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Gemini Payments UK User Agreement

Last updated: February 23, 2023

Welcome to Gemini!

Welcome! Thanks for visiting Gemini. 
This user agreement (“User Agreement”) is a contract between you and Gemini Payments UK, Ltd (company number 11497305) and applies to your use of the Gemini electronic money account and related payment services as set out in this User Agreement.  
Before registering for an electronic money account with Gemini Payments UK, Ltd and accessing or using any of our services, you must read, agree and accept all of the terms and conditions contained in this User Agreement and in the Privacy Policy. You should therefore read this User Agreement carefully and make sure you understand the terms and conditions contained within it. If you do not understand any of the terms and conditions contained in this User Agreement, please contact us before registering for an electronic money account with Gemini Payments UK, Ltd and accessing or using our services.

About Us

Gemini Payments UK, Ltd (company number 11497305), is an electronic money institution authorised and regulated by the FCA in the United Kingdom under the Electronic Money Regulations 2011 (as amended) (the "EMRs"), with firm reference number 900988. Gemini Payments UK, Ltd issues electronic money and provides related payment services. These are regulated activities in the United Kingdom.
Gemini Intergalactic UK, Ltd (company number 12471710), is an affiliate of Gemini Payments UK, Ltd and provides cryptoasset exchange and custody services. These are unregulated activities in the United Kingdom. In accordance with the Fifth Anti-Money Laundering Directive (“5MLD”), Gemini Intergalactic UK, Ltd is registered with the FCA as a cryptoasset business and complies with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended (the “MLRs”) with firm reference number 921817.
Cryptoasset exchange, clearing and custody services provided by Gemini Intergalactic UK, Ltd will not attract the same regulatory protections as services provided by Gemini Payments UK, Ltd pursuant to this User Agreement. In particular, you will have no recourse to the Financial Ombudsman Service (FOS) in the event of a complaint relating to Gemini Intergalactic UK, Ltd nor to the Financial Services Compensation Scheme (FSCS) if Gemini Intergalactic UK, Ltd fails. Please also see ‘Funding Purchases of Cryptoassets’ for additional information.

Definitions

Where words are used with capital letters in this User Agreement, they have the following meaning:
"Account" means the electronic money account you open with us through the Website and/or Mobile Application which is to be operated and used by you in accordance with this User Agreement.
"Balance" means the value of funds available in your Account to use in accordance with this User Agreement.
"Business Day" means any day other than a Saturday or a Sunday or a public or bank holiday in England.
“Cryptoasset” means a cryptoasset (also called a "cryptocurrency," "virtual currency," "digital currency," or "virtual commodity"), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
"Customer Support" means our customer service, which you can reach at our Help Center.
"EEA" means the European Economic Area.
"E-Money Services" means your Account and related payment services.
"FCA" means the Financial Conduct Authority of the United Kingdom whose address is 12 Endeavour Square, London E20 1JN, United Kingdom; further information on the FCA can be obtained on the FCA's website at www.fca.org.uk. 
"Financial Ombudsman Service" means the services provided by the United Kingdom Financial Ombudsman Service, details of which can be found at www.financial-ombudsman.org.uk and who can be contacted at The Financial Ombudsman Service, Exchange Tower, London E14 9SR, United Kingdom.
"Gemini" means Gemini Payments UK, Ltd (company number 11497305) whose registered office is Suite 1, 3rd Floor 11-12 St. James's Square, London, United Kingdom SW1Y 4LB.
"Mobile Application" means Gemini’s mobile application which is available for download free of charge from Apple's App Store and Google Play Store.
"Payment Method" means bank transfer and payment instruments including, but not limited to, credit and debit cards.
"Prevailing Market Price" means the price of a Cryptoasset calculated using the trailing 24-hour U.S. dollar denominated volume weighted average price calculated as of 4:00 pm ET by Gemini Intergalactic UK, Ltd.
"Privacy Policy" means Gemini's policy governing the processing of personal data which is available on the Website and Mobile Application, as may be amended from time to time. 
"Third-Party Provider" and "TPP" means an appropriately authorised or registered account information service provider ("AISP"), payment initiation service provider ("PISP") or card-based payment instrument issuer ("CBPII"), as those terms are defined in the Payment Services Regulations 2017 ("PSRs").
"User Agreement" means this User Agreement, published on the Website and Mobile Application and as may be amended from time to time. 
"We", "us", "our" means Gemini and any or all of its affiliates. 
"Website" means the website available at www.gemini.com.
"You", "your" means you, the natural person in whose name the Account is opened and maintained.

