Terms and Conditions

I. General Provisions

1. These terms and conditions (hereinafter – Terms and Conditions) set out the terms and conditions as well as procedures, under which we, performing activity under the name of ACEB, undertake, under customer's order and for consideration, to purchase various digital gift cards in our name but at the customer's expense.
2. These Terms and Conditions are binding for all persons (customers) who intend to purchase any digital gift card through website www.aceb.com, which is administered by us – Loyalty Vault SRL (registration number 51229859, address Bdul. Unirii 32 BL.73B ET. 2 AP. 10 ZIP Code 130082, Targoviste, Romania) (hereinafter – we, Agent).
3. These Terms and Conditions are standard and apply to legal relations between customer (hereinafter – you, Customer) and us without negotiation. We undertake to apply these Terms and Conditions in relation to you. By placing an order with us for acquisition of a digital gift card, you also undertake to comply with these Terms and Conditions.
4. Customers must have legal capacity, provide accurate information and use the Website only for lawful purposes. We may refuse to fulfil Customer's order where these requirements are not met.

II. Definitions

The following capitalized definitions in these Terms and Conditions shall have the following meanings:

1. Account means a link generated in Customer's name at the first-time login to the Website, which you can use to login to the Website and identify yourself. Detailed instructions for creating of an Account are provided on the Website.
2. Customer (you) means a person who provides mandate to us to purchase one or more specific digital gift cards for them.
3. Contract of Commission means your order confirmed by us to purchase one or more specific digital gift cards on our name but for your benefit.
4. Gift Card means a virtual (digital) gift card, represented by an unique code/identifier, entitling the holder of it to obtain goods and/or services in a particular amount or value from an issuer of appropriate Gift Card.
5. Order means your order to us to purchase one or more specific Gift Cards for you.
6. Website means our internet website, accessible on http://aceb.com, where you may place your orders for purchase of Gift Cards.

III. Conclusion of Contracts of Commission

1. Submission and confirmation of an Order. A Contract of Commission is concluded by submission to us an Order by you and confirmation of that Order by us. You may submit your Orders to us through your Account.
2. Prices and Payments. Confirmation and fulfilment of your Orders (conclusion and execution of Contract of Commission) is subject to advance payment of a full price of a Gift Card you order to acquire, and commission payment to us. The final amount payable, including the commission payment due to us, will be displayed in the generated Order before you submit it.
3. Right not to confirm an Order. We reserve the right not to confirm your Order on our own discretion. We shall inform you about confirmation of your Order by providing appropriate notification by email or on your Account. All your Orders, approved by us, will be stored on your Account.
4. Moment of conclusion of a Contract of Commission. Upon confirmation of your Order, the Contract of Commission is deemed to have been concluded and instructing and authorising us to purchase Gift Card specified in your Order. After conclusion of Contract of Commission, we shall provide you with the confirmation of the conclusion of the Contract including your express request and acknowledgement of loss of right to withdraw from the Contract of Commission concluded. Composition of Gift Cards to be acquired may not be changed without the written agreement between you and us.

IV. Right of Withdrawal

1. General Right to Withdrawal. Where applicable consumer legislation grants a right to withdrawal, you may exercise that right in accordance with applicable law. Generally, a consumer has the right to withdraw from an agreement concluded remotely (at a distance) within fourteen (14) calendar days (withdrawal period) from the date of its conclusion, without giving any reason, except in the cases provided for in these Terms and applicable laws. To exercise the right to withdraw from a Contract of Commission you must notify us of your such decision before the expiry of the withdrawal period by means of an unequivocal statement sent by e-mail or by any other method made available on the Website.
2. Loss of Right of Withdrawal. By entering into a Contract of Commission, you are asked to expressly request that we commence performance of the Contract of Commission immediately after our receipt of payment before expiring of the 14 calendar days withdrawal period. Also, you are asked prior to placing an Order to expressly confirm that you understand that, once we, having your beforementioned request, commence performance or have fully performed the Contract of Commission, as applicable, you will lose the right to withdraw from the Contract of Commission. Once you expressly request commencement of the Contract of Commission immediately after our receipt of payment and you expressly confirm your understanding of loss of your right to withdraw (by checking a relevant box) and we shall commence performance of the Contract of Commission (where the Contract of Commission is legally characterised as a contract for the supply of digital content not supplied on a tangible medium) or have fully performed the Contract of Commission (where the Contract of Commission is legally characterised as a service contract), you shall lose your right to withdraw from the Contract of Commission.
3. Withdrawal Prior to Commence of Performance. Where, at the time you submit the notice of withdrawal, we have not yet commenced performance of the Contract of Commission, you may exercise the right of withdrawal in accordance with applicable law.
4. Refunds. Where you validly withdraw from the Contract of Commission, we shall reimburse all payments received from you within fourteen (14) calendar days from the date of receipt of your notice of withdrawal, unless your right of withdrawal has ceased or does not apply under applicable law.

