General Terms and Conditions for the Phi Wallet Site, Services and App
Last updated: December 5, 2022
1. Preliminary Notes.
1.1 These Terms and Conditions are intended to govern the manner in which Phi Wallet, Unipessoal Lda., ("Phi Wallet") provides services relating to the sale, purchase, transfer and storage of Gold through the Phi Wallet Application ("App" and/or "Phi Wallet App") and any of the services provided by Phi Wallet ("Services"), and to provide the Customer with information about Phi Wallet, how to amend or terminate the agreement, dispute resolution and other relevant information.
1.2 While these Terms represent the principal Terms and Conditions with respect to the Site, Products and Services made available by Phi Wallet, there are additional guidelines and rules that are deemed incorporated herein by reference, including the Privacy Policy, Anti-Money Laundering Policy, Cookie Policy, Complaints Policy ("together, the "Terms"), as applicable, which can be found on our Site and App.
1.3 If there is any conflict between the provisions of the Terms and any of the above Policies, where applicable, the provisions of the Policies shall prevail, except as otherwise provided.
1.4 You should carefully read the contents of the Terms as they contain the provisions governing your legal rights and obligations as to, including but not limited to, access to and use of the Phi Wallet Site, Products, Services, App and ensure that you understand and are aware of them.
1.5 If you do not understand the provisions of the Terms, you should consult with a lawyer or someone else who is legally qualified to do so.
1.6 Any questions or comments about any of our Services and/or Products can be addressed to: contact@phiwallet.com.
2. Definitions.
"Account" means your account for use of the Phi Wallet Site, Services and Products, including the App.
"Allocated Gold" means a gold bar from refiners whose bars have been accredited by LBMA and held in a gold vault, and identifiable by a unique serial number, weighting and purity percentage.
“ApplicableLaw" means any law, rule, statute, subordinate legislation, regulation, act, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or court, arbitral, administrative, ministerial or departmental award, judgement, decree, treaty, directive or other requirement or guideline published or in effect at any time that applies to or is intended to govern or regulate any person (including all parties to these Terms), property, transaction, activity, event or other matter, including any rule, order, judgement, directive or other requirement or guideline issued by any governmental or regulatory authority.
"Business Days" means any day of the week except Saturday, Sunday and public holiday.
"Clause(s)" means each numbered provision or section of these Terms;
"Digital Assets" or “Assets” means crypto tokens, digital coins, virtual currencies or digital assets of any kind that do not fall under the classification of a financial instrument.
"Enabled Device" means the mobile communications or other device successfully registered by the User for use in connection with the Phi Wallet App, Services and/or related Products;
"Exchange" means the cryptographic exchange of assets held and managed by us.
"Fees" shall mean all fees imposed by us for the use of the Phi Wallet App Services and/or the Phi Wallet Digital Asset;
"Force Majeure Event(s)" has the meaning ascribed to it in Clause 27. "Force Majeure";
"Gold" means physical gold that meets the Chain of Integrity Standard as established by the LBMA.
"Include" means include without limitation;
"Instructions" means all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions) that may be directed to you;
"LBMA" means the London Bullion Market Association.
"London Good Delivery" shall have the meaning ascribed to it by the LBMA, as may be updated from time to time.
"Mark(s)" shall have the meaning ascribed to the term in Clause 22.
"Materials" means, collectively, the images and content of the Site, including, but not limited to, text, software, images, graphics, data, messages, market data or any other information, and any other content on the Site owned, operated, licensed or controlled by the Company.
"Party" means you or Phi Wallet, both of which are jointly referred to as the "Parties".
"Personal Data" means any information relating to an identified or identifiable natural person;
"Phi Wallet" means Phi Wallet, Unipessoal Lda, a limited liability company headquartered at Avenida da Liberdade, 262, r/c esquerdo, with the single registration and taxpayer number 516547186;
"Phi Wallet App" (or "App") means the mobile application software developed, owned and released by Phi Wallet and available for download for Android or Apple iOS, including all content and services listed in Clause 13. and made available on or through it, and any and all updates, supplements, releases and versions thereof;
"Phi Wallet App Services" means the Service Content and all related features, services, content and applications described in Clause 13., which Phi Wallet may make available to you on the Phi Wallet App from time to time with respect to your Digital Assets;
"Platform" means the online software platform operated by Phi Wallet for the issuance and redemption of tokens;
"Privacy Policy" means the Privacy Policy which is available at our website and App.;
"Products" means the products, platforms and technology that Phi Wallet provides to users.
"Services" means the services and other actions that Phi Wallet provides to users through the Products.
"Service Content" means data, information, materials, advertisements, text, audio, video, graphics, software and other content on the Site, Products and Services, including on the App, made available by Phi Wallet;
"Taxes" means any taxes, duties or fees that have been levied, paid or withheld for any reason related to your use of the Services under any Applicable Law;
"Terms" or "T&Cs" shall have the meaning assigned to the term in Clause 3.;
"TransactionHistory" means records of all transactions and any details relevant to such transactions in the User's Digital Wallet;
"Unallocated gold" means gold deposits held by an LBMA approved institution, which is a liability of such institution, whereby the unallocated gold holder has a credit on an equivalent balance of gold.
"Unauthorised Transaction" means a Transaction or a Fiat Withdrawal that is not authorised by you. For the avoidance of doubt, a Transaction or a Fiat Withdrawal that is authorised and/or initiated by you as a result of error, duress, fraud, misrepresentation, inducement, etc. will not constitute an Unauthorised Transaction.
"User" (or "Customer"/”Client”) means someone who registers with Phi Wallet to access the website, services and products by any permitted means.
"we/our/us" means Phi Wallet;
"Website" means the website at www.phiwallet.com and any other website managed by Phi Wallet.
"you/your" means the individual who is the user of Phi Wallet's services.
3. Contractual Basis.
3.1 These Terms (including the Privacy, Compliance, Cookies, and Complaints Policy, among others that are made available to you and form an integral part of these Terms), constitute the entire agreement and a binding contract between the Parties with respect to its subject matter and supersede and set aside all other prior representations, agreements, understandings, and agreements regarding the same subject matter, (whether oral or written, express or implied).
3.1.1 Any samples, drawings, descriptive material or advertising issued by Phi Wallet and any illustrations and/or descriptions of the Services contained on the Site or the Phi Wallet App or other printed material are issued or published for the sole purpose of giving an approximate idea of the Services described therein. They do not form part of the Agreement nor have any contractual force.
3.2 You must agree to the contents of these Terms before you proceed to use the Phi Wallet Site, Products and/or Services, through which you will be contractually bound hereunder.
3.2.1 Explicit Acceptance:
3.2.1.1 Agreement to the Terms and other contractual documentation of Phi Wallet is manifested by the act of clicking the checkbox adjacent to and associated with the expression "I agree" or some similar expression meaning the same thing; or
3.2.1.2 The successful completion of your enrollment/registration process as a user of the Services and, in particular, of the Phi Wallet App.
3.2.2 Implied Acceptance:
3.2.2.1 By accessing and/or using, or otherwise permitted to interact with, the Phi Wallet Site, Products and Services, you are deemed to have read and legally agreed to the provisions of these Terms and to be bound by the entirety of these Terms.
3.3 If you do not agree or accept all or part of these Terms you must immediately suspend access to and use of all Phi Wallet services and products.
3.4 You acknowledge that by agreeing to these Terms, you are not relying on any representation, warranty, or understanding other than those expressly set forth in these Terms.
3.5 Except as set forth in these Terms, no variation of these Terms shall be effective unless agreed to in writing and signed by the parties (or their authorised representatives).
3.6 We recommend that you revisit this page periodically and retain the latest copy of these Terms for your records.
4. Translations.
4.1 These Terms are created in the English language, with a Portuguese translation provided.
4.2 All communications will be made in the English Language, including any notices or information transmitted, except where expressly prohibited by law.
4.3 Phi Wallet may make the content of these Terms and the communications available in other languages and the user will be informed of this.
4.4 In the event that these Terms or any part of them are translated (for any process, for your convenience or otherwise) into any other language, or in the event of a conflict between the content of the Terms in the English language and any other language into which they are translated, the English language text shall prevail, except where expressly prohibited by law.
5. Headings; Titles.
5.1 All headings and/or titles are for convenience of reference only and do not affect the meaning, construction or legal effect of these Terms.
6. Revisions; Modifications.
6.1 The contents of these Terms may be subject to changes and revisions. Phi Wallet reserves the right to make such revisions and modifications as it deems appropriate or relevant and you agree that such right belongs unilaterally to Phi Wallet.
