Gemini Payments Limited User Agreement

Last updated: August 16, 2022


Welcome to Gemini!

Welcome! Thanks for visiting Gemini. 

This user agreement (“User Agreement”) is a contract between you and Gemini Payments Limited (company number 669681), a private company incorporated in Ireland with a registered address at 70 Sir John Rogerson’s Quay, Dublin 2 (the “Company” or “Gemini”) 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 the Company 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 the Company and accessing or using our services.

About Us

Gemini Payments Limited, trading as Gemini, is regulated by the Central Bank of Ireland (“CBI”). The Company is an electronic money institution that issues electronic money and provides related payment services. These are regulated activities in Ireland. The Company is registered with the Central Bank of Ireland under firm reference C432664.

Further information on the Central Bank of Ireland can be obtained at www.centralbank.ie. and you can view Gemini Payment Limited’s registration on registers.centralbank.ie.  

About Gemini Digital Assets Limited

Gemini Digital Assets Limited (company number 698251), is an affiliate of the Company, and provides cryptoasset exchange and custody services. These are unregulated activities in Ireland. Gemini Digital Assets, Ltd is registered with the Central Bank of Ireland under number C453651 as a virtual asset service provider (VASP) and complies with the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (as amended) (the “Irish AML Legislation”). GDAL maybe also be registered in certain other EEA jurisdictions and those authorities are available here in the respective EEA country’s link. If GDAL is registered in a country, the registering authority will be identified in the country’s link.

Cryptoasset exchange, clearing and custody services provided by Gemini Digital Assets Limited will not attract the same regulatory protections as services provided by the Company pursuant to this User Agreement. In particular, you will have no recourse to the Financial Services and Pensions Ombudsman in the event of a complaint relating to Gemini Digital Assets Limited. Please also see ‘Funding purchases of cryptoassets’ for additional information. Services provided by Gemini Digital Assets Limited fall outside this User Agreement and are subject to the terms and conditions set out in the separate agreement you enter into with Gemini Digital Assets Limited.

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 Ireland.

“CBI” means the Central Bank of Ireland whose address is New Wapping Street, North Wall Quay, Dublin 1, D01 F7X3, Ireland; further information on the CBI can be obtained on the CBI’s website at www.centralbank.ie

“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 support@gemini.com.

"EEA" means the European Economic Area.

"Financial Services and Pensions Ombudsman" means the services provided by the Financial Services and Pensions Ombudsman, details of which can be found at www.fspo.ie and who can be contacted at The Financial Services and Pensions Ombudsman, Lincoln House, Lincoln Place, Dublin 2,D02 VH29, Ireland.

"Gemini" or “Company” means Gemini Payments Limited (company number 669681) whose registered address is 70 Sir John Rogerson’s Quay, Dublin 2. 

"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 Digital Assets Limited.

"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" or "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 European Union (Payment Services) Regulations 2018).

"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. 

"Website" means the website available at www.gemini.com.

“Written Notice” means any notice provided by post or email.  

"You" or "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. Any translation of this Agreement or other documents is provided for your convenience only, to the extent permissible by applicable law. In the event of any inconsistency, and subject always to applicable law, the English language version of this Agreement or other documents shall prevail and the English language shall govern its interpretation.

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. 

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 Ireland 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 and your Balance does not qualify as a “deposit” under Irish law. By accepting this User Agreement you acknowledge that the Irish Deposit Guarantee Scheme 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 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 Balance held in an Account (or the associated safeguarded funds). 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 where 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 reside in certain jurisdictions. We may in our sole discretion decide to discontinue and restrict our services in any 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 and otherwise comply with our legal and regulatory obligations;

  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 European Union (Payment Services) Regulations 2018 (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 3 of the PSRs and that we are not required to comply with any of the regulations referred to in regulations 86(1), 86(2), 88(5), 88(6), 96, 98, 100, 1001, 104, 112 or 113 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 and using your Account 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.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) 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 the ‘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 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 and with immediate effect on closure of your Account.

Using your Account

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. 

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 transaction 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, which are hereby incorporated by reference to the extent applicable; 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 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 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 Digital Assets Limited, an affiliate of Gemini. Gemini Digital Assets Limited is registered with the CBI as a virtual asset service provider and may be registered with certain other financial services regulators. Those regulators are available here in the respective EEA country’s link. If GDAL is registered in a country, the registering authority will be identified in the country’s link. If you receive Cryptoasset exchange, clearing or custody services from Gemini Digital Assets Limited, such services will not attract the same regulatory protections as services provided by Gemini pursuant to this User Agreement. In particular, you will have no recourse to the Financial Services and Pensions Ombudsman in the event of a complaint relating to Gemini Digital Assets Limited or its services. For more information about Cryptoasset orders, please consult the Gemini Digital Assets Limited 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 for such revocation. 

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 through Customer Support at support@gemini.com 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 Digital Assets Limited 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 Digital Assets Limited 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 Account 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, terrorist financing and money laundering. We will report any suspicious activity to the relevant law enforcement and revenue agencies.

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; 

  2. close or suspend your Account; 

  3. report the transaction to the relevant law enforcement or revenue agencies; and/or 

  4. claim damages from you,

We may charge you reasonable costs associated with any of the above-listed actions, including legal fees and expenses, collection agency fees, and any applicable interest. 

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 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. 

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, upon Written Notice, provide to you all available relevant information in order for you as payer to claim repayment of the 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 the we will notify you as soon as practicable. 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 transaction 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 your 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 €50 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 €50 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 or a micro-enterprise 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.

Complaints

If you want to make a complaint, please tell us by contacting 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 you are a consumer and we do not resolve your complaint to your satisfaction, you may refer it to the Financial Services and Pensions Ombudsman. You can contact the Financial Services and Pensions Ombudsman by telephone at +353 1 567 7000, by post at The Financial Services and Pensions Ombudsman, Lincoln House, Lincoln Place, Dublin 2,D02 VH29, Ireland; or by email at: info@fspo.ie.  For the purposes of complaints to the Financial Services and Pensions Ombudsman, consumer also includes any sole trader, partnership or incorporated body that has annual turnover of €3 million or less (notwithstanding any classification as a Business Customer under this agreement).

For further information, please see https://www.fspo.ie/make-a-complaint/

If you wish to report an actual or potential alleged infringement under the European Union (Payment Services) Regulations 2018, the report may be sent as a protected disclosure to the CBI using the following methods:

E-mail: confidential@centralbank.ie 

Telephone: 1890 130014: Calls are answered Monday to Friday 9.30am - 5.00pm

Post: PSD2 Disclosures Desk, Central Bank of Ireland, PO Box 11517, Spencer Dock, Dublin 1, D01 W920.

Please ensure that “PSD2 Alleged Infringement” is in the subject line of your correspondence with the Central Bank.

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 Services and Pensions 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, unless you tell us that you want to terminate this User Agreement before the date such Change takes effect. We will not charge any termination fees 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.

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.

Governing Law and Jurisdiction

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