Terms and Conditions
Last updated: March 5th, 2020
Globiance Holdings Ltd (Reg number 11731046, United Kingdom), GlobiancePay Limited (Reg number 2031177, British Virgin Islands) trading as GlobiancePay (the “Service Provider”) provides business and merchant account opening services to individuals and business clients by referring them to licensed banking partners. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services; “Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks and service providers are open for their full range of normal business in the United Kingdom “Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement; “Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement; “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); “Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement; ‘Fees and limits” means the transaction charges and account limits set by a third party provider and not by the Service Provider “Services” means the services to be provided by the Service Provider to the Client in accordance with Clause 1 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and “Website” https://globiancepay.com “Term” means the term of the Agreement as defined therein. 1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a “Party” or the “Parties” refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.
2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the business account and merchant services sector.
2.3 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.5 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.
2.6 The Service Provider shall use all reasonable endeavors to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
3.1 The Client shall use all reasonable endeavors to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
3.2 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
3.3 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
3.4 If any consents, licenses or other permissions are needed from any third parties, it shall be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
3.5 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
4.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.
4.2 The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
4.3 All payments required to be made pursuant to the Agreement by either Party shall be made in advance of the service being provided.
4.4 All payments required to be made pursuant to the Agreement by either Party shall be made in EUR in cleared funds to such bank in the United Kingdom or any European Country as the receiving Party may from time to time nominate.
4.5 Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
4.6 Any sums which remain unpaid following the expiry of the period set out in Agreement shall incur interest on a daily basis at 2% above the base rate of Barclays from time to time until payment is made in full of any such outstanding sums.
4.7 Ongoing Fees and Limits on specific accounts provided by a third party will be determined by the Bank and not determined by the Service Provider – it will be The Client’s responsibility to check the specific terms & conditions of each provider should they wish to proceed.
5.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
5.2 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
5.3 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.
5.4 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.
5.5 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
5.6 Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement.
5.7 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
5.8 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
6.1 The Service Provider shall guarantee that the Services provided will be available to any individual or business that can be fully identified and is trading in a legally, law abiding manner.
6.2 If after having obtained a positive pre-approval and having supplied all necessary supporting identification or other documents your business account or merchant service is declined because of the nature of your business, any fees paid will be partially refunded.
6.3 If your business account or merchant service is declined because of any other reason, such as falsifying information, failing to provide requested documents or to send in the correct documentation, trading illegally, or any other reason other than those stated in 6.2, then no fees will be refunded.
6.4 In case the account opening fails to intentional default on the client-side:
a) the KYC check for severe reasons (listed in PEP / Sanction List / Financial Crime / Prison sentence/ bad credit history checks), as well as adverse media.
b) does not provide needed documents which are requested by the compliance department after multiple reminders and reasonable time given the service provider will stop the work and not refund any fees paid already.
By agreeing to the terms & conditions the client confirms not to have served a prison sentence for a financial crime, was ever convicted for a financial crime, is not in any sanctions list, does not have a negative credit score in credit databases, has not been rejected as a director and is not a politically exposed person or family member of one, also not acting on behalf of a PEP, and that there are no adverse media about the client publicly available that would prohibit the onboarding. If the client has provided false information the service provider will not issue any refund.
7.1 Each Party undertakes that, except as provided by Clause 11 of the Agreement or as authorized in writing by the other Party, it shall, at all times during the continuance of the Agreement and after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of Clause 11 of the Agreement.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
220.127.116.11 any sub-contractor or supplier of that Party;
18.104.22.168 any governmental or other authority or regulatory body; or
22.214.171.124 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
a) to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 126.96.36.199 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 11 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.3 The provisions of Clause 11 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
8.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
8.2 In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
9.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 3 of the Agreement.
9.2 Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 24 hours written notice to the other at any time prior to the expiry of the Term specified in Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 24 hours.
9.3 Either Party may terminate the Agreement by giving to the other not less than 24 hours written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).
9.4 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
9.4.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 30 Business Days of the due date for payment;
9.4.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.4.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
9.4.4 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
9.4.7 the other Party ceases, or threatens to cease, to carry on business; or
9.5 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.6 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
Upon the termination of the Agreement for any reason:
10.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
10.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
10.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
10.4 subject as provided here and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
10.5 each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement
13.1 The times and dates referred to in the Agreement shall be for guidance only and shall not be of the essence of the Agreement and may be varied by mutual agreement between the Parties.
15.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.
15.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranty
16.1 In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
17.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
17.2 Nothing in Clause 24 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
17.3 The decision and outcome of the final method of dispute resolution under Clause 24 of the Agreement shall be final and binding on both Parties.
18.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of the United Kingdom.
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