6.2 The updated version of these Terms will include a new "last modified" date at the top of the Terms so that you can better identify the currently applicable Terms.
6.3 Please note that if we make any material changes to these Terms and Conditions or any other relevant documentation and/or Policy, as applicable, we will send you an email or written notice regarding the update and include an updated version of these Terms on our website and App.
6.4 Upon receipt of such notice and the posting of the updated version of these Terms on our webpage and App, please review the Terms to ensure that you understand how your rights and responsibilities may have been affected by the revisions.
6.5 You agree that all modifications or changes to these Terms are effective and applicable immediately upon posting.
6.6 Any updated or edited version supersedes any earlier version immediately upon posting, and the earlier version has no continuing legal effect unless the revised version specifically refers to the earlier version and explicitly states that the earlier version (or portions thereof) will remain in effect.
6.7 Your continued use of the Site, Products and/or the Services, including the App, will be deemed acceptance of the then-current terms and conditions.
6.8 If you object to such changes, your sole remedy is:
6.8.1 terminate your access to the Site, Products and Services;
6.8.2 withdraw any funds you hold and close your account with Phi Wallet:
6.8.2.1 In this case, funds may be withdrawn and accounts may be closed pursuant to the version in effect at the time you last used the Products or Services.
6.9 Please note that it is your sole responsibility to regularly review this Site, these Terms and other relevant and applicable documentation and/or Policy.
7. Transfer; Assignment; Delegation; Agency.
7.1 Nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind.
7.2 The rights and obligations of the Parties shall be limited to those expressly set forth herein.
7.3 Except as expressly provided or agreed between the Parties in writing, nothing in these Terms is intended to, or shall be deemed to, constitute either Party as agent for the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
7.4 These Terms, and any rights and obligations and licences granted hereunder, are limited, revocable, non-exclusive and personal to you, and therefore may not be transferred, assigned, delegated or sold, in part or in whole, by you to any third party without our written consent, but may be transferred, assigned or delegated by us without notice and without restriction, including without limitation to any of the entities within the Phi Wallet group, or to any successor in interest of any business associated with the Phi Wallet App Services.
7.5 In addition, Users may not grant anyone access to their account except as expressly permitted herein.
7.6 Any attempted transfer or assignment in violation of these Terms will be null and void.
7.7 These Terms shall be binding upon and inure to the benefit of the parties hereto, our successors, and permitted assigns.
7.8 In the event that Phi Wallet is acquired by or merged with a third party entity, we reserve the right, in any such circumstance, to transfer or assign information collected from you as part of such merger, acquisition, sale, or other change of control.
7.9 Regarding the above point, please see our Privacy Policy available at our website and App.
7.10 Except for the indemnification and exculpation provisions contained herein, nothing expressed or implied in these Terms is intended or shall be construed to confer on any person other than the Parties to this Agreement any legal or equitable right, remedy or claim under or in connection with this Agreement to enforce any of its terms that might otherwise be construed to confer such rights on such persons.
7.11 These Terms and all representations, warranties, covenants, conditions and provisions of these Terms are intended to be and are for the exclusive benefit of you and us.
8. Client.
8.1 Access to Phi Wallet Services and Products, including the App, is only permitted:
8.1.1 to those who are eighteen (18) years of age or older; or
8.1.2 to those of legal age to enter into legally binding contracts under applicable laws.
8.2 In the event that the Customer does not meet one of the above requirements, the Customer is not authorised to use any of the Services and Products made available by Phi Wallet.
8.3 By continuing to access or use the Phi Wallet Products and Services, the Customer indicates that he is 18 years of age or older or has the legal capacity to enter into legally binding contracts under applicable laws.
8.4 Misrepresentation of your age to gain access to any of Phi Wallet's services and products is a violation of these Terms.
8.5 The Customer declares, by expressly or tacitly accepting the Terms, that:
8.5.1 You are not a resident or tax resident of, and have no relevant connection with any jurisdiction that is internationally sanctioned;
8.5.2 You are not a resident or tax resident of, and have no relevant connection with any jurisdiction that has been indicated by Phi Wallet as being subject to prohibitions or restrictions on access or use;
8.5.3 Your use of the Site, Products and Services provided by Phi Waller is legal and unrestricted in your local jurisdiction and exempt from any licensing, registration or approval of any kind;
8.5.4 You are the authorised user of your Enabled Device, and that you have not used, nor are you aware of anyone else who has used, a means of removing the manufacturer's restrictions;
8.5.5 You are not currently registered as a user of Phi Wallet Services and Products;
8.5.6 You are not impersonating any other person, operating under a pseudonym or concealing your identity;
8.5.7 You are not listed as a Politically Exposed Person or a Denied Person;
8.5.8 You are the sole beneficial owner of your account and are not acting on behalf of or representing any other natural person, legal entity or legal entity;
8.5.9 Is the beneficial owner (or if you are acting as a fiduciary, the legal owner) of any digital asset, gold and/or fiat currency that is subject to these Terms and constitutes the subject matter of the Services; and
8.5.10 Is in compliance with all requirements of Applicable Law to which it is subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements.
8.6 You agree not to use the Site, the Products and/or the Services if such use is prohibited or violates the laws of the country, state, province, or other jurisdiction in which you reside, are a tax resident or of which you are a citizen.
9. Registration; Account; Provision of Information.
9.1 To use the Phi Wallet Site, Services and Products, you must register as a user and create an account, which will be used to identify you and store your digital goods, gold and/or fiat currency as deposited and/or received by you.
9.2 To register as a User and to create your dedicated account, you will be asked to provide certain registration details and information, including requesting necessary and essential documentation, as this information is intended to identify each person opening an account.
9.3 To this extent, the Client may be asked, among other things, for the following information:
9.3.1 Full name;
9.3.2 Nationality and Place of Birth;
9.3.3 Address;
9.3.4 E-mail address;
9.3.5 Telephone contact;
9.3.6 Date of Birth;
9.3.7 Identification Number;
9.3.8 Taxpayer Identification Number;
9.3.9 Other information and documents.
9.4 You may also be asked for information from third parties, such as:
9.4.1 Your bank account number;
9.4.2 Your crypto asset addresses; and
9.4.3 Related information.
9.5 At the time of your registration as a User, or at any future time after your registration as a User, you authorise Phi Wallet, either directly or using relevant third party service providers, to perform electronic verification of your user identity.
9.6 You represent and warrant that any and all information you provide to us or any of our third party service providers is at all times complete, accurate and up-to-date in all respects.
9.7 If the information provided by the Client is no longer complete, accurate and up-to-date, it is the Client's sole responsibility to:
9.7.1 Inform us of any changes to said information or any other information that you have provided to us during registration or in the course of your engagement with Phi Wallet under these Terms;
9.7.2 Provide us and/or third party service providers, in applicable situations, with the revised and updated information without delay.
9.8 If at any time Phi Wallet believes that your information is incomplete, out of date or inaccurate, we may contact you and ask for more information or ask you to go through the verification process again.
9.9 Except as permitted by Applicable Law, all information and documents must be in English, Portuguese, French or Arabic (including such information and/or documents as may be required by us from time to time for compliance with Applicable Laws) in order to process your registration.
9.9.1 If documents provided are not in the above mentioned languages (except where permitted by Applicable Law), Phi Wallet reserves the right to require a certified translation from you and not to complete your registration as a user until such a translation has been provided and validated.
9.10 Under existing Policies and Applicable Law, Phi Wallet reserves the right to request from the User, at all times, information to enable Phi Wallet to comply with its legal obligations, in particular, to communicate the User’s tax information to the competent authorities.
9.10.1 User agrees to:
9.10.1.1 Cooperate with all requests made by us or any of our third party service providers on our behalf in connection with your use of the Phi Wallet Site, Services and/or Products, which may include requiring additional information that allows us to reasonably identify you, requiring you to take steps to confirm ownership of your phone number or payment instruments, or verifying your information against third party databases or through other sources;
9.10.1.2 Provide true, accurate, current and complete responses to requests for information required by Phi Wallet.
9.10.1.3 Maintain and promptly update the information you provide in order to keep it true, accurate, current and complete at all times.
