Terms & Conditions
Introduction
These Magent Card Terms and Conditions (“Terms”) govern your use of and access to the Services and the Magent Card (as respectively defined below). By using or accessing the Services and Magent Card and/or completing the sign-up process, you are entering into a binding agreement with Magent and shall be deemed to have read, understood and agree to be bound by these Terms. Please take the time to read and understand these Terms before using the Services so that you are aware of your legal rights and obligations.
Definitions
In these Terms:
“Affiliates” means an entity that directly or indirectly controls, is controlled by or is under the common control with Magent.
“Allocated Assets” means the amount of Supported Assets deposited from your Self-Custodial Wallet to the Spending Budget.
“AML/CTF” means anti-money laundering and counter-terrorist financing.
“App” means the mobile application software owned and released by Magent, and available for download for Android or Apple iOS, including all content and services made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof.
“Applicable Law(s)” means in any jurisdiction in which the Services are performed any and all applicable laws, regulations, statutes, statutory instruments, acts, orders, directives or administrative requirements in force from time to time issued by any applicable governmental agencies, regulatory authority, self-regulatory bodies, trade associations or industry bodies.
“ATM” means automated teller machines.
“BIN Sponsor” means the service provider which (i) offers card-as-a-service solutions to Magent and (ii) is the actual issuer of the Magent Card.
“Card Data” means the primary account number (PAN), expiration date and security code of a Magent Card.
“Card Issuance Services” means the card issuance services provided by a BIN Sponsor to Magent, which enable the issuance of the Magent Card by Magent under the Card Network.
“Card Limits” has the meaning ascribed to the term in Clause 4.2.
“Card Network” means the Visa payment network.
“Card Network Rules” means the bylaws, rules, regulations and guidelines issued by the Card Network.
“Card Transactions” means each transaction effected by using your Magent Card.
“Chargeback” means a dispute filed by Magent that is sent through the Card Network in accordance with the Card Network Rules relating to a Card Transaction.
“Converted Assets” has the meaning ascribed to the term in Clause 9.6(b).
“Dispute” means any dispute or controversy arising out of, relating to or in connection with the Terms, including any question regarding its exercise, validity, interpretation, performance, breach or termination, and any non-contractual disputes or claims.
“Enabled Device” means the mobile communications or other device successfully registered by you for use in connection with the App and Issuer Services;
“Fees” means all applicable fees imposed by us, BIN Sponsor and/or the Card Network in relation to the use of the Services, Magent Card and Spending Budget.
“Force Majeure Event” means an event beyond our reasonable control that materially impairs our ability to perform our obligations under the Terms and that could not have been prevented or mitigated by reasonable precautions, contingency planning, or commercially viable alternatives, including but not limited to, war, terrorism, civil unrest, governmental restrictions (such as quarantines or embargoes), natural disasters, epidemics, pandemics, internet or system failures, security breaches, cyberattacks, and power or communication disruptions.
“Fork” means a modification or divergence in the underlying protocol of a blockchain network, which may result in the creation of a separate, independent blockchain or a temporary divergence in the transaction history. A Fork may lead to the creation of new VAs, changes to consensus rules, or other alterations affecting the operation of the blockchain.
“Forked Network” means a blockchain network that has resulted from a Fork, operating independently or with modified consensus rules compared to the original blockchain. Transactions and VAs on a Forked Network may not be supported, recognized, or treated the same as those on the original network.
“HKIAC” means the Hong Kong International Arbitration Centre.
“Instructions” means all information, instructions, communications, orders or messages (including those relating to payments, transfers or other transactions), whether automated or not, referable to you.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights law, and all similar or equivalent rights or forms of protection, in any part of the world, in each case, for their full term and together with any renewals or extensions.
“KYC” means know-your-customer.
“KYT” means know-your-transactions.
“Liability” means any liability that arises, howsoever caused, whether as a result of a breach of contract, tort, negligence, breach of statutory duty or otherwise.
“Loss(es)” means any losses, liabilities, claims, suits, demands, damages, judgments, expenses (including, without limitation, reasonable attorneys’ fees and collection costs), orders of restitution, and penalties of a party, including, without limitation, any civil monetary penalties and Card Network fines and penalties.
“Magent” or “we/us/our” means Avocado Labs Operations Limited, the provider of the Magent Card, together with its Affiliates involved in providing the App and/or the Services.
“Magent Card” means the Magent card, being a virtual or physical card, which is provided to you by Magent.
“Marks” has the meaning ascribed to the term in Clause 11.
“Merchant” means a retailer, merchant or other supplier of goods and/or services which accepts payment by means of a card, card number, PIN or card and signature.
“Personal Data” means any information relating directly or indirectly to a living individual, from which it is practicable for the identity of the individual to be directly or indirectly ascertained that is collected, transmitted to or accessible through the Services.
“Personnel” means Magent’s employees, directors, officers, agents, contractors and/or representatives.
