Florin21 Terms of agreement: August 2023

The following Terms and Conditions (“Terms”) govern the use of the services provided by Florin21 Limited (registration number NI696830). We offer a broad range of Bitcoin-related services, including but not limited to self-custody support (wallet and node), integration of Bitcoin payment systems, Bitcoin strategic advice, onboarding into Bitcoin for businesses, Bitcoin buying support, Bitcoin workshops, cybersecurity testing, and more. Your engagement of our services, whether directly or indirectly, signifies your agreement to these Terms.

Services

Florin21 provides comprehensive consulting services related to Bitcoin technology and strategies. Our services include:

• Self Custody Support : We offer support for setting up and managing Bitcoin wallets and nodes, with a focus on self-custody solutions to enhance your control over your Bitcoin assets.
• Integration of Bitcoin Payment Systems: We provide assistance in implementing Bitcoin payment solutions for businesses, allowing seamless and secure transactions using Bitcoin.
• Bitcoin Strategic Advice: We offer strategic guidance and recommendations on various aspects of Bitcoin, including investment strategies, market analysis, and long-term planning.
• Onboarding into Bitcoin for Businesses: We help businesses integrate Bitcoin into their treasury and adopt it as a part of their financial strategy.
• Buying Bitcoin: We provide guidance on how to buy Bitcoin safely and securely, taking into account various factors such as security, fees, and liquidity.
• Bitcoin Workshops: We conduct workshops and seminars aimed at educating and providing practical, hands-on experience in various aspects of Bitcoin and related technologies.

EXCLUDED SERVICES : We do not provide financial advice or services. You remain responsible for any commercial decisions that you make. We rely upon the accuracy of the information provided to us by you or others on your behalf. We rely on your providing a full accurate information to us. We will not check the accuracy of the information you or others on your behalf provide to us.

Eligibility

Our services are available only to individuals, businesses, and organisations (“Users”) that can form legally binding contracts under applicable law.

AGE: To avail of our services, you must be at least 18 years old, or the age of majority in your jurisdiction, whichever is older. If you are under the age of 18 or the age of majority in your jurisdiction, you must not use our services.

LEGAL STATUS: If you are registering as a business or an organisation, you represent and warrant that you are authorised to bind that entity to these Terms and that you are in good standing under the laws of the jurisdiction in which your business or organisation is established.

COMPLIANCE WITH LAWS: You must not be in violation of any laws or regulations applicable to you or engage in activities that are prohibited by such laws or regulations. This includes, but is not limited to, compliance with tax laws, anti-money laundering laws, and laws related to the use and transfer of virtual currencies such as Bitcoin.

FINANCIAL RESPONSIBILITY: You acknowledge that you are financially responsible for all uses of our services under your name or account. You also represent and warrant that all information provided to us is accurate, current, and complete, and that you will promptly update any changes to this information.

TECHNOLOGICAL CAPACITY: You confirm that you have the necessary technological capacity, including but not limited to an adequate internet connection and computer or mobile device, to avail of our services.

By using our services, you represent and warrant that you meet all of the above eligibility requirements. If you do not meet these requirements, you must not access or use our services. We may, in our sole discretion, refuse to offer our services to any person or entity and change our eligibility criteria at any time.

Fees and Payments

Our fee structure is designed to be transparent and fair. It is important to read and understand this section carefully, as it governs the financial aspect of your relationship with Florin21.

FEE STRUCTURE: Fees for our services will be communicated to you prior to the commencement of any service. Fees may vary based on the nature, complexity, and duration of the services required. We will provide you with a quotation or an estimate before starting any work, and we will not exceed this estimate without your prior approval.

PAYMENT TERMS: All fees are payable in advance unless otherwise agreed in writing. You are responsible for paying all fees and applicable taxes associated with our services in a timely manner with a valid payment method.

PAYMENT METHODS: We accept various forms of payment, including but not limited to bank transfers and Bitcoin. Please note that there may be additional fees or charges associated with certain payment methods.

NON-REFUNDABLE: All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. In the event of termination or discontinuation of our services, you will not be entitled to a refund of any fees paid in advance, unless otherwise specified in these Terms or agreed in writing.

CHANGES TO FEES: We reserve the right to modify our fee structure at any time, in our sole discretion. We will provide reasonable notice of any changes, which may include posting the changes on our website or sending you a notification. Your continued use of our services after such changes become effective constitutes your acceptance of the new fees.

