GENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS
CP CARD LTD
Identification Number: 13142561
Registration Date: 19.01.2021
Email address: info@squirrel-pay.com
Website: squirrel-pay.com
THE MAIN PROVISIONS
1.1 These General Terms and Conditions govern your use of the Payment Gateway, as well as the Standard Operating Procedure and Processing Agreement concluded between the Squirrel Limited Liability Company (hereinafter referred to as the "Company") and the Client (hereinafter referred to as the "Client" and "Company"). collectively referred to as the "Parties") constitute the entire agreement between the Parties (hereinafter referred to as the "Agreement").
CONCEPTS AND DEFINITIONS
2.1 If, in accordance with the applicable rules of payment systems, any term should have a different meaning than that specified in this document, such term is subject to interpretation in accordance with the rules of the payment system.
2.2 The terms used in this document have the meaning specified in this paragraph, provided that they are capitalized:
2.2.1 "Man-hour" is a unit of measurement of working time equal to one hour of actual work of one person.
2.2.2 "Acquirer" is a financial institution that carries out the full volume of financial transactions related to settlements and payments by Card.
2.2.3 "Issuing Bank" means the bank that issues and maintains the Card.
2.2.4 "Public authority" means any Government or its governmental or regulatory body, or its political subdivision, or any of its agencies, instruments or authorities, or any court or arbitrator (public or private).
2.2.5 "Card" is a means of non-cash transfers intended for the Cardholder to perform transactions using funds in a bank account opened by the Issuing Bank in the name of the Cardholder under an agreement between such Cardholder and the Issuing Bank.
2.2.6 "Cardholder" means an individual or an authorized representative of the legal entity in whose name the Card was issued.
2.2.7 "Payment System" means the international payment system "Visa", the international payment system "MasterCard" and other digital money transfer operators.
2.2.8 "Payment Gateway" is a hardware and software package deployed in the Payment System that allows you to automate the process of accepting and making payments. Page 2 of 16 2.2.9 "Standard Operating Procedure" means the order of communication between the Client and the Company, published on the Company's website.1
2.2.10 PAP ("Squirrel Analytical Platform") means a payment business management system and a Payment Gateway analytical platform. An account in such a system is provided to the Client after the execution of this Agreement.
2.2.11 "Operation" – a payment transaction for the purchased (purchased) products, works and (or) services performed using a Card; or a financial transfer operation using Mastercard Moneysend and Visa Direct technologies.
2.2.12 "Mobile Terminal" means a combination of a mobile device and a mobile POS terminal connected to it, designed to read Card data and used to process payment transactions and/or to exchange information with a Payment Gateway through a Payment Gateway.
2.2.13 "Cardholder Data Environment (CDE)" means that it consists of people, processes and technologies that store, process or transmit cardholder data or confidential authentication data.
2.2.14 "PCI DSS" (Payment Card Industry Data Security Standard) means the rules for the secure storage, processing and transmission of data adopted in the payment card industry and supported with the participation of Payment Systems.
2.2.15 "Processing Service" means the processing of data and the exchange of information between the Customer, the Acquirer and Cardholders through the Payment Gateway in order to make agreed Transactions.
2.2.16 "E-commerce Payment Transaction" means any payment transaction sent to a Payment Gateway from an Internet website or a mobile Internet website.
2.2.17 "Mobile Payment Transaction" means any payment transaction issued to the Payment Gateway from a Mobile Terminal.
2.2.18 "MOTO Payment Transaction" means any payment transaction issued to the Payment Gateway from a virtual or electronic terminal.
2.2.19 "Deposit Transfer Transaction to a Card (D2C)" means any Transaction made to a Payment Gateway from an Internet Site or a Mobile Internet Site aimed at transferring funds from the Customer's bank account to the Card in favor of the Cardholder.
2.2.20 "Specification" is a description of the Payment Gateway published on the Seller's website.
