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This page (together with our Cookies Policy) sets out the terms and conditions ("Platform Terms") on which we, Infinity Mobile NV ("we", "our" or "SAYL"), provide access to our platform and any Sayl mobile application through which you interact with or order via our services.
We reserve the right to change these Platform Terms from time to time by changing them on this page. We advise you to print a copy of these Platform Terms for future reference. These Platform Terms are only in the English language.
Use of your personal information submitted via the Services is governed by our Privacy Policy and Cookies Policy, available on our public website saylcloud.com.
Except express written agreement stating the contrary, these Platform Terms apply to all services (incl the Platform, Website, e-commerce functionality, CRM, Loyalty, NFT Webshop, Wallet, App) (hereinafter jointly: the "Services") rendered, delivered or established by Provider in relation with "SAYL".
The Services rendered by Provider might be subject to a specific agreement between Provider and the User. In case of contradiction between provisions from the present Platform Terms and provisions from a specific agreement the latter conditions will prevail. All rights and obligations established between the User and Provider (together the "Parties") regarding the Services ordered by the Client shall collectively be called "the Agreement" to which the present Platform Terms shall apply.
Both the present Platform Terms as the conditions in a possible specific agreement between the Parties are considered to be known and accepted, either by the User’s registration of a Wallet account (“the Onboarding”), either by the signature of the User on a document referring to any of these conditions or by the absence of any opposition by the User in writing within five (5) business days after receipt of the first document that communicates any of these conditions. In case of absence of a reaction within the aforementioned period, all information transmitted by the User is considered to carry the latter's acceptance regarding the correctness and relevance of that information for the Services at stake. In case of continuous commercial relations the present Platform Terms can not be disputed anymore.
0. Definitions
Business Client: a legal entity where Provider is supplier and Provider offers the Services, including NFT webshop, administrative back office to manage NFTs, Wallet Services.
Cryptocurrency: a digital representation of value that is not issued or guaranteed by a central bank or a public authority, is not necessarily attached to a legally established currency and does not possess a legal status of currency or money but is accepted by natural or legal persons as a means of exchange and which can be transferred, stored and traded electronically.
Personal Data (IIP): means any information relating to an identified or identifiable natural person.
Platform: means the Sayl cloud platform, created and administered by Provider for the purpose of helping businesses to better connect with their customers. In relation to the Wallet services, this includes facilitating transactions between Business Clients and Users with regard to digital items.
Wallet: means Provider's client-side software, a digital Cryptocurrency wallet for iOS, Android and web-based, and all materials related to such applications owned and developed by Provider and accessible by a User, in connection with the Services.
Wallet Services: means any service provided by the Provider in relation to the Wallet.
User: individual (consumer) or legal entity that makes use of the Services. A User is at least 18 years old and legally capable of understanding current Platform Terms.
1. Services
1.1 Provider renders services in order to enable and facilitate the use, transfer, and exchange of digital items, which may include Cryptocurrencies. Services are provided by making available Wallets and storing users' private keys of corresponding blockchain addresses ("the Services").
1.2 A User that signs up for the Services, including the creation of a Wallet and storing the users’ private keys, will be requested to acknowledge and agree to the present Platform Terms and its exhibits (together, “Terms of Use”). By acknowledging and accepting the Terms of Use, User accepts that they form part of the Agreement and that User will be bound by them.
1.3 The Provider may at all times decide to terminate the provisions of Services without any indemnification being due.
1.4 If User places an order for Services via the Platform, an Agreement will come into place as soon as the User's order for Services has been executed by the Provider. To be able to order Services User will be requested to acknowledge and agree to these Platform Terms and its exhibits (see 1.2, "Terms of Use"). By acknowledging and accepting the Terms of Use User accepts that they form part of the Agreement and that User will be bound by them.
1.5 The following services are not included in the Services and Provider does not undertake any liability in this respect: the sale, purchase or other trading of Cryptocurrency and other digital items, exchange services between Cryptocurrencies and fiat currencies.
