Terms & Conditions | Stable Mint

1. Preliminary Provisions

1.1. These terms and conditions (the “Terms” or the “Agreement”) govern the legal relationship between you (the “Applicant” or the “Client”) and us, Stable mint Ltd (“Stable Mint”), a limited liability company registered in Malta with company registration number C 109060, having its registered office at Level 2, The ‘Fort’, HardRocks Business Park, Burmarrad Road, Naxxar, NXR 6345, Malta, in respect of the Services.

1.2. Stable Mint is licensed by the Malta Financial Services Authority (the “MFSA”) as a Financial Institution under the Financial Institutions Act (Cap. 376 of the laws of Malta) and is authorised: (a) to issue and redeem electronic money tokens; (b) to provide the payment services listed in paragraph 2 of the Second Schedule to that Act as specified in its authorisation, namely services enabling cash to be placed on a payment account and all operations required for operating a payment account, services enabling cash withdrawals from a payment account, execution of payment transactions (including direct debits, payment transactions through a payment card or similar device, and credit transfers including standing orders), and money remittance; and (c) to provide, as an electronic money issuer, custody and administration of crypto-assets and transfer services for crypto-assets on behalf of clients under Article 60(4) of Regulation (EU) 2023/1114 (“MiCA”). The authorisation is strictly limited to services exclusively in relation to electronic money tokens. Particulars of the licence and the specific services covered by it may be obtained from the Financial Services Register on the website of the MFSA: https://www.mfsa.mt/financial-services-register/.

1.3. Stable Mint will only provide the Services to the Applicant once the Applicant has:

1.3.a. read and confirmed agreement to these Terms;
1.3.b. provided Stable Mint with all such information and documentation as may be reasonably required for Stable Mint to comply with its regulatory obligations in terms of Maltese law; and
1.3.c. been onboarded by Stable Mint as a client in compliance with all AML/KYC requirements.

1.4. Stable Mint may change, suspend or discontinue aspects of the Services in accordance with the Amendments section of these Terms. Nothing in these Terms permits Stable Mint to suspend or limit the right of redemption of Tokens at par value under Article 49 of MiCA, save to the extent strictly required by applicable law.

2. Additional Services and the Master Services Agreement

2.1. These Terms govern the issuance and redemption of Tokens and the use of the Platform. Custody and administration services and payment services (including payment-account functionality, third-party payments and remittance) are available to eligible legal-person clients under a separate master services agreement executed with Stable Mint (the “Master Services Agreement” or “MSA”), which incorporates its own service schedules.

2.2. Where a Client has executed a Master Services Agreement, the MSA prevails over these Terms as between Stable Mint and that Client to the extent of any conflict. These Terms continue to apply to all holders of Tokens in respect of the Tokens themselves, including the right of redemption.

3. Interpretation

3.1. In these Terms unless the context requires otherwise:

3.1.a. unless defined elsewhere in these Terms, capitalised terms shall have the meaning assigned thereto in Schedule 1;
3.1.b. headings are inserted for convenience only and will not affect the construction or interpretation of these Terms;
3.1.c. words importing the singular include the plural and vice-versa;
3.1.d. any reference to a statute, statutory instrument, or other regulations includes all provisions, rules and regulations made thereunder and will be construed as reference to such statute, statutory instrument, or regulations as amended, consolidated, re-enacted or replaced from time to time;
3.1.e. a reference to any party shall include that party’s permitted assignees and successors in title.

4. The Tokens

4.1. Stable Mint issues and redeems Tokens. The Tokens constitute electronic money tokens as defined under MiCA, each pegged to the value of its referenced official currency. Tokens are issued at par value, with each unit fully backed by reserves of liquid financial assets denominated in the same official currency as the currency referenced by the relevant Token: funds received in exchange for EURSM are held in euro-denominated deposits and assets, and funds received in exchange for USDSM are held in US dollar-denominated deposits and assets, in each case in accounts with credit institutions or in secure, low-risk assets qualifying as highly liquid financial instruments with minimal market, credit and concentration risk, in compliance with Article 54 of MiCA and applicable safeguarding requirements. Tokens are not designed to create returns or profits for holders, increase in value, or otherwise accrue financial benefit to the holders thereof.

4.2. Each Token is issued under, and further described in, the crypto-asset white paper published by Stable Mint for that Token (the USDSM white paper and the EURSM white paper, each as amended from time to time), available on the Stable Mint website.

4.3. Stable Mint does not grant, and the Client shall not receive, any interest, yield, reward or other benefit related to the length of time for which Tokens are held, whether paid directly or provided indirectly through any related service, in accordance with Article 50 of MiCA. The sole entitlement attaching to a Token is the right to redemption at par value in accordance with these Terms and Article 49 of MiCA.

4.4. The Tokens are offered to the public solely under, and in accordance with, the crypto-asset white papers notified to the MFSA and published by Stable Mint. The applicable white paper constitutes the primary disclosure document for the relevant Token, and nothing in these Terms limits or varies any right of a holder stated in the applicable white paper or arising under MiCA. In the event of any inconsistency between these Terms and the applicable white paper in respect of holder rights, the white paper prevails.

5. Eligibility

5.1. Tokens will only be issued by Stable Mint to persons that are legal persons and that qualify as Authorised Participants and are fully onboarded with Stable Mint in accordance with these Terms.

5.2. Once Tokens have been issued in favour of Client, the Client may transfer or trade any of the Tokens that they hold to third parties (including natural persons), subject to the restrictions set out in these Terms, any applicable regulatory restrictions and/or sanctions.

5.3. Although not eligible to be issued Tokens directly by Stable Mint, holders of Tokens who are not onboarded with Stable Mint may nevertheless request Stable Mint to redeem their Tokens, subject to the acceptance and full onboarding with Stable Mint.