2.2.21 "Sanctions" means any sanction imposed or enforced by the Government of the United States (including, but not limited to, OFAC), the United Nations Security Council, the European Union, Her Majesty's Treasury ("HMT") or other relevant sanctions authority. 1 "Processing Service" means the provision of secure PCI-compliant software and technical infrastructure. DSS, for the purpose of secure data exchange between settlement participants and data storage.
2.2.23 The terms "Support System", "Account", "Error" used in this document have the meaning provided by the Standard Operating Procedure.
2.2.24 "Personal Data Processing Agreement" means Appendix No. 1 to these General Terms and Conditions, which is an integral part of them.
3 AVAILABILITY OF A PAYMENT GATEWAY
3.1 The Company is obliged to ensure the availability of servers and databases of the Payment Gateway at least 99.0% of the time per month (no more than 7,299 hours of downtime per month). A payment gateway is considered available if the servers on which it operates operate without Critical Errors, as described in the Standard Operating Procedure.
3.2 The Payment Gateway is provided on the terms of Internet access to the servers hosting the software and database management systems through the interfaces provided in the Payment Gateway.
3.3 In order to ensure an appropriate level of quality and security, the Parties agreed to introduce a schedule of preventive maintenance during which the Payment Gateway will be unavailable. The procedure for carrying out preventive maintenance is established in the Standard Operating Procedure. During maintenance work, the Payment Gateway is considered available, despite the interruption.
3.4 The measurement of the availability of servers connected to the Internet is carried out by an external monitoring service in accordance with the Standard Operating Procedure.
3.5 The Company must take reasonable measures to ensure the correct and continuous operation of the Payment Gateway and the provision of Processing Services, as specified in the Standard Operating Procedure.
4. NEW INVENTIONS
4.1 OWNERSHIP OF NEW INVENTIONS
4.1.1 The Client does not acquire any rights to new improvements, translations, rewrites, corrections, updates, modifications or improvements made by the Company/By the Client in connection with the Payment Gateway (hereinafter referred to as "New Inventions"), which will be considered an integral part of the Payment Gateway, including, but not limited to, the software for the integration of the Acquirer, from the moment of their creation, unless the parties have agreed to treat it differently and have signed their intentions in a separate Agreement or Addendum to this agreement.
4.2 IMPLEMENTATION
4.2.1 The Company has the right at any time to implement any New Invention at its discretion without the consent of the Client, provided that this does not affect how the Client uses the system. Page 4 of 16
5 ASSURANCES AND GUARANTEES OF THE COMPANY
5.1 The Company hereby undertakes, declares and guarantees to the Client that: (i) The Company is a company that actually exists and has a good reputation in accordance with the laws of Gibraltar. The Company has all corporate powers and authority to own, lease and manage its property, as well as conduct its business in accordance with the established procedure, and also has the necessary qualifications to conduct business. (ii) The Company has full corporate authority and authority to enter into and execute the Agreement and all other agreements specified or provided for in the Agreement to be concluded, as well as to fulfill its obligations under this Agreement and under it. The conclusion and execution by the Company of the Agreement and all other agreements specified or provided for in the Agreement to be concluded, as well as the fulfillment by the Company of its obligations under and under this Agreement, have been duly authorized by all necessary actions on its part. (iii) The Agreement has been duly executed and transmitted by the Company and constitutes a legal, valid and binding obligation of the Company to be performed in respect of it in accordance with its terms. The Company guarantees the Client that it has the right to use and provide services based on the Payment Gateway. (iv) Neither the execution and delivery by the Company of the Agreement or any of the instruments or agreements referred to herein, nor the completion by it of any transactions provided for in this Agreement or thereby, as well as the execution by the Company of the Agreement or any of the instruments. the agreements referred to in this document, in accordance with their respective terms, require the consent, approval, order or authorization, registration or notification to any government agency or any third party. (v) Neither the Company's execution and delivery of the Agreement or any of the documents or agreements referred to herein, nor its completion of any transactions provided for in this Agreement or thereby, nor the Company's compliance with any of their respective terms and conditions, will be contrary to any applicable law or regulation of Gibraltar or any decision, a resolution or order applicable to or binding on the Company, or will contradict or lead to any violation or constitute any failure to fulfill obligations under its organizational documents or any agreement or instrument to which it is a party or to which it or any of its assets may be related, or lead to the creation of any collateral right to the Company's property. (vi) The Company provides the Customer with security guarantees of the Payment Gateway in accordance with the current version of PCI DSS. The Company acknowledges that it is responsible for the security of cardholder data that is stored, processed or transmitted in the Cardholder Data Environment (CDE) owned and operated by the Company.
