General Terms and Conditions for Customers
Preamble & Background
Under the name Levl, Levl GmbH, c/o F Trust AG, Zug 6300 (hereinafter referred to as We, Us or the Provider) operates a multi-currency account platform (hereinafter referred to as the Platform) on which customers (hereinafter referred to as the Customer(s) and/or You) can open an account and register, convert, send and receive payments approved by Our Platform.
The use of the Platform by Customer requires a registration for a user account. The acceptance of the present general terms and conditions (hereinafter referred to as GTCs) is part of the registration process. With completion of the registration and acceptance of the GTCs, Customer enters into a binding agreement with Provider regarding the use of the Platform which shall be governed by the present GTCs (hereinafter also referred to as Agreement).
Access and use of the Platform
Customer must first open a user account and may then start using the Platform and entering orders. In the onboarding process to open your user account, Customer will have to go through a know-your-customer (KYC)-control procedure where we will verify Customer's identity first together with some external KYC-experts assisting us in this process.
Throughout the KYC-control procedure, Provider is obliged to carefully check the identity of Customer with the standard of due care customary in the business. If this standard is breached by Provider, Provider is liable for any resulting damage. Where no breach of this obligation has occurred, Customer is liable for any damage resulting from the deficiencies in identification.
Accordingly, Customer warrants to Provider that all and any information and documents provided during the KYC-control procedure are true, accurate and complete. Customer further acknowledges that the outcome of the KYC-control procedure is at the discretion of Provider and that Customer is not entitled to open a user account.
Once the user account is set up and the onboarding process (KYC) is completed, Customer is entitled to access and use the Platform in accordance with (i) its intended purposes (namely registering, converting, sending and receiving payments (ii) in accordance with the requirements stipulated in this Agreement (in particular customer responsibilities, see further down below), any instructions received from Provider from time to time and (iii) in exchange for the payment of the required monthly fee(s). Customer undertakes to keep the information provided to Provider, including contact information, up-to-date, accurate and complete.
Any orders on the Platform must be entered by Customer (i) as accurately and completely as possible and (ii) in accordance with the Customer responsibilities mentioned further down below and instructions received from Provider. Provided that these requirements are met, Customer may receive corporate treasury services (registering and conversion of currencies), pay outs (payment of amounts in normal currencies to recipients) or pay ins (receipt of amounts in normal currencies from payors).
Authorized Users
Access to the Platform is restricted to individuals which have set up a user account with Us (online-registration-process) and become designated as authorized user. Authorized users must take all reasonable care to ensure Platform access credentials, including login details (passwords) to the Website, are kept confidential. You may not share any information with third parties that would enable another party to access your user account with Us. We assume no responsibility/liability for any transactions, fees occurred if conducted by third parties over your user account.
If Customer is a corporate entity, we may allow the use of the user account through multiple persons based on an individual agreement. In this case, the corporate entity must notify all individuals to Us it wishes to be an authorized user. Customer will then be responsible for introducing and training its authorized users in the use of the Platform. Each authorised user will then be permitted to access and use the Platform in accordance with this Agreement. The corporate entity shall ensure that its authorised users take reasonable care to ensure that all access credentials, including login details to the Website, where applicable, are kept confidential by each authorised user and do not enable other parties to access the Platform. Provider may deem any instruction given by an authorised user is an instruction given by the corporate entity. The corporate entity shall be responsible for timely notification to Provider of any revocation of authorised user access and remains liable for transactions made, fees incurred and use of Platform by an authorised user.
In order to access the Platform, You need a stable internet connection with an appropriate internet service provider and state-of-the-art computer hardware. Provider is not responsible for these items. You need a subscription with a state of the art internet service provider.
Provider's Role
Provider provides to Customers access to the Platform under which Customer may register, convert, send and receive currencies to recipients resp. from payors. Customer may receive corporate treasury services (registering and conversion of currencies), pay outs (payment of amounts in regular currencies to recipients) or pay ins (receipt of amounts in regular currencies from payors). Provider will perform such services in accordance with customary industry standards of diligence and care. Customer acknowledges that, to the extent permitted by law, Provider may subcontract its obligations under this Agreement to third parties, including vendors providing technology and assisting Provider in processing, monitoring and distributing Customer's payment orders.