“PIN” means such code or number that is used by us for the purpose of identification when you access information, give any Instruction or conduct any Card Transaction using your Magent Card or when you access any other Services.
“Restricted Jurisdictions” means the countries or jurisdictions subject to prohibitions or restrictions on accessing or using the Services, or which entry into these Terms is unlawful or restricted in any way or requires licensing, registration or approval of any kind.
“Restricted Person” means a person who is: (a) listed on any Sanctions List; (b) located in or a resident of a country that is the target of country-wide Sanctions; or (c) otherwise a target of Sanctions.
“Sanctions” means any Applicable Laws imposing sanctions, restrictions, or prohibitions on financial transactions or other business dealings that are administered or enforced by the U.S. Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, or the U.S. Department of State and including designation as a “specially designated national” or blocked person), the United Nations Security Council, and all other relevant Hong Kong or Singapore or international sanctions authority, including any executive orders issued in relation to the imposition of sanctions.
“Self-Custodial Wallet” means the VA wallet provided by an independent wallet service provider, as selected by you, in respect of which you have ownership and control through holding the private key to the wallet and has full right, power and authority to manage the VAs therein, save as otherwise provided under these Terms.
“Services” means the App, Magent Card and all related features, services, content and applications (including those described in Clause 3.1) which Magent may make available to you from time to time.
“Settlement Amount” means, with respect to a Card Transaction, the aggregate of (i) the monetary value of the Card Transaction, (ii) any relevant Fees for the Card Transaction, and (iii) any buffer as may be applicable at Magent’s sole discretion at the time of the Card Transaction.
“Settlement Assets” has the meaning ascribed to the term in Clause 9.6(b).
“Site” means the website at https://magent.finance/.
“Spending Balance” means the total amount of Allocated Assets held in the Spending Budget that will be used to settle your Card Transactions, as may be increased or decreased according to these Terms.
“Spending Budget” means the on-chain digital repository that stores the VAs that you deposit from your Self-Custodial Wallet. For the avoidance of doubt, the Spending Budget may store any VAs on supported network(s), however, only the Allocated Assets are counted towards your Spending Balance.
“Supported Assets” means any Virtual Assets that are accepted and approved by Magent to be deposited to the Spending Budget and used for determining your Spending Balance, a list of which is available for reference on the App and which may be updated by Magent in its sole discretion from time to time.
“Taxes” means any taxes, duties or fees that incurred, required to be collected, paid or withheld for any reason in connection with your use of the Services under any Applicable Law.
“Third-Party Provider” means any third-party service provider, supplier, licensor, subcontractor, or partner that Magent engages to assist in the provision of the Services.
“Transaction History” means the transaction history and details of the Spending Budget and Magent Card.
“Virtual Assets” or “VAs” means any crypto assets or stablecoins that can be digitally traded, transferred or used for payment.
“you/your” means the individual who is the user of the Services and/or the Magent Card.
Onboarding
By signing up for the use of the Services and/or the Magent Card, you represent and warrant that:
you are at least eighteen (18) years of age, or the minimum age required under the relevant Applicable Laws to have the necessary legal capacity, right, power and authority to accept these Terms;
you have the full right, power and authority to agree to these Terms;
you are the authorised user of the Enabled Device;
you have read, understood and agreed to our Privacy Policy which is published here: https://magent.finance/privacy-policy;
you are not a resident or tax resident of, and do not otherwise have any relevant connection with, any Restricted Jurisdictions;
you are not a Restricted Person;
you do not currently hold a Magent Card (under any same or different name);
you are not impersonating any other person, operating under an alias or otherwise concealing your identity;
you will not use the Services and/or the Magent Card if any Applicable Laws in your country prohibit you from doing so in accordance with these Terms;
you will comply with these Terms, all Applicable Laws and Card Network Rules (if applicable) to which you are subject in connection with these Terms and your obligations hereunder, and will not engage in any other activities deemed inappropriate by us or which are in contravention of any Applicable Laws;
you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, to perform unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities), or in any manner that interferes with the normal operation of the Services;
you fully understand and accept the risks associated with using the Services;
you will not (and shall not, knowingly or otherwise, authorise, allow or assist any other party to) use the Services to (i) conduct electronic spamming; (ii) upload content that has viruses, malicious codes, immoral or illegal content; (iii) in any manner that would lead to the infringement of our intellectual property rights or those of any third-party; or (iv) in a way that could damage, disable, impair or compromise the App or the provision of the Services (or the systems or security of the App or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation Magent or its Affiliates;
you will not modify or adapt the whole or any part of the Services or combine or incorporate the Services into another programme or application, or disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Services or any components thereof; and
you understand that the promotion and/or distribution of the Services outside of Hong Kong may require a licence and that you confirm you are accessing and registering for the same on your own initiative without active promotion and/or solicitation from us and/or our Affiliates.