6 CUSTOMER'S ASSURANCES AND GUARANTEES
6.1 The Client hereby undertakes, declares and warrants to the Company that: (i) The Client has all corporate powers and authority to own, lease and manage his property, as well as conduct his business in accordance with the established procedure and is duly qualified to conduct business. and has a good reputation in all jurisdictions where the nature of his business or ownership, lease or operation of property requires that the Client be qualified as a foreign corporation, or where failure to qualify could prejudice his right to enforce his contracts or expose the company or its business, property or assets to material obligations. (ii) The Client has all the necessary licenses and permits for his business activities and will conduct his business in accordance with all laws and regulations applicable to the Client. (iii) The Client has full corporate rights and authority to enter into and execute the Agreement, the General Terms and Conditions and all other agreements specified or provided for in the Agreement to be concluded, as well as to fulfill its obligations under this Agreement and under it. The conclusion and provision by the Client of the Agreement and all other agreements specified or provided for by the Agreement to be concluded, as well as the fulfillment by the Client of his obligations under this Agreement and in accordance with it, have been duly authorized by all necessary actions on his part. (iv) The Processing Agreement, the SOP, the General Terms and all other agreements specified in or provided for in the Agreement have been duly executed and delivered by the Client and constitute a legal, valid and binding obligation of the Client to be enforced against him in accordance with his terms. (v) Neither the execution and delivery by the Client of the Agreement or any of the documents or agreements referred to herein, nor the completion by him of any transactions provided for in this Agreement or thereby, as well as the execution by the Client of the Agreement or any of the instruments. the agreements referred to in this document, in accordance with their respective terms, require the consent, approval, order or authorization, registration or notification to any government agency or any third party. (vi) Neither the Client's execution and delivery of the Agreement or any of the documents or agreements referred to herein, nor the completion of any transactions provided for in this Agreement or thereby, nor the Client's compliance with any of their respective terms and conditions, will be contrary to any existing law, rule or regulation or any decision, a resolution or order applicable or binding on the Client, or will contradict or lead to any violation or constitute any failure to fulfill obligations under its certificate of registration or by-laws or any agreement or document. to which he is a party or by which he or any of his property may be related, or lead to the creation of any collateral right to the Client's property. (vii) The Client warrants and declares that the Client will not and will not allow its Affiliates or any third party to: (I) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works based on, decompile, reconstruct, disassemble the Payment Gateway and any part thereof or component or otherwise commit illegal actions against the Payment Gateway; (II) use the Payment Gateway to access, copy, transmit, transcode or retransmit content in violation of any law or the rights of third parties; or (III) remove, conceal or modify copyright notices, trademarks or other proprietary rights enshrined or contained in the Payment Gateway, if applicable. Page 6 of 16 (viii) The Client acknowledges that the Company is the sole technology provider and is not and under no circumstances will be considered a party to any Transaction between the Client and his clients or brands. The Client will be solely and exclusively responsible to his clients and brands, and will also be solely responsible to any relationship between the Client and his clients. (ix) Neither the Client, nor any of its subsidiaries, nor, to the best of the Client's knowledge, any director, officer, agent, employee or affiliate of the Client or any of its subsidiaries (i) is controlled or controlled or is not controlled by 50% or more owned in collectively or acting on behalf of one or more natural or legal persons who are currently subject to any sanctions imposed or applied by the United States, the United Nations Security Council, the European Union, by a Member State of the European Union (including sanctions imposed or enforced by Her Majesty's Treasury of the United Kingdom) or other relevant sanctions authority (collectively referred to as "Sanctions", and such persons are "Persons under sanctions", and each such person — "A person under sanctions"), (ii) is located, organized, or resides in a country or territory that is or whose Government is subject to sanctions that generally prohibit doing business with that country or territory (collectively referred to as "Sanctioned Countries" and each "Sanctioned Country"), or (iii) will directly or indirectly use the proceeds from the Processing Service or otherwise provide such income to any subsidiary, joint venture partner or other natural or legal person in any way, which may lead to a violation of any Sanctions or may lead to the imposition of sanctions against any individual or legal entity. Neither the Client nor any of its subsidiaries have been involved in any transactions or transactions with or for the benefit of a Sanctioned Person or in a Sanctioned Country during the previous 5 years, nor has the Client nor any of the Its subsidiaries do not have any plans to engage in business relations or transactions with or for the benefit of a Person under sanctions, or in a Country under sanctions, or in a country under sanctions.