5.4. The Services are available to legal persons only, and Stable Mint does not actively offer the Services to natural persons. However, any holder of Tokens, including a natural person, may register with Stable Mint solely for the purpose of exercising the right of redemption in accordance with section 9, subject to acceptance and completion of onboarding and all AML/KYC requirements (a “Redemption-Only Client”). These Terms apply to a Redemption-Only Client only to the extent relevant to the redemption of Tokens, and nothing in these Terms deprives a Redemption-Only Client who is a consumer of any protection afforded to consumers by applicable law.

6. The Platform

6.1. Stable Mint onboards Applicants as clients and provides the Services exclusively through the Platform, being the online client dashboard operated by Stable Mint and accessible at https://dashboard.stablemint.io. Access to the Platform is provided following completion of Stable Mint’s onboarding process; the Platform does not offer self-serve registration. Prospective clients, including holders seeking registration as Redemption-Only Clients, are onboarded through the process made available by Stable Mint.

6.2. To access the Services, the Client must first be onboarded and authenticated with the Platform using the credentials issued to it.

6.3. The Platform allows the Client to, amongst others:

6.3.a. receive notifications on the progress of its onboarding as a client of Stable Mint;
6.3.b. submit requests for Tokens to be minted and issued in its favour;
6.3.c. submit requests for its Tokens to be redeemed by Stable Mint; and
6.3.d. manage and action the requests referred to in the two preceding sub-paragraphs and, where a Master Services Agreement is in place, such further functionality as is described in that agreement.

6.4. Entering an incorrect passcode consecutively multiple times may automatically terminate the connection and block the Platform. Stable Mint might not inform the Client that the account has been blocked immediately, however the Client will be notified that the account has been blocked or suspended upon the next login attempt on the Platform.

6.5. In the event that Stable Mint becomes aware of any unauthorised use of the Platform or if Stable Mint suspects that the password has been compromised and/or misappropriated by a third party, Stable Mint shall communicate with the Client using such secure procedure/s as Stable Mint shall consider necessary and/or appropriate in the circumstances. This may include contacting the Client on any contact number or email address indicated by the Client during the account opening process.

6.6. Subject to the Liability section of these Terms and to any provision of applicable law that cannot be excluded (including, where applicable to the Client, the provisions of Central Bank of Malta Directive No 1 on unauthorised payment transactions), Stable Mint shall not be liable for any transaction effected on the Platform by an unauthorised third party, or for any unauthorised access or unauthorised instructions, where the relevant access or instruction resulted from the Client’s failure to keep its credentials secure or from the compromise of systems within the Client’s control.

6.7. It is the Client’s responsibility to ensure that the system through which the Client is accessing the Platform (including the equipment and the software) conforms to the technical requirements of the Platform.

6.8. The Client agrees to keep their user credentials details secure to prevent any unauthorised use of them on the Platform. The Client must contact Stable Mint immediately, either via the Platform or via email ([email protected]), if the Client suspects that their user credentials details may have been disclosed to, or obtained by, a third party and that the security of those details may be in jeopardy.

6.9. When the Client has completed its transaction/s on the Platform, they shall ensure that they have properly logged out of the Platform.

6.10. To the maximum extent permitted by applicable law and subject to the Liability section of these Terms, Stable Mint shall not be liable for loss resulting from the Client’s use of the Platform caused by system errors, defects or delays in transmission, failures of third-party infrastructure or the internet, operational failures or interruptions (including denial-of-service attacks and other technological faults), or matters relating to the Client’s own devices, save where such loss results from Stable Mint’s gross negligence, wilful default or fraud.

6.11. Stable Mint reserves the right to suspend, at any time, the Services provided on its Platform. Stable Mint will endeavour to inform the Client in advance of any anticipated and/or routine service or system interruptions on its part.

6.12. Stable Mint is entitled to send instructions, communications and notifications, including announcements to the Client by email or through the Platform. The Client will be deemed to have received and to have been duly notified of any instruction, communication and notification sent via email or through the Platform as soon as such instruction, communication and notification is sent. The Client shall use such methods of communication to communicate with Stable Mint, provided that any such communication methods shall not impair Stable Mint from imposing any communication methods or formalities as it shall reasonably require for the provision of specific instructions, communications and notifications, whether in accordance with these Terms or otherwise.

6.13. Stable Mint shall consider every request, instruction or transaction received through the Platform as a request, instruction or transaction authorised by the Client. Stable Mint shall be under no duty to verify the identity or authority of the person making any such request, giving any such instruction, or effecting any such transaction, or the authenticity of same, apart from verifying the user ID, password or security access code and applying strong customer authentication where required by applicable law.

6.14. Stable Mint will not check the authenticity, validity or correctness of any request, instruction or transaction received through the Platform and is deemed to be authorised by the Client to act on any such request, instruction or transaction.

6.15. Stable Mint may refuse to carry out an instruction or immediately terminate the execution of an instruction or reverse any instruction made through the Platform, in whole or in part, if it reasonably believes that the instruction is invalid or has not come from the Client or if it believes that the Client has not acted in accordance with these Terms or for any other justifiable reason. The Client shall hold Stable Mint harmless from any liability for any loss he may suffer as a result of Stable Mint’s refusal in these circumstances and shall immediately indemnify Stable Mint for any loss they may suffer as a result of any such circumstance/s.

6.16. Stable Mint will only act on the Client’s request or instruction insofar as it is in Stable Mint’s opinion, not suspicious, practicable and reasonable to do so, and in accordance with Stable Mint’s regular business and internal procedures.

6.17. Stable Mint shall ensure that all transactions effected through the Platform are carried out as soon as reasonably practicable. However, some transactions may take time to process, particularly if the service is suspended, such as for maintenance reasons. Stable Mint shall not be liable for any damages incurred or suffered by the Client as a result of any such delay. The Client accepts that once a transaction has been processed, it cannot be stopped, modified or delayed.

