TERMS AND CONDITIONS APPLICABLE TO THE AGREEMENT BETWEEN COMPANY AND REDCLOUD
RedCloud is acknowledged by Company to be the sole provider of the Services, acting as a separate, independent Licensee of RedCloud Technologies Ltd., a UK registered company # 08872820, (“Licensor”). The Licensor has authorized RedCloud to offer Services using Licensor’s technology to third parties, by means of a non-exclusive partnership with Company. This Agreement establishes the terms regulating the relationship with Company and the manner RedCloud will provide such Services to third parties using the technology and software of the Licensor for mobile applications ("App") or through the RedCloud Website ("Website"). Neither RedCloud nor Licensor perform intermediation services between supply and demand of financial resources or any type of financial services, therefore, the funds that users maintain linked to any RedCloud account are not and can not be considered a bank deposit, nor will they generate any interest. The funds will be deposited in an account in local currency, in a bank duly authorized by the Central Bank Authority.
Company will supply access to third party customers, suppliers, users and other categories, to enable RedCloud to deliver the Services. In this Agreement, "end user", "user", or similar terms, mean the entity or individual that uses the Services that will be made available to them, whether they are clients or third parties, individuals or entities, that do business with the Company, and any other person or entity associated with the Company or represented by the Company or that by virtue of the Company uses the Services. Company shall ensure that the RedCloud End User Terms and Conditions (EUTC) are agreed to and accepted by the users online through a process approved by RedCloud and shall assist RedCloud to perform its duties.
Company grants to RedCloud a perpetual, non-exclusive, assignable and transferable, world-wide, irrevocable, royalty-free, fully-paid-up license to use, reproduce, display, compile, modify and create derivative works (which derivative works are the exclusive property of RedCloud) of the information and data supplied by end users and by Company to RedCloud through their use of the Services, including information or data of or related to User’s employees, customers and agents. Company represents and warrants that use or delivery of this information and data: (i) does not violate any copyright, patent, trademark or trade secrets law; (ii) is not an infringement of any kind of any rights of any third party; (iii) does not constitute defamation or invasion of the right of privacy or publicity; and (iv) will not violate any applicable law, regulation or the Rules.
This Agreement will commence on the Effective Date and shall continue for a fixed period as stated in the Order Form, after that the Agreement shall automatically renew per the renewal terms in the Order Form until cancelled by either Party for convenience upon sixty (60) day prior written notice to terminate, or because of material breach. This Agreement, will continue in force and effect from the Effective Date, and until terminated (in the aggregate, the “Term”). RedCloud may, in its sole discretion, with or without cause or prior notice to Company, temporarily or permanently cease to operate the Services, temporarily or permanently cease to make the Services available, or suspend, terminate or restrict Company’s utilization of the Services, in each case as RedCloud determines is necessary to protect its intellectual property rights, reputation, compliance with applicable law and regulations or the integrity, operation or functioning of the Services. Company acknowledges that its utilization of the Platform and Services may be monitored by RedCloud for its own purposes, including, without limitation, for purposes of maintaining the functional and operational integrity and performance of the Services, and for purposes of complying with applicable laws and regulations. RedCloud will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved. Any suspension under this paragraph shall not excuse Company from the obligation to make payments due and owing under this Agreement.
Early termination by the Company before the end of the Term (including renewals or any extension period), will generate an obligation on Company to make a payment of an early termination (acceleration) rate. The early termination (acceleration) rate is equal to the amount due for the remaining term of the contract, calculated by multiplying the number of months remaining by the fees derived form the most profitable month, plus other amounts owed that are pending payment. Immediately after termination, the Company must remit the pending charges or other amounts owed to RedCloud. The Company will indemnify and reimburse RedCloud for all expenses incurred by RedCloud in case of early termination for any reason by RedCloud or the Company. The termination or expiration of the Contract will not have an impact on the provisions that by their nature extend beyond the end of an agreement of this nature.
The App offers a wide range of Services, allowing operations to take place between users and other users or third parties, including the ability to transfer, send and receive credits, backed by funds deposited by said users (a "Transaction"). A Transaction will be executed in a reasonable time after an account is opened or on the date RedCloud receives the bank or payment account details of the recipient. For each Transaction a commission will be charged at the rate set forth in the Order Form or the Website (the "Commission"), as published from time to time. By registering for the Services and creating a Company account, Company agrees that it may not act on behalf of an undisclosed principal or a third party beneficiary. RedCloud reserves the right to ask Company, before any registration and at any point in the duration of the Agreement, for supplementary information and identification data, as well as any supporting documents required by RedCloud. Upon registration or shortly thereafter, RedCloud may require the following information: registrant’s individual surname, name, email address, date of birth and nationality; a copy of an official and valid identity document, proof of residence which is less than 3 months old, and for the Company, proof of head office address, identities of associates and executives, as well as a list of beneficial owners as defined by the regulations (for companies), as well as an original or copy of an extract of the official register, less than three months old and stating the name, legal form, head office address and the identities of associates and executives. You authorize RedCloud, directly or through third parties, to make any inquiries to verify the information so provided.