9.11 In case the Client:
9.11.1 Fails to respond or respond in a timely manner to any request for information required by Phi Wallet, or if the information provided is insufficient, untrue, not current, incomplete or misleading and/or provides any information that is false, or if Phi Wallet or any of our authorised agents have reasonable grounds to suspect that such information is false, inaccurate, not current or incomplete, Phi Wallet reserves the right to suspend User’s use of its Site, Services and/or Products or terminate your Account and refuse any and all current or future use of its Services, Site and Products, as well as subject User to civil liability or refer User to the appropriate law enforcement authorities for criminal prosecution, and Phi Wallet shall not be liable following such suspension, termination or inability to use the Site, Services and Products, as the case may be.
9.12 In such case, User is solely and entirely responsible for any fees incurred by Phi Wallet with respect to any of the foregoing.
9.13 Failure to complete any step of the registration process or to provide updated information may result in the inability or adversely affect the use of Phi Wallet's Services and Products, which shall be the sole and exclusive responsibility of the User.
10. Data Protection.
10.1 While Phi Wallet will use reasonable efforts to protect your data from inadvertent disclosure or misappropriation, we are not responsible for intentional or criminal acts by third parties, such as hackers or "phishers".
10.2 Phi Wallet will only share Users’ Personal Data in order to facilitate and administer their use of the Site, Services and Products, in particular the App, or if required by law or by any of our counterparties who are responsible for handling our Users’ data. Such a data controller will manage and protect your personal data in accordance with all applicable data protection laws.
10.3 Phi Wallet reserves the right at all times to satisfy internal requirements regarding the personal data of its users, including for the purposes of fraud prevention and/or anti-money laundering and combating the financing of terrorism.
10.4 In addition to the provisions of our Privacy Policy, which is deemed to form an integral part of these Terms and is hereby reproduced in full for all legal purposes, by using our Site, Services and/or Products, in particular our App, you confirm that you have read and understood our Privacy Policy and how we collect, use, disclose and share your Personal Data with each other and with our authorised service providers and relevant third parties.
10.5 For more information regarding Privacy and Personal Data, please see our Privacy Policy, available at our website and App.
10.6 Provision and Retention of Third Party Services:
10.6.1 Within the scope of the services provided to its users, Phi Wallet may occasionally or continuously resort to services provided by third parties for the delegation of the performance of certain functions, who will be responsible for the collection and processing of your personal data.
10.6.2 At present, Phi Wallet uses the following services provided by third parties:
10.6.2.1 Veriff: a global identity verification services company based in Tallinn, Estonia, that offers services to online businesses to mitigate fraud attempts and aid regulatory compliance, using AI that analyses a multitude of technological and behavioural indicators, including facial recognition.
10.6.2.2 Google Firebase: set of hosting services for any kind of application. It offers NoSQL and real-time hosting of databases, content, social authentication and notifications, or services such as a real-time communication server.
10.6.2.3 Google Cloud Services - web service for storing and accessing data on Google Cloud Platform infrastructure. The service combines the performance and scalability of the Google Cloud with advanced security and sharing capabilities.
10.6.3 Unless otherwise stated, any terms and conditions as well as privacy policy for these services, are the sole responsibility of said parties and will be provided directly by the third party service provider on their official websites, to which the User is hereby referred to who should consult them before proceeding with Phi Wallet services.
10.6.4 Phi Wallet disclaims any and all warranties, disclaims any and all liability for any services provided by third parties, and such disclaimer is hereby acknowledged and accepted in full and without restriction by the User.
11. Usage; Conduct.
11.1 If you register with us as an individual user, you agree to use the Site, Products, and Services for your personal use only.
11.2 If you register with us as an Institutional User on behalf of an institution, you represent and agree that you:
11.2.1 are an authorised representative of that institution and that these Terms are binding on that institution;
11.2.2 will use the Site, the Products, and the Services for business purposes only.
11.3 You further agree that any use of the Site, Products and Services will be for the purposes expressly permitted and contemplated by these Terms.
11.4 You may not use the Site, Products, and Services for any other purpose without our express prior written consent.
11.5 The User can access the services and products of Phi Wallet, being able to use the functionalities that Phi Wallet makes available.
11.6 Phi Wallet will notify you of updates to the App, and it is your responsibility to install these updates on your mobile device, otherwise you will no longer have access to the functionality of the App.
11.7 The User is responsible for keeping confidential all access codes, passwords or any other personal information related to the execution of the App, and may not transmit them to third parties.
11.8 Any damages that may arise from the possible transmission to third parties of personal information covered in the preceding paragraph are the sole responsibility of the User.
11.9 Phi Wallet reserves the unilateral right, in its sole discretion and without providing reasons, to refuse or suspend, terminate or limit your or your account's use of the Phi Wallet App Services, and/or change the eligibility criteria for registration or use of the Phi Wallet App Services at any time.
11.10 Notwithstanding the provisions of these Terms or the successful completion of your registration in accordance with the provisions of Clause 9. above, you acknowledge and agree that certain types of users are specifically prohibited from using certain features within the Phi Wallet App Services.
11.11 Subject to the provisions throughout these Terms, you agree not to, and shall not knowingly or unknowingly authorise, permit or assist any other party to do so, use the Site, App and/or other Phi Wallet Products to:
11.11.1 spam or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk or chain mail;
11.11.2 conduct illegal or immoral activities (including but not limited to money laundering, terrorist financing and fraudulent activities);
11.11.3 upload content that contains or is infected with viruses, malicious code, Trojan horses, illegal, immoral content or contains any other harmful program;
11.11.4 modify or adapt all or any part of the Site, App and/or other Phi Wallet Products or combine or incorporate the same with other program(s) or application(s);
11.11.5 disassemble, decompile, reverse engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Site, App and/or other Phi Wallet Products or any of their components;
11.11.6 in any manner that may lead to infringement of our, our affiliates' or any other third party's intellectual property rights, including, without limitation, any copyright, patent or trademark, and you undertake not to take or attempt to take any action or claim ownership of any property that infringes or may infringe our intellectual property interests;
11.11.7 in a way that could damage, disable, impair or compromise the Site, App and/or other Phi Wallet Products or Phi Wallet's provision of the Services (or the systems or security of the Site, App and/or other Phi Wallet Products or any other computer systems or devices used in connection therewith) or interfere with other users or affect Phi Wallet's reputation, and you agree not to gain or attempt to gain unauthorised access to the account or wallets of other users;
11.11.8 deposit with Phi Wallet any digital assets or fiat currency that are part of the proceeds of any criminal or illegal activity;
11.11.9 engage in any other activities that are deemed inappropriate by us or that violate these Terms or any Applicable Laws;
11.11.10 provide false, inaccurate, incomplete or misleading information to Phi Wallet or any of its affiliates or third party service providers; or
11.11.11 take any action that imposes an unreasonable or disproportionately large burden or load on Phi Wallet's infrastructure (including, without limitation our servers, networks, data centres and related or similar equipment) and interfere with, intercept or detrimentally expropriate any system, data or information belonging to other users of the Services, App and/or Products.
11.12 Users are responsible for any and all activities performed through their use of the Site, Services and Products, validated by us using the Security Procedures as described below, even if such activities were not authorised by you.Users are responsible for any and all activities performed through their use of the Site, Services and Products, validated by us using the Security Procedures as described below, even if such activities were not authorised by you.
11.13 By using the Phi Wallet Site, Services and Products, you agree that the Security Procedures described in this Agreement are commercially reasonable for the size, amount and frequency of your use.
11.14 You further agree that the Security Procedures described in these Terms are used to verify the authenticity of your orders or other instructions, but not to detect errors in any order or other instruction transmitted by you.
11.15 While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorised use of your account, and we will not be liable for any loss you may incur as a result of accessing your account, either with or without your knowledge.
11.16 We disclaim any and all liability arising from fraudulent entry and use of the Site, Products and Services (including, but not limited to, liability arising from unauthorised activity conducted through your account).
11.17 If anyone fraudulently gains access to your account, we will take such action as we determine to be warranted, including, without limitation, immediately terminating your access and/or membership, terminating your account, and taking all necessary and appropriate steps under applicable international, federal, state, provincial and local laws.
11.18 PLEASE NOTE THAT PHI WALLET WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL OR TELEPHONE, TO REVEAL YOUR ACCOUNT PASSWORD. REQUESTS FOR PASSWORD INFORMATION WILL ONLY BE MADE THROUGH PHI WALLET’S APP AND ONLY WHEN YOU INITIATE AND/OR LOGGING TO YOUR ACCOUNT. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE YOU DO NOT INTEND TO AUTHORISE TO USE YOUR ACCOUNT.
12. Enabled Device.
12.1 The use and quality of the services provided by Phi Wallet depend on the device used to access the App, which must be enabled for this purpose.