LATE PAYMENT: If any fees are not received from you by the due date, then at our discretion, (a) such fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may condition future subscription renewals and order confirmations on different payment terms.

DEFAULT: In the event of any default by you, you agree to pay all reasonable legal fees and costs of collection to the extent permitted by law. This Section will survive and apply even if your account is terminated.

Confidentiality

Our relationship with you is based on trust and we are committed to maintaining the confidentiality and privacy of all information shared between us. This Confidentiality clause sets forth the obligations of both parties in respect of the use and protection of such information.

DEFINITION OF CONFIDENTIAL INFORMATION: For the purpose of these Terms, “Confidential Information” refers to any data or information, oral or written, treated as confidential that relates to either party’s business, research, development, technology, services, or business relationships, regardless of whether it is marked as ‘confidential’ or ‘proprietary’.

OBLIGATIONS: Both parties agree to hold each other’s Confidential Information in strict confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than as specified in these Terms.

EXCEPTIONS: Confidential Information shall not include information that: (a) is or becomes publicly known and generally available through no fault of the receiving party; (b) the receiving party can demonstrate was already lawfully in its possession prior to disclosure; (c) is independently developed by the receiving party without the use of any Confidential Information; or (d) is lawfully obtained from a third party who has the right to make such disclosure.

DISCLOSURE REQUIRED BY LAW: If either party is required by law, regulation, or court order to disclose any of the other party’s Confidential Information, it will promptly notify the other party in writing prior to making any such disclosure (unless prescribed by law), to allow the other party to seek an order or other appropriate remedy preventing such disclosure.

RETURN OF CONFIDENTIAL INFORMATION: Upon termination of these Terms, or upon request of the disclosing party, the receiving party agrees to return all Confidential Information received from the disclosing party, or to destroy all physical and electronic copies thereof, and to certify in writing that it has done so.

SURVIVAL: This Confidentiality clause shall survive the termination or expiration of these Terms and continue in effect until all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party.

BREACH: Any breach of the Confidentiality clause by the receiving party may result in immediate termination of these Terms and potential legal action.

Intellectual Property

Florin21 respects and upholds intellectual property rights, and we expect the same from you. This section details the rights and limitations regarding the use of our materials, information, and resources.

OWNERSHIP: All materials, information, and resources provided by Florin21 during the course of providing our services, including but not limited to, reports, analyses, diagrams, software, data, website content, videos, webinars, blogs, and other resources (collectively, “Materials”), are the exclusive property of Florin21, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

LICENSE: Upon your acceptance of these Terms, Florin21 grants you a limited, non-exclusive, non-transferable license to use the Materials solely for your personal, non-commercial purposes. This license does not give you any ownership right in the Materials, but only a limited right of use.

RESTRICTIONS: You may not sell, redistribute, reproduce, modify, or convert any Materials or use them for any commercial purposes. You may not remove any copyright or other proprietary notices contained in the Materials. Any unauthorised use of our Materials may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes.

TRADEMARKS: Florin21 and other related graphics, logos, service marks, and trade names used on our platform or in connection with our services are the trademarks of Florin21 and may not be used without our written permission.

FEEDBACK: If you provide us with any suggestions, comments, or other feedback relating to our services or the Materials (“Feedback”), we may use such Feedback in our business and for any purpose without acknowledgment or payment to you.

INFRINGEMENT: If you believe that any Materials or other content available through our services infringes your intellectual property rights, please contact us promptly. We take such matters seriously and will respond to clear notices of alleged infringement.

By accepting these Terms, you acknowledge and agree to uphold these intellectual property rights. Any violation of these rights may lead to termination of your access to our services and may also subject you to legal or civil penalties.

Limitation of liability

Understanding the extent and limitations of liability is crucial. This section sets forth the limitations of our responsibility in providing our services.

GENERAL: To the maximum extent permitted by applicable law, in no event shall Florin21, its affiliates, or any of its respective directors, employees, or agents be liable for any direct, indirect, consequential, or incidental damages (including, but not limited to, damages for loss of business profits, business interruption, loss of business information, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising out of or related to the use of or inability to use our services, even if advised of the possibility of such damages.

SCOPE: This limitation applies to all causes of action in the aggregate including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

EXCLUSIONS: Nothing in these Terms shall be interpreted to limit liability for fraudulent misrepresentation, or for any other liability that cannot be excluded by law.

THIRD PARTY SERVICES: We may provide links to third-party websites or services, or cooperate with third parties to offer combined services. We are not responsible for the content, terms, or privacy practices of those third parties. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.