7 RESPONSIBILITY OF THE COMPANY
7.1 THE CLIENT ACKNOWLEDGES THAT THE PAYMENT GATEWAY, PROCESSING SERVICES AND/OR API OF THE Odin Limited Liability Company ARE PROVIDED "AS IS", AND THE COMPANY DOES NOT GUARANTEE THAT THE USE OF THE PAYMENT GATEWAY, PROCESSING SERVICES AND/OR Limited API OF THE Odin Limited Liability Company PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE UNINTERRUPTED OR UNMISTAKABLY. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE PAYMENT GATEWAY OR PROCESSING SERVICE AND ITS SUITABILITY OR COMPATIBILITY FOR ANY PURPOSE.
7.2 Despite the above, the parties recognized that the use of the Payment Gateway depends on factors that are not under the control of the Company. The Company is not responsible for any failures in the provision of Processing Services caused solely by factors that are not under the control of the Company.
7.3 Indemnification under this Agreement applies to all liabilities, damages, losses, expenses, claims, demands, litigation, fines, judgments or enforcement proceedings (including, but not limited to, any reasonable legal fees, costs and related expenses) incurred or incurred by any reimbursable person. as a result of the reimbursable event as described above, as well as any claims or proceedings brought by any third party arising out of or in connection with any breach of the indemnifying party's obligations under the Agreement, gross negligence or intentional misconduct on the part of the compensating party or any person acting on its behalf.
7.4 Notwithstanding anything in the Agreement, the Company's total aggregate liability for all claims related to the Agreement, regardless of whether they are based on a claim or claim under a contract, tort (including negligence), violation of statutory obligations or otherwise arising out of or in connection with the Agreement, According to the Agreement, will be 100% of the average monthly commission actually paid to the Company in accordance with the Agreement within three (3) calendar months prior to the occurrence of the claim that led to the first claim, submitted under this Agreement.
7.5 REGARDLESS OF ANYTHING, EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, THE COMPANY SHALL NOT BE LIABLE TO THE CLIENT IN RESPECT OF ALL INDIRECT, INCIDENTAL AND PUNITIVE DAMAGES CAUSED TO THE CLIENT UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOSS OF PROFITS, REGARDLESS IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
8 CUSTOMER'S RESPONSIBILITY
8.1 In the event of the Client's inability to pay any invoice within the prescribed period, the Company will have the right to suspend or terminate the license and services provided to the Client in accordance with this Agreement, with immediate effect upon notification to the Client, and, in addition, any other remedies to which the Company is entitled in accordance with with this Agreement or any applicable law.
8.2 The Client undertakes to protect, indemnify and hold the Company and its respective officers, directors, agents, employees harmless from claims, demands, fines or other liability incurred by any such party in connection with or as a result of any violation of the Agreement by the Client. or to any party on behalf of the Client.
9 CALCULATION, TAXES AND CURRENCY OF PAYMENTS
9.1 Collection. The Client is solely responsible for receiving payments from the Acquirer, as well as for ensuring that the commissions due to the Company are payable to the Company without delay, regardless of whether the Client has received payments from the Acquirer or not.