Provider accepts the processing of payment orders of Customer in the format instructed to the Customer and will, following appropriate verification and formatting, automatically forward them to the designated recipient resp. accept and forward them to Customer if received from payor. Provider will use best efforts to forward payments as soon as possible. Please note that execution and termination of payments (i.e. ultimate crediting to Customer or designated recipients) strongly depends on multiple external factors (such as the partnering banks involved in the transmission process, the technology and interfaces of the respective wallets used and/or transmission protocols etc.) as well as your cooperation in the payment process, all of which may cause delays. Payments are only definitely forwarded and credited to a recipient once the payment partner involved terminates the assignment of funds. Furthermore, we reserve the right to request further information of Customers during the payment process and should Customer not provide the necessary information, payments may be further delayed. Provider reserves the right to verify the accuracy of payment orders received if Provider has reasons to believe or a suspicion of illegal activities, risk-based concerns (e.g. suspicious transaction amounts). In such cases, transaction orders may be suspended until the necessary clarifications have been received. We may without prior notification reject or terminate the payment order, (i) if We believe that Your payment order violates or harms this Agreement, any applicable law or any regulatory requirement or our internal requirements or (inter)national sanctions that Provider is bound to observe, or (ii) if a competent authority or partnering bank requires or directs Us to do so. Provider shall not be liable to the Customer for any resulting delays in, or rejection of, the processing of payment orders of Customer.
The use of any remote method of communication, in particular e-mail, computer transmission carries risks that are beyond Provider's control. These methods of communication use infrastructures (in particular, public or open lines and networks and mailboxes) without particular protection that may be easily accessible to unauthorized third parties. Methods using the internet network without appropriate protection, such as non-secure computer connection, present increased risks as regards their integrity, such as viruses, intrusions, hacking and imitation or falsifying of means of identity verification.
Customer is exclusively responsible for all risks and any loss of any kind that Customer may sustain, originating in the use of the means of communication and transmission, particularly in the event of mistakes, loss, delay, misunderstanding, alteration, garbled messages, multiple dispatches, breakdowns, defects or technical problems, overload, viruses, illegal or fraudulent intrusions and interventions (including in Customer's computer systems, through hacking), interruption or other fault.
Customer may contact Provider (customer services) if it has any queries about the Platform. Information may then be requested from Customer, including but not limited to, its authorised users, cardholders or transaction information so that it can verify the identity of an authorised user and/or information of any bank involved in the transmission process of the recipient or payor. Any information shared by Customer will be kept strictly confidential.
Customer is solely responsible and liable for the underlying agreements of orders placed by using the Platform. Provider does not assume any liability with regard to the agreements underlying these orders. Provider is not a party to the underlying agreements between Customer and their recipient or payor, respectively. Provider is not responsible for resolving disputes between Customers and their recipients or payors relating to envisaged/completed transactions.
Provider reserves the right to suspend the operation of the Platform during regular maintenance work, for the implementation of new features or due to other technical requirements. Such events will, however, be announced appropriately in advance, in urgent events as soon as possible.
Provider reserves the right to suspend access to the Platform for Customer, if (i) Customer fails to meet its payment obligations after the announcement of a 30 days curing period and the balance remains unpaid, (ii) Customer fails to follow instructions of Provider or his user account security is compromised (e.g. IT-Security, managing the user account, hacking of user account), (iii) Customer engages in any activities through the platform which may, according to the assessment of Provider, be considered (or alleged to be by a third party) illegal, (iv) if Provider has a general suspicion of illegal activities conducted through the Platform, risk-based concerns (e.g. suspicious transaction amounts) which require suspension of access to the Platform, or (v) if a competent authority or partnering bank requires or directs Us to do so. In any such events, Provider will resume operations as soon as the failure to comply is remedied or agreed bilaterally with Customer. In the event of illegal activities through the Platform, Provider may also permanently close Customer's account at its sole discretion. In such a case, Customer undertakes to provide Provider with alternative account details as soon as possible in order to transfer any remaining balance on the Customer's account.
Customer's Obligations
Customer has the following obligations in connection with the use of the Platform:
Customer shall keep the password for access to the user account confidential and shall take appropriate measure to protect it against unauthorized access. If the password is compromised, Customer must immediately inform the Provider and immediately change the password. Customer may not permit any other person or entity to access or use the Platform through their user account.
If Customer suspects an error or unauthorized transaction or activity in connection with the Customer's account or believes that unauthorized third parties have gained access to the user account or that Customer's technical equipment may have been hacked, compromised, and/or misused in anyways ("System Breach"), Customer shall contact Provider immediately and take appropriate actions to investigate and terminate the System Breach. Customer shall also be responsible to notify any regulators, authorities, their customers in accordance with legal and regulatory requirements applicable to the Customer. Customer may be liable to the Provider for any losses and costs associated with a System Breach.