RedCloud acts as a service provider and by entering into this Agreement, Company authorizes RedCloud to act as Company agent to receive funds or debit its funds account, including the power to withhold Commissions and other Charges due to RedCloud. The applicable Commission will be deducted from the account upon conclusion of each Transaction, and the new account balance will appear in the account display and will be communicated by a system message.
The Platform and the Service are proprietary to RedCloud and are protected by intellectual property laws and international intellectual property treaties. Company access to the Platform and Services is licensed and not sold. Company agrees that from time that the Platform and the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which RedCloud may undertake from time to time; or (iii) causes beyond the control of RedCloud or which are not reasonably foreseeable by RedCloud. All intellectual property rights in the Services, including, but not limited to, all information, content, data, symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of RedCloud. The platform has been created, and the Services are provided, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, creativity and financial resources, and both the platform and the Services constitute the valuable intellectual property of RedCloud. Company shall comply with all reasonable requests made by RedCloud to protect the rights of RedCloud, its Affiliates, in the platform or the Services. Copying of, use of, access to the platform or the Services or any information, data or software contained therein in breach of this Agreement is strictly forbidden and shall cause RedCloud irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach hereof by Company may be enforced by RedCloud by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available.
We may at any time amend, delete or add to this Agreement, including the fees and other amounts which apply to your account by giving notice of such change by posting a revised version of this Agreement on the RedCloud App or Website. A change will be made unilaterally by us and you will be deemed to have accepted the change upon publication on the App or Website, regardless of whether the change affects your rights, or merely relates to the addition of a new functionality to the existing Services. If you do not accept any change, you must terminate this Agreement by closing your account. If you do not terminate this Agreement before the proposed amendments take effect, you agree to the amendments. This Agreement, together with other legal terms and legally required disclosures relating to your use of the RedCloud Services will be provided to you on the RedCloud App or Website.
You may not transfer or assign any rights or obligations you have under this Agreement without RedCloud’s prior written consent. You are not permitted to transfer your account to a third party. RedCloud reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent.
RedCloud may subject to special review any Transactions considered by RedCloud to be potentially high-risk transactions, when RedCloud has the reasonable suspicion that a Transaction is suspicious or that a device and/or account are being used for unlawful or inappropriate activities or for other reasons as determined by RedCloud in our reasonable discretion. The Transaction will not proceed until such review is complete and RedCloud has found the credit transfer order to be appropriate. Where RedCloud finds a problem with a Transaction, the transfer order will be reversed, and the credit returned to the sender. A special review of a Transaction is not a review nor a representation by RedCloud as to the commercial dealings, character or reputation of a party to any given Transaction. We may review a Transaction to mitigate any risks and/or to prevent money laundering and to ascertain whether any unlawful, inappropriate or other unacceptable activity is taking place. At all times, we reserve the right to restrict Transactions. If an attempt is made to close an account while an investigation is taking place, we may hold amounts and credits to protect RedCloud or a third party against the risk of reversals, claims, fees, fines, penalties and other liabilities of whatever nature. Account holder will remain liable for all obligations related to the account even after the account is closed. RedCloud reserves the right to request additional information, other than what is referred to in this Agreement, to allow it to comply with its anti-money laundering obligations.
It is Company’s responsibility to determine what, if any, taxes apply to the transfers of credit Company may make or receive, and it is Company’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. RedCloud is not responsible for determining whether taxes apply to your Transaction, or for collecting, reporting or remitting any taxes arising from any Transaction.
