DEFINITIONS

For these Terms, the following expressions or capitalized words when used herein shall have the following meaning:

• “Account” is a virtual space detached for You by means of software and intended for the use of TransferOp, the access to which is provided for You automatically upon Your successful registration, verification, all required onboarding procedures under the law and Our internal policies and procedures, as well as upon acceptance of these Terms;
• “Chargeback” means a transaction cancellation initiated by the End-User Customer;
• “Customer” shall mean a company or sole proprietor entering into the Agreement with TransferOp and for which TransferOp processes Transactions related to the Customer service and products.
• “Effective Date” shall mean the date on which Customer becomes bound by this Terms;
• “End-User”, shall mean any person or entity who accepted these Terms in entirety, and has the right and authority to bind oneself to these Terms and not barred or otherwise legally prohibited from accessing or using TransferOp;
• “TransferOp” (“We”/“Our”/“Us”) shall mean TRANSFEROP PAYMENT GATEWAY LTD, the company registered at 2110-650 WEST GEORGIA STREET, VANCOUVER BC V6B 4N9, CANADA, which owns and operates TransferOp Services, as well as its agents, servicers, and assignee of this Agreement;
• “Services” or “TransferOp Services” means payment collection services.

Any other terms, not defined in this Section, shall be interpreted pursuant to applicable laws, mentioned herein.
In these Terms, headings are inserted for ease of reference only and do not affect the interpretation of these Terms.
If there is any inconsistency between these Terms and any other terms set out on the Website, these Terms will prevail (except as expressly contemplated by these Terms).

PURPOSE OF THESE TERMS

If you sign up for a TransferOp Account on the Website these Terms will form a binding Agreement between us and you. By accessing and using the TransferOp Service:

• you agree to these Terms; and
• where your access and use is on behalf of a business entity, you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

If you do not agree to these Terms, you are not authorised to access and use the TransferOp Service, and you must immediately stop doing so.

You must not access and use the TransferOp Service (as a Guest or otherwise), unless you are at least 18 years old. You must not impersonate any other person, operate under an alias or otherwise conceal your identity.

CHANGES TO THESE TERMS

We may change these Terms at any time by email to your nominated email address or by posting a notice on the Website. You are responsible for ensuring you are familiar with the latest Terms.

If you continue to access and use the TransferOp Service from the date on which the Terms are changed, you agree to be bound by the revised Terms.

Description of Service

The Services enable Customers to send both local and international money transfers directly to a recipient's account via SWIFT ands payments. Funds are transmitted to recipients via electronic funds transfer, wire transfer or other electronic methods. The Services, as described herein, may be amended by us at any time, upon notice. Moreover, we retain full discretion to refuse to accept any user or to complete any Transaction at any time.

The Service includes foreign exchange services. Foreign currency transactions are translated into the currency using the spot exchange rates at the dates of the transactions.

We intend to continually update and improve the functionality of the TransferOp Service, for example, to include new functionalities and/or features and/or to delete existing functionalities and/or features without notifying you in advance.

YOUR RESPONSIBILITY FOR YOUR TRANSFEROP USER ID

You must keep your TransferOp User ID secret and must not share your TransferOp User ID with any other person or permit any other person to use your TransferOp User ID. You are solely responsible for any activity carried out using your TransferOp User ID. You must immediately notify us if you become aware of any disclosure or unauthorised use of your TransferOp User ID, by sending an email to the relevant Support Email Address.

TRANSFEROP’S RIGHTS REGARDING PAYMENTS MADE WITH THE TRANSFEROP SERVICE

We reserve the right to cancel or refuse to process any payment or impose limitations on the size, frequency and time frame of the payments we allow you to receive using the TransferOp Service. If we cancel, refuse to process a payment or impose any such limitation we do not have to give you a reason for doing so.

PROHIBITED ACTIVITIES

You must use the TransferOp Service in accordance with these Terms, solely for your own lawful, internal business or personal purposes and must not resell or make available the TransferOp Service to any third party, or otherwise commercially exploit the TransferOp Service. When accessing and using the TransferOp Service, you must not:

• maintain more than one TransferOp User ID, except for a business/personal distinction
• provide incorrect, incomplete or inaccurate information when you use the TransferOp Service (including when you provide information about your End Users)
• make or collect an overpayment – you must not use the TransferOp Service to overpay your tax, supplier, insurance, rent, etc. or to collect funds which aren’t owed to you in the framework of a commercial transaction
• split up one payment in several transactions other than for the purpose of using different Payment Cards

When accessing the TransferOp Service, you must:

• not impersonate another person or misrepresent authorisation to act on behalf of others or us;
• correctly identify the sender of all electronic transmissions;
• not attempt to undermine the security or integrity of the Underlying Systems;
• not use, or misuse, the TransferOp Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the TransferOp Service;
• not attempt to view, access or copy any material or data other than:
  • that which you are authorised to access; and
  • to the extent necessary for you to use the TransferOp Service in accordance with these Terms; and
  • neither use the TransferOp Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading.

DATA

You acknowledge that:

• we may require access to the Data to exercise our rights and perform our obligations under these Terms (including to provide customer service, enhance the user experience of our product, comply with regulatory or other partner requirements (including but not limited to KYC checks, screening, identity verification and transaction monitoring); and

You represent that all Data you provide to us either directly or through the integration of your Application with the TransferOp Service (including End User’s personal data) is correct, complete or accurate, and that you are authorised to provide that Data. You must arrange all consents and approvals that are necessary for us to access the Data.