9.2 Taxes. The Client undertakes to pay or reimburse the Company for any applicable taxes and fees levied by any government authority on services received by the Client, including (but not limited to) value added tax, service tax.
9.3 Settlement currency. All monetary amounts due for services rendered will be calculated in invoices in euro currency. If some Transactions are denominated in a currency other than the euro, the Company must apply the exchange rate set by the European Central Bank (ECB) on the date of each Transaction.
9.4 Invoicing. The Company issues an invoice to the Client for processing services once a month before the 7th day of the calendar month following the month in which Processing Services were provided. The Customer will pay the invoice within ten (10) calendar days from the date of receipt of the invoice by e-mail.
10 TERMS AND TERMINATION
10.1 The term of the Agreement is one year from the date of signing of the Agreement by both Parties. The Agreement is considered to be extended for one year on the same terms each time, provided that neither Party to the Agreement notifies the other Party of its intention to terminate the Agreement by sending written notice three (3) months before the expiration of the Agreement.
10.2 The Agreement may be terminated only in the following cases:
10.2.1 by mutual agreement of the Company and the Client; or
10.2.2 The Company unilaterally, without any reason, provided that the Company notifies the Client one (1) month in advance of the termination of the Agreement; or
10.2.3. The Company in the event of: (a) The Client files for bankruptcy; (b) The Client is declared bankrupt or insolvent; (c) a bankruptcy application has been filed against the Client, and such application remains unresolved, not suspended or unrelated for a period of more than 90 days; (d) The Client makes a general assignment in favor of his creditors or an agreement in accordance with any bankruptcy law; (e) The Client submits an application or agrees to appoint a recipient, trustee, custodian, sequester, liquidator or similar official for himself or any of his assets or property; (f) The Client cannot or cannot or acknowledges in writing his inability to repay his debts as a whole as they become due; (g) The Client conceals, deletes or transfers any of his assets or property in violation of or evading any bankruptcy, fraudulent transfer or similar applicable law; (h) The Client ceases to operate; or (i) the Client has violated the Agreement and failed to remedy such violation within seven (7) days after receiving notification from the Company; or (j) the Client takes any action to carry out any of the above actions; or by virtue of the law. Notwithstanding the above, the Company will have the right to terminate this Agreement immediately by notifying the Client if any regulatory, legal or government authorities prohibit the Company from providing a License or Processing Service.
10.2.4. The Client unilaterally and without any reason, subject to three (3) months prior written notification to the Company; or
10.2.5 The Client in the event of (a) the Company files for bankruptcy; (b) the Company is declared bankrupt or insolvent; (c) a bankruptcy petition has been filed against the Company, and such application remains pending, not suspended or unrelated for a period of more than 90 days; (d) The Company makes a general assignment in favor of its creditors or an agreement in accordance with any bankruptcy law; (e) The Company submits an application or agrees to appoint a receiver, trustee, custodian, sequester, liquidator or similar official for itself or any of its assets or property; (f) The Company cannot or cannot or acknowledges in writing its inability to provide Services in accordance with the Agreement; (g) The Company conceals, removes or transfers any of its assets or property in violation of or evading any bankruptcy, fraudulent transfer or similar applicable law; (h) The Company ceases to operate; or (i) The Company takes any action in order to carry out any of the above actions; or by virtue of the law. 10.3 Any provisions of the Agreement, including the General Terms and Conditions and all other agreements specified in or provided for in the Agreement, which by their nature should remain in force after the termination of the Agreement, remain in force after its termination.
11 CONFIDENTIAL INFORMATION
11.1 "Confidential Information" means any information disclosed by either party (the "Disclosing Party") to the other party or to any person acting on its behalf (the "Receiving Party") or its Affiliates in any way: directly or indirectly, in written, oral, digital form or in any other form or on the medium, including, but not limited to, data, technologies, Payment Gateway and their modifications or updates, Processing service, know-how, projects, processes, documents, systems, specifications, plans, Personal Data, ESK issued by the Client, information about research works, prices, costs, proposed terms of the transaction and other commercial information and/or commercial and trade secrets, including information that relates to current, planned or proposed products, marketing, sales plans and business plans or status, forecasts, forecasts and analyses, financial information, confidential third-party information and customer information, including Customers, Acquirers, PSPs, Transactions and Transaction parties, vulnerabilities found in the Payment Gateway infrastructure.