In addition to the above, you agree to provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Laws) from time to time.
You agree to cooperate with all requests made by us or any of our Third-Party Providers in connection with your Magent Card and your use of the Services, including to identify or authenticate your identity or validate your funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information and/or documents that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or wallets, or verifying your information against third party databases or through other sources.
We are entitled, in our sole discretion, to refuse your application for or to suspend, terminate or limit your use of the Services, and/or to change the eligibility criteria for registration at any time.
We may confidentially verify the information you provide us with or obtain information on you ourselves or through Third-Party Providers from secure databases. By agreeing to these Terms, you confirm that you consent to us or a Third-Party Provider carrying out such verifications on our behalf.
You must ensure any information provided to us, or any of our Third-Party Providers, is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. Failure to complete any step of the registration process may also result in your inability to use the Services.
The Services
The Services comprise the following services:
issuance of the Magent Card under the Card Issuance Services;
management of the Spending Budget, which allows you to store Allocated Assets therein as your Spending Balance; and
use of the Magent Card to: (i) purchase goods or services from Merchants which accept cards issued under the Card Network; (ii) withdraw cash through ATMs which accept cards issued under the Card Network, subject to availability and terms of such services; and (c) settle any other Card Transactions, in each case in accordance with these Terms and the Card Network Rules.
ATM Withdrawal Services.
You can use your Magent Card to withdraw cash from ATMs which accept the Magent Card ("Withdrawal Services"). You will need to follow the instructions on the ATMs to perform such withdrawals. These instructions may involve entering your Magent Card PIN. Any such withdrawals are subject to the Card Limits as may be prescribed by Magent or otherwise from time to time, and withdrawals which will result in the Card Limits being crossed will not be authorised.
Withdrawal Services will be subject to such Fees as may be prescribed and adjusted by Magent at its sole discretion from time to time. Please note that the ATM providers may charge you fees for withdrawals, which Magent has no control over or liability for.
We shall not be liable to you or any other person in respect of any Losses incurred as a result of, or otherwise in connection with, any withdrawal from the ATMs or any related VA or currency conversion.
We reserve the right, and without notice or liability to you, to: (a) update, change, remove, cancel, suspend or discontinue any aspect of, or restrict your access to, the Services at any time; (b) cease to support any VAs; or (c) decline, suspend, cancel, reverse, void or partially execute any Card Transaction. We do not guarantee that any specific content, component and/or feature will always be available on the Services.
Considerations When Using Our Services.
In using our Services, you acknowledge the following risks regarding VAs:
We do not provide financial, investment, legal, or any professional advice, and no content on the App or Site shall be construed as such. Any decision to hold, transmit, use, deal, or otherwise engage in transactions involving VAs is made solely at your own discretion and risk. We shall have no responsibility and shall not be liable to you for any Loss incurred in relation thereto, and you hereby waive any and all claims against us related to such Losses;
All transactions involving VAs carry inherent risks, including: (i) risk of irreversible loss due to the failure, insolvency or misconduct of issuers, managers and/or custodians of the relevant VAs; (ii) risks associated with the underlying blockchain networks and protocols, including potential security vulnerabilities, operational failures, or protocol changes; and (iii) risks that a transaction involving VAs may remain unconfirmed for an extended period of time or indefinitely, pending sufficient confirmation by the blockchain network;
The price and value of VAs are highly volatile and may fluctuate rapidly, increase, decrease unexpectedly, or potentially even fall to zero. Past performance is not an indicator of future performance, and you should not rely on historical price trends as a guarantee of future value;
We have no responsibility and is not obligated to notify you of any risks associated with VAs and blockchain networks. We have no control over, and makes no representations or warranties regarding: (i) the real or perceived value of the VAs as denominated in any quoted currency; or (ii) the security, integrity or ongoing operability of any blockchain networks or protocols;
The underlying protocols of the VAs’ networks are subject to Forks, which are exogenous to us and may result in the creation of one or more Forked Networks. A Fork may materially affect the value, function, and/or name, and may result in loss of control or ownership, of the VAs you hold.
We have sole discretion to determine whether to support a Forked Network and shall have no obligation to provide access to, or otherwise recognize, any new assets resulting from a Fork. We shall not be responsible for: (i) the operations, functionality, security or availability of any VA protocol or Forked Network; (ii) any delays, failures or disruptions in processing and completing your Transaction orders due to pending or unconfirmed VA transfers resulting from a Fork; and (iii) any decision to suspend, restrict or refuse to support the Forked Network or any affected VA. You acknowledge and accept the risks associated with Forks, including the potential for disruption, devaluation, and loss of VAs. We assume no liability for any losses or damages incurred due to a Fork or its consequences.
The Magent Card
As a registered user of the App, you may make a request to Magent for the issuance of a Magent Card to you. A Magent Card will be issued to you upon approval of such request by Magent. Activation of the Magent Card has to be completed through the App. Magent reserves the right to decline your request for issuance of a Magent Card, or to revoke at any time any Magent Card already issued for whatever reason.
