1.1 What these Terms cover.
These Terms are a framework contract which set out the basis on which Crosspay Ltd (“Crosspay”, “us” or “we”) will enter into Contracts with you (“you” or “Client”).
1.2 Why you should read them?
Please read these Terms carefully before you agree to them, as they will be incorporated into each Contract which is formed between you and us. They explain many of your responsibilities to us and our responsibilities to you, how and when each Contract and these Terms can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the sign-on procedures and agree to the Terms and enter into Contracts if you agree to be bound by these Terms.
1.3 Are you a Business or a Consumer, Micro-Enterprise or a Charity?
In some areas you will have different rights under these Terms depending on whether you are a Business or a Consumer, Micro-Enterprise or a Charity. You can find out if you are a Business, a Consumer, a Micro-Enterprise or a Charity, by looking at clause 3 of these Terms which sets out their meaning. If you are a Business, reference to “you” in these Terms refers to the person acting on behalf of the Business in relation to these Terms.
1.4 Ensuring these Terms are legally enforceable.
For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. These Terms constitute our offer by us to make the services provided by us pursuant to these Terms available to you and you agreeing to these Terms, pursuant to clause 4.1, constitutes your acceptance of these Terms. In order to ensure that these Terms are legally binding, upon you becoming a client, you promise to pay us the sum of one-Pound sterling, upon demand from us, as consideration.
2.INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are.
We are Crosspay Ltd, a company incorporated in England and Wales (company number: 09749104) with its head office and registered office at Queens Court, 9-17 Eastern Road, Romford, RM1 3NH, United Kingdom. We are authorised by the Financial Conduct Authority under the Payment Service Regulations 2017 (register reference 720157) for the provision of payment services.
2.2 Communications between us are to be in English.
These Terms are concluded in England and all communications between you and us shall be in English only.
2.3 How to contact us.
You may contact us in writing by email to email@example.com or by posting a letter to our head office or by phone to (+44) (0)203 096 2255. If there is a requirement for a notice to be sent to us in writing in accordance with these Terms, please send an email to firstname.lastname@example.org .
2.4 How we may contact you.
If we have to contact you we will do so: (a) by telephone to the telephone numbers; or (b) by writing to you at the email address(es) or postal address(es), you provided when agreeing to these Terms or by using any other contact details you have provided to us or have used in communications with us.
2.5 ‘Writing’ includes emails.
When we use the words “writing” or “written” in these Terms, this includes emails.
2.6 The services we provide are subject to the Payment Services Regulations 2017.
The Regulations regulate how Payments must be transmitted and provide protection for the clients of authorised payment institutions.
The definitions set out in this clause apply in these Terms as follows:
4.TERM AND BECOMING A CLIENT
4.1 When will you become a client of ours?
You will be bound by these Terms as soon as we notify you (usually by e-mail) that you have become a client. In order to become a client and before any services can be provided by us, you must provide us with all information reasonably required by us to comply with our legal and regulatory obligations and our own internal risk management processes and tick the box on the Website stating that you agree to be bound by these Terms or sign our application form or otherwise agree to these Terms. You warrant that all information provided to us is true and correct to the best of your knowledge and belief.
4.2 At our absolute discretion we may refuse to open an account for you and may do so without giving any reason.
4.3 These Terms shall come into force on the date that we confirm to you that you are a client and shall remain in force until terminated in accordance with these Terms.
5.1 We may in our absolute discretion enter into Contracts with you in accordance with an Order sent by you. If the currency of the Sale Monies differs to the currency of the requested Payment Monies, set out in the Order, we may also provide you with foreign exchange services prior to executing the Payment.
5.2 Our services do not include the provision of advice.
We do not offer advice under these Terms on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets. Although we may provide you with market information from time to time, we do not provide advice on whether to proceed with, or not proceed with any Payment or the foreign exchange element of any Contract. It is entirely for you to decide whether a FX Contract and your instructions to us, are suitable for you and your circumstances.
6.1 How to place an Order. You may place an Order:
Such Order will be deemed by us as ‘consent’ for the execution of the Payment by you pursuant to regulation 67 of the Regulations.
6.2 The Order must confirm the following details (hereinafter referred to as the “Unique Identifiers”):
(1) into a Beneficiary Account, the details of the Beneficiary Account which shall be:
(a) The IBAN and SWIFTBIC where the Beneficiary’s payment service provider is located outside the UK; or
(b) Such other details that we request from you;
(2) in cash from a Crosspay Payout Partner:
(a) The country and city the Beneficiary intends to collect the money from;
(b) If we have more than one Crosspay Payout Partner in the country the Beneficiary will collect the money from, your preferred Crosspay Payout Partner;
(c) The Beneficiary’s mobile phone number and date of birth.