12.2 The User must keep and maintain the device on which he/she uses the services of Phi Wallet in a safe condition and follow the recommendations of the manufacturer and/or operator.
12.3 You agree and acknowledge that with respect to said device, you shall be responsible for the following, at your own expense:
12.3.1 Obtain and install all hardware, software and communications services necessary for the use of said application in accordance with these Terms;
12.3.2 Install antivirus or other mobile security software on your enabled device to protect against any security or other vulnerabilities that may arise in connection with your use of the App in accordance with these Terms; and
12.3.3 Install updates and patches to the App and your Enabled Device in a prompt and timely manner.
12.4 Phi Wallet is not responsible for any attempt to use the App by an incompatible device or one that does not allow it to run properly.
12.5 Please note that, without prejudice to the foregoing and any other terms in these Terms, we assume that any and all instructions received from your Enabled Device were made by the rightful owner.
12.6 Except for the functionalities that specifically provide for some form of sharing with other Users, the Phi Wallet App is provided for the exclusive use of the Client/User, who undertakes to use it in accordance with the law and these Terms and Conditions.
12.7 The User notably undertakes to refrain from using it for purposes or effects that are illicit, harmful to the rights and interests of third parties or that, in any way, may damage, render useless, overload or deteriorate the services provided by Phi Wallet.
12.8 You are solely responsible for keeping your Enabled Device secure and maintaining adequate security and control of your login and authentication information (including but not limited to your username and password), and you shall also be solely responsible for any access to and use of the Phi Wallet App and the Services through your Enabled Device, even though such access and/or use may have been made without your knowledge, authority or consent. We shall not be liable to you for any loss or damage resulting from such access and/or use.
12.9 You must report to Phi Wallet any anomalies that you detect regarding the use of the App, as well as any fraudulent actions of third parties attempting to manipulate you in order to obtain secret codes or access to the App.
12.10 If you discover that your enabled device has been lost or stolen or has been accessed or used in an unauthorised manner, you must notify us of the loss and/or theft or unauthorised access and/or use by emailing us at support@phiwallet.com.
12.11 In addition, if your Enabled Device has been accessed or used in an unauthorised manner, you should reset the login and authentication data on your Enabled Device as soon as possible.
13. Services and Products.
13.1 The product provided by Phi Wallet consists of a token, where one (1) AUG token issued by Phi Wallet represents one (1) gram of fine physical gold.
13.1.1 The User agrees and accepts that the representation of the fine physical gold as stated above does not, in any way, mean that the User owns a specific gold bar.
13.1.2 Being holder of a Phi Wallet token, which represents fine physical gold, means that the User holds the quantity as part of all gold reserves in Phi Wallet’s vaults or in Third Parties vaults owned by Phi Wallet.
13.2 A User holding a Phi Wallet token may:
13.2.1 Redeem physical or unallocated gold through the Phi Wallet App;
13.2.2 Convert to fiat through Phi Wallet’s App only for supported currencies;
13.2.2.1 Please note that Phi Wallet may only support some currencies;
13.2.2.2 Conversion from gold to fiat will only be possible for supported currencies;
13.3 As such, Phi Wallet Services and Products consist mostly of the Phi Wallet App, created to provide services related to selling, buying, transferring and storing gold through it, such as, but not limited to:
13.3.1 Digital Wallets hosted by Phi Wallet, which allow you to store purchased or received Gold, digital assets and digital fiat currency;
13.3.2 Conversion of fiat currency to be stored in your Digital Wallet;
13.3.3 Conversion of digital assets under which you can convert into other digital assets or Gold;
13.3.4 Transfer of ownership of gold and/or digital assets under which you may transfer to another recipient that is also a user of the Phi Wallet App;
13.3.5 any other products or services shown on the App or on our official communication channels.
13.4 Under these Terms, you will be granted a limited, non-transferable, non-exclusive licence to use the Phi Wallet App to the extent owned or licensed through us on your Enabled Device and for your own purposes only, and subject at all times to these Terms.
13.5 All other rights not expressly granted to the User are deemed to be reserved.
13.6 The above is contingent upon your continued compliance with these Terms and all other applicable terms and policies.
13.7 Fees and account balances in the Phi Wallet App are mostly rounded to the nearest four decimal places.
13.8 Phi Wallet does not provide general or investment advice, nor does it provide guidance on price execution.
13.9 Any opinion or information given by Phi Wallet regarding any market dynamics, including but not limited to price, possible performance or trading conditions, whether posted on the App or the Site or otherwise disclosed to a User, should not be construed as advice in any respect.
14. Gold Market.
14.1 The value of Phi Wallet tokens depends substantially on the value of London Good Delivery gold.
14.2 The price of London Good Delivery gold fluctuates in relation to and when measured against exchange currencies and may result in a loss against them.
14.3 Foreign currency exchange rates are subject to fluctuations beyond Phi Wallet's control and can fluctuate rapidly.
14.4 Historical prices are not a reliable indicator of future prices. Any foreign exchange risk is borne by the User.
14.5 Please note that the global gold market is unregulated and that most new regulations apply to all asset classes and are not unique to gold.
14.6 There is no warranty, express or implied, as to the future value of this product or the products supplied by us.
15. Tokens; Conversion.
15.1 Phi Wallet tokens are not legal tender and are not monetary instruments.
15.2 When holding Phi Wallet tokens, the User may choose to transfer, exchange, store and/or use them to pay persons who accept the Phi Wallet token, or convert them into legal tender, unallocated gold and assigned/allocated gold, subject to certain limitations.
15.2.1 Phi Wallet does not charge currency conversion fees and will not be responsible for any fees, charges or conversion fees on international transactions that may be levied by credit card issuers, financial institutions, or banks.
15.2.1.1 For more information on this point, please refer to Clause 19.
15.2.2 Phi Wallet may reallocate User's Phi Wallet tokens to different bars from time to time in order to account for and accommodate Phi Wallet token transfers, new Phi Wallet token conversions, redemptions, and other transactional activities.
15.2.3 This reallocation process will be automated and instantaneous, so that all Phi Wallet tokens will always be assigned to specific gold bars.
15.2.4 Phi Wallet will attempt and use commercially reasonable efforts to assign your Phi Wallet tokens to as few gold bars as possible, and reallocation may take place to consolidate your (and others') Phi Wallet tokens to the lowest number of bars on a frequent basis.
15.2.5 If You are not assigned ownership of a full gold bar, You will have a pro-rata share of that bar as determined by Your Phi Wallet tokens.
15.3 Only verified Users may purchase, convert or redeem Phi Wallet tokens from Phi Wallet.
15.4 Phi Wallet reserves the right to be able to refuse to issue Phi Wallet tokens, and to convert or redeem them, to a verified User in the event of any circumstance that violates the binding contract entered into between the Parties, including, without limitation, where Phi Wallet believes that the issuance or redemption of such tokens would be contrary to applicable law or would expose it to legal liability.
15.5 In the absence of a reasonable justification for not converting or redeeming these tokens, and provided you are a fully verified User, your Phi Wallet tokens are freely convertible, albeit subject to the conversion requirements as described in these Terms.
16. Ownership; Storage; Shipping.
16.1 Ownership:
16.1.1 Phi Wallet may transact in gold by acting as principal or as agent upon receipt of the instruction given by the User to that effect.
16.1.2 In this regard, you agree that you assign full authority to Phi Wallet to act as your agent and on your behalf for the purpose of buying, selling, exchanging, redeeming, holding, converting or otherwise dealing with products held by you through the App.
16.1.3 Upon transaction and conversion into tokens, these are similar to a warehouse receipt representing your beneficial ownership of a pro rata share of the allocated gold.
16.1.4 The transfer of ownership of the Purchased Gold to the User takes place when the Gold appears in the User's Account.
16.1.4.1 However, until such time as this appears in the User's Account or until full payment of the instruction is received, whichever occurs last, Phi Wallet retains the reservation of ownership of the Gold in question.
16.1.5 This means that the User, as holder of the tokens, owns all economic value of the gold represented by his/her tokens, and all risk and reward related to the ownership of this gold.
16.1.6 Subject also to Clause 16.2., the fact that the physical gold is stored at Phi Wallet's request with a storage provider does not imply a transfer of ownership to such storage provider, which means that the User will continue to own the Purchased and Allocated Gold, provided that the above requirements are met.
16.1.7 Phi Wallet undertakes to promptly pay, on behalf of the User, upon proper collection of the amounts in the User's Wallet, all storage fees where/when due.
