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1. WHO WE ARE?
1.1 Novatum Tech Limited is a private limited liability company incorporated under the laws of England and Wales, registered with the Companies House under number 12170240, having its registered address at Spaces Moorgate, 30 Moorgate, EC2R 6DN, London, United Kingdom, and authorised by the Financial Conduct Authority (“FCA”) under the number 916677 to provide certain payment services (“Novatum”, “we”, “us”, “our”).
2. WHAT THIS DOCUMENT MEANS TO YOU?
2.1 These General Terms and Conditions (the “General Terms”) apply to all services that we make available to customers (the “Services”) and that we provide to you (“you”, “your”).
2.2 In addition to the General Terms, the Services we provide to you are also governed by:
2.2.1. any specific terms and conditions that apply to a particular Service we have agreed to provide you (each set being “Specific Terms”);
2.2.2. any agreements you enter into with third parties in relation to the Services we have agreed to provide you (each set being “Third Party Terms”) – for example, the terms you enter into with the card issuer or e-money account provider we partner with as part of providing you with additional payment method; and
2.2.3. all laws and regulations applicable to the Services.
2.3 Together, the General Terms and all applicable Specific Terms and Conditions will constitute our entire agreement with you (the “Agreement”).
2.4 If there is ever any conflict between the provisions governing a Service we have agreed to provide to you, this shall be resolved using the following priority:
2.4.1. any applicable laws and regulations;
2.4.2. any Third Party Terms in relation to that Service;
2.4.3. the Specific Terms for that Service; then
2.4.4. the General Terms
2.5 By accessing our website and using our Services, you acknowledge and recognise that you have read, understood and agreed to the General Terms, all applicable Specific Terms and all applicable Third Party Terms.
2.6 Unless otherwise agreed between you and us, the language used for all communication between you and us, and for the interpretation of this Agreement, shall be English.
2.7 You may, at any time and at no cost, obtain a copy of your Agreement by emailing us to [email protected] to request a copy.
2.8 If you are not:
2.8.1. a consumer (which is an individual who is acting for purposes other than a trade, business or profession),
2.8.2. a micro-enterprise (which is an enterprise which, at the time the Agreement is entered into, is an enterprise as defined in Article 1 and Article 2(1) and (3) of the Annex to Recommendation 2003/361/EC of 6th May 2003) or
2.8.3. a charity (which is a body meeting the relevant statutory definition for its jurisdiction of establishment and whose annual income is less than £1 million),
then, to the extent that they may apply to the Services being provided, where permitted:
2.8.4. Part 6 and Regulations 66(1), 67(3), 67 (4), 75, 77, 79, 80, 83, 91, 92 and 94 Payment Services Regulations 2017 (when they come into force) does not apply to the Agreement; and
2.8.5. a different time period may be applied for the purposes of Regulation 74(1) Payment Services Regulations 2017.
If you are a consumer, micro-enterprise or charity none of the Payment Services Regulations 2017 are disapplied.
3. COMMENCEMENT AND TERM
3.1 Your Agreement shall enter into force from the date we notify you that your application to receive the Services has been approved, and shall continue until terminated in accordance with these General Terms.
3.2 Your Agreement will continue to apply until it is terminated in accordance with its terms and conditions. This means that it will not automatically terminate after a particular period of time.
4. INITIAL SERVICES
4.1 At the start of your Agreement, we shall only provide you with those Services we have explicitly agreed to provide to you in the notification confirming that your application has been approved.
4.2 We are not obliged to agree to provide you with any/all of the Services you requested as part of your application, and may, in our absolute discretion, decide not to provide you with one or more Services you requested. We are under no obligation to provide you wish a reason why we have declined to provide you with a Service.
4.3 At the point we start to provide a particular Service, the Specific Terms that apply to that Service will form part of your Agreement. These will continue to apply until the provision of that Service is terminated and/or the Agreement as a whole is terminated in accordance with these General Terms.
5. ADDING ADDITIONAL SERVICES
5.1 You may, at any time, request that we provide you with one or more Services that we are not currently providing to you. You can do this via the Electronic Platform.
5.2 Where we receive such a request, we shall notify you of:
5.2.1. what additional information (if any) we require from you in order to make a decision on your request, and
5.2.2. any Specific Terms and Third Party Terms that would apply to that Service if we accepted your request.