6.3 If you think that you have provided incorrect Unique Identifiers, you must contact us immediately by telephone or email using the contact details set out in clause 2.3.
6.4 The Order shall be deemed to be received at the time at which it is received except that where the Order is received on a day which is not a Business Day or is received after 4 pm, London time on a Business Day, we have the right to treat your Order as having been received on the next Business Day.
6.5 Following receipt of an Order, we may:
(a) give you an indication that the Order will be accepted upon our receipt in cleared funds of the Sale Monies;
(b)refuse that Order and if we do so, we shall (unless it would be unlawful for us to do so) notify you of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that lead to that refusal. Such notification shall be given to you as soon as practicable following the refusal and we may charge you for such notification where the refusal is reasonably justified. An Order which is refused by us shall be deemed not to have been received for the purposes of clause 6.4; and/or
6.6 request further confirmation or information from you if we consider that such confirmation or information is desirable and/or that Order is ambiguous
6.7 We are entitled to presume that Orders which have come from your email address and/or your telephone number have come from you.
We are entitled (but no obliged) to act upon Orders which are or reasonably appear to be from you. In particular, an Order received from an e-mail address or telephone number registered with us as belonging to you and/or generally used by you to communicate with us shall be sufficient to authenticate an Order as being from you and we shall be entitled to act upon Orders received from any other communication channels provided to us by you. We reserve the right but are not obliged to verify any Orders received or appearing to be received from you by using the details provided by you and held by us.
6.8 How is an Order accepted?
An Order will only be accepted by us after we receive the Sale Monies pursuant to the Order. We shall send you a Contract Note via e-mail confirming acceptance of your Order. Once accepted, such Order will form a Contract. Please note that we are under no obligation to accept any Orders.
6.9 You do not have any right under the Financial Services (Distance Marketing) Regulations 2004 or the Consumer Contracts (Information, Cancellation and Additional Changes) Regulations 2013 to cancel any Order once given.
6.10 You may not withdraw consent for an Order after it has been received by us except if you have agreed with us that the Payment is to be made on a specific day in the future or on the last day of a certain period and the withdrawal of consent is received by us prior to the end of the Business Day preceding the specified day for the making of the Payment or the last day of that certain period.
6.11 Any withdrawal of consent for a Payment, in accordance with clause 6.10, must be received by us using the contact details set out in clause 2.3 and if sent by email it must include a copy of the relevant Contract Note, if received.
6.12 If you revoke a Payment, you will still be liable for the charges agreed with us for making that Payment. You shall bear any additional costs, expenses and losses of us whatsoever that may arise on account of the revocation.
6.13 We will execute the Payment so that the Payment Monies reaches the Beneficiary Account or the Crosspay Payout Partner (as applicable) by:
7.1 Details of the Contract will be confirmed in a Contract Note issued to you by us. The Contract Note shall include the following:
(a) the security reference number for the Payment;
7.2 The Contract remains binding whether or not you receive the Contract Note. If you do not receive the Contract Note within one (1) Business Day of the Contract Date you must notify us, failing which you will be deemed to have received the Contract Note. A failure by us to issue a Contract Note to you will not prejudice the rights and obligations of either party under the concluded Contract, which shall in circumstances comprise details the relevant Order and these Terms.
7.3 The issue by us of any updated or amended Contract Note shall be an agreed variation to the already concluded Contract.
8.1 If Payment is made to a Beneficiary Account, then the arrival of the Payment Monies into the Beneficiary Account is deemed receipt by the Beneficiary.
8.2 If the Payment is made to a Crosspay Payout Partner, then the Beneficiary will need to visit a branch of the Crosspay Payout Partner to collect the Payment Monies in cash. In order for the Beneficiary to collect the Payment Monies, the Beneficiary will need to bring or provide (as appropriate) the following:,
8.3 The Beneficiary may choose to use the Payment Monies to purchase money in a different currency – this arrangement is between the Beneficiary and the Crosspay Payout Partner and is outside the scope of these Terms and the relevant Contract.
9.SAFEGUARDS AND SECURITY
9.1 You must notify us via telephone or by email using the contact details set out in clause 2.3 on becoming aware of the misappropriation of the Online Platform. The misappropriation of the Online Platforms includes:
9.2 You must take all reasonable steps to keep safe the Online Platform. This includes:
9.3 You must take all reasonable precautions to prevent fraudulent use our services.
9.4 We shall contact you via email in the event of suspected or actual fraud or security threats, unless we are of the view that your emails might be compromised, in which case we shall contact you by telephone.