11.2 EXCLUSIONS FROM CONFIDENTIAL INFORMATION
11.2.1 For the purposes of this Agreement, Confidential Information will not include any information that:
11.2.1.1 are generally known and publicly available in the public domain without any actions or omissions of the parties;
11.2.1.2 is already at the disposal of the party receiving the information at the time of its disclosure by the Disclosing Party, as evidenced by documentary evidence;
11.2.1.3 received by the Receiving Party from a third party without violating such third party's confidentiality obligations, as evidenced by documentary evidence; or;
11.2.1.4 independently developed by the Receiving Party without using or referring to Confidential Information, which is confirmed by documentary evidence.
11.3 RESTRICTIONS ON USE
11.3.1 The Receiving Party agrees and undertakes that it will not use Confidential Information, except in accordance with the purpose of this Agreement, and will not disclose any Confidential Information to third parties without the written consent of the Disclosing Party.
11.3.2 The Receiving Party may disclose Confidential Information if required by law, provided that it immediately sends the Disclosing Party a written notification of such a requirement prior to such disclosure (unless such notification is prohibited by law) and provides assistance in obtaining it. an order to protect Confidential information from public disclosure. If such an order is not received, the Receiving Party must disclose only that part of the Confidential Information that is required by law and ensure that such information is treated confidentially.
11.3.3 Except for backup of Confidential Information, the Receiving Party has no right to make any copies of any Confidential Information without the prior written consent of the Disclosing Party.
11.4 STANDARD OF CARE
11.4.1 The Receiving Party agrees that it will keep all Confidential Information strictly confidential and will protect Confidential Information with the highest reasonable degree of care, while taking all reasonable precautions necessary to protect the secrecy and confidentiality of Confidential Information.
11.4.2 Without limiting the foregoing, the Receiving Party will take at least those measures that it takes to protect its own confidential information, but will take no less reasonable measures and will use no less than a reasonable standard of care.
11.5 PERMITTED DISCLOSURE OF INFORMATION
11.5.1 The Receiving Party agrees not to disclose, even partially, any Confidential Information, except as provided for in this Agreement. The Disclosing Party undertakes to provide Confidential Information, and even in this case, especially its relevant parts, to its employees, consultants, affiliates, agents and subcontractors, with the exception of any organization (and any personnel of such an organization) that is a competitor of the Disclosing Party. The Party on the principle of "need to know" in order to achieve the purpose of the Agreement (such recipients are collectively referred to as "Authorized Recipients").
11.5.2 Before any disclosure of Confidential Information of the Disclosing Party to Authorized Recipients to the extent permitted by this Agreement, the Receiving Party must ensure that such Authorized Recipients are bound by a non-use and non-disclosure agreement that contains provisions regarding the disclosure and use of Confidential Information that are substantially similar to the applicable provisions of this paragraph. In addition, each party will reproduce the ownership rights and confidentiality notices of the other party on any approved copies of Confidential Information.
11.6 JUDICIAL MEANS
11.6.1 The Parties acknowledge that unauthorized disclosure or use of Confidential Information may lead to irreparable damage that cannot be adequately compensated for by losses. The Parties agree and acknowledge that monetary damages may not be a sufficient remedy in the event of any violation or threat of violation of this Agreement by either party and that the other party has the right to seek specific enforcement or injunction (as appropriate) as a remedy in the event of any violation. its violation or threat of violation, in addition to any other remedies available by law or equity.