1.6 Cryptocurrencies may be subject to market volatility causing sudden increases or decreases in their value. Provider does not accept any warranties regarding this market volatility and other risks involved in buying, selling or trading Cryptocurrencies or other digital items. Users are solely responsible for their decisions to buy, sell, trade or otherwise hold or deal with Cryptocurrencies or other digital items.
2. Execution of the Agreement, complaints and acceptance
2.1. Provider undertakes to deliver the Services to the best of its ability in light of its available technical capacities and in accordance with the requirements and expectations of good practice to perform.
2.2. Provider shall preserve the right to modify the manner in which it executes the Agreement following any possible changes relating to its technical framework, unforeseen workload, legal changes etc. The User shall not have the right to claim any form of compensation due to such modifications made after reasonable consideration by Provider.
If User is a Consumer and does not agree with the modifications, User is entitled to terminate the Agreement within thirty (30) days after having notified such disagreement to Provider, unless the change is implemented without any additional cost or fee and has no impact on essential functionalities of the Services.
2.3. If required for the proper execution of the Agreement Provider reserves the right to have certain work done by third parties.
2.4. In order to be valid, the User’s complaints must be communicated by registered letter within eight (8) days after the delivery of the Services.
2.5. An absence of a complaint regarding the delivered Services in accordance with Section 2.4. of the present Platform Terms implies the User's unconditional and irrevocable acceptance, without reservation, of the Services delivered as well as of the respective invoice.
3. Access to the Services
3.1. Users may be required to register and to create an account with Provider. As part of the registration process, Users may be required to provide Personal Data (such as identification, contact details, etc.). Users acknowledge and agree that any information they provide, including any Personal Data, will always be accurate, correct, and up to date.
3.2. Upon failing to provide the requested and required info as mentioned in Article 3.1, Provider may delay, suspend or terminate the Services.
4. Acceptable Use of Services
4.1. User must use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations. In particular, the Services may not be used to enable, facilitate or conclude any transaction or agreement that infringes on applicable law or regulations, such as (but not limited to) anti-money laundering legislation and provisions regarding the financing of terrorism provisions.
4.2 Provider is entitled, at its sole discretion, to permanently or temporarily suspend User’s access to and use of (any of) the Services, without any prior notice being due (unless notice is required under applicable law), and for any reason.
4.3 Provider preserves the right to immediately, and without giving any reasons or having to indemnify the User in any way, terminate the Agreement if the User makes an 'Unacceptable Use' of the Services delivered by Provider in any of the following manners (this list is non-exhaustive):
(i) any use or attempted use impacting the availability, reliability or stability of Provider's website and or Services, for example, attacking Provider's (online) infrastructure by means of a denial-of-service attack, trying to bypass or circumvent any of Provider's security mechanisms, testing the vulnerability of Provider's infrastructure by reverse-engineering the Services etc. including any attempt of the before mentioned actions;
(ii) any use or attempted use creating any form of risk, damage or danger regarding the security or the well-functioning of Provider's Services, including for third parties;
(iii) any use or attempted use that may subject Provider or any third party to liabilities, damages or danger;
(iv) any use or attempted use that is or might be considered as a hack to gain access to data or Wallets of other users.
User is not allowed to access, or attempt to access, the Services, Website or Platform by any means other than through the means the Provider provides or has indicated that they must use. User specifically agrees not to access (or attempt to access) any Services via any illegal and unlawful means, and not to use its account or Wallet in an illegal or unlawful manner.
(v) any use or attempted use in any other way than expressly provided by the Agreement, including for reasons of (attempted) fraud;
(vi) any use or attempted use implying any transmittal of material infringement of intellectual property rights of Provider or third parties;
(vii) any use or attempted use and viruses containing viruses, worms, bombs, Trojans or any other malicious, harmful or deleterious programs;
(viii) any use or attempted use aimed at unsolicited advertising, spamming, marketing, etc. in any way unwanted by other users.