The utilisation of the Magent Card, the maximum value of any single Card Transaction for which your Magent Card may be used, and the daily and monthly maximum aggregate values of Card Transactions, will be subject to limits set by Magent (collectively, “Card Limits”). The applicable Card Limits will be set out on the App. Magent may, in its sole discretion, apply different Card Limits to you specifically and may without notice to you increase or reduce any such applicable Card Limit from time to time. Card Transactions in excess of any applicable Card Limit will be rejected by Magent. You must not effect any transactions that exceed your Spending Balance and/or any Card Limit applicable to you. If any purchase or withdrawal made by you exceeds any such Card Limit and/or your Spending Balance, the transaction will be declined.
You acknowledge that each physical Magent Card is and remains at all times the property of Magent and you shall: (a) exercise all due care and diligence in the custody, care and use of the Magent Card; (b) not tamper or allow anyone to tamper, with the Magent Card; (c) not permit the Magent Card to be used in any unauthorised manner, including sharing the use of the Magent Card with another person; (d) not intentionally deface or damage the Magent Card; and (e) not affix, print or attach anything or matter onto the Magent Card or otherwise alter, remove or replace any notice, logo or design on the Magent Card.
Unless earlier terminated or cancelled, each Magent Card shall be valid for such period as may be determined by Magent and indicated on the body of the Magent Card. If you have used the Magent Card in the period of one month before its expiry date, we will send you an email to inform you that we will automatically renew the card, provided that Magent may charge a renewal fee as may be determined by Magent and as indicated on the App. You agree and acknowledge that such renewal fee may be debited directly from your Spending Balance or otherwise charged to you separately. These Terms will continue to apply to the new card. If you decide not to renew the existing Magent Card, please contact us via the App or by emailing us at support@magent.finance.
You are responsible for all Card Transactions incurred on your Magent Card. You shall not use your Magent Card in relation to any transaction or activity which is illegal or prohibited under Applicable Laws in the jurisdiction where such transaction or activity is effected or in your country of residence. You shall be liable for all Card Transactions whether or not executed with your knowledge or authority, regardless of how such transactions were effected, including without limitation where arising in connection with any negligence on your part. In this regard you acknowledge the risk of unauthorised Card Transactions being carried out and accept the risk of such unauthorised Card Transactions.
You shall keep the Card Data of your Magent Card strictly confidential and not share the Card Data with any persons other than as necessary to conduct a transaction. When sharing Card Data with Merchants, you will take all precautions to ensure the security and continued confidentiality of the Card Data. For the avoidance of doubt, providing Card Data in clear text over fax, email or other unencrypted or otherwise unprotected media is not considered to be secure. Neither us, nor our respective Affiliates, shall under any circumstances be liable to you for unauthorised transactions caused by your failure to keep the Card Data secure.
You shall promptly notify us at support@magent.finance or through the App without undue delay upon discovering: (a) any inappropriate or unauthorised disclosure of and/or use of your PIN and/or any of the Card Data; (b) any inappropriate or unauthorised access to and/or use of any of the Services effected using your PIN and/or any of your Card Data; and/or (c) that your physical Magent Card is lost or stolen, and you shall promptly take such steps as may be specified by us in relation to the foregoing matters (including to change your PIN).
Card Usage
The Magent Card is intended to function and operate as a credit card, hence usage thereof shall be dependent on and determined by your Spending Balance and the other Card Limits set by us.
The Magent Card is only accepted by Merchants participating in the Card Network. We will not authorise any Card Transaction for an amount larger than your Spending Balance or which otherwise exceeds any other Card Limit.
You can use your Magent Card to purchase goods and/or services from a Merchant either online or at a point of sale terminal that accepts the Magent Card. You will need to follow the instructions on the relevant website or point of sale machine to perform the Magent Card purchase. This may involve entering the details of your Magent Card (the card number, expiry date and CVC number) or your Magent Card PIN.
Chargeback
You shall contact us at support@magent.finance without undue delay in the event of any dispute regarding the validity of any Card Transaction or request for Chargeback no later than sixty (60) days after the transaction date in respect of a dispute to be reviewed and raised. We will assist you in resolution of the dispute or direct such request to the Merchant or Card Network for processing.
You will be required to comply with the Card Network Rules in relation to such dispute or Chargeback request, including furnishing a written explanation of the dispute or Chargeback request and/or a copy of the related sales transaction receipt and any other information and supporting documents that we and/or the Card Network may require.
We reserve the right to investigate any disputed transaction. In the event of any investigation by us or competent authority, you agree to provide assistance and cooperate by providing us with any additional information and/or documentation.
If evidence reasonably concludes that any disputed transaction is either a result of your wilful default, fraud or gross negligence, or in compliance with these Terms, you agree and authorise us to deduct the amount of the disputed transaction and any such associated charges and fees from your Spending Balance.