Communication

This User Agreement is provided to you and concluded in English. You agree that we may communicate with you in the English language or, where required under applicable law, in the language of the country in which you are domiciled.
Please keep a copy of this User Agreement for your records. You can view an up-to-date copy of this User Agreement at any time on the Website and Mobile Application. You can also ask us at any time for a pdf copy of this User Agreement by contacting Customer Support.
You can contact us through Customer Support. 
If we contact you in relation to this User Agreement, your Account or our services, we will use the most recent contact details you have provided to us. You must keep your personal details up to date on your Account.
We will usually contact you via email. For this purpose you must at all times maintain at least one valid email address in your Account profile. You are required to check for incoming messages regularly and frequently. Emails may contain links to further information on our Website or Mobile Application. 
Any communication or notice sent by email will be deemed received by you on the same day if it is received in your email inbox before 4:30pm on a Business Day. If it is received in your email inbox after 4:30pm on a Business Day or at any other time, it will be deemed received on the next Business Day. If we send an email to the email address on record for your Account, you agree and understand that this constitutes written notice ("Written Notice") from us to you. If you email support@gemini.com, this constitutes Written Notice from you to us.
Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without an attachment) or send you a notification pointing you to information on our website in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. We recommend that you keep copies of all communications we send or make available to you. 
In order to view emails you need a computer with email software that can display emails in HTML format. We may also send you attachments in Portable Document Format (“PDF”) for which you need Adobe's Acrobat Reader, which can be downloaded for free at the Adobe website.
We will never send you emails with executable files attached or with links to any executable files. If you receive any email with such attachments, you should delete the message without clicking on the attachment. If you are unsure whether a communication is originating from us, please contact Customer Support. 
Apart from communicating via email, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may also communicate with you via SMS. Any communication or notice sent by post will be deemed received three days from the date of posting for United Kingdom post or within five days of posting for international post. Any communication or notice sent by SMS will be deemed received the same day.

Your Gemini Account

Your Account is an electronic money account which enables you to send and receive electronic payments in accordance with this User Agreement.
You may have one or more Accounts each corresponding to a different fiat currency that Gemini makes available from time to time.
Subject to applicable provisions of this User Agreement, the electronic money held on your Account does not expire but it will not earn any interest.
You have the right to withdraw funds from your Account at any time. However, you may be required to confirm your identity beforehand. There is no minimum withdrawal amount. You can choose the method of withdrawal when submitting your withdrawal request. Further provisions in respect of withdrawal of funds can be found in the ‘Withdrawing Funds’ section.
Electronic money accounts are not bank accounts. By accepting this User Agreement you acknowledge that the United Kingdom's FSCS does not apply to your Account. 
As an electronic money institution, we are required to ensure that funds held in your Account are appropriately "safeguarded". This means that funds received by us corresponding to electronic money held in your Account will be held in one or more segregated bank accounts separately from our own funds in accordance with the EMRs. In the event of our insolvency, these funds will form an asset pool which is separate from our insolvent estate and an administrator will be entitled to reimburse you from this pool (in priority to other creditors). 
The electronic money held on an Account belongs to the person or legal entity which is registered as the Account holder. No person other than the Account holder has any rights in relation to the funds held in an Account. You may not assign or transfer your Account to a third party or otherwise grant any third party a legal or equitable interest over it.
Account Registration
In order to use our services you must first open an Account by registering your details on our Website or Mobile Application. As part of the registration process you will need to accept this User Agreement and our Privacy Policy and you must have legal capacity to accept the same. If you order additional services, you may be asked to accept additional terms and conditions. 
You must be 18 years or older to open an Account and use our services. By opening an Account you declare that you are 18 years or older. This does not apply to products for which we set a different age limit. We may require at any time that you provide evidence of your age.
You may only open one Account unless we explicitly approve the opening of additional Accounts. 
You may only open an Account if you are a resident of a jurisdiction in which Gemini may conduct business. By opening an Account you represent and warrant to us that your opening of an Account does not violate any laws or regulations applicable to you. 
You may not open an Account if you are residing in certain jurisdictions. We may in our sole discretion decide to discontinue and restrict our services in other jurisdictions at any time and without prior notice.
During the registration process, you will be required to:
  1. provide personal details and supporting documents (including your full name, residential address and postcode, mobile number, email address, date of birth, and certain forms of identification), and other evidence we may ask you to provide, so that we may verify your identity;
  2. use your email address as your username when setting up your Account; 
  3. choose a password that meets our minimum security requirements;
  4. enter a two-factor authentication code sent by Gemini to your mobile device;
  5. validate your email address; and
  6. read and accept this User Agreement and the Privacy Policy. 
All information you provide during the Account registration process or at any time after must be true, accurate and up to date. Once we have received and approved your application, we will send a confirmation to your email address.
If you are not a consumer, a micro-enterprise or a charity as defined in the PSRs, you agree that we are not required to provide you with any of the information under, or to comply in any other respect with, Part 6 of the PSRs and that we are not required to comply with any of the regulations referred to in regulations 63(5), 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 of the PSRs.
Account Management
Subject to satisfactory completion of the application process set out in the ‘Account Registration’ section above, you can begin managing your Account and using our E-Money Services through the Website and/or the Mobile Application. 
You must ensure that the information recorded in your Account is true, accurate and up to date at all times and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.
Account Access
You are only permitted to access your Account using your Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your Account safe and secure. As a result, you are required to use at least two forms of authentication when accessing your Account and performing certain operations in your Account. 
Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through SMS or a specified and supported two-factor authentication (“2FA”) application. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you.
You agree that your Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your Account login credentials and any other required forms of authentication, including your application programming interface (API) keys, confidential and separate from each other, as well as separate from any other information or documents relating to your Account. 
You agree and understand that you are solely responsible (and you will not hold us responsible) for managing, monitoring and maintaining the security of your login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorised access to or use of your Account.
If you notice any unauthorised or suspicious activity in your Account, please email support@gemini.com or fraud@gemini.comgemini.com and notify us immediately.
Account Security
You must protect your Account and keep your Account details and security credentials (together “Security Details”) safe and confidential at all times. You must not disclose your Security Details, or allow them to be used by anyone else. It is advisable to change your password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Account. 
We recommend that you do not:
  1. choose Security Details that can be easily guessed by someone else;
  2. log-in to a device if you are not in full control of it or if it is not in your possession;
  3. leave any device from which you have logged in to your Account unattended;
  4. stay logged in to your Account when you are not accessing our services; or
  5. write your Account log-in details down in a place where they may be easily discovered and/or without disguising them well.
If you know or suspect your Security Details have been lost, stolen, misappropriated, used without authorisation, or otherwise compromised, you are advised to change them immediately. You must also tell us without undue delay by contacting Customer Support on becoming aware of any loss, theft, misappropriation or unauthorised use of your Account and Security Details.
If we need to tell you that there has been (or we suspect there has been) fraudulent activity on your Account or that the security of your Account may be at risk, we will use the quickest and most secure way of contacting you. 
We recommend that you check your Balance and transaction history on a regular basis to identify any potential unauthorised use of your Account and to check for transactions which you do not recognise. 
If you think a transaction that was not authorised by you has been processed or that a transaction has been incorrectly executed, you must tell us immediately by contacting Customer Support so your Account can be blocked from further use. Further details on incorrect and unauthorised payments are set out in ‘Unauthorised Payments’ section.
Account Suspension
We may at any time suspend your Account without notice if:
  1. you breach any condition of this User Agreement or any other condition applicable to specific services covered by separate terms and conditions;
  2. you violate or we have reason to believe that you are in violation of any laws or regulations applicable to you or your use of the Account and/or our services;
  3. we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorist financing or other criminal activity;
  4. we are required to do so by law or by a regulator, or we need to do so to comply with our legal or regulatory obligations; or
  5. we reasonably suspect that an unauthorised or fraudulent use of your Account has occurred, or that any of its security features have been compromised.
We will notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension, unless we are prohibited by law from notifying you.
We will lift the suspension as soon as practicable after the reasons for stopping its use cease to exist and will inform you by phone or email when access to your Account is no longer suspended.
Account Closure
You may close your Account at any time by contacting Customer Support. 
If your Account holds a Balance at the time of its closure, we will ask you to withdraw your funds within a reasonable period of time, during which time your Account will be accessible for the purpose of withdrawing the remaining Balance only. After the expiry of this period you will not be able to access your Account but you may withdraw any remaining funds by contacting Customer Support and requesting that the funds are sent to you in a manner that is reasonably acceptable for us. 
If you want to access your transaction history after the closure of your Account, you will need to contact Customer Support and request the information. 
You may withdraw your funds and access your transaction history for a period of six years from the date of closure of your Account, but we suggest that you withdraw your remaining funds as soon as possible as they will not earn any interest while in your Account. We may refuse a withdrawal request if it is made more than six (6) years after the date of termination of this User Agreement, and any electronic money held by us after this time shall cease to be held by us for you and shall instead become our funds. 
We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Account.
This User Agreement terminates automatically on closure of your Account.

