained through the Platform or any services provided by BlockDev. This includes any proprietary data, Client information, transaction records, or any other sensitive material associated with your access to the Platform. You must confirm to BlockDev, upon request, that such data has been properly deleted or returned in accordance with the terms of the partnership agreement.
  5. Survival of Obligations:
    Notwithstanding termination, any obligations of the Partner that by their nature are intended to survive termination (such as indemnification, confidentiality, or compliance with data protection laws) will remain in full force and effect after termination.

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Confidentiality

  1. Protection of Confidential Information:
    Both parties agree to maintain the confidentiality of any confidential information disclosed during the course of the partnership. This includes, but is not limited to, business strategies, financial data, proprietary technologies, Client information, transaction data, trademarks, and any other sensitive information shared between the parties, whether in written, electronic, or verbal form.
  2. Use of Confidential Information:
    Neither party shall disclose, use, or permit the use of confidential information for any purpose other than those specifically related to the performance of this agreement, without the prior written consent of the disclosing party. Both parties will take all necessary precautions to prevent unauthorized access to or disclosure of confidential information.
  3. Protection of Trademarks:
    Any trademarks, service marks, logos, or brand names provided by either party during the course of this partnership (collectively, "Marks") shall remain the exclusive property of the party that owns them. Each party agrees to use the Marks of the other party only in accordance with the terms of this agreement and for the purposes specified in the partnership agreement. Neither party shall modify, alter, or misuse the Marks provided by the other party without prior written consent. Upon termination of this agreement, both parties shall cease using the Marks of the other party and remove any references to them from any materials or platforms.
  4. Survival of Obligations:
    These confidentiality obligations shall survive the termination of this agreement for a period of five (5) years. During this period, both parties shall continue to protect confidential information and refrain from any unauthorized use or disclosure. Upon expiration of this period, confidential information must be either returned or securely destroyed, as requested by the disclosing party.
  5. Exceptions:
    The confidentiality obligations will not apply to information that:
  • Was already in the public domain at the time of disclosure, or becomes publicly available without a breach of this agreement;
  • Was independently developed by the receiving party without reference to the confidential information;
  • Is disclosed pursuant to a legal or regulatory obligation, provided the disclosing party is given notice and an opportunity to object to the disclosure.
  1. Indemnification:
    In the event of a breach of confidentiality or misuse of Marks, the receiving party agrees to indemnify and hold the disclosing party harmless from any losses, damages, or claims arising out of the unauthorized use or disclosure of confidential information or Marks.

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Miscellaneous

  1. Applicable Law:
    These General Conditions shall be governed by and construed in accordance with the laws of Bulgaria, without regard to its conflicts of law principles. Any disputes arising out of or in connection with these General Conditions, including their interpretation, performance, or breach, shall be resolved exclusively under Bulgarian law.
  2. Jurisdiction:
    Both parties agree that the courts located in Bulgaria shall have exclusive jurisdiction over any disputes or claims arising out of or relating to this agreement. The parties hereby submit to the jurisdiction of the Bulgarian courts and waive any objections to the venue or forum.

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By accessing and using BlockDev's Platform and services, you acknowledge that you have read, understood, and agree to be bound by these General Conditions, including any amendments made from time to time. Your continued use of the Platform and services constitutes your acceptance of these terms and any updates thereto. 

Any changes to these General Conditions will be communicated to you via email at least one month prior to their implementation. You have the right to object to the changes free of charge within this notice period. If you continue to use the Platform after the notice period, you will be deemed to have accepted and agreed to the changes.

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