Any Fees imposed by us and/or the Card Network for the processing of such dispute or Chargeback request may be deducted from your Spending Balance or claimed from you and shall not be refundable for any reason whatsoever.
You hereby agree and accept that (a) we and/or Card Network may, but are not obliged to (whether under these Terms or otherwise) assist you with or process your dispute or Chargeback request; and (b) the decisions of us and/or Card Network on all matters relating to or in connection with such dispute or Chargeback request is final and conclusive and binding on you for all purposes unless otherwise provided in the Card Network Rules from time to time. You acknowledge and agree that the repayment of any amount previously charged to your Magent Card may be subject to the Card Network Rules from time to time.
In any event, you acknowledge and agree that we and the Card Network shall not be liable to you in respect of any matter relating to or arising out of such dispute or Chargeback request.
In the event that a Chargeback request is successfully resolved in your favour, the refunded amount will be reflected as a credit in Transaction History of your Magent Card. However, such amount will not be converted back into the Settlement Assets and/or credited to your Spending Balance, and cannot be withdrawn to your Self-Custodial Wallet.
The App
The App gives you interactive access to the Spending Budget and your Spending Balance. The functions of the App, which may change from time to time without notice to you, currently allow you to perform one or more of the following actions: (a) request for a Magent Card to be issued to you; (b) change the settings associated with your Magent Card; (c) view your Spending Balance and Transaction History of the Spending Budget; (d) request for a Magent Card and/or the Services to be disabled, enabled or blocked; and (e) deposit Supported Assets from your Self-Custodial Wallet to the Spending Budget.
Subject always to your continuing compliance with these Terms, we will grant to you a limited, non-transferable, non-exclusive licence to use the App insofar as owned by or licensed through us on your Enabled Device and only for your own purposes, on and subject to these Terms. All other rights not expressly granted to you are reserved. Some software components used in the App may be offered under an open source or other licence as we may notify to you, in which case your use of those components of the App shall be governed by those terms to the extent only of any inconsistency between these Terms and those terms.
You acknowledge and agree that your use of the Services is at all times subject to your compliance with these Terms and all other applicable terms.
Your Device
You acknowledge and agree that, in connection with your use of the App, you shall be responsible for the following, at your own cost: (a) obtaining all necessary hardware, software and communications services necessary for your use of the App in accordance with these Terms; (b) installing antivirus or other mobile security software on your Enabled Device to protect against any security or other vulnerabilities which may arise in connection with your use of the App in accordance with these Terms; and (c) installing updates and patches for the App and your Enabled Device in a prompt and timely manner.
Without prejudice to the foregoing and any other terms in these Terms, you shall be solely responsible and liable for any access to and use of the Services and the Magent Card through your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. We shall not be liable to you for any loss or damage resulting from such use.
Should you discover that your Enabled Device is lost or stolen or has been accessed or used in an unauthorised way, you shall notify us of the loss/theft or unauthorised access/use by contacting us at support@magent.finance. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.
The Spending Budget And Spending Balance
Where you are using a Self-Custodial Wallet in connection with the Services, you acknowledge and agree that we have no control over, or access to, your Self-Custodial Wallet or the Virtual Assets therein, save as provided under these Terms. You further acknowledge and accept that in no event are we responsible for the security and management of your Self-Custodial Wallet and the Virtual Assets therein. You may from time to time designate VAs of such amount determined in your sole discretion in your Self-Custodial Wallet to be deposited in the Spending Budget. However, only Supported Assets that have been deposited will be treated as Allocated Assets for the purposes of determining your Spending Balance and securing payments for your future Card Transactions. You agree and authorise us to, upon making a Card Transaction, deduct Allocated Assets from your Spending Balance to settle the Settlement Amount in accordance with these Terms.
The Spending Budget does not provide any debit card function, is not supported by a bank account and does not in any way connect to or constitute a savings account or a checking account. No interest will be paid for Allocated Assets in the Spending Budget. The Spending Budget is not a deposit account and the Allocated Assets therein are not qualified for protection by the Deposit Protection Scheme as referred to in the Deposit Protection Scheme Ordinance (Cap. 581).
You acknowledge and agree that:
we have the sole discretion to improve the functionalities of, modify or make necessary arrangements in relation to the Spending Budget for purposes of complying with Applicable Law or otherwise in our sole discretion;
we are not acting as a trustee, fiduciary or escrow agent with respect to the Allocated Assets stored in the Spending Budget;
you authorize us to temporarily freeze Allocated Assets in the Spending Budget from time to time to secure payments for your future Card Transactions. Once the Allocated Assets are frozen in the Spending Budget, they cannot be utilised for any other transactions or purposes; and
upon the occurrence of a Card Transaction or other transactions under the Services, such amount of the Allocated Assets equivalent to the Settlement Amount will be automatically frozen, and subsequently deducted from the Spending Budget for the settlement of the relevant Card Transactions or other transactions under the Services, as further described in Clause 9.6(b) below.