11.7 RETURN OF MATERIALS
11.7.1 Upon written request of the Disclosing Party, the Receiving Party is obliged to immediately return to the Disclosing Party or destroy all copies of Confidential Information. The receiving party must provide the Client, together with such returned materials or after their destruction, with a certificate duly issued by an official of such party confirming that the provisions of this section have been complied with. The return or destruction of Confidential Information in accordance with the requirements of this Agreement does not affect the remaining obligations under this Agreement.
12 FORCE MAJEURE
12.1 If the performance by any Party of any service or obligation under this Agreement is prevented, limited, delayed or hindered, among other things, by strikes, natural disasters, fires, floods, lightning, earthquakes, severe weather conditions, utilities or communications failures, failures of any relevant bank or network, DDoS-attacks, computer failures or delays in receiving electronic data, war, civil unrest or any law, order or regulation, etc. d. legally binding, then that Party is released from its obligations under this Agreement within the limits and duration of prevention, restriction, delay or interference.
13 VIOLATIONS
13.1 Each Party shall, immediately upon receipt of the information, notify the other Party of the facts and circumstances related to any alleged violation of rights or misappropriation of rights or any right of any of the Parties known to the other Party under this Agreement.
14 DIVERSE
14.1 PURPOSE. The Client has no right to assign or transfer the Agreement or any part of it to any other person without the prior written consent of the Company. The Company will have the right to assign this Agreement by notifying the Client. When transferring to an Affiliate, references in the Agreement to the Company or the Client, as appropriate, also apply to any such assignee, unless the context otherwise requires.
14.2 NO PARTNERSHIP OR JOINT VENTURE. Nothing contained in this document can be interpreted as putting the parties in a relationship of partners or joint ventures, and the Client has no right to impose obligations or bind the Company in any way.
14.3 SEPARABILITY. If any provision or provisions of the Agreement are found to be invalid, illegal or unenforceable, this will in no way affect the validity, legality and enforceability of the remaining provisions.
14.4 COMMUNICATION BETWEEN THE PARTIES. Communication between the Parties is carried out in accordance with the procedure specified in the Standard Operating Procedure.
14.5 DISPUTE RESOLUTION. Any dispute, disagreement or claim between the Parties arising out of or in connection with this Agreement or any alleged violation thereof that cannot be settled amicably between the parties shall be submitted exclusively to arbitration in accordance with the Gibraltar Arbitration Act 1895.
14.6 GOVERNING LAW AND JURISDICTION. This agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed exclusively by the laws of Gibraltar and interpreted in accordance with it. Page 12 of 16
14.7 COSTS AND EXPENSES. The Company and the Client bear their own costs and expenses incurred in connection with the discussion and execution of the Agreement and each other agreement, document and instrument provided for in the Agreement, as well as the transactions provided for in this Agreement and it.
14.8 HEADLINES. The headings used in the Agreement are intended solely for convenience and do not define, limit or interpret its content.
14.9 CONSTRUCTION. When used in an Agreement, the singular should be understood as including the plural and vice versa, where applicable, and the use of the masculine, feminine or neuter gender includes other genera.
14.10 COLLECTIONS. This Agreement may be drawn up in copies, each of which is considered an original, but all together constitute the same document. 14.11 CONTRACTS WITH THIRD PARTIES. The Company can enter into any agreements and sign relevant contracts necessary to provide its services, for example. with banks, third-party PPUs, or any other organizations, including those that have a relationship with the Client.
14.12 RIGHTS OF THIRD PARTIES. A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this agreement. The rights of the parties to terminate, cancel or agree on any changes, waivers or settlements under this agreement are not subject to the consent of any other person.
14.13 RESPONSIBILITY. The Client independently provides services to its counterparties, the Company is not responsible for the activities carried out by the Client. Page 13 of 16 Appendix No. 1 PERSONAL DATA PROCESSING AGREEMENT 1. OVERVIEW 1.1 The Parties comply with the global data protection rules and require all their own suppliers to verify their compliance. At the same time, the Client has concluded a Customer Service Agreement for the provision of services for the processing of personal data of the Client. The company must confirm its compliance with GDPR and other data protection rules.
Email address: info@squirrel-pay.com
Website: squirrel-pay.com