6.18. Once a request for the issuance or redemption of Tokens has been accepted and successfully processed, the Client will be able to view the full transaction details on an online statement through the Platform. Stable Mint is under no obligation to provide the Client with a physical receipt or other written confirmation in connection with any transaction.

6.19. Stable Mint may suspend or restrict access to the Platform, in whole or in part, where necessary to address an ICT or security incident, to carry out planned maintenance, to comply with a legal or regulatory requirement, or to protect the integrity of the Platform or the interests of Clients, in each case managed in accordance with Stable Mint’s ICT risk-management framework under Regulation (EU) 2022/2554 (DORA). Stable Mint shall give reasonable advance notice of planned maintenance through the Platform and shall notify Clients of unplanned suspensions, and of the handling of any major ICT-related incident, as soon as practicable and in accordance with applicable law. No suspension of the Platform limits the right of redemption of Tokens at par value, and Stable Mint shall maintain an alternative means for holders to submit redemption requests during any prolonged suspension.

7. Client Onboarding

7.1. In order for an Applicant to avail themselves of the Services, they must first be onboarded as a client by Stable Mint.

7.2. In order to be onboarded as a client of Stable Mint, an Applicant must first register and create an account on the Platform. Thereafter, the Applicant must submit a request to be onboarded as a client through the Platform, provided however that Applicants that qualify as Authorised Participants may alternatively submit such request via email at the following email address: [email protected].

7.3. Following submission by an Applicant of a request to be onboarded as a client, Stable Mint will carry out the necessary know your customer and anti-money laundering checks in accordance with applicable law and regulation and Stable Mint’s anti-money laundering policy. When carrying out checks as aforesaid Stable Mint will request certain information, and the Applicant is required to provide the information requested.

7.4. Any requests for information by Stable Mint to the Applicant shall be made through the Platform. The Applicant will also be notified of the status of the onboarding process through the Platform.

7.5. Stable Mint may, at its sole discretion, decline to onboard an Applicant as a client for any reason whatsoever. In the event that Stable Mint exercises its discretion and decides not to onboard an Applicant as a client, it will communicate its decision to the Applicant. Stable Mint is under no obligation to inform the Applicant of the reason(s) for them not being onboarded as a client of Stable Mint.

8. Issuance of Tokens

8.1. Once an Applicant has been onboarded by Stable Mint as a Client, and provided the Applicant qualifies as an Authorised Participant, they will be eligible to be issued Tokens by Stable Mint.

8.2. In order to be issued Tokens the Client must first submit a mint request form through the Platform, setting out, amongst others, the currency, the number of Tokens to be issued, the blockchain on which they shall be issued, the details of the bank account from which the consideration for the minting and issuance of Tokens will be remitted to Stable Mint and the address of the Client’s Digital Wallet. No minimum amount applies to mint requests.

8.3. Upon approval of the minting request by Stable Mint, the Client is obliged to deposit funds corresponding to the number of Tokens requested into the designated account provided by Stable Mint. The funds must match the currency and amount specified for each Token unit in the request. Should the funds not originate from the bank account details specified by the Client in the mint request form submitted through the Platform, Stable Mint reserves the right to decline the transaction and return the funds to the originating account. This ensures compliance with financial regulations and the integrity of the minting process.

8.4. Once Stable Mint has received the funds from the Client for the minting and issuance of Tokens (from the same bank account details provided by the Client in the mint request form submitted through the Platform), Stable Mint will mint the required number of Tokens and transfer the Tokens to the Client’s Digital Wallet.

8.5. Stable Mint shall mint and issue the Tokens at par value without undue delay following receipt of the funds and the satisfactory completion of all applicable AML/CFT, sanctions and screening checks, in accordance with Article 49(3) of MiCA.

8.6. Where a Client receives payment services from Stable Mint under an executed Master Services Agreement, funds received by Stable Mint for the account of that Client (whether from the Client or from a third party) may, following the checks set out in the MSA, be credited and tokenized: Stable Mint issues to the Client Tokens at par value in the amount and currency of the funds received, without undue delay, without the need for a prior mint request.

8.7. Stable Mint reserves the right to cancel or nullify a request for the minting and issuance of Tokens where the request contains a bug, mistake, or an actual or suspected breach of these Terms.

9. Redemption of Tokens

9.1. A holder of Tokens may submit a request to Stable Mint to have any of their Tokens redeemed by Stable Mint at par value, by submitting a redemption request form through the Platform, setting out, amongst others, the number of Tokens to be redeemed, the blockchain, the address of the Digital Wallet from which the Tokens will be transferred to Stable Mint and the details of the bank account to which the redemption proceeds are to be remitted by Stable Mint to the Client. No minimum amount applies to redemption.

9.2. Once the request has been screened by Stable Mint, the Client will be required to transfer the Tokens to be redeemed to the Operational Wallet of Stable Mint. If the Tokens are not transferred by the Client from the Digital Wallet address provided by the Client in the redemption request form submitted through the Platform, Stable Mint may reject the transfer and return the Tokens to the Digital Wallet from which they were transferred.

9.3. Once Stable Mint has received the Tokens to be redeemed from the Client, (from Digital Wallet address provided by the Client in the redemption request form submitted through the Platform), Stable Mint will burn the required number of Tokens and remit the redemption proceeds to the account details provided by the Client in the redemption request form submitted through the Platform.

9.4. Redemption is at par value, free of charge, and shall be effected without undue delay following receipt of the Tokens and the satisfactory completion of all applicable AML/CFT, sanctions and screening checks, in accordance with Article 49 of MiCA. The Client acknowledges that bank charges, intermediary bank fees and similar third-party charges in respect of the fiat transfer leg of the redemption may be applied by the relevant credit institutions and that Stable Mint has no control over such third-party charges.