Deposits to the Spending Budget.
To deposit Virtual Assets from your Self-Custodial Wallet to the Spending Budget, you must adhere to the instructions provided on the App. The Spending Budget may receive any VAs on supported networks as deposits; however, only Supported Assets are recognised as Allocated Assets and will be used to determine the Spending Balance or to settle Card Transactions. Deposited VAs that are not Supported Assets will not be considered Allocated Assets and will not be used for the settlement of any Card Transactions. You are responsible for ensuring that the correct wallet address is entered when you effect a deposit, and only VAs on supported networks are deposited to the Spending Budget. Any attempt to transfer VAs on an unsupported network or to an incorrect wallet address may result in the irreversible loss of such VAs. We shall bear no liability for any such losses.
Magent has the right to conduct thorough KYC, KYT and AML/CTF checks and other due diligence checks on all assets and transactions associated with the Spending Budget. You are required to provide accurate and complete information and documentation upon request by us or any of our Third-Party Providers to facilitate these checks. We may refuse to accept a deposit of Virtual Assets to the Spending Budget at our sole discretion, in the event of any concerns regarding the legality or authenticity of the assets, or if the KYC, KYT, or AML/CTF checks or the due diligence checks on the assets are not satisfactorily completed. A deposit of VAs to the Spending Budget is only deemed to be confirmed when the Spending Budget as reflected in the App has been updated to reflect such deposit.
You hereby represent and warrant that all Allocated Assets deposited into the Spending Budget are legally and beneficially owned by you, and are not subject to any liens, encumbrances or legal disputes, and are not derived from, nor connected with, any unlawful activities.
If, at any point, we deem it necessary to freeze a portion, or all of, the Allocated Assets in the Spending Budget in accordance with these Terms, you will be restricted from accessing or transacting with the affected assets until the freeze is lifted.
You acknowledge and accept that we are obligated to report any suspicious activities or transactions to the relevant regulatory authorities, and you agree to fully cooperate with us and the relevant regulatory authorities in any resulting investigations.
Withdrawals from the Spending Budget.
You may at any time withdraw VAs in the Spending Budget back to your Self-Custodial Wallet to the extent they are not frozen or otherwise subject to any restriction on withdrawal in accordance with these Terms. Any such withdrawal shall be effected in accordance with such instructions and procedures as may be prescribed by these Terms or as may be set out on the App.
You are responsible for ensuring the accuracy of the destination wallet address. We shall not be liable to you in respect of any Losses incurred as a result of any inaccurate, incomplete or incompatible withdrawal addresses.
You will be responsible for any network fees or other charges applicable to any withdrawal of VAs from the Spending Budget. Such fees or charges will be deducted directly from the amount of VAs you withdraw at the time of such withdrawal or your Self-Custodial Wallet (as the case may be).
We reserve the right, in our sole and absolute discretion, to delay, restrict or decline any withdrawal request for any reason whatsoever, including without limitation, for compliance of Applicable Laws.
Withdrawals from the Spending Budget will be subject to such applicable withdrawal limits as may be set by us from time to time at our sole discretion.
Spending Balance and Settlement of Card Transactions.
Your Spending Balance may be subject to minimum or maximum limits set by us, as detailed on the App. These limits may be adjusted at our sole discretion.
When a Card Transaction is made, you authorise us to deduct the relevant amount of Allocated Assets from your Spending Balance (“Settlement Assets”) with an amount equivalent to the Settlement Amount in respect of the relevant Card Transaction and convert it into the relevant fiat currency (“Converted Assets”), with reference to the prevailing market exchange rate between the Settlement Assets and the relevant Converted Assets at the time of such conversion as may be applied at the discretion of Magent, and to apply the relevant Converted Assets for the settlement of such Card Transaction.
We expressly reserve the right to manage the Allocated Assets in the Spending Budget for the purposes of the final settlement of any Card Transactions, which may include freezing the Allocated Assets, converting them into any relevant fiat currency or imposing limits on the amounts that can be frozen or converted, to ensure compliance with these Terms and facilitate the settlement of your Card Transactions.
Deductions from your Spending Balance or conversions of your Allocated Assets in the Spending Budget into fiat currencies may incur fees, including but not limited to, transaction fees, third-party service fees and network fees, any potential foreign exchange variations, customary industry-type variances and other applicable charges. You also authorise us to deduct from the Spending Budget such fees or expenses associated with any regulatory or risk management action taken by us at its sole discretion in compliance with Applicable Laws.
We will provide notification through the App of any action taken on the Spending Budget, including details of the amount of Settlement Assets, Converted Assets and the exchange rate applied.
You accept sole responsibility for any consequences arising from the deduction or conversion of the Allocated Assets in the Spending Budget by us or otherwise, and acknowledge that we will not be responsible for any Losses incurred as a result of these actions.