5.3 In order to receive a new Service, you must agree to the relevant Specific Terms and Third Party Terms we have disclosed to you in respect of that Service. You will do this by providing us with the information we request about your application for the new Service – submitting that information will be treated as you agreeing to the additions to your Agreement.
5.4 After you have provided us with all of the information we have asked for in respect of the requested Service(s), we will then consider your request to add the additional Services and make a decision on whether to provide you with these services.
5.5 We may, in our absolute discretion, decide whether or not to approve you for the requested Services. Where we do not approve you, we are under no obligation to provide you with our reasons for this decision.
5.6 Where you ask for two or more additional Services as part of one request, we may accept a request in full, accept it in part or reject it in our full discretion.
5.7 In all cases we will confirm:
5.7.1. whether a request has been successful,
5.7.2. the extent to which it is successful, and
5.7.3. (if applicable) when the provision of additional Services will take effect (an “Amendment Effective Date”).
5.8 If we reject all or part of a request, this shall not effect:
5.8.1. any of the Services we are currently providing,
5.8.2. any of the requested Services we have agreed to provide, or
5.8.3. the current Agreement as a whole.
5.9 On an Amendment Effective Date, the Specific Terms and Third Party Terms relevant to any added Service shall come into force and these shall form part of this Agreement. These shall continue until the provision of that Service is terminated and/or the Agreement is terminated in accordance with these General Terms.
5.10 We reserve the right to change, suspend or discontinue the provision of any Services at any time, without any notice (subject to our obligations to entities already receiving the affected Services) and without any liability to you.
5.11 Where we have suspended or discontinued a Service, any requests to receive that Service will be automatically rejected.
6. TERMINATING A SERVICE
6.1 You may request that we cease to provide you with a Service at any time by emailing us to [email protected].
6.2 If you are a consumer, a micro-enterprise or a charity, we may terminate the provision of a Service by giving you at least two months’ notice.
6.3 In all other cases, we will endeavour to give you as much notice of a termination of a Service as we can, but are under no obligation to do so.
6.4 Where you or we terminate a Service, we will make arrangements to terminate the provision of the Service as soon as possible (taking into account any notice periods and specified termination dates). As part of this, we will arrange for the termination of any Third Party Terms that apply to the provision of that Service (except to the extent that they also apply to the provision of a Service that is continuing). We will confirm the precise termination date to you in writing.
6.5 Upon the termination taking effect, we will no longer be under an obligation to provide that Service to you, and any Specific Terms and Third Party Terms relevant to that Service shall cease to apply. You shall remain liable for all fees and other liabilities you incurred up to the point of termination in relation to that Service and shall pay these in accordance with the General Terms. The termination of a Service shall not affect either your or our accrued rights in respect of that Service.
7. SUSPENDING A SERVICE
7.1 We may withhold, delay or place such restrictions as we consider appropriate on any/all Service(s) or any part of its/their functionality, where:
7.1.1. we know or reasonably suspects that the Service(s):
(a) are being, or may be, used in fraudulent manner or in a manner that involves any criminal activity;
(b) are being, or may be, used for money laundering purposes or for purposes that relate to money laundering activities; or
(c) are being, or may be, used in a manner that is otherwise in breach of any applicable law or regulation,
7.1.2. we, acting reasonably, considers we needs to carry out additional due diligence on you and/or any element of your use of the Service(s);
7.1.3. we reasonably believe that it is necessary to do so in order to protect the security of the Service(s) for you, us or any of other customers, including circumstances where any login details, password, or other verification token has been lost or stolen; or
7.1.4. we are obliged to do so as a result of any law or regulation or the direction of any competent authority or regulatory body.
7.2 In the case of any such withholding, delay, restriction or suspension we shall make reasonable efforts to inform you about the withholding or suspension, provided that such disclosure:
7.2.1. is not in breach of any Applicable Law or regulation and does not contravene the instruction of any competent authority or regulator; and
7.2.2. would not compromise our reasonable security measures.