16.1.8 The insolvency of Phi Wallet or any storage provider will not affect the User's ownership rights in respect of their Purchased/Assigned Gold Property, although such circumstances may result in delays and inconvenience in the User regaining possession of the same.
16.2 Storage:
16.2.1 The User agrees and accepts that Phi Wallet will provide storage, transportation and insurance associated with the User's gold.
16.2.2 The User agrees and accepts that, under these conditions, Phi Wallet will act as custodian for their gold and will also be responsible for entering into storage agreements with gold safe operators, which will be selected by Phi Wallet at its sole discretion.
16.2.3 All storage agreements with Gold Vault Operators are entered into by Phi Wallet, and the User is not a party for the purposes of such agreements.
16.2.4 The User authorises Phi Wallet to act as depository and to provide instructions to the Gold Vault Operator and the insurance company in that capacity pursuant to the deposit.
16.2.5 The Phi Wallet App will store Product Holdings on behalf of the Customer subject to these Terms and any other Conditions notified to the Customer from time to time.
16.2.6 The Customer authorises Phi Wallet to arrange storage, transportation, and insurance of the Product Holdings.
16.2.6.1 This authorization permits Phi Wallet to enter into contracts on behalf of the Customer as agent with respect to the storage, transportation or insurance of the Product Holdings, but shall not be construed as an obligation to enter into such contracts.
16.2.7 Storage fees will be charged in accordance with Clause 19.
16.2.8 Phi Wallet will have a general lien on all Products in its possession or control for unpaid Monthly Storage Fees, whether or not related to the goods over which the lien is exercised.
16.3 Shipping:
16.3.1 The User may, through a request made through his/her Account on the Phi Wallet App, request shipment and delivery of the Allocated Gold, to the address verified through the KYC process, once he/she has accumulated physical gold in the minimum amount of 10 grams.
16.3.1.1 In the event the User does not meet or fulfil the above requirements, delivery of Gold will not be available.
16.3.2 Upon verification and acceptance of the above order, Phi Wallet will arrange delivery of the Allocated Gold.
16.3.3 Details about transportation costs of the shipping and delivery of the Allocated Gold will be provided to the User.
16.3.4 Phi Wallet shall not make any shipment and delivery of the Allocated Gold until full payment of all costs associated with such shipment and delivery has been duly made.
16.3.5 Please note that any dates quoted for delivery are approximate only and are provided by the carrier.
16.3.5.1 Phi Wallet will not be liable for any delay in delivery that is caused by a Force Majeure Event or the User's failure to provide proper delivery instructions or any other instructions that are relevant to delivery or requested by the carrier.
16.3.6 Delivery shall be deemed complete, unless expressly prohibited by applicable law, upon loading of the Allocated Gold ("delivery completion date") onto the carrier, at which point the risk passes to you.
16.3.7 It shall be the sole responsibility of the User to ensure that the User or a trusted person authorised by the User to receive the Allocated Gold ("Authorised Person") is available at the User's Verified Address to take delivery.
16.3.8 Phi Wallet and its carriers, shippers and agents shall be entitled to assume that any person taking delivery of the goods at the User's Verified Address is an Authorised Person.
16.3.9 Phi Wallet shall not be responsible for security at the User's Verified Address.
16.4 Customs clearance:
16.4.1 The User shall bear responsibility for customs clearance of goods into the country of destination of the shipping (“receiving country”) in accordance with the legislation of the receiving country.
16.4.2 The User shall be responsible for duties and customs fees and/or any other governmental and/or import taxes and/or fees.
16.4.3 The User expressly declares that he releases Phi Wallet from any liability related to customs.
17. Purchase; User Account Financing.
17.1 After creating your account, you can fund your account with several ways, including:
17.1.1 Currency:
17.1.1.1 You can fund your account with currency transferred from your account(s) with financial institutions.
17.1.1.2 Upon receipt, they will be credited to your account.
17.1.1.3 Any deposit that does not originate from a bank account held by you, or for which you are an authorised user, will be rejected immediately and the amounts returned to the previous owner.
17.1.1.3.1 In such cases, you will be solely responsible and will bear any cost or fees that may arise.
17.1.1.4 Deposits received before 3pm will normally be credited to the user's account on the same or next business day, or within the applicable banking hours. The timeframes advanced are indicative only and Phi Wallet is not responsible for any delay.
17.1.1.5 Please note that deposit processes may be subject to the internal and jurisdictional processes of your bank as well as Phi Wallet's bank or banks.
17.1.1.6 You represent and warrant that all funds you transfer to your Phi Wallet account do not represent the proceeds of any criminal or fraudulent activity.
17.1.1.7 You are not authorised to receive funds into your account from a sender other than yourself, unless you receive specific prior approval to the contrary from Phi Wallet.
17.1.1.8 If we reasonably determine that You are not the owner of the funds in Your Account, Phi Wallet reserves the right to dispose of such funds in accordance with applicable law and at its sole discretion, which may include returning the funds to the payer or a charity of Your choice.
17.1.2 Phi Wallet Tokens
17.1.2.1 You represent and warrant that any Phi Wallet tokens you transfer to another Phi Wallet Account do not represent the proceeds of any criminal or fraudulent activity.
17.1.2.2 If Phi Wallet reasonably determines that You received Phi Wallet Tokens in a non legitimate way, Phi Wallet reserves the right to dispose of the Phi Wallet tokens in accordance with applicable law and at its sole discretion, which may include returning the Phi Wallet tokens to the sender or to a charity of Your choice.
17.2 Acquisition of Phi Wallet Tokens through currency:
17.2.1 After the User has funded his Account, he may proceed to convert the deposited currency into Phi Wallet tokens.
17.2.2 The User will be shown a streaming price quote for the price of one gram of London Good Delivery Gold ("Streaming Price Quote").
17.2.3 The "Streaming Price Quote" is only valid for five (5) seconds. Prior to your conversion decision, the User will be presented with an estimated conversion price for Phi Wallet tokens.
17.2.4 The User will have five (5) seconds to review and submit their purchase order. If your streaming price quote expires, you must obtain a new price quote.
17.2.4.1 During periods of extreme volatility and at Phi Wallet's sole discretion, the Streaming Price Quote may be updated faster than every five (5) seconds.
17.2.5 Once an instruction to buy Phi Wallet tokens has been executed and assets have been credited and debited, the transaction cannot be reversed.
17.2.6 Phi Wallet reserves the right to be able to require a minimum amount for conversion, which may be updated from time to time.
18. Instructions; Cancel Instructions.
18.1 You may not submit an instruction until the account creation has been successfully completed and funds have been received into that account.
18.2 Once an instruction is submitted, it cannot be changed, cancelled or terminated other than in accordance with these Terms.
18.3 By placing an instruction, the User agrees to have sufficient funds as needed to make payment, including fees to settle the transaction.
18.4 By placing an instruction order, the User relies solely on its own judgement.
18.5 The User agrees that the price of any order will be at the Retail Daily Rate/Rate ("Retail Daily Rate") with the addition of Phi Wallet fees.
18.6 The User accepts full responsibility for the security and authenticity of all Instructions sent via the Phi Wallet App and accepts that it is bound by all such Instructions.
18.7 When Phi Wallet accepts the submission of an Instruction, it will make reasonable efforts to complete it.
18.8 Phi Wallet shall be entitled to assume that all Instructions received from the user's enabled device made through the Phi Wallet App are or come from the user.
18.9 Phi Wallet shall have no obligation to verify that such Instructions are in fact from the user.
18.10 The User declares to be aware that instructions and information transmitted through the Phi Wallet App are generally transmitted via the Internet and may be routed through public, transnational facilities that are not specifically protected.
18.11 Phi Wallet cannot guarantee that Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and the user accepts these associated risks.
18.12 Any Instructions sent by the user shall only be deemed to have been received from the user when such Instructions have been successfully retrieved from the relevant system and appropriately informed of such receipt.
18.13 In addition, any instructions sent by you to third parties (e.g. network merchants) will only be deemed to have been received by such third parties in accordance with their terms and conditions.
18.14 You acknowledge and agree, without prejudice to the provisions of these Terms, that to the extent that any terms exist in the jurisdiction in which you are located governing the time and place of sending and receiving electronic communications, such terms shall not apply to your use of the Phi Wallet App Services;
18.15 Phi Wallet is not and shall not be liable to You for any loss or expense You suffer if Phi Wallet is unable to execute an instruction for any reason (other than as a result of our negligence, fraud or wilful default) or due to a breakdown or failure of transmission or communication systems or where there is a delay or change in gold market conditions prior to the completion of the transaction.