Customer undertakes to access and use the Platform only in accordance with the purposes agreed in this Agreement and any related instructions received from Provider. Customer shall reasonably cooperate with Provider and provide all necessary cooperation so that Provider can perform the Services for Customer in accordance with the agreed specifications. Customer may not use the Platform for any purposes or in any manner that is illegal, harmful to Provider (including Provider's brand and reputation) or that could impair or damage the Platform (or any network connected), that interferes with any other party's use of the Platform, or otherwise diminishes the integrity of the Platform or any of its features.
Customer undertakes to maintain a standard of suitable technical equipment (suitable hardware and stable internet connection) and any similar requirements communicated by Provider to Customer from time to time. Customer shall notify Provider immediately of any potential and actual circumstances which may cause a risk to the secure use of resp. misuse of the Platform. Payment orders can only be executed by Provider to third parties or banks if the third party's or bank's account is adequately aligned with the Platform. If necessary, Customer is obliged to procure that Provider shall receive written information from third parties or banks disclosing the exact formatting of the account number, the preferred format of instruction and other related mandatory information (e.g. communication protocol parameters). If Provider does not receive such information, payments cannot be executed and Provider disclaims any and all liability for failure to execute payments or received and credit payments.
Customer agrees to provide all necessary information to Provider to check and verify the identity of Customer, its directors, beneficial owners and authorised users as required by law and to evaluate a potential breach or harm of legal or regulatory provisions (see Section 3.2 and Section 3.8). Customer acknowledges that credit reference agencies and their personal details may be accessed by third parties for verification purposes of anti-money laundering and countering the financing of terrorism, identity verification and fraud prevention.
Transactions relating to the user account can be viewed on the website [ADDRESS]. Please note that numbers indicated on the website may sometimes be inaccurate as it may take some time until all transactions are configurated and visible online. Customer shall promptly notify Provider as soon as it becomes aware that login and security information have been lost, stolen or compromised].
Customer undertakes to pay the fees applicable for the access and use of the Platform in accordance with this Agreement.
Customer shall comply with all legislation and regulation as applicable to Customer. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Provider discontinuing granting access and use of the Platform to Customer.
Customer undertakes to treat all information that are neither evident nor publicly accessible, including sensitive information relating to Our products, services, operation and pricing, as strictly confidential. The duty to maintain confidentiality shall continue to apply after termination of the contractual relationship.
Payments and Transfer of Digital Assets
The execution of instructions to make any payments or transfer any assets of the Customer is subject to the laws and practices in effect in Switzerland and in the countries concerned, particularly in terms of combating money laundering and terrorist financing.
Provider may be obliged to provide any third parties involved in the payment or transfer, such as beneficiaries, correspondent banks and all parties and operators involved in the processing chain and systems, including in particular SIC (Swiss Interbank Clearing) or SWIFT (Society for Worldwide Interbank Financial Telecommunication) or others, which may change over time, with information and data, of which some may be of a personal nature, regarding both the Customer (deemed the instructing party even if such party is not personally the author of the transfer instruction) and the recipient of the payment to be credited, in particular, though not exclusively, the surnames and first names/company name, the account number and, for some payment systems that require it, the IBAN (International Bank Account Number) code, the address of domicile/head office as well as the BIC (Bank Identifier Code) code. These rules are also compulsory for conventionally named accounts and may apply to the transfer of securities as well as for receiving national and cross-border transfers in euros upon instruction from Customer, or the latter's representative, in accordance with the standards governing SEPA (Single Euros Payment Area) payment transactions. Furthermore, Customer understands and accepts that some foreign banks request information about the Beneficial Owner(s) of the transferred assets, failing which the instructions are not executed or the assets are frozen by said recipient banks.
Furthermore, Customer acknowledges and agrees that by virtue of foreign laws and regulations, all parties involved in a transaction may, for their part and in turn, transmit such data to their relevant official authorities and agencies as well as to third parties (in particular for processing or archiving purposes) located in other countries, within or outside Switzerland and the European Union, such as the United States of America. It is recommended that, where applicable, Customer finds out about the exact scope of these rules and instructs any authorized signatory accordingly.
Any transaction in a foreign currency is subject to the Swiss regulations and those of the countries issuing the currency. If their execution proves impossible or unlawful or delayed and therefore outside of Provider's control, Customer alone will bear any losses and consequences relating thereto.
Fees
For the access and grant of use of the Platform, Customer undertakes to pay a fee based on the individual payment schedule agreed to separately.
Unless provided differently in the payment schedule, Fees will be invoiced on a monthly basis and are due for payment within 30 days upon receipt of invoice at the latest.