7.3 We shall not be liable to you for any reasonable action we take to suspend the Services in this manner.
7.4 Where the reasons for our actions no longer apply, we will, as soon as is possible, restore the Services. Where necessary, we may make amendments to the Services and/or the manner in which they are provided to reduce the likelihood of the reasons arising again at a later date.
8. SECURITY
8.1 You, and anybody you appoint to access the Services on your behalf (e.g. directors, employees, agents), must protect any login and password at all times and never disclose it to any person who is not permitted access.
8.2 Where you wish to use a Service that has been made available to you, you (any anybody acting on your behalf) shall comply with any security requirements we have in place as part of that Service (including any multi-factor authentication requirements). Failure to adhere to these requirements may result in us refusing to provide the Service in that instance.
8.3 You must take reasonable steps to keep any login and password safe and prevent fraudulent use of the Service, including ensuring anybody acting on your behalf adheres to any security requirements. Where you fail to keep any login and password safe and/or prevent fraudulent use of the Services, you may be liable for any losses it incurs.
8.4 Any login and password should never be written down and care must be taken to ensure that unauthorised persons do not see the login or password.
8.5 You agree to ensure that you make use of commercially available computer security and anti-virus measures on any computer or other device used to access the Services.
8.6 You agree to notify us immediately upon discovery of:
8.6.1. the loss or disclosure to any unauthorised person of any passwords or other security details relevant to the Services;
8.6.2. any unauthorised access to a Service;
8.6.3. any other criminal or fraudulent activity relating to a Service; or
8.6.4. any other breach of security relating to a Service, whether physical or relating to computer or similar hardware or software.
You can do so by emailing us to [email protected].
9. USING THE SERVICES
9.1 The Specific Terms of each Service shall specify how to use each Service.
9.2 Any communication, including any order/instruction in respect of a Service, from you to us must be made via electronic means, using the user account accessible via app we have provided to you or our website.
9.3 If you submit an instruction or use the Services via a third-party product (e.g. through e-wallets, payment initiation service providers, or account information service providers), the communication of the instructions etc. will be handled by that third party in line with their own terms and conditions. We have no control over your agreement with them or the way in which they perform their services to you.
9.4 In general, and unless we agree otherwise, we may refuse an instruction that is not received via the communication channels set out above. If, by exception, we agree to an alternative communication channel:
9.4.1. we may set such additional conditions on the form and manner of the communication and/or its deemed receipt as we consider appropriate (in our absolute discretion);
9.4.2. you acknowledge, that we remain entitled to refuse to carry out instructions if we have any doubt with respect to the identity of the person giving the instructions or of the beneficiary or for any other reason.
9.5 We highlight that there are risks associated with the sending of instructions by e-mail, in particular the risks of errors when instructions are sent by e-mail or those of misappropriation or fraud in relation both to the content and the signature of such instructions.
9.6 Where you are allowed to use an alternative communication method, you release us from any responsibility whatsoever regarding the performance, non-performance or bad performance of instructions given via the agreed method, and you assume all risks, particularly those arising from errors in communication or comprehension including errors as to the identity of the communicator, resulting from the use of such means of communication.
9.7 When you use an alternative communication method, we will take all reasonable measures to properly identify the communicator and verify the supplied documentation, but will have no liability to you for this.
9.8. Regardless of the means of communication, the execution of instructions
9.8.1. will always be subject to any necessary verification and processing procedures (which may delay the execution), and
9.8.2. will always be done in accordance with any applicable Specific Terms.
9.9 Your instructions must be complete, accurate and precise in order to avoid mistakes. If we consider the information provided by you to be inadequate or doubt the truth/accuracy of it, this may delay the execution of any order. Where this happens we will not be liable to you for the losses you suffer as a result of the delay. Where requested, you should always supply any necessary additional information as soon as possible to minimise delays.
9.10 We may refuse to execute an instruction or suspend such execution if the instruction relates to transactions or products with which we do not work with in the ordinary course of its business, or if you have failed to uphold obligations under the Agreement
9.11 You shall ensure that, in all your dealings with us, you comply with any legal, regulatory or other obligations incumbent upon you (such as but not limited to your tax obligations in the country(ies) in which you have to pay taxes).
9.12 Should you fail to comply with the above, you shall be responsible for all consequences thereof (including possible financial or criminal sanctions) and we shall not bear any responsibility in that respect. We have no obligation to advise you of the obligations you may be subject to.