9.5. Stable Mint reserves the right to cancel or nullify a request for the redemption of Tokens where the request contains a bug, mistake, or an actual or suspected breach of these Terms.

9.6. Stable Mint publishes on the Platform, for each Token and each supported blockchain, the applicable cut-off times, the expected processing periods for redemption requests and any operational dependencies (including banking rails and on-chain confirmation times). Published processing periods are indicative operational information only and do not limit or condition the right of redemption at par value.

9.7. Where the remittance of redemption proceeds fails because the payment is rejected or returned by a credit institution, Stable Mint shall notify the holder without undue delay, request verified alternative payment instructions, and remit the proceeds upon receipt and verification of those instructions. Until the proceeds are remitted, the holder’s redemption claim remains outstanding and is not extinguished by the failed payment.

9.8. Where the contractual relationship between Stable Mint and a Client terminates, any holder of Tokens who requests redemption within a period of one (1) year after the date of termination shall be redeemed the full monetary value of the Tokens held, in accordance with paragraph R3-3.3.7 of the MFSA Financial Institutions Rule FIR/03. This paragraph is without prejudice to the right of redemption under Article 49 of MiCA and applies notwithstanding the Termination section of these Terms.

10. Prevention of Money Laundering and Funding of Terrorism

10.1. Stable Mint has certain responsibilities under the Prevention of Money Laundering Act (Cap. 373, Laws of Malta) and regulations issued thereunder. This includes seeking confirmation of the identity and permanent address of Stable Mint’s Clients. The Client may be asked to provide documents to establish the correctness of the details provided by the Client to Stable Mint.

10.2. The Client undertakes and agrees to promptly provide Stable Mint with any information requested and that all information provided will be accurate and up to date. If Stable Mint believes that any information is outdated or inaccurate, Stable Mint will contact the Client for further information. Stable Mint reserves the right to have the Client undergo the verification process again, should Stable Mint deem this necessary in its sole and absolute discretion. Stable Mint shall not be held liable for any losses incurred as a result of the Clients failure to update information provided to Stable Mint.

10.3. In the event that the Client fails to provide any information requested by Stable Mint to verify the identity of the Client, validate sources of funds or validate transactions, Stable Mint reserves the right to suspend, close or limit the Client’s access to the Platform and/or the Services for such period(s) as Stable Mint shall consider necessary or appropriate.

10.4. The Client acknowledges that Stable Mint, or a third party acting on Stable Mint’s behalf, will verify any information provided, in compliance with the legal obligations to which Stable Mint is subject.

11. Prohibited Jurisdictions

11.1. The access and usage of the Services is prohibited for Applicants or Clients (as applicable) who reside in, are located in, are a citizen of, are incorporated in, have registered office in, or are in any other way subject to the jurisdiction of (i) a country or territory that is currently the subject of any sanctions or trade embargos administered or imposed by (1) the United Nations Security Council, (2) the European Union or any member state of the European Union, (3) U.S. authorities, in particular OFAC and the U.S. Department of State, (4) the country of residence of the Applicant or Client, or (5) other economic sanctions or trade embargos issued by another authority having jurisdiction over the Applicant or Client (as applicable) or their assets, (ii) a jurisdiction identified by the Financial Action Task Force (“FATF”) for strategic AML/CFT deficiencies and included in FATF’s listing High-Risk Jurisdictions, (iii) a jurisdiction in which the use of the Services is prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction ((i) to (iii) together the “Prohibited Jurisdictions”).

11.2. Further, the Services provided by Stable Mint may not be available in countries where the use thereof is prohibited by local law. If in doubt, the Client should contact a legal adviser. Stable Mint will not be responsible for the use of its services by persons in countries where the use of such services is prohibited. The Client warrants that before entering into these Terms, they have checked and ascertained that the provision of the services to said Client does not violate and/or breach any law, rule, regulation and/or code of practice.

11.3. The Client hereby agrees to indemnify Stable Mint on first written demand in respect of any action, claim or proceeding brought against Stable Mint as a result of the Client breaching this section of the Terms and/or using any of Stable Mint’s services that are prohibited by local law in the Client’s country of residence and/or domicile. The Client will remain liable for any costs Stable Mint incurs in this regard.

11.4. The current list of jurisdictions treated by Stable Mint as Prohibited Jurisdictions under the criteria set out in this section is published on the Platform and may be updated from time to time to reflect changes in applicable sanctions and Stable Mint’s risk assessment. In the event of any doubt, the criteria in this section prevail over the published list.

12. Client Representations and Warranties

12.1. The Client represents and warrants that:

12.1.a. the performance of these Terms by the Client will not violate or conflict with any applicable law or regulation;
12.1.b. the Client has the necessary authority, and has obtained all necessary consents, to enter into these Terms;
12.1.c. any funds supplied by the Client for any purpose in connection with these Terms shall be, at all times, free from any charge, hypothec, pledge, encumbrance or any other security interest whatsoever, and shall be beneficially owned by the Client and the Client will indemnify Stable Mint against all claims or demands made by any person in relation thereto;
12.1.d. the Client is in compliance with all laws to which they are subject, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements;
12.1.e. the information provided by the Client to Stable Mint is complete and accurate in all respects and is not misleading in any respect;
12.1.f. the Client is not subject to the jurisdiction of a Prohibited Jurisdiction;
12.1.g. neither the Client nor any of its directors, ultimate beneficial owners or authorised representatives is a person listed on, or owned or controlled by a person listed on, any applicable sanctions list, or ordinarily resident in, located in or organised under the laws of a Prohibited Jurisdiction;
12.1.h. the Client has not been the subject of any insolvency, bankruptcy, dissolution, receivership, administration or analogous proceeding, and is not aware of any threatened proceeding of that nature.