(ix) any use or attempted use aimed at the promotion and engagement in illegal activities including but not limited to: creating a false identity, forging email addresses, money laundering, misleading others with regard to an identity, etc.;
(x) any use or attempted use, whereby through the making available by the User, of content that is or can be considered to be negative, libelous or defamatory or otherwise malicious or harmful to Provider or any person or entity, or discriminatory based on age, sex, gender, religion, nationality, sexual orientation etc.;
(xi) any use or attempted use that violates or might violate any national or international legal provision, including civil – criminal and public law provisions.
4.4. Upon getting aware of any form of Unacceptable Use in the light of this Section, Provider will preserve the right to immediately suspend or terminate the Agreement, by written notice, without having to provide for any reason.
4.5. Provider's right to suspend or terminate the Agreement, as described in Section 1.3 of the present Platform Terms, does not affect its right to claim compensation for damages that might have occurred, including but not limited to damage to its reputation or quality of Services. Such a suspension or termination of the Agreement by Provider shall furthermore not prejudice Provider's right to undertake any kind of legal action against the User or Business Client, until 5 years after the suspension and/or termination of the Agreement following an Unacceptable Use by the User as described here above.
5. Liability
5.1. Provider shall under no circumstance be liable for any damages hereunder, direct, compensatory, consequential, indirect, special, punitive or otherwise, regardless of the form of action or basis of any claim and the User’s sole and exclusive remedy hereunder shall be the termination of the Agreement.
5.2. Provider cannot be held liable for the temporary failure or malfunctioning of the system, be it technical or otherwise, whether due to force majeure or not. Since the Services are provided through the internet, the Services may experience periods of downtime, including but not limited to scheduled maintenance. Provider makes no representations or warranties, whether express, implied or statutory, with respect to the Services provided hereunder, including the Platform, the Wallet, and any app, documentation, content, data and materials made available with the Services. Provider specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.
5.3. Provider's liability shall in any event be limited to refunding the price of the non-conformingly executed part of the delivery. Liability for any other form of damage resulting from the relationships with the User is hereby expressly excluded.
5.4. Provider cannot be held liable for damages resulting from the deployment of third parties for the proper performance of the contract.
5.5. Provider cannot be held liable for damages of any nature whatsoever, which are the result of improper, incorrect or unclear information and/or data provided by the User.
5.6. Provider shall not be liable for any content whatsoever – including documents, projects, etc. – or property owned by or in the possession of the User and handed over by the User . The User expressly indemnifies Provider of any liability, particularly in the case of total or partial damage or loss due to any reason. Hence the User shall remain the exclusive owner of the content he or she provides for.
5.7. The User shall indemnify and hold Provider harmless from and against any and all damages, liabilities, losses, costs and expenses (including reasonable legal fees) sustained, incurred or suffered by Provider, arising out of or resulting from the User, and in case of a legal entity, its officers, directors, members, suppliers, agents or representatives.
5.8. The User shall indemnify Provider for any legal claim from third parties regarding the transferred digital assets, information or elements and their content. The distribution of the content of the information published by the User will remain the latter's sole responsibility. For clarity: the transmission of any content (for example: a communication or a text) by the User to Provider shall imply the User’s acceptance of that content).
6. Obligations of User
6.1. User must use the Services (incl Platform, Wallet, App) in accordance with the terms of this Agreement.
6.2. User acknowledge that the purchase of digital assets, through the use of the Wallet or otherwise, consist of a contract between a Business Client of the Provider and that terms and conditions must be agreed between those parties. Provider is a technical facilitator and will not be a participating party to such transactions and does not accept any responsibility in relation thereto.
6.3. User is responsible for maintaining the confidentiality of any login information used to access and use the Wallet (such as login and the PIN code), Platform and the Services and any specific authentication credentials. User is responsible for all activities that occur under the account(s) created or used by User.