9.13 You agree and acknowledge that we may have to disclose, under applicable law and regulation, your name and our provision of Services to you to competent foreign authorities (including possibly tax authorities).
9.14 You agree and acknowledge that Services are provided for your benefit alone and are executed at your expense in accordance with the fee provisions set out in the General Terms and any relevant Specific Terms. For all Services, we retain the right to determine the most appropriate method to execute your instructions
9.15 Our Services are provided on an “as is”, “as available” basis and without any representation or warranty, whether express, implied or statutory. We do not warrant that the Services will be uninterrupted or error-free. We shall bear no liability for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of orders.
10. SERVICE FEES
10.1 You shall incur such fees for each Service as are set out in the Specific Terms for that Service. You agree to pay to us all interest, fees, commissions, duties, charges and other amounts that may be due, as well as all charges incurred by us on your behalf as part of providing the Services.
10.2 The current list of fees that apply to the Services provided to you are accessible in your user account accessible via app and our website.
10.3 By using the Services you will be deemed to have accepted the relevant fees for those Services.
11. PAYMENTS OF FEES AND SET-OFF
11.1 Unless specified otherwise in the Specific Terms, all fees, debts, and charges are immediately due and payable, even if we have not expressly requested their payment. You agree and acknowledge that we have the right to execute, at any time, transactions on your behalf that are necessary to settle the debit balance.
11.2 Furthermore, we shall be authorised to exercise all a right of set-off in respect of monies owed by you to us by retaining part of the balance from any account you hold as part of the Services and/or by taking debt collection measures.
11.3 Fees, debts, and charges remain due even if their payment is requested only after the closure of the account.
12. PROVISION OF INFORMATION TO YOU
12.1 Unless law or regulation requires another method, you acknowledge and accept that whenever the conditions for the provision of information to you via the app or our website are fulfilled, we will be deemed to have properly notified you.
12.2 Subject to law or regulation, we may provide any information exclusively via electronic channels. By entering into the Agreement, you undertake to regularly review the app and our website to determine if we have notified you of any matters.
12.3 Where permitted by law, we shall inform you electronically about any changes to such information by indicating the place in the app or website where he/she/it can have access to the modified information.
13. WARRANTIES
13.1 You warrant and represent to us that:
13.1.1. you have capacity to enter into legally binding contracts, and are either:
(a) incorporated/registered in the UK, an EEA Member State, a state that is party to the agreement relating to the EEA or a third country that imposes the equivalent requirements regarding anti-money laundering and the prevention of the financing of terrorism; or
(b) are resident in one of the above jurisdictions.
13.1.2. you have, and will continue to have, the full right, power and authority to enter into this Agreement and carry out your obligations under this Agreement and the provision of the Services will not result in a breach of any Agreement to which you are bound;
13.1.3. you shall perform your obligations under this Agreement with all due care and skill and in accordance with all applicable law and regulation and shall take such steps as may be required to ensure that in discharging or performing your obligations pursuant to this Agreement in compliance with applicable law;
13.1.4. you shall ensure that:
(a) any instructions to us are done on the basis of your business and/or personal requirements and not for any speculative or investment purpose;
(b) the person signing this Agreement is your duly authorised representative and that he/she has your authority to bind you to this Agreement; and
(c) you have all authorisations, licences, approvals and consents which have been imposed by any competent regulator or organisation in relation to its business relative to the Services.
13.2. We warrant and represent to you that:
13.2.1. we have, and will continue to have, the full right, power and authority to enter into this Agreement and carry out our obligations under this Agreement and the execution of this Agreement will not result in a breach of any agreement to which any member of our corporate group is bound;
13.2.2. we shall perform its obligations under this Agreement in accordance with all applicable law and regulation;
13.2.3. the person signing this Agreement is our duly authorised representative and that he/she has our authority to bind us to this Agreement; and
13.2.4. we have all authorisations, licences, approvals and consents which have been imposed by any competent regulator or organisation in relation to its business relative to the Services.
13.3 Except as expressly stated in this Agreement, we hereby exclude all other conditions, warranties and representations whatsoever whether expressed or implied statutory or otherwise which relate in any way directly or indirectly to the performance us of our obligations under this Agreement.