9.5 We may stop or suspend the use of the Online Platform if we have reasonable grounds for doing so relating to:
9.6 Unless doing so would compromise reasonable security measures or be unlawful, before stopping or suspending any use of the Online Platform or immediately after doing so we will securely contact you via email or telephone to the e-mail address or telephone number we hold for you and give our reasons for doing so. As soon as practicable after the reason for stopping or suspending the use of the Online Platform has ceased to exist, we will allow the resumption of your use of the Online Platform and may change or require that you change the existing Passwords (as appropriate).
10.1 Subject to the remainder of clause 10, where it is established that:
we shall refund to you the full amount debited erroneously immediately and the amount debited without authorisation as soon as practicable and in any event no later than the end of the Business Day following the day on which we became aware of the unauthorised Payment, unless we have reasonable grounds to suspect fraud and notify the appropriate authorities.
10.2 Where you are not a Consumer, a Micro-Enterprise or a Charity, it shall be for you to prove that the Payment was not authenticated by you. Failure to do so will mean that you are not entitled to a refund in accordance with this clause 10.
10.3 You will be liable for:
10.4 Except where you have acted fraudulently, you will not be liable for any losses incurred in respect of unauthorised Payments where:
10.5 We shall not be liable for non-execution or defective execution in relation to a Payment which we have made in accordance with a Unique Identifier given to us by you which proves to be incorrect. However, we shall make efforts to trace any non-executed or defectively executed Payment and notify you of the outcome.
10.6 We are liable to you under clause 10 for the correct execution of a Payment unless:
10.7 Under Regulations 79 and 92 of the Regulations, you may be entitled to a refund in certain circumstances where a Payment is initiated by the Beneficiary. It is not anticipated that any Payment will be initiated by a Beneficiary under any services provided by us.
10.8 The provisions in this clause 10 shall survive termination of these Terms and any Contract.
10.9 In some circumstances a number of intermediaries (such as correspondent banks) may be involved in an international Payment such intermediaries may charge fees and expenses. The charges will in most cases (but not always) be deducted prior to delivery of the Payment Monies. These charges are beyond our control and whilst we will endeavour to minimise these for you wherever possible, those charges cannot be calculated in advance. You hereby acknowledge that you shall be liable for these charges.
10.10 We shall not be liable to you for the non-performance of our obligations or the failure to execute any Order if the execution of the Order would be illegal.
10.11 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.
11.1 Where we receive money from you for the purpose of fulfilling the foreign exchange part of the Contract it shall be received into our office account.
11.2 Where we receive:
11.3 We may deduct from money held for you any amount you owe to us including any fees, costs, taxation liabilities or charges incurred by us in relation to you, however they arise, and apply such deduction in meeting such liabilities.
11.4 Where you pay money to us in advance of entering into a Contract, such money will be held by us until a Contract is entered into or a Payment is made. If, following a reasonable amount of time, no Contract is entered into, then the money may be returned to you.
11.5 We accept no responsibility in the event that you send money to the incorrect account.
11.6 We do not accept cash or cheques. We do accept bank transfers to our bank accounts (details of which we shall provide to you) and payment by debit or credit card.
11.7 We will not pay you interest on any money held by us on your behalf.
11.8 We may, at our discretion, make payments to third party introducers.
12.CHARGES AND EXCHANGE RATES
12.1 Our charges vary depending on:
12.2 Exchange rates we offer are set out on our Website and may also be obtained via telephone and email using the contact details set out in clause 2.3. The Sale Monies you send us will be used to purchase the currency of the Purchase Monies. Our exchange rate may be less favourable than some publicly reported commercial exchange rates used in transactions between banks and other financial institutions. Any difference between the exchange rate which we obtain and the exchange rate provided to you will be kept by us, in addition to our transfer charges.
13.1 You warrant and represent to us (such representations and warranties to be made both on the date you sign these Terms and on each Contract Date) that:
13.2 You undertake to inform us with immediate effect, if you are a corporation, where beneficial ownership of your corporation changes by more than 10%.
14.THE ONLINE PLATFORM
14.1 The Online Platform may only be used by persons aged 18 years and older. In order to use the Online Platform, you require access to the internet.
14.2 Upon our approval of your request to use the Online Platform, we grant to you a non- exclusive, non-transferable, non-sublicensable, revocable licence to use the Online Platform until these Terms are terminated.
14.3 Contracts formed through the Online Platform are governed by these Terms.
14.4 We reserve the right to withdraw or amend the service we provide on the Online Platform without notice. We will not be liable if for any reason the Online Platform is unavailable at any time or for any period.
14.5 From time to time, we may restrict access to the Online Platform.
15.1 If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know.
15.2 Complaints are to be addressed to Sarayu Dharmaraj and you may let us know by:
15.4 We will acknowledge receipt of your complaint within 5 business days. We will investigate your complaint and come back to you with the results of our investigation no later than 4 weeks of the date of your complaint, and where your complaint relates to a payment service, no later than 15 days business days of the date of your complaint.