18.16 Phi Wallet reserves the right to cancel or void orders in the event that the order contains a bug, error, or an actual or suspected violation of these Terms.
19. Fees and Taxes.
19.1 Your use of the Phi Wallet App Services may be subject to certain fees, which will, if applicable, be charged to your Digital Wallet.
19.2 Conversion fees:
19.2.1 Fees will be charged on the conversion of Phi Wallet tokens.
19.2.2 This fee will be automatically charged on all transactions of this nature.
19.2.3 By purchasing Phi Wallet tokens, you agree to assign the obligation to pay any and all storage fees -if any - linked to Phi Wallet tokens to subsequent holders of such tokens, and by receiving transfers of such tokens, token holders agree to accept the assignment of such obligation.
19.3 Storage Fees:
19.3.1 Storage Fees are applicable to all gold reserves held by the User, including but not limited to gold reserves represented by Phi Wallet’s tokens (hereafter jointly “gold reserves”) and constitute an obligation, regardless of whether such holder is an individual, company or institution.
19.3.2 Phi Wallet will provide its Users with free gold reserves storage fees for three (3) years.
19.3.3 This three-year period will commence from the User's first gold purchase and will only apply once per User and will not apply to future purchases or to upgrades of gold reserves already held by the User.
19.3.4 After the expiry of the three-year period, under the terms of the previous paragraphs, gold storage fees will be calculated on a monthly basis at a rate of 0.5% of the User's total gold reserve.
19.3.5 All fees will be automatically debited from the User's Account on a periodic basis.
19.3.6 The User agrees and accepts that Phi Wallet may unilaterally modify the amount charged for storage fees and/or change, suspend or otherwise alter the free storage period. In the event of any change in the terms set out above, the User will be informed in a timely manner.
19.4 Bank fees
19.4.1 The User's banking institution or other Digital Wallet provider may charge transaction fees and/or other fees related to the transfer of funds to and from your account.
19.4.2 In the event that such fees are charged to Phi Wallet for either the deposit or withdrawal of currency to or from the User's account, Phi Wallet will deduct an amount equal to any such fees from the amount being transferred.
19.5 Incentives:
19.5.1 Phi Wallet reserves the right to offer incentives or reduced fees to certain Users at the Company's sole discretion.
19.6 All applicable Fees listed on the Phi Wallet App and the Site are exclusive of any applicable taxes and the actual fee charged will be increased to account for any such applicable taxes.
19.7 Phi Wallet reserves the right to change or modify the fee structure or increase any of the fees at any time and from time to time.
19.8 Any such changes, modifications or increases will be effective upon posting of such changes, modifications or increases on our Site and/or App.
19.9 Your first use of your Account following the posting of any fee changes on the Site will constitute your acceptance of such changes.
19.10 If you do not agree with the posted changes, you may terminate your Account as provided in these Terms.
19.11 The User is responsible for paying all local taxes and tariffs that are or may be applicable to purchases, conversion, sale or custody of gold, and any associated charges.
20. Risks.
20.1 These Terms do not disclose all the risks associated with trading in Digital Assets.
20.2 Please note that all transactions involving Digital Assets involve certain risks.
20.3 In this regard, once submitted to a blockchain network, such transaction will not be confirmed for a period of time pending sufficient confirmation of the transaction by the blockchain network.
20.3.1 In this sense, a transaction is not complete while in a pending state.
20.3.2 Any transfers of Digital Assets to and from external wallet addresses that are in a pending state will be designated accordingly, and the respective Digital Asset will not be included in your Digital Wallet or available to transact.
20.3.3 If you use any Phi Wallet Services that allow you and/or third parties to access and hold Digital Asset private keys, you acknowledge that we are not responsible for the safeguarding of such keys and that we are not responsible for any loss of Digital Assets resulting from theft, loss, or mismanagement of Digital Asset private keys beyond our control.
20.4 While we may provide historical and/or real-time data on the price of Digital Assets, including charts displayed on the Phi Wallet App showing price fluctuations of Digital Assets, such data or charts are for reference only.
20.5 We make no representations regarding the quality, adequacy, truthfulness, usefulness, accuracy, or completeness of such data or charts, and you should not rely on such data or charts for any reason.
20.6 Phi Wallet does not provide any investment advice, tax advice, financial advice or any other professional advice and any content on or in the Phi Wallet App and/or Site should not be considered as such and/or as a substitute for tailored investment or financial advice.
20.7 The content on the App and Phi Wallet Site does not constitute a comprehensive or complete statement of the matters discussed or the law relating thereto.
20.8 The content of the Phi Wallet app and website should not be used as a basis for making investment decisions and should not be construed as an attempt to market or promote any type of asset.
20.9 Your digital wallet is not a depository account. Funds stored in your digital wallet do not bear any interest unless otherwise stated, and are not protected by any government-guaranteed indemnity, insurance or depositor's guarantee scheme.
20.10 Phi Wallet is not responsible for any loss or damage incurred by you as a result of your use of the Site, the Products, or the Services or your failure to understand the nature of digital assets or the market for such assets.
20.11 We generally do not own or control the underlying software protocols of digital asset networks that govern the operation of digital assets. In general, the underlying protocols are open source, and anyone can use, copy, modify and distribute them. We are not responsible for the operation of the underlying network protocols, and we make no guarantees about their security, functionality, or availability.
21. Limitation of Services; Termination; Account Closure.
21.1 It is expected that from time to time, due to technological factors, scheduled software updates and the performance of other maintenance, as well as factors outside or within our control, the Site, the Products, or other Services may be temporarily interrupted ("Downtime").
21.2 Information about scheduled maintenance times can be found on our Site.
21.3 Open orders and/or exchanges will be held during the downtime period and processed normally after the downtime period.
21.4 Following any such interruption, market conditions and prices may differ from the conditions and prices prior to such interruption.
21.5 Subject to Applicable Law:
21.5.1 Phi Wallet reserves the right, without any liability to you, to update, change, remove, cancel, suspend, disable or restrict access to or discontinue the Phi Wallet App Services or change any features, components or content thereof; refuse, suspend, cancel, reverse, void or partially execute any Fiat to Digital Asset Conversion, Digital Asset Conversion or Digital Asset Transfer instruction; or reverse, cancel, reclaim, change any terms of, or refuse to honour any reward, bonus or payment from any incentive program regardless of your right, including but not limited to:
21.5.1.1 in the event of any breach by you of these Terms and all other applicable terms;
21.5.1.2 for purposes of compliance with Applicable Laws;
21.5.1.3 if Phi Wallet suspects that a transaction made by the customer is potentially linked to any illegal activities (including, but not limited to, money laundering, terrorist financing and fraudulent activities);
21.5.1.4 remedy the effects of any defect in or compromise of any information system on which Phi Wallet relies;
21.5.1.5 as may be informed by its internal control policy and the reasonably anticipated spending profile for the type of consumer group to which it belongs;
21.5.1.6 in Phi Wallet's opinion that an order or transaction has been executed based on an aberrant value; or
21.5.1.7 in Phi Wallet's opinion, is intentionally abusing Phi Wallet's services and products, or engaging in actions to defame, abuse, harass, stalk, threaten or otherwise violate any of Phi Wallet's and/or its employees' rights.
21.5.2 Phi Wallet reserves the right to suspend, restrict or terminate your access to any or all of our Services and to disable your account, including without limitation when:
21.5.2.1 it is our reasonable opinion that we are required to do so by Applicable Law or any court or other authority to which we are subject in any jurisdiction; under reasonable suspicion that you may be in breach of these Terms or are otherwise attempting to circumvent these Terms; under reasonable suspicion that a transaction is fraudulent or misleading; under reasonable suspicion that your account has been compromised or that the Services are being used in a fraudulent or unauthorized manner; under reasonable suspicion of money laundering, terrorist financing, fraud or any other financial crime; or under reasonable suspicion that you are conducting any fraudulent or illegal activities, including; or where any of your Phi Wallets or you and are subject to pending litigation, investigation or government proceedings;
21.5.2.2 In the event that we decide to suspend, restrict or terminate your access to our Services in accordance with the provisions of this clause, we will (to the extent it is not unlawful for us to do so) provide you with notice;
21.5.2.3 Suspensions, restrictions or terminations of your use of our Services will only be reversed once the grounds for refusal no longer exist. We are under no obligation to execute any suspended, reversed or terminated transactions at the same price or on the same terms.