14. FORCE MAJEURE
14.1. “Force Majeure Event” means each (or any combination of) event(s) beyond the reasonable control of a party to this Agreement or its sub-contractor (the “Affected Party”) which does not relate to its fault or negligence, or that of its sub-contractors, and which prevents, hinders or delays it from or in performing its obligations under this Agreement. Force Majeure Event includes, without limitation:
14.1.1. war (whether declared or not), civil war, sabotage or riots, revolution and terrorism;
14.1.2. pandemic, quarantine or national/international curfew or lockdown;
14.1.3. natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lightning;
14.1.4. explosions, fires and/or destruction of plant, machinery, and/or premises;
14.1.5. external power failures, external telephone network failures, serious crime and evacuations;
14.1.6. strikes and labour disputes of all kinds (except in case of each Party’s employees); and
14.1.7. non-performance by suppliers, assignees, sub-contractors or any other party which enters into an arrangement with us in respect of the provision of the Services, where such non-performance is (i) caused by a change in the regulatory status or licensing status of such party, or (ii) due to our reasonable belief that there is or will be a change in the regulatory status or licensing status of such party, or (iii) due to our reasonable concern about ability of such party to provide its service in a compliant and reliable manner.
14.2 If the Affected Party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, its obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays its performance of those obligations.
14.3 If the period of delay or non-performance arising due to a Force Majeure Event continues for 4 weeks then the Party not affected may terminate this Agreement by giving 7 (seven) calendar days' written notice to the affected Party.
15. CONFIDENTIALITY
15.1 “Confidential Information” means all information which relates to your or our business, products, clients and customers, specifically negotiated contractual obligations, financial or other affairs, including information concerned with the operation of any process, trade secrets, the marketing of products or services, drawings, designs and any intellectual property, excluding any information that is at the relevant time in the public domain otherwise than as a result of a breach of an obligation of confidentiality owed to the relevant Party.
15.2 Both you and we shall keep the each other’s Confidential Information confidential and shall not:
15.2.1. use such Confidential Information except for the purpose of exercising or performing your or our rights and obligations under or in connection with this Agreement (“Permitted Purpose”); or
15.2.2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
15.3 The provisions of this clause shall not apply to any Confidential Information that:
15.3.1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause);
15.3.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
15.3.3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
15.3.4. you and we agree in writing is not confidential or may be disclosed.
15.4 A party may disclose the other party’s Confidential Information to its representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
15.4.1. it informs such representatives of the confidential nature of the Confidential Information before disclosure; and
15.4.2. it procures that its representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement, and at all times, it is liable for the failure of any representatives to comply with the obligations set out in this clause.
15.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
15.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
15.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
15.8 On termination of this Agreement, each party shall, on request from the other party:
15.8.1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
15.8.2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
15.8.3. certify in writing to the other party that you have complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
15.9. Unless agreed separately in writing, you may not include our name and/or branding within any of your marketing materials. Where you seek agreement to use our name and/or branding, we may apply such terms and conditions to this as we see fit (in its absolute discretion). You must agree and adhere to such terms and conditions in order for the agreement to be valid.
15.10. The provisions of this clause shall continue to apply after termination of this Agreement.
16. NOTICES
16.1 Any notice or communication shall be deemed to have been duly received on the next business day following its communication, apart from in the case of email, which shall be deemed received on the same business day, provided it has been communicated within normal working hours and if not, then the following business day.
17. DATA PROTECTION
17.1 We are committed to keeping any personal information you provide us safe. We will process any personal data received under this Agreement in accordance with applicable data protection legislation in the United Kingdom.
17.2 Please read our privacy policy to understand how we use and protect the information you provide to us (a copy of our privacy policy can be accessed here: https://novatum.uk/legal/privacy).
18. LIMITATION OF LIABILITY AND INDEMNITY
18.1 Both you and we agree that neither party nor any of their officers, employees or agents shall be liable for the acts or omissions of the other party, nor its officers, employees or agents.
18.2 Both you and we agree to indemnify and hold the other harmless for any damages, losses, costs and expenses incurred by arising from the acts or omissions of its officers, employees or agents.