Fees And Taxes
Your use of the Services, Magent Card and Spending Budget may be subject to certain Fees, which will, if applicable, be debited from your Spending Balance or deducted at the settlement of your Card Transactions. Should your Spending Balance be insufficient, you undertake to effect payment of any outstanding Fees, Card Transaction amounts, over-cleared funds, or any other amounts owed to us by depositing Supported Assets to the Spending Budget immediately upon request, failing which we reserve the right to suspend your use of the Services, Magent Card and Spending Budget until all outstanding amounts have been settled. You acknowledge and agree that we reserve the right to take all necessary steps, including legal action, to recover any such outstanding amounts owed to us.
The list of applicable Fees is set out in the App. We may in our sole discretion update the list with amended or additional fees from time to time. All Fees paid shall be irrevocable and non-refundable. All applicable Fees listed on the App are exclusive of any applicable Taxes and the actual Fee charged will be increased to account for any such applicable Taxes.
You are solely responsible for determining, assessing, reporting and remitting all applicable Taxes imposed by any tax authority in connection with your use of the Services and/or the Magent Card. We shall not be responsible for determining whether any Taxes apply, or for calculating, reporting or remitting any such Taxes on behalf of you.
Intellectual Property
You acknowledge and agree that: (a) Magent’s, its Affiliates’ or third party licensors’ trademarks and logos, and any other logos, service marks, product names and other proprietary indicia used in the App and Site are the property of Magent or its Affiliates (collectively, “Marks”); (b) the intellectual property rights in and to the Services are either owned by us or licensed to us by third party licensors; (c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Marks, the App, Site or the Services; (d) no part or parts of the App or Site may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.
Data Protecion
By using the Services, you confirm that you have read and understood our Privacy Policy and consent to us collecting, using, disclosing and sharing amongst ourselves your Personal Data and disclosing such Personal Data to our Third-Party Providers and other relevant third parties for purposes reasonably required by us to facilitate and administer your use of the Services. These purposes are set out in greater detail in our Privacy Policy, which is accessible at: https://magent.finance/privacy-policy.
Electronic Communications
You shall accept full responsibility for the security and authenticity of all Instructions sent via the App and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Device via the App is yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.
You are aware that Instructions and information transmitted via the App are generally transmitted via the internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept these associated risks.
Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt. In addition, any Instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.
Without prejudice to any of the terms in these Terms, that you shall be liable for any damage that may be caused through the use of the internet – i.e. through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.
You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services and/or of you (including Transaction History) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under Applicable Laws.
Limitation Of Services; Termination
We may at any time, without notice and in its sole and absolute discretion, terminate, suspend or limit your use, or the functionality, of the Services (including freezing, closing, or restricting withdrawals from, the Spending Budget, refusing to process any Card Transactions, or reversing any Card Transaction that you have effected), including: (a) upon reasonable suspicion that you may be in breach of these Terms, or other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) upon reasonable suspicion that a Card Transaction is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) as may be informed by our internal risk monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; (e) in the event you become insolvent or any of your assets are subject to insolvency proceedings (including where there is any assignment, arrangement or composition with or for the benefit of creditors); (e) upon reasonable suspicion that you acted fraudulently or dishonestly; (f) you breach any Applicable Laws; (g) any of your Allocated Assets are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis; (h) you are convicted of a tax or other crime in any jurisdiction; (i) we, in our discretion, consider that any Service is being used in an unlawful, irregular or improper manner; or (j) anything occurs which, in our reasonable opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms.
Your obligations under these Terms will continue and we shall remain to be entitled to debit your Spending Balance for any amount and charges incurred in or related to Card Transactions that are carried out before or after the termination of your Magent Card and you shall continue to remain liable to us for such amounts and charges until they are paid in full.
You shall not be entitled to any payment, compensation or damages from us in relation to any suspension or termination of your use of the Services, the Magent Card and/or the Spending Budget for any reason whatsoever. Any suspension or termination of your use of the Services, the Magent Card and/or the Spending Budget for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such suspension or termination, has already accrued.
Our rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which we may have (whether under these Terms, at law, in equity or otherwise).
You may request for the termination of your Magent Card and Spending Budget at anytime ("User Termination"), by submitting a request to us via the App or by emailing us at support@magent.finance. In order to process your request for a User Termination, we may ask you to provide your photograph identification documents and other details for identification purposes to enable us to comply with Applicable Laws.
Upon termination of your Magent Card and/or Spending Budget by us or a User Termination, if there are VAs remaining in the Spending Budget, you must withdraw such VAs within a prescribed timeframe as notified to you. Failure to withdraw within the prescribed timeframe may result in the remaining VAs in the Spending Budget being forfeited. You will be responsible for any network fees or other charges applicable to such withdrawals, which will be deducted directly from the amount of VAs you withdraw at the time of such withdrawal.