V. Payments

1. All payment to us must be made in advance using the payment methods available on the Website.
2. An Order will be processed only after successful payment confirmation.
3. It is your responsibility to cover any fees charged by your payment service provider.

VI. Performance of Contract of Commission

1. We shall start execution of a Contract of Commission without any unreasonable delay. However, if you do not expressly request that we commence performance of the Contract of Commission immediately after receipt of your payment and if you do not expressly confirm your understanding that, once we have commenced the performance or fully performed the Contract of Commission, as applicable, you will lose the statutory right to withdraw from the Contract of Commission as well as from the purchase agreement concluded pursuant to the Contract of Commission (by checking a relevant box), we shall start execution of the Contract of Commission after expiry of the 14 calendar days withdrawal period. We shall use our best efforts to execute your mandate on the conditions most advantageous to you in accordance with our mutual Contract of Commission.
2. Limitation of responsibility for Realization of a Gift Card. We are not a seller nor the issuer of any Gift Cards purchased. Therefore, we assume no responsibility towards you for the failure of a third person (seller or issuer of Gift Card) to perform their obligations. In the event of failure of a third person to perform a Gift Card purchase agreement concluded by us following your Order, we shall immediately inform you and provide you with the information at our disposal related to the fulfilment of your Order and assign you appropriate rights of claim.
3. Deviation from Instructions. We reserve the right to deviate from your instructions related to purchase of a Gift Card where this may be justified by your best interests known to us regardless of possibility to acquire your approval. In a case we have purchased a Gift Card at a higher price than agreed, you shall have to notify us immediately about your refusal to accept such purchase. Otherwise, we shall treat that you have accepted the performance of the Contract of Commission.
4. Prices of Gift Cards. Prices of digital Gift Cards may change at any time, and we in no event provide price protection or refunds in the event of price reduction after conclusion of appropriate gift card purchase.
5. Ownership. Digital gift cards purchased by us at your expense shall be transferred electronically to you and shall become your ownership immediately after its acquisition. However, we reserve the right of retention of the Gift Card purchased in case you fail to perform your obligations in respect to us.
6. Deduction of a remuneration. Agreed remuneration for the commission shall be deducted from your balance immediately after fulfilment of relevant your Order. Invoices for the amounts of commission fees shall be placed on your Account.
7. Delivery of a Gift Card. Any Gift Cards delivery times provided are estimates only. We assume no responsibility for delays caused by issuers, payment providers or technical failures outside our control. You are advised to verify the delivery details before placing your Order.
8. Moment of Performance of Contract of Commission. The relevant contract of commission is deemed performed at the moment the ordered Gift Card has been procured and delivered or otherwise made available to you.