In connection with Company use of the Services, or in the course of Company’s interactions with RedCloud, or a third party, Company will not breach this Agreement (including, without limitation, any other agreement that you have entered into with RedCloud, including any of its Policies); breach any law, statute, contract, or regulation (for example, those governing financial services including anti-money laundering, consumer protections, unfair competition, anti-discrimination or false advertising); infringe RedCloud’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; act in a manner that is obscene, defamatory, libellous, threatening; or harassing; use the Services to receive payments for any sexually oriented or obscene materials or services; use the Services to receive payments for any narcotics, other controlled/illegal substances, steroids or prescription drugs; use the Services to launder funds that came from unlawful activities, and any other activity declared to be illegal by current law, regulations or act of legitimate authority; provide false, inaccurate or misleading information; fail to provide us with further information about you or your business activities that we may reasonably request; send or receive what we reasonably believe to be potentially fraudulent or unauthorized funds; refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; attempt to undertake any action which could amount to unjust enrichment; use an anonymous proxy; control an account that is linked to another account that has engaged in any of these prohibited activities; conduct your business or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, fees, fines, penalties and other liability to RedCloud, a Company, a third party or you; abuse of our mechanisms to solve disputes; cause RedCloud to receive excessive complaints regarding your account or business; have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Services; use your account or the Services in a manner that RedCloud believes to be an abuse of any applicable rules; allow your account to have an amount reflecting an amount owing to us or otherwise undertake activity that does or may present to us a credit or fraud risk; undertake activity that does or may present to us a sudden, significant or otherwise unacceptable level of exposure (as RedCloud reasonably believes based on the information available to it); provide yourself a cash advance from your credit card (or help others to do so); access the Services from a country that is not approved for Services; disclose or distribute another Company’s Information to a third party, or use the information for marketing purposes unless you receive the Company’s express consent to do so; send unsolicited email to a Company or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties; take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services; copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the RedCloud App or Website without our or any applicable third party’s written consent; take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers; use the Services to test other Company or system behaviours.
RedCloud shall not be responsible for losses incurred by Company or its users including, without limitation, the use of the Company account by any person other than you, arising as the result of misuse of passwords; do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the Service or activities carried out as part of the Services or otherwise than in accordance with the terms of this Agreement; allow your use of the Services to present to give rise to risk of non-compliance with RedCloud’s anti-money laundering obligations (including, without limitation, where we cannot verify your identity). Company shall be responsible for all reversals, fees, fines, penalties and other liability incurred by RedCloud, or a third party arising from your breach of this Agreement. You agree to reimburse RedCloud, a Company, or a third party for all such liability. If we have reason to believe that you have engaged in any prohibited activities, we may take various actions to protect RedCloud, a third party, or you from reversals, claims, fees, fines, penalties and any other liability, including contacting the authorities when required or considered appropriate by RedCloud. The actions we may take include but are not limited to the following: we may, at any time and without liability, suspend, block, limit, close or cancel your right to use your funds, credits or account entirely or for any particular transaction, which may in turn suspend, block, limit, close or cancel access to your account or the Services (such as limiting access to any of your funds, credits, and your ability to send money, make withdrawals, or remove financial Information), refuse any particular credits transaction at any time for any reason, reverse a Transaction at any time for any reason, we may contact third parties and disclose details of your activities, we may request information from you or otherwise update inaccurate information you provided us, we may refuse to provide our Services to you in the future, we may hold funds for up to one hundred and eighty (180) days if reasonably needed to protect against the risk of liability. At our sole discretion we may close an account and terminate this Agreement at our convenience immediately without notice. RedCloud reserves the right to either suspend or terminate any Services in the event of death or liquidation of an account holder. RedCloud may also close an account and terminate this Agreement at any time upon breach of the terms of this Agreement. If we suspect that your account has been accessed without authorization, RedCloud may also suspend, or limit, access to the account or the Services. In representations to third parties or in public communications, Company agrees not to mischaracterize or disparage RedCloud in any way.
In no event shall RedCloud be liable for any direct or indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, misconduct of agents; technical problems of users; Transactions made to unintended recipients or in incorrect amounts due to the input of incorrect information; Transactions made by an unauthorized third party; any fraud, deception or misrepresentations; any damages resulting from a recipient’s decision not to accept or record a Transaction made through the Services; failure of any other telecommunications or data transmission system; any result of any acts of government or authority, or force majeure; damages for loss of profits, revenue, goodwill, use, data, electronically transmitted requests or other economic advantage (even if RedCloud has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence) or otherwise, arising out of or related to the use of or the inability to use the Application and/or the Services for any reason. RedCloud provide the Services without any warranty or condition, express or implied. RedCloud does not have any control over the products or services that are paid for with our Services. RedCloud does not guarantee continuous, uninterrupted or secure access to any part of our Services. RedCloud shall not be liable for any delay in the failure in the provision of Services under this Agreement. Company acknowledges that access to the App or Website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.
RedCloud, on behalf of its Licensor, parent company, affiliates, officers, directors, employees and agents provide "as is", "as available" and "with all faults" basis, and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law. RedCloud does not warrant that the application and services shall be error-free, that they shall operate uninterrupted or that they shall meet any specific requirements. RedCloud, its Licensor, parent, affiliates, related entities, employees and our suppliers specifically disclaim any implied warranties for a particular purpose and non-infringement to the maximum extent permitted by law. except in the case of death or personal injury resulting from negligence, in no event shall company, its parent company, affiliates, officers, directors, employees or agents be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the services, however arising.