18.3 You shall indemnify, defend and hold us harmless against all liabilities, costs, expenses, damages and losses suffered or incurred by us (whether foreseeable at the date of entering into this Agreement or not) and whether, wholly or in part, resulting directly or indirectly from, or connected in any way with, any breach of the Agreement.
18.4 You shall indemnify us in full against:
18.4.1. all claims, liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of any failure of you to comply with your obligations under any applicable anti-money laundering legislation and/or data protection laws in connection with your use of the Services; and
18.4.2. all reasonable costs and expenses incurred by us in respect of enforcing the indemnity set out in this clause, such costs to be assessed by the Court on an indemnity basis in the absence of written agreement between the parties.
18.5 You agree that we shall not be liable for the acts or omissions of any third party, nor its officers, employees or agents, in relation to their performance of any services under any Third Party Terms.
18.6 Nothing in the Agreement will operate to limit either party’s or nor any of their officers’, employees’ or agents’ liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its officers, employees or agents.
19. CHANGES TO THE GENERAL TERMS AND CONDITIONS
19.1 If you are a consumer, a micro-enterprise or a charity, we reserve the right, at any time, to amend any part of the Agreement upon giving you at least two months' notice before the date on which the amendments are to take effect. The amendment shall automatically take effect upon the expiry of the notice period communicated to you.
19.2 In all other circumstances, we reserve the right to amend any part of the Agreement with one month’s notice and such amendments shall be binding upon you immediately on the expiry of such notice to you.
19.3 Any amendments, additions and separate documents are deemed to be accepted by you if you have not addressed a written objection to us to prior to the expiry of the relevant notice period. Where you wish to object to such amendments and/or additions or separate documents are entitled to terminate the relationship with immediate effect.
19.4 If you do not notify us of your intention to refuse the amendments, you will be deemed to have accepted them and the relationship between you and us shall be governed by the new version of the Agreement.
19.5 Where appropriate, the amendments may be made by way of a separate document which shall then form an integral part of the Agreement.
20. TERMINATION OF BUSINESS RELATIONSHIP
20.1 You may unilaterally terminate the Agreement at any time, and without having to state any reason, using the app or our website’s communication channels or e-mail, provided you give at least one month’s notice of termination.
20.2 If you are a consumer, a micro-enterprise or a charity, we may terminate the Agreement at any time, subject to providing you with a period of two months’ notice.
20.3 If you are not a consumer, a micro-enterprise or a charity, we reserve the right to terminate the Agreement at any time with one month’s notice.
20.4 In addition to the above, we may, terminate our relationship with you with immediate effect and without any further formalities, if:
20.4.1. we suspect that you wish to use the Services for any restricted or prohibited activities;
20.4.2. you have caused direct or indirect damage to us;
20.4.3. you are a politically exposed person you do not or may not meet the requirements stipulated in the legal acts regulating the prevention of money laundering and terrorist financing;
20.4.4. there is a legal obstruction to validly contracting with you, such as restricted active legal capacity, lack of authorisation or ambiguous authorisation;
20.4.5. you have been prosecuted and/or convicted for a financial or economic crime, fraud or another crime with regard to abuse of trust;
20.4.6. we suspect you are entering into any activities prohibited by law;
20.4.7. you are in breach of your contractual obligations;
20.4.8. you have supplied insufficient or inaccurate information;
20.4.9. you did not answer our reasonable inquiries in a timely manner;
20.4.10. we are of the opinion that your financial position is threatened
20.4.11. if you are insolvent or bankrupt, or go into or commence proceedings for liquidation or makes an agreement with its creditors generally;
20.4.12. any guarantees obtained in relation to your obligations are insufficient, or the guarantees requested have not been obtained;
20.4.13. we are of the opinion that by continuing its relationship with you may be subject to a liability claim;
20.4.14. your operations appear to be contrary to public policy or standards of decency;
20.4.15. you have failed in your duty of good faith;
20.4.16. you have not used the Services for a period of 60 consecutive days;
20.4.17. if you, in our reasonably exercised judgment, are or may be engaged in fraudulent or illegal activity;
20.4.18. if you are a partnership, the partnership ends;
20.4.19. if you are an individual, you pass away; and/or
20.4.20. if you are a legal entity, control of you or your business changes.