VII. Cashback Program

1. We may, at our sole discretion, operate a cashback program under which eligible Customers may receive cashback in connection with qualifying purchases from certain Issuers of Gift Cards. Participation in our cashback program is voluntary and subject to these Terms, any Cashback Program Rules published by us from time to time, and any conditions imposed by the relevant Issuer of the Gift Cards. Cashback is not guaranteed and is credited only after all eligibility requirements have been satisfied.
2. Cashback eligibility. Cashback shall be performed only when following conditions are met: the qualifying purchases are completed through the Website; the transaction is not cancelled, refunded or reversed; any applicable return or withdrawal period has expired; the issuer of the purchased Gift Card has paid the corresponding commission to us; no fraud, abuse or breach of the Terms is identified; transaction is successfully tracked. We may suspend, reduce, reverse or cancel cashback where we reasonably believe that fraudulent activity, self-referrals, multiple account abuse, manipulation of purchases or any other misuse of the Cashback Program has occurred.
3. Estimated Cashback. Any cashback amount displayed before, during or after a qualifying purchase is provided for informational purposes only and constitute an estimate. The final cashback amount may differ based on the Issuer's confirmation, applicable exclusions, taxes, delivery charges, commission rules or other adjustments applicable to the relevant transaction.
4. Pending Cashback. Cashback may initially be shown as 'Pending'. Pending cashback is provisional only, does not constitute earned funds and does not create any obligation on our part to make such cashback available. Cashback will become "available" only after the relevant transaction has been fully verified and approved in accordance with these terms.
5. Use of Cashback. Once approved, cashback will be credited to your cashback balance and may be used only towards the payment of future eligible orders placed through the Website, in accordance with these Terms and any applicable cashback program rules. Cashback has no cash value, is non-transferable, may not be withdrawn, redeemed or exchanged for FIAT currency, cryptocurrency or any other form of monetary value, and may not be assigned or otherwise disposed of except where required by applicable mandatory law.
6. Cashback Expiration. Unless otherwise stated, approved cashback expires twenty-four (24) months after it becomes available, and any expired balance cannot be reinstated unless required by mandatory law.
7. Cashback Balance. The cashback balance displayed in the Customer's Account is informational. Only cashback marked as 'Available' may be applied towards eligible purchases made through the Website in accordance with these Terms and any applicable cashback program rules. Display of a cashback balance does not create a right to receive any cash payment or other monetary compensation.

VIII. General Provisions Related to Usage of Digital Gift Cards

1. Unless expressly stated otherwise in a specific Contract of Commission, we will purchase digital gift cards on the following terms and conditions that are common practise and/or agreed between us and their respective issuers:
   1. Validity Period. Unless otherwise specified by the relevant issuer Gift Cards are valid for a period of one (1) year from the date of purchase of the gift card ("Validity Period").
   2. Activation. Gift Cards are activated and ready to use immediately upon purchase of them.
   3. Expiration. Each Gift Card will expire automatically at the end of the Validity Period. Upon expiration, any remaining balance on the Gift Card will be forfeited and cannot be redeemed, refunded, or credited.
   4. Non-Extendable. The Validity Period is non-extendable. Issuers of Gift Cards are not obligated to extend the expiration date of any Gift Card under any circumstances.
   5. Non-Refundable. Gift Cards, once purchased, are non-refundable and cannot be exchanged for cash in part or full. This condition applies irrespective of the Gift Card's remaining balance.
   6. Responsibility. It is your responsibility to be aware of the Gift Card's expiration date. Issuers of Gift Cards are not obligated to provide reminders or notifications regarding the impending expiration of Gift Cards. It is advised that all Gift Card holders use their Gift Cards in full prior to the expiration date to maximize the value of their purchase.
2. Prohibitions. It is strictly prohibited to use any of Gift Cards purchased through us for any of the following:
   1. To conduct or engage in any illegal, fraudulent, malicious or otherwise unlawful activity.
   2. To hide or disguise the proceeds of any illegal or unlawful activity.
   3. To conduct or engage in activity in a way that we reasonably believe might harm our ability to provide services, including those under Contracts of Commission.
   4. To engage in any other use or activity that breaches these Terms and Conditions or is not in conformity with our sustainable activities, ensuring human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by us.
3. Certain issuers of Gift Cards may apply specific provisions in relation to usage of their Gift Card. You should check this information usually available on the websites of issuers.
4. We reserve the right, without any prior notice or explanation, to refuse any person from concluding and/or execution of a Contract of Commission if we have reasonable doubt that the activity being carried out by that person is in violation of any of the prohibitions specified in this section.