YOUR RESPONSIBILITY: You understand and agree that you use our services and engage with our materials at your own discretion and risk, and that you are solely responsible for any personal injury, death, damage to your property (including your computer system or mobile device used in connection with the service), or third-party claims that result from the use of our services and materials.

CAP ON LIABILITY: To the extent permitted by law, in no event shall our aggregate liability for any and all claims arising out of or related to these Terms or your use of our services exceed the total amount of fees, if any, paid by you for using our services during the six months prior to the bringing of the claim.

By agreeing to these Terms, you acknowledge and agree to this limitation of liability.

Indemnification

This section outlines your responsibility to protect Florin21 from legal harm that might arise from your use of our services or violation of these Terms.

AGREEMENT TO INDEMNIFY: You agree to indemnify, defend, and hold harmless Florin21, its parent companies, subsidiaries, affiliates, partners, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, expenses, or demands (including reasonable legal fees and costs), incurred or sustained by them due to or arising out of:

1. Your use of our services;
2. Your violation of any provision of these Terms;
3. Your violation of any law or the rights of a third party;
4. Any dispute or issue between you and any third party;
5. Your wilful misconduct.

DEFENSE AND COOPERATION: Florin21 reserves the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You agree to cooperate with our defence of such claims. You may not settle any claim covered by this Indemnification clause without the prior written consent of Florin21.

SURVIVAL: This Indemnification clause will survive the termination or expiration of these Terms and your use of our services.

MITIGATION: You agree to use best efforts to prevent or mitigate any such damages, losses, costs, or expenses.

By agreeing to these Terms, you affirm your understanding and commitment to this indemnification obligation. Any failure to comply with this clause could result in termination of your access to our services and legal action.

Changes to terms

This section explains how we may make changes to these Terms and how you will be notified.

RIGHT TO MODIFY: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, as determined solely by us, we will use reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect.

NOTIFICATION: Changes will be communicated to you by means that we deem to be reasonable. These means may include, but are not limited to, posting on our website, email notifications, or other electronic communications. It is your responsibility to regularly check our website or your provided email address for any such notifications.

ACCEPTANCE: By continuing to access or use our services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorised to use our services, and you should discontinue use immediately.

RECORD: Each version of these Terms will indicate at the top of the page the date when they were last revised. We will also keep prior versions of these Terms in an archive for your review upon your request.

QUESTIONS: If you have any questions about these Terms or any changes made, please contact us. We will be glad to clarify and help you understand them better.

Please note that these Terms govern the contractual relationship between you and Florin21 and your acceptance of these Terms is required if you wish to use our services. If you do not agree to these Terms, you should discontinue use of our services immediately.

Governing law

This section specifies the laws and courts that will be applied in case of any disputes or legal proceedings.

CHOICE OF LAW: These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Northern Ireland, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the one in which Florin21 is established.

JURISDICTION: You agree to submit to the personal and exclusive jurisdiction of the courts located in Northern Ireland, for the purpose of litigating all such disputes or claims. This includes any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction.

EQUITABLE RELIEF: You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms.

WAIVER OF JURY TRIAL: To the fullest extent permitted by applicable law, you hereby waive your right to a jury trial of any claim or cause of action related to or arising out of these Terms. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court.

SURVIVAL: This Governing Law and Jurisdiction clause shall survive any termination or expiration of these Terms.

Your acceptance of these Terms means you agree to and accept the jurisdiction and choice of law provisions.

Severability

This section details the implications should any provision of these Terms be deemed invalid or unenforceable.

SEVERENCE: If any provision of these Terms are found by a court of competent jurisdiction or other competent authority to be invalid, unlawful, or unenforceable, such provision or part thereof shall be severed from the remaining terms, conditions, and provisions which will continue to be valid and enforceable to the fullest extent permitted by law.

INDEPENDENCE OF PROVISIONS: Each provision and part thereof in these Terms shall be construed as a separate and independent provision. If any provision or part thereof is deemed to be void or otherwise unenforceable for any reason, it shall be severed, and the remaining provisions of the Terms shall continue in effect with the void or unenforceable provision omitted.

REPLACEMENT: In the event of any removal of any provision, Florin21 will endeavour to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that has, to the greatest extent possible, a similar effect as the removed provision, taking into account the contents and purpose of these Terms.

SURVIVAL: The obligations in the provisions regarding Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Governing Law and Jurisdiction, and other provisions that by their nature should survive, will survive the expiration or termination of these Terms.