E-Money Services

Balance
The Balance in your Account represents the amount of electronic money available for paying out from your Account, subject to the terms of this User Agreement. If you hold a Balance you will not receive interest or any other earnings on the Balance because European law forbids us from paying interest on electronic money or awarding any other benefit related to the length of time during which you hold electronic money. 
You are not required to keep a Balance at all times, but if you use your Account to send a payment you need to have sufficient Balance in your Account to cover the amount of the payment. 
You can obtain a Balance on your Account by:
  1. uploading funds; or
  2. receiving a transfer from another Gemini Account holder.
Further details on each of these methods for obtaining a Balance are set out below. 
You will be able to view your Balance through your Account. We recommend that you check your Balance on a regular basis to identify any potential unauthorised use of your Account. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Support. Please note that we will not provide you with a refund in accordance with the terms of this User Agreement if you fail to bring an unauthorised payment or incorrectly executed transaction to our attention without undue delay and in any case within thirteen (13) months of the date of the transaction, unless we have failed to send you the information relating to the transaction that we should have sent to you.
We will credit any funds received from you, or for you by way of transfer from another Gemini Account holder, to your Account. If you receive funds into your Account, we will send you a notification email and display the payment in your transactions history, together with the date of receipt (the credit value date) and, where applicable, any exchange rate used. Each transaction is given a unique transaction ID and shown in the transaction history.
You should be aware that receipt of funds to your Account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment if you or your bank or payment service provider has charged back or otherwise reversed (or is reasonably likely to chargeback or otherwise reverse) an upload or other payment which was used to fund the payment to your Account. 
Uploading Funds
You can upload funds by visiting our Website or Mobile Application, logging into your Account and following the relevant upload instructions. You may be presented with a number of different upload methods, depending on which Payment Methods you have added to your Account and which Payment Methods are available to you. 
Upload methods are payment services provided by third party financial institutions (for example, the issuer of the payment card you use to upload funds or third party direct banking service providers) and are not part of our service. We do not guarantee the use of any particular upload method made available, and may make changes to or discontinue the acceptance of any particular upload method at any time and without notice. Notwithstanding anything in this User Agreement, we shall not be responsible for the upload payment until the uploaded funds are received by us. 
You may be asked to answer security questions or to complete other activities that we or the payment service provider you use to upload funds to your Account may reasonably require to ensure proper authorisation of an upload transaction. 
If you choose to upload funds using a Payment Method that may be subject to a right to claim funds back (a “Chargeback”) such as (but not limited to) credit or debit card or direct debit, you declare that you will not exercise such Chargeback other than for unauthorised use of the Payment Method or for a breach by us of this User Agreement which would result in you having a right to a refund of the uploaded amount. Otherwise, you may not Chargeback any upload transaction or allow Chargeback of any upload transactions for reasons for which we are not responsible including (but not limited to) insufficient Balance on the Payment Method account. 
If a Chargeback or reversal of an upload transaction results in a negative Balance in your Account you will be required to repay such negative Balance by uploading sufficient funds into your Account. Failure to do so is a breach of this User Agreement. Repayment of the negative Balance is due immediately without notice. We reserve the right, at any time, to send you reminders or to take other debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. 
Uploaded funds will be credited to your Account after the funds have been received by us. Some upload transactions, such as those by credit or debit card, or direct debit will be credited to your Account immediately, but are subject to reversal if the actual funds do not reach us within a reasonable time, in which case we will deduct such reversed transaction from the Balance of your Account. If the Balance of your Account is insufficient, we reserve the right to require repayment from you. 
For the purpose of an upload transaction through a Payment Method, we are an electronic money institution and will issue electronic money in exchange for the uploaded funds. We will not be acting as a payment service provider when receiving such funds. 
You must not make an upload through a Payment Method if you are not the named holder of that Payment Method. We take any violation of this requirement very seriously and will treat any attempt to use a Payment Method of which you are not the named holder as a fraudulent act.
Uploads may be subject to upload limits due to security and legal requirements. These limits are set dynamically depending on your verification status and the upload method you want to use. You should be aware that depending on your verification status your upload limits may be higher than your withdrawal or transfer limits. These limits will be displayed to you prior to uploading funds. 
Sending Payments
When sending a payment you will be asked to provide us with the requisite details that you will be prompted to give which will include the unique identifier in accordance with which we will execute your payment.
To send a payment you are required to authorise the payment with your login details and password. We may also ask you additional security questions relating to you or your Account. 
A payment will be deemed to have been authorised by you if the relevant instruction has been given:
  1. in accordance with this User Agreement and any applicable security procedures;