IX. Obligations and Rights

1. Your obligations:

1. You must ensure the confidentiality of information related to login into your Account. We assume no responsibility for any actions related to the Account not initiated by you and any consequences of them if such actions have been taken and confirmed after logging onto the Account with your passwords. You have to assume all the risk regarding the actions indicated in this clause. You have to immediately notify us of any misuse or unauthorized use of your Account data. We reserve the right to temporarily prevent you from using your Account should we reasonably believe there are signs of misuse of the Account data.
2. By placing an Order, you confirm your understanding that we are not neither seller nor reseller of any digital gift card and we do not exchange, redeem, refund or otherwise take back digital gift cards purchased through us.
3. By placing an Order, you confirm your understanding that legal requirements vary worldwide, and it is your responsibility to make sure that you comply with any and all local legal regulations in appropriate place of residence before purchasing any digital gift cards through us. In any case you confirm that your purchase of a digital gift card through us does not violate any applicable laws and regulations.
4. You are obligated to accept from us everything received under the commission and relieve us from the commitments assumed by us to a third person in the performance of the Contract of Commission.
5. You are obligated pay us for the commission in accordance with the Contract of Commission.
6. You are obligated not use digital gift cards acquired through us and/or possibility to acquire the said gift cards for purposes and/or activities that may harm our brand and image, or for morally or ethically dubious purposes, or purposes which might violate applicable laws and regulations.

2. You are entitled to receive reports on performance of the Contract of Commission.

3. We reserve the right for the purpose of performing of our obligations to conclude a contract of sub-commission with another person, remaining liable towards you.

X. Consent Management

1. Where required by applicable law, we shall obtain, record and manage your consent before processing personal data or using technologies that require prior consent, including non-essential cookies and similar tracking technologies. In such cases we shall request consent through clear and user-friendly interfaces, specifying the specific purpose of the processing of data. Your consent must be freely given, specific and unambiguous.
2. Withdrawal and Modification of Consent. You may withdraw or modify any previously given consent at any time through the consent management tool available on the Website or by other means made available by us. Withdrawal of consent shall not affect the lawfulness of processing carried out before the withdrawal became effective.
3. Consent Records. We may maintain electronic records of consent decisions, including the date, time, consent status, purposes covered and the version of the applicable privacy or cookie notice, for the purpose of demonstrating compliance with applicable law.
4. Effect of Refusing Consent. Refusing or withdrawing consent for non-essential processing shall not prevent you from accessing the core functionality of the Website where such functionality does not depend on the relevant processing. Certain optional features or personalised services may become unavailable where the necessary consent has not been provided.
5. Relationship with the Privacy Policy and Cookie Policy. This section shall be read together with the Privacy Policy and the Cookie Policy. In the event of inconsistency, the document specifically governing the relevant processing activity shall prevail to the extent required by applicable law.

XI. AML, KYC and Sanctions Compliance

1. No Standard Identity Verification. We do not ordinarily require Customers to complete identity verification in order to use the Website or place Orders. However, we reserve the right to request information, documentation or identity verification where required by applicable law or where we reasonably consider it necessary to investigate suspected fraud, sanctions violations, money laundering, terrorist financing, misuse of our services or any other unlawful or prohibited activity.
2. Compliance Measures. Where we request information or verification under the Clause 1, we may delay, suspend, reject or cancel an Order, or suspend or restrict access to all or part of our services, until the requested information has been provided and any required compliance checks have been completed. If a Customer fails to provide the requested information within reasonable period of time, we may refuse to process the relevant Order or discontinue the provision of our services to that Customer.
3. AML and Sanctions Compliance. We reserve the right to refuse or discontinue the provision of our services, reject or cancel any Order, where we reasonably determine that this is necessary to comply with applicable anti-money laundering, counter-terrorist financing, sanctions or other legal or regulatory requirements, or where we reasonably suspect fraud, sanctions evasion or any other unlawful activity.

XII. Account Suspension and Termination

1. We may suspend or terminate an Account where reasonably necessary due to fraud or attempted fraud; material breach of these Terms; security concerns; legal or regulatory requirements; repeated payment failures or abusive conduct.

XIII. Intellectual Property

1. All intellectual property rights relating to the Website, software, trademarks, logos, graphics, texts and other content remain our exclusive property or property of the respective rights holders. No licence is granted except the limited right to use the Website for personal consumer purposes. The Customer shall not copy, modify, distribute or exploit Website content without prior written consent.