We may, subject to Applicable Laws, delay, deny, or reduce the amount eligible for withdrawal if necessary to ensure that the withdrawal does not result in a negative Spending Balance and to account for the settlement of any outstanding Card Transactions, chargebacks or other fees. Your remaining Spending Balance may only be withdrawn to your Self-Custodial Wallet.
Where your Magent Card and/or Spending Budget is terminated by us pursuant to Clause 14.1, we reserve the right, in our sole and absolute discretion, to restrict or refuse any withdrawal of, or to permanently withhold any remaining VAs in your Spending Budget if we reasonably suspect that such assets are derived from or connected to any unlawful, illegal or fraudulent activities, or where required to comply with Applicable Laws.
Limitation Of Liability
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THESE TERMS. OUR LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED, AT ITS OPTION, TO ANY ONE OF RE-SUPPLYING, REPLACING OR REPAIRING, OR PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING, OR PAYING THE COST OF SUPPLYING AGAIN THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED.
NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES OR ANY OF OUR RESPECTIVE PERSONNEL BE LIABLE TO YOU: (a) FOR ANY LOSSES OR DAMAGE OR CLAIMS (I) DUE TO A FORCE MAJEURE EVENT AND THE CONSEQEUNCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED; (ii) ARISING FROM OR IN CONNECTION WITH: (A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE APP OR SERVICES; (B) ANY REJECTION OF THE MAGENT CARD; (C) ANY REFUSAL TO PROCESS OR AUTHORISE ANY CARD TRANSACTION FOR ANY REASON; (D) YOUR INABILITY TO EFFECT OR COMPLETE ANY CARD TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE APP, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (E) USE OF YOUR ENABLED DEVICE AND THE SERVICES BY THIRD PARTIES, WHETHER AUTHORIZED OR UNAUTHORIZED BY YOU; (F) ANY THEFT OR LOSS OF YOUR ENABLED DEVICE; (iii) CAUSED BY US DUE TO COMPLIANCE WITH APPLICABLE LAWS, COURT ORDERS, AND/OR CARD NETWORK RULES; AND (b) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In any case, our total liability arising out of or in connection with the provision of any Service under these Terms shall be limited to the Spending Budget as of the date your claim arises.
We shall not be liable for fault on the part of any Third-Party Providers instructed by us. In such cases, our liability shall be limited to using reasonable care in the selection, appointment and instruction of such Third-Party Providers (but not of any sub-contractor or other third party such Third-Party Provider may use).
Nothing in the Terms shall limit or exclude any liability for fraud or for death or personal injury resulting from negligence.
Indemnification
You agree to defend, indemnify and hold harmless Magent, its Third-Party Providers, and their respective Personnel from and against all Losses incurred or suffered in connection with or arising from (i) your breach of these Terms; (ii) your use of the App, the Magent Card and/or the Services; (iii) your violation of Applicable Laws, or the rights of any third party; and (iv) any transactions resulted from your wilful default, fraud, gross negligence, or breach of these Terms.
General
Feedback or Complaints. If you have any feedback, questions or complaints, please contact us via email at support@magent.finance or through the App.
Notices. All notices or communications provided under the Terms shall be in writing in English and if: (a) given to Magent, it must be delivered by email to support@magent.finance; and (b) given to you, it may be delivered by email to the email address provided by you, or by posting on the App.
Amendment. We have the right to amend or update the Terms at our sole discretion at any time. We will provide notice of any amendments by posting the updated Terms on the App or through other means as reasonably determined by us. Such updated Terms will take effect immediately upon posting on the App and/or otherwise notified to you. In addition, we may at any time change, add or remove any feature or functionality of the Services without prior notice. By continuing to use the App, Services and/or the Magent Card after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated App. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the App, Services and/or the Magent Card immediately.
Third Party Rights. Other than Magent, its Affiliates and their respective Personnel, a person who is not a party in these Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) (as may be amended and substituted from time to time) to enforce any provision of these Terms.
Entire Agreement. These Terms constitute the entire agreement and understanding between us with respect to the Services, and supersede all prior and contemporaneous agreements, proposals and representations. Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
Assignment and Subcontracting. These Terms, and any rights and licences granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any of our Affiliates, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.
Waiver. These Terms shall not be waived in whole or in part except where agreed by all parties in writing. The delay of enforcement or the non-enforcement of any provision of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in 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.
Severability. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
Governing Law and Dispute Resolution. The Terms shall be governed by and interpreted in accordance with the laws of Hong Kong, without regard to any applicable conflict of law provisions. The parties shall negotiate in good faith to seek an amicable resolution to any Disputes. If the parties are unable to reach a resolution within thirty (30) days from the date the aggrieved party notifies the other party of the Dispute, the Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1), to be appointed by agreement between the Parties. The arbitration proceedings shall be conducted in English. Any awards or decisions rendered shall be final and binding upon the Parties.