12.2. The above warranties and representations shall be deemed to be repeated on each day for the duration of your relationship with us until these Terms are terminated.

12.3. The Client shall notify Stable Mint without undue delay if any of the representations and warranties in this section becomes materially inaccurate, including in relation to its ownership or control, its sanctions status, any insolvency or analogous proceeding, or the source of the funds used to acquire Tokens.

13. Indemnity

13.1. The Client agrees to defend, indemnify, and hold harmless Stable Mint, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) a breach of these Terms by the Client; or (ii) the Client’s use of the Platform, (iii) the minting and issuing of Tokens in favour of the Client; and/or (iv) the redemption of any Tokens by the Client.

14. Liability

14.1. Stable Mint shall not be liable for: (a) any Loss suffered or incurred by the Client as a result of or in connection with the provision of any of the Services and/or use of the Platform unless and to the extent that such Loss is suffered or incurred as a result of Stable Mint’s gross negligence, wilful default or fraud; (b) any Loss due to actions taken by Stable Mint in accordance with its rights under the Terms; or (c) any consequential or other indirect Loss suffered or incurred by the Client.

14.2. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, or any liability of Stable Mint under a provision of MiCA or of Central Bank of Malta Directive No 1 that cannot be derogated from as against the relevant Client. The exclusions in the Platform section of these Terms are subject to this paragraph.

15. Intellectual Property and Information Technology

15.1. The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, branding and get-up, video and audio, and the design, selection, and arrangement thereof), are owned by Stable Mint, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These cannot be copied, used or imitated without the prior written consent of Stable Mint and all rights not expressly granted to you in these Terms are reserved by Stable Mint.

15.2. Stable Mint grants the Client a non-exclusive, revocable, royalty-free and non-transferable licence to use the Platform solely for the purpose of using the Services.

15.3. The Client expressly acknowledges that certain components or modules of the Platform are built upon and/or contain open-source software. Stable Mint has no control or ownership over such open-source software.

15.4. Stable Mint makes no warranties or representations, whether express or implied, statutory or otherwise in relation to the Platform.

15.5. The Client shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the modules, components and scripts, source code or underlying ideas or algorithms of the Platform; (ii) modify, translate, or create derivative works based on the Platform; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Platform; (iv) create any link to the Platform or frame or mirror any content contained on, or accessible from, the Platform; and/or (v) otherwise replicate or seek to replicate the functionality or look and feel of the Platform.

16. Tokens on the Blockchain

16.1. The Tokens are issued and operate on the decentralised and open-source blockchains and protocols listed on the Platform and in the applicable white paper from time to time. Stable Mint reserves the right to operate on additional or alternative blockchains and/or protocols in the future. Blockchains and protocols can sometimes experience events called “forks” where an alternative version of a blockchain or protocol is created. Where forks occur, it is possible that multiple versions of a Digital Token available on such blockchain or protocol could be created. Due to the nature of the Tokens, if a fork creates two or more Digital Tokens which purport to be a Token, it is only possible for one of those Digital Tokens to be a Token. As a result, in the event of a fork only the Tokens on the particular blockchain or protocol that Stable Mint announces on its Platform as being supported by Stable Mint are Tokens. Any other Digital Tokens resulting from the fork are not Tokens.

16.2. Stable Mint is under no obligation to support any particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Tokens resulting from a fork of a blockchain. Where a blockchain or protocol on which Tokens are issued is forked, Stable Mint may elect to suspend Services temporarily or for an extended period of time on little or no notice. Stable Mint will determine, in its sole discretion, whether to support a particular fork of a blockchain or protocol or whether to cease support for all version of a particular blockchain or protocol. Where Stable Mint determines to cease support for a particular blockchain or protocol, you will take any and all actions reasonably necessary to effectuate the migration of your Token to a supported blockchain or protocol identified by Stable Mint. Stable Mint assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your Token to another blockchain or protocol identified by Stable Mint.

16.3. Stable Mint assumes no liability or responsibility whatsoever for any losses or other issues that might arise from Stable Mint electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Tokens resulting from a fork of a blockchain or protocol.

16.4. Where a fork, migration or discontinuation of a supported blockchain requires the migration of Tokens to another blockchain or protocol, each party shall bear its own costs of the migration. Stable Mint shall not charge the Client any fee for a migration that Stable Mint itself initiates, and no migration limits the right of redemption of Tokens at par value.

17. Communications

17.1. By accepting these Terms, the Client is consenting to Stable Mint sending Communications via the Platform or through email correspondence sent to the primary email address indicated by the Client when onboarded through the Platform.

17.2. It is the Client’s responsibility to ensure that all Communications received from Stable Mint have been reviewed and addressed (where necessary).

17.3. Stable Mint shall have no liability to the Client for any direct, indirect or consequential loss arising from breach of confidentiality or otherwise if any other person has sight of or obtains access in any manner to any Communication sent to the Client’s email address. Internet communications cannot be guaranteed to be timely, secure, delivery error free or virus free. Stable Mint shall not accept any liability for any errors, non-delivery or omissions which may arise with e-mail communications. Proper receipt by Stable Mint of any e-mail or communication through the Platform shall be conclusive evidence of any instructions transmitted by the Client.

17.4. Instructions in respect of the Services may be given only through the Platform (or, where activated, the authenticated API) by duly authenticated users. Email and telephone are communication channels only and are not valid channels for instructions, save where Stable Mint expressly agrees otherwise in writing, in which case Stable Mint may act in good faith on an instruction reasonably believed to be genuine and shall not be liable for so acting.

17.5. All Communications, documents, information or notes sent by Stable Mint to the Client shall be in English.

17.6. These Terms are concluded in English and all Communications between Stable Mint and the Client shall be in English. The Client may request a copy of these Terms in force, on paper or in another durable medium, at any time.