XIV. Limitations of Responsibilities

1. We do not warrant that purchased Gift Cards will be free from defects, continuously available or error free, or that defects will be corrected in a timely manner or at all. Consequently, you agree and accept that all Gift Cards and all related information are provided on an "as is" and "as available" basis without warranty of any kind, express or implied.
2. We do not warrant that the Gift Cards purchased through us (including those provided in the exemplary list on the Website), will meet your requirements. Any relations regarding use/withdrawal/redemption of Gift Cards purchased through us are exclusively between you and the relevant issuer of the Gift Card as well as all complaints regarding use/withdrawal/redemption of Gift Cards purchased through us shall be directed exclusively to the relevant issuer only.
3. We do not exchange, redeem, refund or otherwise take back Gift Cards purchased through us.
4. To the fullest extent permissible by law, we make no representations, warranties or conditions of any kind, express or implied, with respect to Gift Cards or any purchases made with Gift Cards, including without limitation, any express or implied warranty of fitness for a particular purpose, title, or non-infringement, or any warranty arising by usage of trade, course of dealing, or course of performance.
5. We do not assume any obligations and/or responsibilities regarding any third party's intellectual property rights related to Gift Cards.

XV. Limitation of Liability

1. We shall exercise reasonable care and skill in performing our obligations. To the fullest extent permitted by applicable law, we shall not be liable for losses arising from acts or omissions of Gift Card issuers, payment providers or other third parties outside our reasonable control. Nothing in these Terms excludes or limits liability that cannot be excluded under mandatory consumer protection law.

XVI. Force Majeure

1. Neither Party shall be liable for delay or failure to perform obligations caused by events beyond its reasonable control such as natural disasters, war, terrorism or civil unrest, government measures or sanctions, cyberattacks or telecommunications failures, failures of payment systems or third-party infrastructure and others.

XVII. Data Protection

1. We shall process your personal data in strict accordance with Regulation (EU) 2016/679 (GDPR), applicable Romanian legislation and the Privacy Policy published on the Website. We shall maintain personal data obtained from you, or on your behalf, within the geographical limits of the European Union.

XVIII. Amendments to the Terms and Conditions

1. We reserve the right to amend in our own discretion at any time these Terms and Conditions by publishing an updated text on the Website.

XIX. Validity of the Terms and Conditions

1. Should any provision of these Terms and Conditions appear to be in conflict with mandatory law and therefore null and void, this shall not make all the Terms and Conditions or the Contracts of Commission concluded on the basis thereof null and void. In such a case we shall undertake to replace the null and void provision of the Terms and Conditions with economically and legally nearest its equivalent.

XX. Complaints. Alternative Dispute Resolution

1. Customers may submit complaints using the contact details published on the Website. Our details for paper communication: Loyalty Vault SRL, address Bdul. Unirii 32 BL.73B ET. 2 AP. 10 ZIP Code 130082, Targoviste, Romania.
2. We shall acknowledge complaints without undue delay.
3. Where applicable, consumers may use competent Alternative Dispute Resolution bodies.
4. Consumers may also access the European Online Dispute Resolution platform where available under applicable law.

XXI. Cookies

1. The Website uses cookies and similar technologies to ensure its proper operation, improve functionality, analyse traffic, personalise content and, where applicable, provide personalised advertising.
2. Cookies are processed in accordance with our Cookie Policy and applicable data protection legislation, including Regulation (EU) 2016/679 (General Data Protection Regulation) and Directive 2002/58/EC, as amended.
3. Where required by law, non-essential cookies will be placed on your device only after obtaining your prior consent through the Website's cookie consent mechanism.
4. You may withdraw or modify your cookie preferences at any time through the cookie settings available on the Website.
5. Further information regarding the categories of cookies used, their purposes, retention periods and the methods for managing cookie preferences is available in our Cookie Policy published on the Website.

XXII. Miscellaneous

1. Waiver. Any failure or delay by any Party in exercising any right or remedy in one or many instances shall not prohibit a Party from exercising it at a later time or from exercising any other right or remedy.
2. Effect. All provisions of Contract of Commission which by their nature shall be intended to continue shall survive termination, including terms relating intellectual property restrictions and reimbursement of damages.
3. Accrued rights. Termination of Contract of Commission shall not affect accrued rights and obligations of either Party except unless such rights were accrued unlawfully.
4. Governing Law. These Terms and Conditions have been prepared with reference to the law of the Republic of Romania.
5. Dispute Resolution. Any legal disputes arising from or in relation to the agreements concluded based on these Terms and Conditions shall be handled at a court of the Republic of Romania.
6. Notices. Any notice required under these Terms and Conditions to be given by a Party shall be given in writing, in the English language, and shall be sent by e-mail, addressed to the other Party as indicated in respective.