15.5 If we are unable to provide a final response within the timeframe mentioned above, we will inform you and aim to provide a final response within 8 weeks of the date of your complaint, and where your complaint relates to a payment service, within 35 business days of the date of your complaint.
15.6 If you are not satisfied with the manner in which we have dealt with your complaint, or the outcome, then you may refer the matter to the Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR, Tel No 0800 0234 567, Email: email@example.com.
You agree that we may record telephone conversations between you and us and use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute. If we make any recording or transcript we may also destroy them in accordance with our normal procedures.
17.1 To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors of your company and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us upon request we cannot accept your instructions.
17.2 To assist us with meeting our obligations, we may carry out an electronic verification check and credit reference check via third party providers in order to verify your or your shareholders or officers or partners, identity and credit standing. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent of each individual officer and shareholder prior to such checks being carried out.
17.3 We are also obliged to report any reasonable suspicions about instructions received, and transactions and activities performed to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.
18.1 We act as Data Controller with respect to Personal Data relating to:
19.INTELLECTUAL PROPERTY RIGHTS
The Online Platform, our Website, the Mobile App and the content therein and all intellectual property rights pertaining thereto are owned by us or licensed through third parties and all rights, title and interest shall remain our or the property of such third parties. We confirm that we have all the rights in relation to the services that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the services.
20.1 When we may terminate these Terms.
We have the right to terminate these Terms at any time and for any reason by giving you not less than two (2) month’s written notice.
20.2 In the event of such notice being served, these Terms shall terminate upon the date of expiry of the notice, but any Contract subsisting at the date of termination of these Terms shall remain in force until such time as the relevant Contract is completed, closed-out or terminated in accordance with its provisions. Termination of an individual Contract shall not affect the existence of these Terms or any other Contracts which all shall be dealt with in accordance with their own provisions.
20.3 When you may terminate these Terms.
You may terminate these Terms at any time by giving a notice to us via telephone or by email to the addresses set out in clause 2.3.
20.4 Effect of Termination.
Upon termination of these Terms, you will not be able to enter into any new Contracts and your licence to use the Online Platform shall cease.
21.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 21.2 and 21.3.
21.2 Each party may disclose the other party’s confidential information:
21.3 We may disclose confidential information to the person or organisation which introduced or referred you to us, solely as necessary and limited to the purpose of paying such person or organisation an introductory/referral or affiliate fee.
21.4 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
22.1 What happens if we got the price wrong.
It is always possible that, despite our best efforts, some of the Contracts we enter into with you may be incorrectly priced. We will normally check prices before accepting your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we and you shall act reasonably, in order to correct the error.
22.2 Even if we delay in enforcing under these Terms, we can still enforce it later.
If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breach of these Terms or any Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to fulfil the Contract, we can still require you to make the payment at a later date.
22.3 What if something unexpected happens?
We shall have no liability to you under these Terms or any Contract if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default or sub- contractors, provided that you are notified of such an event and its expected duration.
22.4 If a court finds part of these Terms illegal, the rest will continue in force.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
22.5 If you are a Business this is our entire agreement with you.
If you are a Business, these Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
22.6 Do any other terms apply?
22.7 We are not partners and neither of us may act as the other’s agent.
Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22.8 We can make amendments to these Terms.
We may amend these Terms by giving you no less than two months’ notice in writing. If you object to the proposed amendments, you have the right to terminate these Terms without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate these Terms before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. For the avoidance of doubt, the termination of these Terms by any means by you, shall not affect any Contract nor any rights or obligations that have already arisen at the date of the termination.
22.9 If you are not a Consumer, a Micro-Enterprise or a Charity some of the provisions set out in the Payment Services Regulations 2017 do not apply to you. Where you are neither a Consumer, a Micro-Enterprise nor a Charity:
22.10 What happens if you are jointly a client of ours with another person?
Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in these Terms.
22.11 Can you obtain a copy of these Terms or additional information?
You may request and we shall provide a copy of these Terms and any information set out in Schedule 4 of the Payment Service Regulations 2017 at any time prior to termination of these Terms.
22.12 We may transfer this agreement to someone else.
We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under any Contract.
22.13 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee).
You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
22.14 Nobody else has any rights under these Terms.
This contract is between you and us. No other person shall have any rights to enforce any of its Terms.
22.15 Which laws apply?
These Terms and any Contract to which these Terms apply and any disputes or claims arising out of or in connection with these Terms or any such Contract or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.
22.16 Where you may issue proceedings under these Terms.
If you are a Business, you irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) and any Contract to which these Terms apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to these Terms. If you are a Consumer you can bring proceedings in the English Courts, however:
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