7. Termination
7.1.The Agreement is entered into for an indefinite period of time and will remain in effect for as long as User accesses or uses the Services, Website, Wallet or Platform.
7.2. Each party may terminate the Agreement:
For convenience, subject to serving a prior notice period of fourteen (14) days;
Immediately, without compensation being due and without prejudice to such Party’s right to compensation for damages, in case the other party (a) ceases its business or becomes the object of a liquidation or dissolution, (b) is declared bankrupt, (c) is the object of an appointment of a receiver or admitted in writing its inability to pay its debts, (d) undergoes a significant and detrimental change in legal status (e.g. merger, demerger, acquisition or other case of legal succession);
7.3. Provider shall have the right to terminate the Agreement, by giving written (email) notice yet without having to provide for reasons or indemnify the User in any way, in the following cases: (i) gross negligence, fraud or violence by the User; (ii) a material or repeated breach of the Agreement by the Userwhich renders any further cooperation impossible, or, if it concerns a breach that can be remedied, if such breach is not resolved and/or no end has been made to the breach within 7 days after written notification with acknowledgment of receipt provided by Provider describing the breach of agreement and the request to make an end to such breach; (iii) any content made available through the Services by the User in violation of the provisions regarding the Acceptable Use of Services in Section 4 of the present Platform Terms hereunder and if the content made available through Provider’s Services is not taken down immediately. (iv) a change of legal control of the User as an entity; (vi) the existence of reasonable suspicion, or indications leading thereto, with regard to the insincere, deceptive or bad faith intentions of the User, potential future irregularities, violation of any legal provision or any of the obligations in the present Platform Terms.
7.4. Upon termination of the Agreement according to Section 4.3 of the present Platform Terms, the User shall immediately pay all remaining amounts due under the Agreement to Infinity Mobile. This includes all payments due for Services delivered until the termination as well as payments for the Services that were supposed to be delivered until the end of the Term.
8. Data protection
Provider shall store personal data of the User in accordance with the GDPR and Provider's Privacy Policy which can be found on www.infinity-mobile.io. Provider will also provide User with a copy of this Privacy Policy upon written request. All data is stored in a physical protected datacenter, and selected data (custom fields) are encrypted to prevent unauthorized persons to read the data. The User will at all times be the sole owner of their imported data in the Provider database.
10. Intellectual property
10.1. All Services developed by Provider remain the latter's intellectual property. Nothing in the Agreement, nor in any specific agreement with a User or Business Client, shall be understood as a waiver of Provider's intellectual property rights, including copyright, to any of its Services.
10.2. The User shall be the sole responsible to ensure the respect of all the intellectual property rights of third parties, including copyright, when making available, transmitting or providing content of any kind through Provider’s Services. This will include any content placed, communicated or made available by the End Users of the Services. Provider will under no circumstance be liable for any damage that might occur, including the violation of a third party's intellectual property rights, following the content used through the Services for which User shall remain exclusively responsible.
11. Miscellaneous
11.1. The User may not assign the Agreement nor any of its rights or delegate any of its duties under it without the written consent of Infinity Mobile.
11.2. Any amendments to the Agreement, as well as any additions or deletions, must be agreed in writing by both Parties.
11.3. No failure or delay in exercising any right, option or remedy, enforcing any obligation or requiring performance, shall impair or be construed as a waiver or on-going waiver by Infinity Mobile of that or any other right, option or power of Infinity Mobile, unless in writing signed by Provider.
11.4 No breach by the User of any provision of the Agreement shall be waived or discharged except with the express written consent of Provider.
11.5 The liability of a Party cannot be retained under these Platform Terms, in case of abnormal and unforeseeable circumstances beyond the control of the Party by whom it is pleaded, the consequences of which, despite all precautions, could not be prevented.
11.6 Provider is allowed to refer to the rendered Services, goods and performance with the appointment of the User for marketing or promotional purposes on Sayl's website or otherwise.