  2. pursuant to any specific arrangements agreed with you and governed by separate terms and conditions; or
  3. through a TPP. 
Every recipient of a payment you wish to send through us must have an email address or other valid means of identification as determined by Gemini from time to time. When you are asked to provide details of the recipient's email address or other means of identification, where applicable, you must take great care to properly type the exact details of who you wish to send money to. We use those details as the unique identifier to determine the intended recipient of the payment which you instruct us to process. 
If the email address of the intended recipient is registered with us, the funds will be instantly credited to the Gemini Account associated with that email address. Once funds are credited to the recipient's Account, the transaction becomes irreversible.
If the recipient's email address is not registered with us, we will send a notification email to that email address with instructions on how to claim and receive the payment. If the recipient does not claim the payment within 14 days, the transaction will be cancelled and the funds will be returned to you.
If a person receives a payment notification from us indicating that you have sent them funds to an email address that is not registered, they will not be credited with the payment until it has been claimed in accordance with the instructions laid out in the notification email. Until then, there will be no contractual or fiduciary relationship between us and the intended recipient. The funds remain yours. 
Payments may be subject to payment limits due to security and legal requirements. These limits will be displayed to you before payment authorisation. You should ensure that your limits are sufficient to cover the payment you intend to make. You should be aware that the recipient of the payment may also be subject to spending and withdrawal limits and that this may affect the recipient's access to the funds you intend to send. 
Where you make a payment using your Account, the amount of the payment will be deducted by us from your Balance. We will not allow you to make any payment out of your Account where this would put your Account into a negative Balance. You should therefore ensure that you have sufficient Balance before sending a payment. 
Please see the ‘Unauthorised Payments’ section for details on incorrect and unauthorised payments.  
Funding Purchases of Cryptoassets
You can use your Account to fund purchases of Cryptoassets. When you place an order for Cryptoassets, the full amount of electronic money required (including any fees) is redeemed and placed on hold until your order fills, expires, or is cancelled. Any unfilled portion of your Cryptoasset order will remain on hold until it fills, expires, or is cancelled. Any Cryptoasset order that exceeds the amount of available funds in your Account will be rejected. 
Please note, however, that Cryptoasset exchange, clearing and custody services are not provided by Gemini pursuant to this User Agreement. Cryptoasset exchange, clearing and custody services are provided by Gemini Intergalactic UK, Ltd, an affiliate of Gemini. Gemini Intergalactic UK, Ltd is registered with the FCA for certain cryptoasset activities under the MLRs with firm reference number 921817, and is not supervised or regulated by the FCA as regards any other activities nor by any other financial services regulator. If you receive Cryptoasset exchange, clearing or custody services from Gemini Intergalactic UK, Ltd, please be aware that (i) you will have no recourse to the Financial Ombudsman Service (FOS) in the event of a complaint relating to Cryptoasset services; (ii) your Account is not protected by the Financial Services Compensation Scheme (FSCS); and (iii) Cryptoassets may experience frequent price volatility resulting in a high degree of risk. If you are the primary user of your Account, you agree that you will inform all other users of your Account, including users of all sub-accounts associated with your Account, of the risks described in this paragraph. For more information about Cryptoasset orders, please consult the Gemini Intergalactic UK, Ltd user agreement.
Withdrawing or Revoking Your Authorisation for a Payment 
If you use your electronic money in accordance with the ‘Sending Payments’ section above, the transaction is executed immediately upon authorisation of the payment. Once authorised, you have no ability to withdraw or revoke the payment. So please take great care to ensure your payment details are correct before authorising the payment.
If you use your electronic money in accordance with the ‘Funding Purchases of Cryptoassets’ section above, you agree that it is your responsibility to cancel any Cryptoasset order (in whole or in part) that you do not want to be filled by submitting a cancellation request via the Website. You understand that you may not be able to cancel a Cryptoasset order prior to it filling (in whole or in part) and that we are not liable to you for the completion of a Cryptoasset order after you have submitted a cancellation request. For scheduled Cryptoasset orders that are not due to be placed until an agreed date in the future, you may withdraw your consent at any time up until the end of the Business Day prior to the date the transaction is to be made, by following the directions on the Website. If you validly cancel a Cryptoasset order, we will keep the funds which relate to such transaction in your Account and you will be entitled to use such funds in accordance with this User Agreement. When you cancel a payment instruction we may be entitled to charge you a fee to cover our costs.
Refusing Payments
We may refuse to carry out a payment instruction if:
  1. the Balance in your Account at the time of a payment instruction is insufficient to cover the amount of the payment;
  2. we believe that you are acting in breach of this User Agreement;
  3. we believe that a transaction is potentially suspicious or illegal; or
  4. we are unable to carry out the transaction due to errors, failures (whether mechanical or otherwise) or refusals caused by merchants, payment processors, card networks or payment schemes who are processing transactions.
If we refuse to carry out a payment instruction, unless informing you would compromise reasonable security measures or be otherwise unlawful, we will inform you at the earliest opportunity and in any event by the end of the Business Day following the day we have received the instruction. We will normally inform you with an error message on the Account. In some instances we may also inform you by phone or email. 