18. Taxation

18.1. Stable Mint does not provide any advice on taxation or the Client’s tax position. The Client therefore remains entirely responsible for its tax affairs, including making any applicable declarations, returns and payments and complying with any applicable laws and regulations. Stable Mint strongly advises the Client to understand the tax consequences of entering into any transaction under these Terms and to seek appropriate legal, accounting or tax advice. Stable Mint shall not accept liability for any adverse tax consequences arising from the provision of the Services and is hereby irrevocably authorised to disclose information on the Client’s affairs and/or on the underlying beneficiary (where applicable) to the relevant tax authorities according to law.

18.2. If Stable Mint believes that the Client is required to report their income or may be subject to tax in another country, it may be obligatory for Stable Mint to share information about the Client’s account/s with the Maltese and/or other countries’ tax authorities. In such circumstances, Stable Mint may be required to disclose information about the Client’s account/s either directly to the respective overseas tax authority or to the Maltese tax authority, who may share that information with the appropriate overseas tax authorities. To facilitate any such reporting, Stable Mint may request additional information from the Client. If the Client does not provide any requested information within a reasonable time or within any stated deadline, Stable Mint may be obliged by the law and/or regulations governing Stable Mint, including but not limited to Stable Mint’s obligations under the Agreement between the Government of the United States of America and the Government of the Republic of Malta to Improve International Tax Compliance and to Implement FATCA (L.N. 78 OF 2014), as may be replaced, varied or supplemented from time to time, to withhold all or parts of any specified receipts on the Client’s account. Any withheld amounts may have to be passed on to the Maltese or relevant overseas tax authorities. Stable Mint will only do this where it is believed, in Stable Mint’s absolute discretion, that Stable Mint is required to do so under any governing law, regulation and/or applicable requirement.

18.3. The tax treatment of electronic money tokens varies by jurisdiction and may change. The Client should obtain its own tax advice in each jurisdiction relevant to it, and no reporting, information sharing or communication by Stable Mint in relation to tax matters creates any advisory relationship or constitutes tax advice.

19. Record Keeping

19.1. Stable Mint shall retain records of its communications with the Client, including written communications and communications through the Platform, and records of transactions and services provided, for a minimum period of five (5) years from the date of the relevant record or, where the record relates to the client relationship, from the end of that relationship, and for up to seven (7) years where the MFSA so requires, in accordance with paragraph R3-2.14 of the MFSA Financial Institutions Rule FIR/03. Records are retained in a form sufficient to enable the MFSA to monitor Stable Mint’s compliance with applicable requirements, and may be used by Stable Mint for the purpose of administering the Client’s account on the Platform, training purposes, to evidence compliance with regulatory requirements, or as evidence in court in the event of a dispute.

20. Data Protection

20.1. Stable Mint will process any personal data provided by the Client in accordance with its privacy policy. The Client hereby acknowledges and confirms that they have been informed of the contents of Stable Mint’s privacy policy. The privacy policy may be accessed at https://stablemint.io/legal/privacy-policy and may also be requested by email to [email protected]. All privacy and data protection matters may be raised with Stable Mint’s Data Protection Officer at [email protected].

21. Set-Off

21.1. If the Client has failed to pay Stable Mint any amount owed under any agreement they have entered to with Stable Mint, Stable Mint may utilise any money it owes to the Client to reduce or repay the amount owed to Stable Mint by the Client.

21.2. The above described right of set-off right may be exercised by Stable Mint even if the amount owed by the Client is dependent on another event or has not yet become due, if Stable Mint reasonably believes that the Client will be unable to pay the amount when it becomes due.

21.3. Stable Mint may exercise the above described right of set-off without giving advanced notice thereof to the Client if Stable Mint reasonably believes that the Client will do something to prevent Stable Mint from obtaining repayment by set off.

21.4. By entering into these terms the Client, hereby irrevocably and unconditionally authorise Stable Mint to implement these provisions regarding set-off, which authorisation is given as a mandate by way of security to Stable Mint. Stable Mint hereby declares to have an interest in the mandate granted herein.

21.5. Notwithstanding the foregoing, no right of set-off, retention or counterclaim shall be exercised by Stable Mint against funds safeguarded for the benefit of Token holders, against the proceeds of any redemption of Tokens, or against any other funds held for or owed to the Client in a safeguarded or client-money capacity, and nothing in this section limits the right of redemption of Tokens at par value.

22. Amendments

22.1. Changes in these Terms and/or any other agreement/s in place between Stable Mint and the Client which are not in the Client’s favour may take place at any time, by giving notice to the Client at least two (2) months in advance of the proposed date of effectiveness of the changes, unless a change in applicable law or regulation requires Stable Mint to take immediate action, in which case such changes shall be effective immediately without the need for Stable Mint to provide prior notice.

22.2. The Client may either accept or reject the changes before the date of their proposed date of entry into force. The Client will be deemed to have accepted any changes to the Terms and/or any other agreement/s in place between Stable Mint and the Client conducted in accordance with the first paragraph of this section above in the absence of any formal rejection by the Client.

22.3. In the event that the Client rejects any changes made to the Terms and/or any other agreement/s in place between Stable Mint and the Client conducted in accordance with the first paragraph of this section above, the Client’s agreement with Stable Mint shall automatically terminate on or before the date of the implementation of the proposed changes.

23. Termination

23.1. The relationship between Stable Mint and the Client is indefinite and shall remain in force until it is terminated.

23.2. The Client may terminate the relationship with Stable Mint at any time by written notice. Stable Mint may terminate the Client relationship by giving the Client not less than two (2) months’ notice.