By accepting these Terms, you acknowledge and agree that all provisions are essential to the operation of these Terms and that they are reasonable and fair. If any are found to be invalid or unenforceable, you agree to the severance and preservation of the remaining provisions.

Termination

This section outlines the conditions under which your access to our services might be terminated and the consequences of such termination.

RIGHT TO TERMINATE: We reserve the right, at our sole discretion, to terminate your access to and use of our services at any time, for any reason, and without prior notice. This could include situations where we suspect you have breached these Terms, violated any applicable laws or regulations, or if your use of our services could harm Florin21, our affiliates, or any user. We are under no obligation to provide reasons for termination.

EFFECTS OF TERMINATION: Upon termination, your right to use our services will immediately cease, and all rights and licenses granted to you under these Terms will be revoked. You shall no longer have access to any data or information related to our services, and we are under no obligation to maintain or provide you with any data or information that you may have used or created while using our services.

SURVIVAL OF OBLIGATIONS: Termination will not affect any rights or obligations that were incurred prior to termination. Any provision of these Terms that by its nature should survive termination, such as but not limited to provisions related to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law and Jurisdiction, and Severability, will continue to be effective post-termination.

NOTIFICATION: While we will endeavour to provide you with notice of termination where feasible, we reserve the right to terminate your access to our services without prior notice.

By accepting these Terms, you acknowledge and agree to these conditions of termination. It’s important for you to understand that termination may result in the forfeiture and destruction of all information associated with your use of our services.

Disclaimer of warranties

This section explains that our services are provided without any guarantees or warranties.

“AS IS” AND “AS AVAILABLE”: Our services are provided “as is” and “as available”, without any warranties of any kind, either express or implied. We do not promise that our services will be uninterrupted, error-free, secure, or available at all times.

NO IMPLIED WARRANTIES: We expressly disclaim all warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that the services will meet your requirements or expectations.

NO WARRANTIES FOR THIRD-PARTY SERVICES: We make no warranties or representations about the quality, safety, or legality of any third-party content, products, or services that are advertised or offered by third parties through our services or any website you can link to from our services.

NO LIABILITY FOR USE OF SERVICES: Your use of our services is entirely at your own risk. We will not be responsible for any harm to your computer system, loss of data, or other harm that results from your access to or use of our services.

Privacy Policy

We respect your privacy and are committed to protecting your personal information.

INFORMATION COLLECTION AND USE: Please refer to our Privacy Policy, which is incorporated into these Terms by reference, for information on how we collect, use, and disclose your personal information. By agreeing to these Terms, you also agree to our collection, use, and disclosure of your information as outlined in our Privacy Policy.

Contact us

Your feedback, comments, requests for technical support, and other communications should be directed to our contact information.

COMMUNICATION: If you have any questions about these Terms or our services, please contact us using the contact information provided on our website or through our other official communication channels. We strive to respond to all inquiries in a timely manner.

ELECTRONIC COMMUNICATION: When you use our services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our services.

Dispute resolution and arbitration

This section addresses how disputes between you and Florin21 will be resolved.

GENERAL: We encourage you to contact us if you have an issue. If a dispute arises between you and Florin21, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with this section.

MEDIATION: If any dispute arises out of in or connection with these Terms, the parties agree to enter mediation in good faith to settle such dispute and will do so following the rules and procedures of the mediation service offered by Mediators Dispute NI Resolution Service.

NOTICES: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Florin21 via email, a posting on our website, or other reasonable means now known or hereafter developed.

Force Majeure

Florin21 shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, governmental act, failure of common carriers (including internet service providers), or shortages of transportation facilities, fuel, energy, labour or materials.

Entire Agreement

These Terms represent the entire agreement between you and Florin21 with respect to the subject matter of these Terms, and supersede and replace any prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.

WAIVER: No waiver of any provision of these Terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

ASSIGNMENT: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Florin21 without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Acceptance of terms

By using our services, you confirm that you have read, understood, and agreed to be bound by these Terms.

AGREEMENT: If you do not agree to these Terms, you should not use our services. By using our services, you acknowledge that you have read and understood these Terms and agree to be bound by them.

CHANGES: We reserve the right to make changes to these Terms at any time. Your continued use of our services following any such changes will constitute your acceptance of the revised Terms.

LEGAL AGE: By using our services, you confirm that you are of legal age to form a binding contract with us, or if you are a minor, you confirm that you have parental or guardian consent to use our services.