You can contact us using any of the contact methods available through Customer Support to ask for our reasons for refusing to carry out a payment instruction and for an explanation of how you can correct any information we hold that led to our refusal to approve a payment instruction.
Right of Offset
You agree and understand that we have the right to offset: (i) negative Balances in your Account by selling the necessary amount of Cryptoassets held at Gemini Intergalactic UK, Ltd on the open market at a price no lower than 5% below the Prevailing Market Price to offset such negative Balances; (ii) negative Balances of Cryptoassets held at Gemini Intergalactic UK, Ltd by buying the necessary amount of Cryptoassets at the Prevailing Market Price to offset such negative Balances with the electronic money in your Account; and (iii) any and all debts owed to Gemini through the offset of Balances of your Account or any related account.
Gemini will provide you with immediate notice when your Balance becomes negative. Gemini will also provide you with twenty-four (24) hours’ prior notice before executing its right of offset.
Prohibited Transactions
It is strictly prohibited to send or receive payments as consideration for the sale or supply of:
  1. tobacco products;
  2. prescription drugs from unlicensed or online pharmacies;
  3. drugs and drug paraphernalia;
  4. weapons (including, but not limited to, knives, guns, firearms or ammunition);
  5. satellite and cable TV descramblers;
  6. pornography, adult material, and material which incites violence, hatred, racism or which is considered obscene; 
  7. government IDs and licences including replicas and novelty items and any counterfeit products or forged documents;
  8. unlicensed or illegal lotteries or gambling services (including, but not limited to, illegal sports betting, casino games and poker games);
  9. multi-level marketing, pyramid selling or Ponzi schemes, matrix programmes or other "get rich quick" schemes or high yield investment programmes;
  10. payday loans and pawn shops; and
  11. any other activity that is deemed illegal or any  item which encourages or facilitates illegal activity. 
It is strictly forbidden to use your Account for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency.
You may not use our services if you are residing in certain countries. We may in our sole discretion decide to discontinue and restrict our services in certain countries at any time and without prior notice. We reserve the right to suspend or terminate your Account at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by the relevant government authority or recognised body for the prevention of financial crime.
If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section we reserve the right to: 
  1. reverse the transaction; and/or 
  2. close or suspend your Account; and/or 
  3. report the transaction to the relevant law enforcement agency; and/or 
  4. claim damages for you; and 
  5. charge you an administration fee if we take any of the above listed actions.
Withdrawing Funds
You can request a withdrawal of all or part of the funds held in your Account at any time. To do this you must login to your Account and select a withdrawal method and enter the amount to be withdrawn. A withdrawal from your Account is a redemption of electronic money.
Withdrawal methods are payment services provided, at least in part, by third party financial institutions (for example, the bank where you hold a bank account). We do not guarantee the availability of any particular withdrawal method and may make changes to discontinue a particular withdrawal method at any time at any time and without prior notice as long as there is at least one withdrawal method available to you. Where the withdrawal payment is received by you through the involvement of a payment service provider (such as the bank where you hold a bank account), we shall not be responsible for the withdrawal payment once the withdrawn funds are received by your payment service provider. 
Your Account is subject to withdrawal limits. These limits are adjusted dynamically depending on the type of identification documentation we hold on you. These limits will be displayed to you prior to withdrawing funds. Before uploading any funds into your Account, you must ensure that your current withdrawal and spending limits meet your withdrawal and spending requirements as legally we cannot allow you to exceed these limits. 
If your withdrawal request exceeds the relevant limit, we may decline your request and instead require you to send us documents verifying your identity and address prior to allowing a withdrawal of funds or to otherwise cooperate with us to verify your identity.
For the purpose of a withdrawal transaction, we are a payer and not a payment service provider. 
You must not make a withdrawal to a bank account or other Payment Method if you are not the named holder of that bank account or other Payment Method. We take any violation of this requirement very seriously and will treat any attempt to use a Payment Method of which you are not the named holder as a fraudulent act. Without prejudice to claiming further damages, if we are required to investigate a withdrawal to a Payment Method that is not in your name, we may charge a reasonable administration fee.
You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong account where this is due to you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If you have withdrawn funds to the wrong account, you may request that we assist you in reclaiming the funds. However, we may charge you our reasonable costs for doing so. Specifically, we must by law make reasonable efforts to recover the funds involved in the payment transaction and if we are unable to do so, we will, at your written request, provide to you all available relevant information in order for you as payer to claim repayment of the funds. 
We may charge a fee for withdrawals if one of the following circumstances applies:
  1. you terminate this User Agreement before any agreed termination or expiry date; or
  2. you request a withdrawal more than one year after the date of termination or expiry of this User Agreement.
We may refuse a withdrawal request if it is made more than six (6) years after the date of termination of this Agreement, and any electronic money held by us after this time shall cease to be held by us for you and instead becomes our funds.