21.5.3 The foregoing may apply to all, or any specific group, or any individual user of the Phi Wallet Services and Products. We do not guarantee that any particular content, component and/or feature will always be available on the Phi Wallet Services and/or Products.
21.6 Note that your obligations under these Terms will continue in the event of such suspension or termination described above.
21.7 Note that you shall not be entitled to any payment, compensation or damages from us in connection with any suspension, reversal or termination of your use of Phi Wallet services and/or products for any reason.
21.8 Any limitation, suspension or termination of your use of the Phi Wallet App Services for any reason will not relieve you of any liability or obligation on your part, which at the time of such limitation, suspension or termination, has already accrued.
21.9 Our rights of limitation, suspension and termination under these Terms will not prejudice any other rights or remedies we may have (whether under these Terms, Applicable Law or otherwise).
21.10 If you wish to suspend or terminate your access to and use of any of the Phi Wallet Services or close your account, you are required to request it through the App.
21.11 You acknowledge and agree that you will be subject to such terms and conditions as we may deem applicable to such suspension or termination.
21.11.1 If, at the time of your account closure request, your account has any outstanding or ongoing obligations, commitments or activities due to Phi Wallet, you agree that Phi Wallet shall not be obligated to process such closure request until all such obligations, activities or commitments have been fulfilled or expired.
21.12 If you have a balance remaining in your account that has been suspended or closed, you are entitled to recover such Digital Assets and fiat from your Digital Wallet, unless we are prohibited by law or a court order from releasing such Digital Assets or fiat, respectively, or if we have reasonable grounds to suspect that such Digital Assets or fiat were obtained through fraud or any illegal means or in connection with any criminal activities. If you have any questions about this clause, please contact us at support@phiwallet.com.
21.13 Although subject to Applicable Law, we may at any time and with proper notice to you
21.13.1 deduct any amount we owe you from any amount you owe us; or
21.13.2 recover any amount you owe us (in either case whether or not the obligation is due or contingent and regardless of the currency, asset or place of payment).
21.14 Upon receiving such a request to close an account, we may terminate your ability to effect transactions on your account and only permit you to withdraw the remaining available funds associated with your account.
21.15 Account closure will not affect any rights and obligations incurred prior to the account closure date.
21.16 All coins appearing on the product ledger and assigned to you must be withdrawn or otherwise sold or transferred before the account closure is finalised.
22. Intellectual and Industrial Property.
22.1 All Intellectual Property Rights arising from or relating to the Services shall be owned by Phi Wallet.
22.2 Phi Wallet retains all industrial, intellectual, copyright or related property rights in and to the Phi Wallet Brand and the Phi Wallet App and all of its components, including any documentation, procedures and updates or developments that have been promoted.
22.3 You acknowledge and agree that:
22.3.1 the Phi Wallet trademarks and logos and any other logos, service marks, product names and other indicia of ownership used in the App are the property of either Phi Wallet or third party licensors (collectively "Trademarks");
22.3.2 the intellectual property rights in and to the App Services are owned by us or licensed from third-party licensors; and that
22.3.3 other than the licence expressly granted to you in these Terms, you are granted no other rights with respect to the Trademarks, the App or the App Services.
22.4 In this regard, you expressly acknowledge that no part or portions of the App may be reproduced, distributed, republished, displayed, disseminated, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any form or by any means or stored in an information retrieval system without our prior written permission.
22.5 Third party product and service names mentioned on the Site, Products, Services and Materials may be trademarks and service marks of their respective companies and are the exclusive property of their respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks.
22.6 You acknowledge and agree that we are and/or own and/or have been authorised by third party owners of relevant intellectual property to use the trademarks, copyrights, patents, design and intellectual property of every nature and form found on the Site and the Services.
23. Feedback, Questions and Complaints.
23.1 If you have any feedback or questions, please contact us at contact@phiwallet.com.
23.2 Please read our Complaints Policy for more information on this point and on response times, and you accept and agree that we will not be liable for any loss or damage incurred during this period.
23.3 Phi Wallet's complaint reporting channel is complaint@phiwallet.com.
24. Announcements; Communications.
24.1 By using the Phi Wallet App Services, you agree that we may provide you with any notices or other communications, including marketing, related to your use of the App Services or others provided by Phi Wallet by:
24.1.1 Electronic mail (in each case to the address you provide);
24.1.1.1 In this case, the date of receipt shall be deemed to be the date on which such notice is transmitted.
24.1.2 SMS message;
24.1.3 Telephone call (in each case to the telephone number you provide); or
24.1.4 By posting on the Site and/or App.
24.2 You have the option to unsubscribe from receiving any marketing material from us.
24.3 Notices and/or communications addressed to Phi Wallet shall be sent electronically to contact@phiwallet.com unless otherwise provided in these Terms.
24.4 Either party may change the address to which notice must be sent in writing to the other party pursuant to this provision of these Terms.
24.5 Notices will be deemed effective upon delivery.
24.6 Notices by electronic mail are acceptable under these Terms as long as they are deemed delivered:
24.6.1 one (1) hour after transmission if sent during the recipient's business hours; or
24.6.2 otherwise by 9:00 a.m. (recipient's time) on the next business day.
24.7 Notices delivered on the Site will be deemed given at the time of posting.
24.8 Notices delivered by any other method will be deemed given upon receipt.
24.9 Any properly addressed notice that is refused, unclaimed or undelivered will be deemed effective as of the first date such notice is refused or deemed undeliverable by the postal authorities, courier, facsimile machine, mail server or service provider, or overnight delivery service.
24.10 We provide no mechanism for sending or receiving private or confidential electronic communications.
24.11 Visitors should not use this Site or Services (including the Products) to transmit any communication for which the sender intends only for the sender and intended recipient(s) to read.
24.12 You are hereby advised that all messages and other content posted on this Site or Services may be read by agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages.
24.13 Users should have no expectation of privacy with respect to any communications sent through this Site or the Services.
25. Disclaimer of Warranties; Implied Warranties.
25.1 By using the Site, Products, Materials or Services, User expressly acknowledges and agrees that:
25.1.1 Such use is at User's own and exclusive risk;
25.1.2 Any material and/or data downloaded or otherwise obtained through the use of the Site, the Products, the Services or any of the Materials is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;
25.1.3 The Site, the Products, the Services and the Materials, and all materials contained therein, are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement;
25.1.4 Phi Wallet makes no representations or warranties that the Site, the Products, the Materials and Services, or any materials therein, will be uninterrupted, timely, secure, or error-free; nor does Phi Wallet make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, the Products, the Materials and Services, or any materials therein;
25.1.5 Phi Wallet cannot and does not guarantee that files available for download from the Internet are free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties;
25.1.6 Phi Wallet assumes no responsibility or liability for your use of the Internet in connection with the Site, the Products and the Services and any materials contained therein;
25.1.7 Phi Wallet makes no warranty, express or implied, with respect to any transaction made through the Site, the Products, or the Services;
25.1.8 Phi Wallet is NOT responsible for any crypto asset market, and Phi Wallet makes no representations or warranties regarding the value of any crypto asset;
25.2 The warranties and representations expressly set forth in these Terms are the only warranties and representations made by Phi Wallet with respect to these Terms, the Site, the Products and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the Parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose, which are excluded to the fullest extent permitted by applicable laws.
25.3 None of these warranties and representations shall extend to any third person.
26. Limitation of Liability.
26.1 Except as expressly provided in these Terms, and to the extent not prohibited by Law, Phi Wallet disclaims all other representations or warranties, whether express or implied, made to it, its affiliates or any other person, including, but not limited to, any warranties regarding title, non-infringement, timeliness, quality, adequacy, merchantability, fitness for a particular purpose or otherwise, of any services or any goods incidental to the Services and Products provided under these Terms.
26.2 You acknowledge that access to and use of the Website and Services, including the Phi Wallet App, is made using computer systems and communications networks that may have flaws, defects or errors in operation or design.
26.3 While Phi Wallet attempts to make your use of its services safe, it cannot and does not represent or warrant that the services are free of viruses or other harmful components.
26.3.1 Under these terms, the user shall be liable for any damages that may be caused through the use of the Internet - i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties.