23.3. Stable Mint may also terminate the Client relationship immediately without giving prior notice if:

23.3.a. Stable Mint reasonably believes that the Client has infringed any terms of the Agreement and/or given Stable Mint any false information;
23.3.b. the Client and/or its authorised representatives behave in a manner that makes it inappropriate for Stable Mint to continue providing the services (for example, by abusing employees of Stable Mint);
23.3.c. the Client places Stable Mint in a position where it might break a law, regulation, code or other duty which applies to Stable Mint if it maintains these Terms in force;
23.3.d. the Client has become bankrupt, insolvent or is unable to pay debts as they fall due;
23.3.e. any step, application or proceeding has been taken by or against the Client or in respect of the whole or any part of its undertaking, for a voluntary arrangement or composition or reconstruction of its debts, winding up, bankruptcy, dissolution, administration, receivership or otherwise or any analogous proceeding in any jurisdiction;
23.3.f. the Client exposes Stable Mint to action or censure from any government, regulator or law enforcement agency; or
23.3.g. Stable Mint determines, at its sole discretion, that the relationship with the Client is prejudicial to its interests.

23.4. Upon termination of these Terms: (a) the Client shall transfer all of its Tokens to the Operational Wallet; and (b) following receipt by Stable Mint of the Tokens as aforesaid, Stable Mint shall burn the Tokens and transfer the redemption proceeds thereof to the account details last notified by the Client to Stable Mint through the Platform.

23.5. The termination of these Terms shall be without prejudice to any other rights or remedies Stable Mint may be entitled to hereunder or at law and shall not affect the coming into or the continuance in force of any provision of these Terms which is expressly or by implication to come into effect or to continue in effect after such termination. Any indemnities granted in favour of Stable Mint under these Terms shall survive termination of the Terms.

23.6. Termination of these Terms does not affect the status of Tokens already issued. Any Tokens outstanding at termination remain redeemable at par value, free of charge, in accordance with Article 49 of MiCA and the Redemption section of these Terms, including the one-year post-termination redemption right referred to in that section.

24. Assignment

24.1. The Client may not transfer or assign any of its rights or obligations under these Terms without the prior written consent of Stable Mint.

24.2. Stable Mint may assign or transfer any of its rights or obligations under these Terms or the entire Agreement by giving the Client not less than two (2) months’ prior written notice, provided that: (a) the assignment or transfer does not reduce the Client’s rights under these Terms or under applicable law; (b) any transferee of obligations relating to the Tokens is duly authorised to assume them; and (c) the holder’s redemption claim in respect of the Tokens is preserved in full. When assigning or transferring its rights or obligations or the entire Agreement as aforesaid, Stable Mint shall notify the Client in text form through the Platform.

25. Complaints

25.1. A Client wishing to make a complaint may do so through the Platform or by emailing our support team ([email protected]). Stable Mint’s complaints procedure is available on the Platform and the Client may request a copy of this procedure at all times. A copy of Stable Mint’s complaints procedure is also annexed to these Terms (Schedule 2).

25.2. Stable Mint shall provide a final written response to a complaint within fifteen (15) working days of receipt. In exceptional circumstances, where a response cannot be given within that period for reasons beyond Stable Mint’s control, Stable Mint shall send a holding reply indicating the reasons for the delay and the date by which the final response will be received, which shall in no case exceed thirty-five (35) working days from receipt. If the complainant does not receive a final response within these timeframes, or is dissatisfied with the response, the complainant may refer the matter to the Office of the Arbiter for Financial Services in accordance with Schedule 2.

26. Fees and Expenses

26.1. Any compensation including fees, brokerage and similar charges payable to Stable Mint for its Services shall be calculated and paid in accordance with Stable Mint’s Schedule of Fees and Charges, which may be amended from time to time at the sole discretion of Stable Mint. Such compensation shall be payable at such times as may be stated in the attached Schedule of Fees and Charges or otherwise at such frequency as may be notified reasonably in advance by Stable Mint to the Client from time to time. Stable Mint shall give at least two (2) months’ notice of any proposed increase of any such fees and charges, in accordance with the Amendments section. An updated Schedule of Fees and Charges may be obtained from Stable Mint at any time by the Client upon request.

26.2. In addition to the fees and charges set out in the Schedule of Fees and Charges, the Client may also be charged ancillary fees and expenses (e.g.: regulatory levies, professional fees, broker commissions, legal fees, remittance bank charges, delivery and return costs, postage and telephone costs and other similar charges), which enable or are necessary for Stable Mint to provide the Services to the Client or which may otherwise be disbursed by Stable Mint for the benefit of the Client. In addition to the foregoing, Stable Mint may charge such fees and expenses as may be communicated to the Client prior to the provision of Services by Stable Mint.

26.3. The redemption of Tokens at par value is free of charge at all times in accordance with Article 49 of MiCA. No fee or charge under these Terms or the Schedule of Fees and Charges applies to the redemption itself.

27. Waiver and Severability

27.1. Our failure to insist on you strictly complying with the Terms or any act or omission on our part will not amount to a waiver of our rights under the Terms.

27.2. If any provision of these Terms is or becomes invalid or unenforceable, the provision will be treated as if it were not in the Terms, and the remaining provisions of the Terms will still be valid and enforceable. Nothing in this section permits the severance or disapplication of Stable Mint’s obligation to redeem Tokens at par value under Article 49 of MiCA, which remains in force in all circumstances.

28. Entire Agreement

28.1. These Terms and the documents referred to herein constitute the entire agreement between Stable Mint and the Client in connection with the provision of the Services and replace all previous agreements and correspondence between the parties in relation to the Services, save that, where the Client has executed a Master Services Agreement, that agreement prevails as set out in section 2. Stable Mint shall not be liable to the Client for loss arising from any representation, statement or undertaking made prior to these Terms other than those expressly incorporated or referred to herein. Nothing in this section limits liability for fraud or fraudulent misrepresentation.