Third-Party Providers

You have the right, to the extent permitted by law, with respect to your Account, to make use of a TPP.
You acknowledge and agree that if you do make use of a TPP, such TPP shall:
  1. in the case of an AISP, have access to your Account and all the transactions, data and other information contained therein (which may include sensitive personal information);
  2. in the case of a PISP, be able to give payment instructions as if it were you or an authorised party acting on your behalf; and 
  3. in the case of a CBPII, be able to request confirmation of funds availability within your Account.
You also acknowledge and agree that we shall act on such access, instructions and requests as if they were provided to or given by you and shall be effective as if yours, whether or not authorised. You expressly waive any confidentiality, banking secrecy or professional secrecy obligations with respect to any such access.
We may deny a TPP access to your Account for objective (i.e. reasonably justified) and duly evidenced reasons relating to unauthorised or fraudulent access to the Account by that TPP, including the unauthorised or fraudulent initiation of a payment transaction. Unless we are prohibited by law from giving such notification, we will notify you in the manner in which we consider most appropriate in the circumstances of the denial of access and, unless we are prohibited by law from providing such reasons, the reasons for the denial before such denial of access, unless it is not reasonably practicable to do so, in which case we will notify you as soon as practicable afterwards. You acknowledge that we may be required to report the incident to the relevant competent authority with details of the case and the reasons for taking action.  
You acknowledge and agree that it is your responsibility, and not the responsibility of the relevant TPP, to notify us of any unauthorised or incorrectly executed funds transfer or any non-executed or defective funds transfer in accordance with this Agreement, notwithstanding that the relevant funds transfer was initiated through a TPP, and further that we may disregard such notification received from a TPP.

Statements

Fund uploads, payments received, payments sent and fund withdrawals are displayed in your online transactions history together with the date of receipt or transmission (the debit value date), and, where applicable, any exchange rate used. Each transaction is given a unique transaction ID and shown in the transaction history. We will not alter or amend information displayed in your online transaction history. You should quote this transaction ID when communicating with us about a particular transaction.
You should check your transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Support.

Incorrect and Unauthorised Payments

Incorrect Execution
If we have incorrectly executed a payment to or from the Account, we will without undue delay, refund the amount of the non-executed or defective payment and, where applicable, restore your Account to the state it would have been had the defective payment not taken place, subject to the other provisions of this section.
We will not be liable to you for the correct execution of a payment if the payment service provider of the intended recipient (the payee) received the payment. 
We will not be liable to you for non-execution or defective execution of a payment transaction if you have given us the wrong payment details, however we will use reasonable efforts to try to recover the funds involved in the payment transaction. We may charge you our reasonable costs for doing so.
Where we are liable to you under the ‘Liability’ section of this User Agreement, you are entitled to claim from us any charges for which you are responsible and any interest which you must pay as a consequence of the non-execution or defective or late execution of a payment transaction for which we are liable.
Regardless of our liability, we will, at your request, immediately and without charge, make efforts to trace any non-executed or defectively executed payment transaction and notify you of the outcome.
Unauthorised Payments
If there is a payment from the Account that you did not authorise, we will refund the amount of the unauthorised payment and, where applicable, restore your Account to the state it would have been had the unauthorised payment not taken place, subject to the other provisions of this section.
If we can show that you have acted fraudulently, we will not be liable to you for unauthorised payments from the Account.
If we can show you have been grossly negligent in keeping your Security Details safe, we will not be liable to you for unauthorised payments from your Account, unless:
  1. the losses have occurred after you have notified us about the compromise of your Account log-in details or any device used by you to access our services;
  2. we did not provide you with a means of notifying us about the compromise of your Account log-in details or any device used by you to access our services; or
  3. we were obliged to apply strong customer authentication when the unauthorised payment transaction was carried out and failed to do so.
You will be liable for the first £35 for any losses incurred in respect of unauthorised payment transactions arising from your Security Details being compromised. You will not be liable for the first £35 of losses incurred in respect of unauthorised payment transactions where:
  1. you could not have known that your Security Details had been compromised by the time they were wrongfully used; or
  2. your Security Details were compromised as a result of something done by our employees or agents.
You should without undue delay notify us by contacting Customer Support if you become aware of the loss, theft, misappropriation or unauthorised user of your Account log-in details or any device which you use to access your Account.
Where we are liable to you under applicable sections of this User Agreement, we will refund you the amount of the unauthorised payment as soon as practicable and by no later than the end of the Business Day after we became aware of the unauthorised payment. 
We will not provide a refund if you fail to bring an unauthorised payment or incorrectly executed transaction to our attention without undue delay and in any case within thirteen (13) months of the date of the transaction, unless we have failed to send you the information relating to the transaction that we should have sent to you.
If you are not a consumer, a micro-enterprise or a charity as defined in the PSRs, you agree that we will not provide a refund if you fail to bring an unauthorised payment or incorrectly executed transaction to our attention without undue delay and in any case within six (6) months of the date of the transaction.