26.4 Except to the extent prohibited by applicable law, Phi Wallet (or its licensors, agents, suppliers, resellers, service providers, or any other underwriters or suppliers) shall in no event be liable or responsible to the User or any other third party for any direct, special, indirect, incidental, consequential, exemplary or punitive damages, consequential, exemplary or punitive damages that the User suffers as a direct or indirect result of the User's failure to comply with its obligations under this Agreement, except to the extent that such damages are due to the willful misconduct or gross negligence of its representatives, assistants or any persons using it in the performance of its obligations, for example:
26.4.1 Damage for loss of profits; loss of information, business interruption, loss of revenue, or loss of goodwill, which may arise from the use, misuse, or inability to use the Site, the Products, the Services, or any of the materials contained therein, including any loss caused in whole or in part by any inaccuracies, incompleteness, delays, and/or interruptions in the Services and Products, even if Phi Wallet has been advised the User of the likelihood of such damage, and regardless of whether such liability is asserted on the basis of contract, tort, or otherwise;
26.4.2 Damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack;
26.4.3 Any loss of value in User's account, or of any digital asset or fiat currency, resulting from the suspension or closure or the account for any of the reasons listed throughout these Terms, including, but not limited to, User's violation of these Terms or any government seizure or forfeiture
26.5 You agree that neither Phi Wallet nor any third party acting on our behalf will be liable to you for any termination of your access to any part of the Site, Products or Services in accordance with these Terms.
26.6 Where applicable to third parties, our liability shall be limited to using reasonable care in the selection, appointment and instruction of third party service providers (but not any subcontractor or other third party that such third party service providers may use).
26.7 The user is solely responsible for maintaining the security of their environment, including the regular use of malware screening and prevention software.
26.8 The user should also be aware that email and other communication services are vulnerable to spoofing and phishing attacks and should exercise caution when reviewing messages claiming to originate from Phi Wallet.
26.9 We advise you to always log into your Account via the Phi Wallet App or contact us if you are uncertain about the authenticity of any communication or notice.
26.10 In no event shall our aggregate maximum total liability hereunder for direct damages exceed the total actual fees paid by you for use of the Site, Products or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action.
26.11 In the event that some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you (in whole or in part).
26.12 You acknowledge and agree that in the event of any dispute relating to your use of the Phi Wallet Services, our records of all matters relating to your use of our Services (including transaction history) as at any specified date shall be conclusive as to their accuracy and authenticity and shall be binding for all purposes.
26.12.1 The User further agrees to the admissibility of such documents without any further requirement for proof of authenticity or accuracy in court pursuant to applicable laws, rules and/or regulations of evidence.
27. Force Majeure
27.1 Phi Wallet shall not be liable for failure to perform any obligations under these Terms that are due to events beyond its control, and the time provided for performance of such obligations shall be extended by a period of time equal to the duration of such events.
27.2 Events beyond Phi Wallet's control include, but are not limited to:
27.2.1 acts of God, war, riots, fires, embargoes, civil unrest, strikes, labor disputes, equipment failures, bank failures, crypto asset market collapse or fluctuations, fiat currency conversion rate fluctuations, fires, floods, earthquakes, hurricanes, tropical storms or other natural disasters or casualties, labor or material shortages, transportation shortages, facilities, fuel, power, pandemic, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failure of performance by third parties, technical problems, including hardware and software failures and other malfunctions, failure of telecommunications infrastructure or information services, hacking, SPAM or failure of any computer, server or software interruptions due to or caused by vandalism, theft, telephone service interruptions, power outages, Internet interruptions, viruses, and mechanical, power or communications failures.
27.3 If any law, regulation, rule or decision of any self-regulatory organisation, or ordinance, whether international, state, or local, becomes effective, which materially alters our ability to offer the Site, Products or Services described in these Terms, we shall have the right to terminate these Terms, with notice, if reasonably possible, effective as of the first day:
27.3.1 the date from which we are unable to provide our Services hereunder; or
27.3.2 thirty (30) days after such notice.
28. Other Jurisdictions.
28.1 We make no representation that the Site, Products and Services are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited.
28.2 Those who choose to access the Site, Products, Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.
29. Severability.
29.1 If any provision of these Terms is held invalid or unenforceable by any court or administrative body of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
29.2 Such provision shall be amended and construed to accomplish the purposes of the provision to the extent possible under any applicable law.
30. Waiver.
30.1 These Terms shall not be waived in whole or in part except as agreed to in writing by the Parties.
30.2 The waiver of any right or remedy shall not be deemed a waiver of any subsequent right or remedy.
30.3 The single or partial exercise of any right or remedy provided by these Conditions or by law shall not prevent or restrict the subsequent exercise of that or any other right or remedy.
30.4 The delay in performing or the failure to perform any of the provisions, in whole or in part, of these Terms by any Party shall not be construed as a waiver of any of that Party's other rights arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred or reserved to any Party under these Terms is exclusive of any other right, power or remedy available to that Party and each such right, power or remedy shall be cumulative.
31. Damages.
31.1 You agree, to the fullest extent permitted by applicable law, to defend, indemnify and hold harmless Phi Wallet, its parent, affiliates and subsidiaries, and each of their respective directors, officers, shareholders, members, partners, attorneys, employees, agents, service providers, telecommunications providers, joint venture entities and representatives from and against any claims, including third party claims, demands or demands (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority), actions, losses, liabilities, expenses costs, directly or indirectly arising out of or relating to, but not limited to:
31.1.1 Your breach of any of these Terms;
31.1.2 For any and all losses incurred as a result of your failure to provide complete, accurate, and up-to-date information at any point before and after termination of the Phi Wallet Services;
31.1.3 Use, misuse, or inability to use the Site, the Products, the Services, or the Materials by you (or under the authority of another person);
31.1.4 Any regulatory inquiry, legal action, litigation, dispute, or investigation relating to your Account and your use of your Account, the Products, or the Services; and
31.1.5 Your violation of any applicable Laws or regulations of any jurisdiction, or the rights of any third party.
31.2 Any use of the Site and Services, in particular, the Phi Wallet App by You for purposes other than those authorised herein, including copying in whole or in part, will subject You to liability to Phi Wallet, civil and/or criminal, as applicable, and the obligation to indemnify Phi Wallet for all damages caused by You.
31.3 Phi Wallet will notify you by email or other appropriate means of any such claim or proceeding, and will reasonably cooperate (at its own expense) in the defence of such claim or proceeding.
31.4 Phi Wallet reserves the right to participate in the defence of any such claim or to choose its own counsel, but is not obligated to do so.
32. Right to Compensate.
32.1 To the extent permitted by law, Phi Wallet reserves the right to set off any damages or amounts owed by You for breach of these Terms, its indemnification obligations, or other obligations under these Terms against funds in Your account (including, without limitation, transaction fees, funds transfer fees, and dormancy fees).
33. Applicable law and agreement on jurisdiction.
33.1 These Terms and Conditions are governed by Portuguese law.
33.2 In the event that a dispute arises between the parties arising out of or otherwise relating to these Terms and Conditions, the parties shall meet and negotiate in good faith to attempt to resolve the dispute.
33.3 If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, the dispute shall be submitted to arbitration.
33.4 The arbitration award may be enforced in court, and the prevailing party in any action or proceeding to enforce these Terms and Conditions shall be entitled to costs and representation fees.
33.5 There shall be no waiver of the right to arbitration unless such waiver is affirmatively granted in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No act, including the filing of a dispute, shall be construed as a waiver or repudiation of the right to arbitration.
33.6 In the event of recourse to judicial proceedings, the Portuguese courts, and among them those of the district of Lisbon, shall have exclusive jurisdiction to settle any dispute arising out of this contract, with express waiver of any other.
33.7 Notwithstanding the limitation period contained in the applicable laws for bringing any relevant action or claim, the Parties mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of these Terms, except for claims involving intellectual property, claims for recovery of outstanding amounts due to us and claims for damages, may be brought by either party until one (1) year after the cause of action arises, after which time either party shall have no further claim against the other party.
34. Third Party Rights
34.1 Other than any entities within the Phi Wallet Holding, a person who is not a party to these Terms has no right to enforce part or all of these Terms.
35. Survival.
35.1 All provisions of these Terms which by their nature extend beyond the termination of these Terms shall survive their termination.
36. Disclaimer.
36.1 By pressing the "I agree" button or checkbox, I declare that I read each and every one of these clauses and it has been communicated to me in full, in an adequate manner and with the required advance notice, and that I have obtained full, effective and clarified knowledge of them, and I hereby accept each and every one of them. I further declare that I have previously accepted all the terms of the contract that I have entered into with the provider(s) of the Phi Wallet App Service to provide this service.