You acknowledge and agree that we may:

• use Data and information about your use of the TransferOp Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
• use Analytical Data for our internal research and product development purposes, marketing, and to conduct statistical analysis and identify trends and insights; and
• share Analytical Data to third parties;
• our rights with respect to Analytical Data above will survive termination or expiry of these Terms; and
• title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

Personal Data

• You acknowledge and agree that to the extent Data (including End User data obtained through use of the API) contains personal data, in collecting, holding and processing that information through the TransferOp Service, we are acting as your agent for the purposes of the Personal Data Protection Act and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
• While we will take standard industry measures to back up all Data stored using the TransferOp Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
• You agree that we may store Data (including any personal data) in secure servers in the countries we provide services in. We may access that Data (including any personal data) in those countries from time to time.

CONFIDENTIALITY

Each Party must, unless it has the prior written consent of the other party:

• keep confidential at all times the Confidential Information of the other party;
• effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
• disclose the other party’s Confidential Information to its personal or professional advisors on a need to know basis only and, in that case, ensure that any personal or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with this clause.

The obligation of confidentiality in this clause does not apply to any disclosure or use of Confidential Information:

• for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
• required by law (including under the rules of any stock exchange);
• which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
• which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
• by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause.

INTELLECTUAL PROPERTY

Subject to this clause, title to, and all Intellectual Property Rights in the TransferOp Service, the Website, the Content, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid-up transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the TransferOp Service.

If you provide us with ideas, comments or suggestions relating to the TransferOp Service or Underlying Systems (together feedback):

• all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
• we may use or disclose the feedback for any purpose.

TERMINATION

Closing your TransferOp Account

• You may request us to close your TransferOp Account at any time by contacting us at the relevant Support Email Address or at any other email address as published on our Website for this purpose.
• We may, in our sole discretion, without any penalty or liability whatsoever, restrict or suspend your access to use of the TransferOp Service, including closing your TransferOp Account or deleting your Data, at any time without prior notice to you if you fail to comply with these Terms, or if we consider that it is in our legitimate interest to do so, including if we consider that you have:
• undermined, or attempted to undermine, the security or integrity of the TransferOp Service or any Underlying Systems;
• used, or attempted to use, the TransferOp Service:
• for improper purposes; or
• in a manner, other than for normal operational purposes, that materially reduces the operational performance of the TransferOp Service;
• transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be objectionable, incorrect or misleading; or
• otherwise materially breached these Terms.

Consequences of termination

• Closing your TransferOp Account or termination of these Terms:
• does not affect either party’s rights and obligations , including Chargebacks and any other fees for the provision of the TransferOp Service accrued prior to termination;
• does not affect our right to apply any payment(s) to your Payment Card where such payment(s) have already been made by us in accordance with your instructions prior to termination; and
• automatically cancels any payments that you have scheduled using the TransferOp Service or that have not been received at the time of termination.
• No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any TransferOp Fees that you have already paid.
• Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

KEEPING OUR SERVICE AVAILABLE TO YOU

We aim to make our service available to you on a 24/7 basis, but it may occasionally be temporarily unavailable to permit scheduled updates or maintenance, or in the event of Force Majeure. We will use reasonable efforts to include a notification on the Website in advance of any unavailability.

We do not accept any liability for any consequences of unavailability, including your inability to schedule or receive a payment.

THIRD PARTY SITES

The TransferOp Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster of those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content, products or services of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. If you decide to access any External Sites, you do so at your own risk.

INDEMNITY, LIMITATIONS AND DISCLAIMER

Indemnity

• You agree to fully indemnify and hold us, our shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders, partners and employees (each an ‘Indemnified Party’) harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, demands, damages, settlements, penalties, fines, costs and expenses (including losses attributable to any chargeback of a payment transaction, economic loss, accounting fees and court and legal costs assessed on a solicitor-client basis and other dispute resolution expenses) suffered or incurred by any Indemnified Party arising whether directly or indirectly from:
• your negligent act or omission, wilful default, misconduct or fraud;
• incorrect or misleading information or instructions received from you;
• any unauthorised use of the Website and/or of the TransferOp Service;
• your failure to comply with any reasonable instructions issued by us from time to time;
• your unauthorised use or disclosure of the Confidential Information and/or personal data of any party;
• that any Data infringes the rights of a third party (including Intellectual Property Rights and Privacy Rights) or that the Data is objectionable, incorrect or misleading;
• your failure to comply with these Terms or any agreement with us, including any failure of a person who accesses and uses our Website by using your TransferOp User ID; or
• any claim by a third party against any Indemnified Party in respect of any of the above.

Limitation on liability

WARRANTIES

Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

To the maximum extent permitted by law:

• our Website and the TransferOp Service are provided to you ‘as is’, ‘as available’ and without any representation or warranty of any kind, whether express, implied or statutory (including any implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, compliance with any description, non-infringement or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise, all of which are expressly disclaimed.
• we do not guarantee continuous, uninterrupted, secure, error-free or virus-free access to any part of the TransferOp Service, and the operation of our Website may be interfered with by numerous factors outside of our control. We make no representations or warranties regarding the amount of time needed to complete the processing of any payment or delivery of payments to the Payee. By using the TransferOp Service, you acknowledge and agree that internet transmissions are never completely private or secure and that it is possible that the data on the TransferOp Service can be mistakenly released, lost, hacked or accessed by unauthorized users. You understand that any Data you upload or send using the TransferOp Service or make available to us through the TransferOp Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

• supplying the TransferOp Service again; and/or
• paying the costs of having the TransferOp Service supplied again.

GOVERNING LAW

These Terms, all matters relating to your use of our Website and all matters relating to the use of the TransferOp Service shall be governed by, and construed in accordance with, the laws of Canada. By using the TransferOp Service you submit to the exclusive jurisdiction of the Courts of Canada.