29. Governing Law and Jurisdiction

29.1. These Terms are governed, construed and interpreted in accordance with the laws of Malta and the parties irrevocably submit to the jurisdiction of the Maltese courts in respect of any disputes arising in connection with these Terms.

Schedule 1: Definitions

“Authorised Participant” means a legal entity accredited with Stable Mint by an executed Master Services Agreement for the purpose of requesting the issuance or redemption of Tokens.

“Communications” means information provided by Stable Mint relating to the Services, including information on any transactions conducted, agreements or policies which the Client has agreed to, any updates to those agreements or policies and any other information related to the Services and to the Client’s account with the Platform.

“Digital Token” means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology.

“Digital Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens.

“Electronic Money Token” means a Digital Token that purports to maintain a stable value by referencing the value of an official currency.

“Loss” means any loss, damage, liability, cost, claim, expense or charge of any kind, whether direct or indirect.

“Master Services Agreement” or “MSA” has the meaning given in section 2.

“Operational Wallet” means the Digital Wallet of Stable Mint, details of which may be notified to the Client from time to time through the Platform.

“Platform” means the online client dashboard operated by Stable Mint, accessible at https://dashboard.stablemint.io, through which the Services are provided.

“Fees and Charges” means the fees and charges due by the Client to Stable Mint.

“Prohibited Jurisdiction” has the meaning given in section 11.

“Services” means the issuance and redemption of Tokens and the use of the Platform, together with, where the Client has executed a Master Services Agreement, the services provided under that agreement.

“Tokens” means the Electronic Money Tokens issued and redeemed by Stable Mint in accordance with these Terms and the crypto-asset white papers published by Stable Mint for USDSM and for EURSM, each as amended from time to time.

Schedule 2: Complaints Procedure

The Complaints Management Procedure (the “Procedure”) of Stable Mint Limited (the “Company”) shall provide the relevant information to eligible natural or legal persons wishing to lodge a Complaint (the “Complainant”) to the Company.

The Procedure outlines the process to be followed in order to ensure that Complaints are handled promptly, equally, fairly and efficiently.

Filing a Complaint

Complaints may be made ideally in writing, addressed to the Complaints Management Function of the Company, by email to [email protected] or by mail to Stable mint Ltd, Level 2, The ‘Fort’, HardRocks Business Park, Burmarrad Road, Naxxar NXR 6345, Malta.

Complaints shall be addressed to the Company’s Complaints Management Function.

In case the Complaint has been made verbally, the Company shall make a summary of the Complaint and request the Complainant to confirm in writing the said summary and send a signed copy of the Complaint to the Company.

The Complainant should provide the Company with as much detail as possible to enable the Company to resolve the concerns fairly, effectively and promptly. The Complainant should provide at least the following information:

Name and address of the Complainant;
Contact details of the Complainant (e.g. telephone number and/or email address);
If the Complaint is being handled by an external representative, include external representative name and contact details;
A description of the Complaint and how it affected the Complainant;
Supporting documentation for the Complaint; and
When the incident(s) occurred.

The Company also confirms that Complaints may be lodged free of charge.

Acknowledgement, Investigation and Resolution

When the Company receives a Complaint, it shall acknowledge receipt of the Complaint in writing within two (2) business days of receipt of the Complaint. The acknowledgement shall include the Company’s Complaints Procedure.

A Complaint can be lodged by any reasonable means – for example letter, email, telephone or in person. Should a Complaint be made verbally, the Company shall either (i) ask the Complainant to lodge the Complaint in writing or (ii) make a summary of the Complaint and request the Complainant to confirm the summary in writing and send a signed copy of the Complaint to the Company. If the Client makes a Complaint but does not follow-up in writing, the Company will nevertheless investigate the Complaint.

The Complaints Management Function will investigate the Complaints received. Such function may also appoint an employee(s) of sufficient standing and competence to investigate or assist with the investigation. Such persons should not have been directly involved with the subject matter relating to the Complaint. Third-party legal advisors may also be appointed as necessary.

The Company shall seek to gather and investigate competently, diligently and impartially all relevant evidence and information regarding the Complaint. In this regard the Company will take into consideration the following factors:

the subject matter of the Complaint;
whether the Complaint should be upheld;
what remedial action or redress (or both) may be appropriate; and
if appropriate, whether it has reasonable grounds to be satisfied that another party may be solely or jointly responsible for the matter alleged in the Complaint.

The Company shall provide a final written response to a Complaint within fifteen (15) working days of receipt. In exceptional circumstances, where a final response cannot be provided within that period for reasons beyond the Company’s control, the Company shall send a holding reply indicating the reasons for the delay and the date by which the Complainant will receive the final response, which shall in no case exceed thirty-five (35) working days from receipt of the Complaint.

When the investigation is completed, the Company will:

offer redress or remedial action when the Company decides this is appropriate;
explain to the Client promptly and in a way that is fair, clear, and not misleading, the assessment of the Complaint, the decision on the matter and any offer of remedial action or redress. In this regard the Company shall always communicate in plain language, which is clearly understood by the Client; and
comply promptly with any offer of remedial action or redress accepted by the Client.

A ‘final response’ is a written response from the Company which:

accepts the Complaint and, where appropriate, offers redress or remedial action; or
offers redress or remedial action without accepting the Complaint; or
rejects the Complaint and gives reasons for doing so.

When providing a final response which does not fully satisfy the Complainant’s request, the Complainant may refer the Complaint to the Office of the Arbiter for Financial Services established under the Arbiter for Financial Services Act (Cap. 555), as further indicated in Appendix I to this Procedure.

The Office of the Arbiter for Financial Services, N/S in Regional Road, Msida MSD 1920, Malta. Freephone (local calls): 80072366; Telephone: (+356) 21249245. Further details: https://www.financialarbiter.org.mt.