The Company must pay any and all applicable taxes and taxes as a result of the commercial relationship with RedCloud entered into through the Order Form and these provisions. Specifically, any Value Added Tax (VAT) will be the sole responsibility of the Company and will be withheld, remitted or retained by RedCloud whether it has the obligation or option to make the payment directly to the corresponding authority. If the Company is legally forced to deduct taxes of any amount owed to RedCloud, the Company must do everything possible to reduce the tax to the lowest possible level. The Company must quickly provide RedCloud with acknowledgment of receipt by the corresponding tax authority of any amount that the Company has deducted. RedCloud will notify the Company if RedCloud is unable to recover the full amount of the deduction from the tax authorities. In this case, the Company must make an additional payment to RedCloud so that the total amount received by RedCloud is the same as it would have been if the Company had not been forced to deduct the withholding tax. Any additional payment of this nature must be received by RedCloud within thirty (30) days of notification to the Company that RedCloud was unable to make a full recovery.
RedCloud shall make reasonable efforts to ensure that Services transactions are processed in a timely manner but makes no representations or warranties regarding the amount of time needed to complete processing because the service is largely dependent upon many factors outside of RedCloud's control.
Company agrees to defend, reimburse or compensate us and hold RedCloud, our other companies in our corporate group, the people who work for us or who are authorized to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your or your employees' or agents' breach of this Agreement, breach of any law and/or use of the Services. If Company has a dispute with a third party, Company shall release RedCloud (and its officers, directors, agents, subsidiaries, business partners, and employees) from all claims, demands and damages (direct or indirect, actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.
The Services and the App and any software used in connection therewith contain proprietary and confidential information. Company acknowledges and agree that the Services and the App are proprietary of RedCloud and its licensors, protected under applicable intellectual property and other laws and international treaties. Company further acknowledges and agree that all right, title and interest in and to the Services, the App and any software therein, including associated intellectual property rights, are and shall remain with RedCloud and its Licensor. This Agreement does not convey to Company any interest in or to the Services, the App and any software therein, except for a limited right of use as set forth herein, terminable in accordance with the terms of this Agreement. Company will not remove, alter or deface any trademarks or proprietary notices of RedCloud or of its Licensor. RedCloud grants Company a limited nonexclusive license to use RedCloud software and App in accordance with RedCloud guidelines, for your internal use only. Company may not rent, lease or otherwise transfer your rights in the software or App to a third party. Company must comply with the implementation and use requirements contained in all RedCloud documentation, together with any instructions provided by RedCloud from time to time accompanying the Services (including, without limitation, any implementation and use requirements we impose on you to comply with applicable laws and regulations). If Company does not comply with RedCloud’s instructions, implementation and use requirements Company will be liable for all resulting damages suffered by Company, RedCloud and third parties. Company agrees not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source or object code which is derived from the software. Company acknowledges that all rights, title and interest to RedCloud’s software are owned by RedCloud. Any third party software application you use on the RedCloud Website is subject to the license you agreed to with the third party that provides you with this software. RedCloud does not own, control nor have any responsibility or liability for any third party software application you elect to use on the RedCloud website and/or in connection with the RedCloud Services. The RedCloud name and logo, and all related logos of our products and services are either copyrighted by RedCloud, trademarks or registered trademarks of RedCloud or its Licensor. In addition, all graphics, button icons, and scripts are either copyrighted by RedCloud, service marks, trademarks, and/or trade dress of RedCloud. You may not copy, imitate, modify, alter, amend or use them without our prior written consent. All right, title and interest in and to the RedCloud Website and any content thereon is the exclusive property of RedCloud and its licensors.
This Agreement shall be construed and governed in accordance with the laws of England and shall be subject to the jurisdiction of the Courts of London, England. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. Company shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding the Services.
RedCloud is an independent contractor for all purposes. Since the Service is limited to credits, which do not qualify as a deposit or an investment under applicable law or regulations, you are not protected by the deposit guarantee regulations provided by law. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement represents the entire agreement between Company and RedCloud with respect to the subject matter hereof and they supersede any prior proposal, representation, or understanding between the parties. All provisions which by their subject matter should survive termination shall survive termination including suspension of Company account and/or rights to use the Services or any part thereof, including without limitation provisions pertaining to ownership, intellectual property, warranty and liability. The failure of either party to enforce any rights granted hereunder or to act against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.