Limited Warranty
Each Party warrants and represents that: (i) it is a corporation duly incorporate and validly existing under the law of its jurisdiction of incorporation; (ii) it has full capacity and power to enter into, perform and deliver and has taken all necessary action to authorize its entry into performance and delivery of this Agreement; and (iii) the obligations expressed to be assumed by it in the Agreement are legal, valid and binding obligations enforceable in accordance with their terms.
Customer warrants and represents that it will only access and use the Platform in accordance with the purposes and specifications defined in this Agreement and not for any illegal purposes, in particular not violate any third party rights (intellectual property or privacy infringements). Customer shall indemnify and hold harmless Provider from any third party claims raised or alleged based on an alleged infringement of this Customer warranty (including damages and expenses, i.e. reasonable attorney's fees).
Aside from the above, Provider excludes any express or implied warranty for the operation of the Platform to the extent permitted by applicable law.
In particular, Provider excludes any warranty that the Platform (i) will always meet Customer's requirements; (ii) will always be available, secure, operate without error, is free from any viruses or anything else which may have a harmful effect on any technology; or (iii) will contain any particular features or functionalities desired by Customer.
Limitation of Liability
Provider is only liable for damages caused by its own unlawful intent or gross negligence. Liability for ordinary negligence – except in the case of personal injury – is expressly excluded. To the extent permitted by law, any liability for auxiliary persons (e.g. employees or representatives) of Provider is hereby excluded.
In no event shall Provider be liable (i) for any consequential or indirect damages, lost profits, loss of goodwill or reputation or loss of data; (ii) for any bugs, viruses, Trojan horses, or the like (regardless of the source of origination) or (iii) for any content transmitted or made available over the Platform.
Customer will not be held liable for the consequences and losses resulting from actions or the insolvency of third parties, whether chosen by Customer or Provider, instructed to execute Provider's orders.
Customer accepts no liability for any damage caused by circumstances beyond its control, such as force majeure events, natural catastrophes, forces of nature, war, acts of war, civil commotion, government instructions or sanctions, accidents or other inevitable objective circumstances, including adverse weather conditions, earthquake or fire, atmospheric effects, magnetic fields and similar circumstances.
Term and Termination
The Agreement is concluded for an indefinite term.
Either party may terminate the Agreement for any reason with a prior notice period of thirty (30) days.
Provider may terminate the Agreement if Customer is in material breach of this Agreement, in particular if (i) Customer fails to pay monthly fees after Provider has set a curing period of thirty (30) days and such payment remains overdue or (ii) Customer fails to comply with instructions of Provider relating to cybersecurity or attempts to access or use Platform for illegal purposes or purposes that may harm Platform and its functionality.
Data Protection
Each Party adheres to data protection laws applicable to them when processing personal data.
The specific data protection regulations of Provider governing the use of the Platform can be found in the data protection policy, available upon request.
If and to the extent necessary, the Parties will sign a so called "data processing agreement" in accordance with applicable legislation in the EU (GDPR) and/or Switzerland (Swiss Federal Act on Data Protection).
Governing Law and Place of Jurisdidction
The Use Contract shall in all respects be governed by, construed and interpreted in accordance with the substantive laws of Switzerland, irrespective of any conflict of law rules.
Any and all disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the city of Zurich.
Final Provisions
Entire Agreement: The Use Contract is the entire agreement between Customer and Provider regarding the use of the Platform and substitutes and merges any previous agreement, be it written or oral, hereto concerning the subject matter hereof.
Notices: Customer consents that Provider may send notifications relating to the Platform from time to time by e-mail or other suitable tools of communication. Customer shall immediately inform Provider if his/her contact data has changed. Notifications of Provider to Customer shall be deemed received even if sent to outdated contact data which Customer has failed to notify Provider of.
Severability: The invalidity of individual parts of the Use Contract shall have no impact on the validity of the Use Contract as a whole. Customer and Provider agree that if any provision or part of a provision of the Use Contract shall under any circumstances be deemed invalid, inoperative or otherwise not enforceable, the Use Contract as a whole shall remain valid and the invalid or inoperative provision or part of a provision shall be replaced by a provision which Customer and Provider would have agreed on in good faith if they had been aware of the invalidity of the respective provision.
Changes: Provider may change these GTCs from time to time. The latest version of these GTCs in effect is available on the Levl website. Provider will communicate such changes in advance via e-mail to Customer's registered e-mail address and Customer will be required to accept the new version for new transactions. Continued use of the Platform will then constitute Customer's acceptance of the modified GTCs. In any event, for the avoidance of doubt, this Agreement does not in any way limit Provider's ability to change technical features of the Platform (e.g. improvements, updates or new features).