11.7 This agreement is governed exclusively by and construed according to the laws of Belgium. The parties submit to the exclusive jurisdiction and venue of the competent courts in Ghent, Belgium where any dispute will be brought in the Dutch language, without prejudice to Provider’s right to bring suit against User before the court that would be competent in the absence of this clause.
Terms related to the Wallet services.
Provider offers a blockchain Wallet application that stores the User’s private key of their corresponding blockchain address, encrypted in a secure way.
1. Wallet Services
1.1 Wallet
Provider’s Wallet Services allows a User to create a new Wallet by signing up for a Sayl Wallet. The Wallet Services that Provider offers are limited to the bare minimum and solely to support the User’s experience.
Limitation of Wallet Services
1.2 Storing the Private key
Digital asset (eg. NFT) will be stored on-chain, on Hedera. The private key will be stored in a secure vault, managed by a third party. Additionally, Provider asks the User during registration to add a PIN code that is only known to the User.
Provider is not responsible for data loss, hacking of the data or inaccessibility of data due to negligence or fault of the third party provider.
Provider has no access to the private key.
1.3 Transactions in Wallet
User will receive via Provider a Wallet address on the Hedera blockchain. User will receive a notification of an incoming digital asset transfer onto their account.
User can not make active Transactions in their Wallet.
2. Cryptocurrencies
The Wallet allows the User to store Cryptocurrency and digital items, however limited to the Hedera blockchain.
The Services do explicitly not imply that Provider stores, sends, or receives Cryptocurrencies. Any transfer that occurs in any Cryptocurrencies occurs on the blockchain associated with the concerned Cryptocurrency and not on a network or database owned, controlled or operated by Provider. User can via third party Wallets access the objects on the blockchain and transfer objects to other addresses.
Since the decentralized DLT technology is supported by independent third parties, which is not controlled, owned neither operated by Provider, Provider cannot and does not guarantee that incoming Transactions for the User shall be confirmed and recorded in the Hedera blockchain nor that once stored, they remain on the blockchain.
User bears the risk of any transaction not being recorded in the blockchain associated with the digital asset or for any delay or conflicts in recordings, except in case User proves that such event is attributable to Provider’s gross negligence.
3. NFT Webshop
3.1. Users have the ability to visit one or more NFT webshops that are launched by Business Clients of Provider. On said webshop, developed by Provider, Business Client can set for purchase one or more digital assets. The Platform serves as an environment that enables the purchase of such digital assets, by Users. Provider’s role is limited to serving as a facilitator and enabler of transactions, without however intervening in any way or capacity in the transactions that take place upon the Platform. Provider collaborates with third parties in order to facilitate the purchase. These third parties are fully regulatory compliant and chosen with care by the Provider.
3.2. Provider does not supervise, audit or otherwise control any of the characteristics, quality, suitability or integrity of the digital assets offered on the Platform. When entering into a purchase via the Platform, Users must themselves inspect and verify that the digital items that they wish to purchase correspond to what was agreed upon and that the terms and conditions applying to the transaction (including those relating to warranties, dispute resolution, etc.) have been fully understood and have been agreed upon. Provider is not held to intervene in any dispute between User and Business client.
3.3 Distance Selling Act - right of withdrawal. Users must thoroughly inform themselves about any applicable withdrawal rights and act accordingly. Provider must and shall not supervise or control the applicability of and/or compliance with any such rights as it is not a party to the transaction negotiated between the Parties.
3.4. Users must at all times comply with the terms of this Agreement. Failure to do so may result in a suspension of access or being excluded from further access and use of the Platform. The decision to suspend a User or to terminate its access to the Platform shall be subject to the exclusive discretion of Provider and cannot be challenged in any way.
3.5 Business Client and Users must safeguard and indemnify Provider, at its first request, against any and all claims, demands, fines, penalties or other charges that Provider is confronted or charged with in relation to any transaction (or offer for a transaction) that such Users have negotiated or concluded through the Platform.