Fees

We do not impose fees or charges for opening and operating an Account and using our services. However, please note that other costs, taxes or charges may apply to you that are not charged by us and/or will not be paid through us. You are responsible for paying such costs, taxes and charges where these apply. It is your responsibility to determine what, if any, taxes apply to the payments you make or receipt, and it is your responsibility to collect, report and remit the correct amount of tax to the appropriate tax authorities. If we are required to withhold any taxes, we may deduct such taxes from amounts otherwise owed to you and pay them to the appropriate authority.  

Liability

Subject to applicable sections of this User Agreement, we shall be responsible for any loss suffered by you as a result of us breaching this User Agreement, however we are not responsible for any losses that you may suffer:
  1. if we cannot perform our obligations under this User Agreement because of abnormal and unforeseeable circumstances beyond our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary; or 
  2. because of our obligations under applicable laws and regulations.
We will also not be liable for:
  1. business interruption; 
  2. loss of revenue, reputation, goodwill, opportunity or anticipated savings; or
  3. any loss or damage whatsoever which does not stem directly from our breach of this User Agreement.
We will use reasonable efforts to make your Account and the services available to you, but we will not be liable to you for any loss or damage arising if they are unavailable at any time, or if access is interrupted.
Nothing in this User Agreement is intended to, nor shall have the effect of, excluding or limiting our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be restricted or excluded under applicable law.

Changes to the User Agreement

We may, at any time and subject to applicable law, change or delete any provision, or add new provisions to this User Agreement (a “Change”). 
We can anticipate some of the reasons why it would be fair for us to make Changes to this User Agreement, and have listed them below, but because we cannot foresee precisely why we might need to make Changes to this User Agreement, we may also make Changes for reasons that are not listed below. 
We can make a Change to this User Agreement for any reason (including the following), with any Change being a reasonable and proportionate response to a change that is affecting us or that we reasonably think will affect us:
  1. because of a change in applicable laws or regulations (including industry guidance and codes of practice and decisions of the Financial Ombudsman, a regulator or court), or in the payment systems generally. For example, we may have to change requirements for keeping your Account safe to meet new, higher standards set by law;
  2. if the Change benefits you, for example, when introducing new products or services or improving existing ones;
  3. to reflect a change in our costs of running your Account or providing you with the services, or to change the way charges for services and products are made (to reflect the way users use them), for example, by introducing a new fee;
  4. technology developments (or expected developments) (including the systems used to run the business) or in response to possible risks to the security of your Account, for example, by changing the security steps you need to follow to access your Account or use our services; or
  5. to respond to any other change that affects us, if it is fair to pass on the effects of the change to you, for example, to reflect developments in cross-border payments.
We may make Changes for any other reason we cannot foresee, for example, to respond to changes among our competitors that affect how we wish to deliver our services to you. 
We will provide you with a minimum of two (2) months' notice of any Change prior to making the Change. The proposed Change shall come into effect automatically on the date stated in our notice, such date to be at least two (2) months' after the date of receipt of the notice, unless you tell us that you want to terminate this User Agreement before the date such Change takes effect. We will not make any termination charge if you terminate this User Agreement in these circumstances. If you do not object before the date such Change takes effect, you will be deemed to have consented to such Change. 
We may choose to inform you of any Changes made pursuant to the above provision via email or through your Account or in any other way permitted by applicable law.

Termination

We may at any time terminate your Account without notice if:
  1. you breach any condition of this User Agreement or any other condition applicable to specific services covered by separate terms and conditions;
  2. you violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our services; or
  3. we have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorist financing or other criminal activity. 
We may terminate your Account or any payment service associated with it for any reason by giving you two (2) months' prior notice. 
You may terminate your Account with us at any time. 
This User Agreement automatically terminates on termination of your Account.
Together with a termination notice or at any time thereafter we may give you reasonable instructions on how to withdraw remaining funds on your Account.

Data

You explicitly consent to us accessing, processing, and retaining any information you provide to us, for the purposes of providing payment services to you. This does not affect our respective rights and obligations under data protection legislation. You may withdraw this consent by closing your Account. If you withdraw consent in this way, we will cease using your data for this purpose, but may continue to process your data for other purposes where we have other lawful grounds to do so, such as where we are legally required to keep records of transactions.
The processing of your data is governed by our Privacy Policy which can be found on our Website and Mobile Application. By accepting this User Agreement, you also agree to the terms of our Privacy Policy. You should print and keep a copy of the Privacy Policy together with this User Agreement.
You agree and understand that any debit card transactions may be processed through WorldPay, Inc. and its subsidiaries (collectively, “WorldPay”) and subject to WorldPay’s privacy statement, available at: https://www.worldpay.com/en-us/privacy-policy.

Miscellaneous

We may assign our rights and obligations under this User Agreement to another company at any time, on giving you two (2) months' prior Written Notice of this. If we do this, your rights under this User Agreement will not be affected. 
We may subcontract any of our obligations under this User Agreement. You may not sell, assign, or transfer any of your rights or obligations under this User Agreement. 
If any provision of this User Agreement is determined to be void or unenforceable under applicable law, all other provisions of this User Agreement shall still be valid and enforceable. 
Together with the Privacy Policy, this User Agreement constitutes the entire agreement between you and us relating to your Account and the services and supersedes any other prior agreement between you and us relating to your Account and the services. For the use of additional services you may have to accept additional terms and conditions as notified to you when you are ordering or using such services.
No third party who is not a party to this User Agreement has a right to enforce any of the provisions of this User Agreement.

Arbitration

You agree and understand that any controversy, claim, or dispute arising out of or relating to this User Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in London, England, administered by the London Court of International Arbitration and conducted in English, rather than in court. You expressly agree that any dispute about the scope of this User Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. You agree to keep any arbitration strictly confidential.
You agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party.
You agree that any such arbitration shall be conducted in accordance with the then prevailing rules of the London Court of International Arbitration (the “Rules”), with the following exceptions to such Rules if in conflict:
  • Any arbitration must be commenced within one year after the claim or cause of action arises;
  • The arbitration shall be conducted by one neutral arbitrator;
  • You agree that service of a demand for arbitration via Written Notice constitutes sufficient written notice of the Demand for Arbitration;
  • Arbitration may proceed in the absence of any party if that party has been given Written Notice of the arbitration, as specified in this Agreement and/or the Rules; and
  • Each side agrees to bear its own attorney’s fees, costs, and expenses. 
You agree that, wherever practicable, we will seek to appoint a fair representation of diverse arbitrators (considering gender, ethnicity and sexual orientation), and will request administering institutions to include a fair representation of diverse candidates on their rosters and list of potential arbitrator appointees.
You agree to abide by all decisions and awards rendered in such proceedings and you agree that such decisions and awards rendered by the arbitrator shall be final and conclusive. 
To the extent you seek emergency relief in connection with any controversy, claim, or dispute arising out of or relating to this User Agreement or the breach thereof, you agree that the relevant emergency relief provisions of the Rules shall govern. You agree and understand that this User Agreement restricts you from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and you agree that, to the extent you breach this User Agreement by seeking such relief from a court, you shall be responsible for paying Gemini’s attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred.
You agree that you or we may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. You irrevocably and unconditionally agree to waive any objection that you may now or hereafter have to the laying of venue of any action or proceeding relating to enforcement of the arbitral award in English courts.
You agree that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.
If for any reason this arbitration clause becomes not applicable or for any other reason litigation proceeds in court then you agree that you and we:
  • To the fullest extent permitted by applicable laws and regulations, hereby irrevocably waive all right to trial by jury as to any issue relating hereto in any action, proceeding, or counterclaim arising out of or relating to this User Agreement or any other matter involving us hereto, and
  • submit to the exclusive jurisdiction and venue of English courts and you agree not to institute any such action or proceeding in any other court in any other jurisdiction. 
You agree to arbitrate solely on an individual basis, and agree and understand that this User Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one User’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then you agree and understand that the remaining portions of these arbitration provisions in this User Agreement will remain in full force and effect.
You agree that this section of this User Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
A printed version of this User Agreement shall be admissible in judicial or administrative proceedings.
Notwithstanding anything to the contrary in this ‘Arbitration’ section, any dispute, to the extent arising out of or in connection with the E-Money Services, may only be resolved in accordance with the ‘Complaints and Disputes’ section of this User Agreement.

Complaints and Disputes

In the event of any dispute or problem arising out of or in connection with E-Money Services, please contact Customer Support so we can investigate the circumstances for you. You should clearly indicate that you are making a complaint to us. This helps us to distinguish a complaint from a query. We will aim to deal quickly and fairly with any complaint in accordance with our obligations under applicable law. We can also provide you with further details of our complaints procedure on request. 
If we do not resolve your complaint to your satisfaction, you may be able to refer it to the United Kingdom Financial Ombudsman Service. You can contact the United Kingdom Financial Ombudsman by telephone on: from inside the United Kingdom : 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500 on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; by post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by email: complaint.info@financial-ombudsman.org.uk. The United Kingdom Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the United Kingdom Financial Ombudsman Service.
The E-Money Services are governed by the laws of England and Wales. In the event that you are not eligible or do not elect to make a complaint to the Financial Ombudsman Service, claims shall be settled through English courts located in London, England.

Governing Law and Jurisdiction

This User Agreement is governed by the laws of England and Wales and subject to the non-exclusive jurisdiction of the English courts, except in cases in which the mandatory laws of the country where you are domiciled are more favourable to you than English law, in which case you may assert any rights you have under the mandatory laws of the country where you are domiciled.

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