20.5 Where we intend to, or do, terminate the agreement, we will notify you by such means as we deem appropriate to the circumstances.
20.6 Where a termination occurs, you must promptly give us appropriate instructions with respect to the monies we hold for you at the time of the termination so that we can return them to you as soon as possible (subject to our legal obligations in relation to the prevention of money laundering, fraud and other financial crimes). We will not release the funds until we have your explicit instructions.
20.7 After you have given us your instructions, we may, at any time thereafter, convert all funds held as part of the Services into one single currency in accordance with the rate of currency exchange provided by our partners and then transfer them according to your instructions. We reserve the right to transfer the resulting balance by any means that we deems appropriate.
21. SURVIVAL OF CLAUSES FOLLOWING TERMINATION
21.1 Termination of the Agreement (howsoever occurring) shall not affect any party’s accrued rights or liabilities (including but not limited to the obligation to pay any fees) or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.
22. NO WAIVER
22.1 A failure or delay by either any party to exercise any right or remedy under the Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
22.2 A waiver by either any party of any breach of or default under the Agreement shall not be considered a waiver of a preceding or subsequent breach or default.
22.3 A purported waiver or release under the Agreement is not effective unless it is a specific authorised written waiver or release.
23. COUNTERPARTS
23.1 The Agreement may be executed in any number of counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart when executed shall be an original, but all the counterparts together shall constitute one document.
24. THIRD PARTIES
24.1 Unless the right of enforcement is expressly granted, it is not intended that any provision of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Agreement.
25. NO PARTNERSHIP
25.1 No action taken by either of the parties under the Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting you becoming our agent for any purpose whatsoever.
26. ASSIGNMENT AND TRANSFER OF RIGHTS
26.1 Neither you nor we shall assign, transfer, charge, create a trust over or otherwise deal in your or our rights and/or obligations under the Agreement (or purport to do so) without the other's prior written consent which shall not be unreasonably withheld or delayed.
26.2 Unless otherwise stated in the Agreement, neither your or our liability to each other shall be effected by any assignment, transfer, charge, subcontract, delegation, declaration of trust or other dealings.
27. SUBCONTRACTING
27.1 You may not subcontract your obligations under the Agreement to any other party without our prior written consent which shall not be unreasonably withheld or delayed.
28. REMEDIES NOT EXCLUSIVE
28.1 Except as expressly provided under the Agreement, the rights and remedies contained in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.
29. ENTIRE AGREEMENT
29.1 The Agreement represents the entire Agreement between you and us in relation to its subject matter and supersedes and extinguishes any prior drafts, and all previous contracts, arrangements (including any usage or custom and any terms arising through any course of dealing), representations, warranties of any nature whether or not in writing between the Parties relating to its subject matter.
29.2 Both you and we acknowledge and agree that in entering into the Agreement on the terms set out in the Agreement you and we are not relying upon (and shall have no remedy in respect of) any statement, representation, warranty, promise or assurance made or given by any other or any other person (whether negligently or innocently made), whether or not in writing, at any time prior to the execution of the Agreement which is not expressly set out herein. Nothing in this clause shall operate to limit or exclude any liability for fraud.
30. SEVERABILITY
30.1 If any provision of the Agreement in any way contravenes the law of any country, state or province, or the laws of any sovereignty or government in which the Agreement is effective shall, in such country, state or province, or sovereignty or government, as the case may be, to the extent of such contravention of law, be deemed severable and shall not affect any other provision herein or the validity hereof.
30.2 Each provision which is acknowledged severable, shall be modified to the least extent possible as to become valid and enforceable whilst affording us and you the intended rights and/or obligations.
31. DISPUTE RESOLUTION
31.1 Any complaints about our Services and/or the manner in which we have provided them should be notified to us via emailing us to [email protected].
31.2 We will review each complaint in due manner and respond to you promptly on the possible resolution of the complaint. You can find a summary of our Complaints Handling Procedure here: https://novatum.uk/legal/complaints-policy
31.3 If you are not happy with the way in which we have handled your complaint, or the result, you may be able to complain to the Financial Ombudsman Service, who offer an independent review service. This will depend on what type of customer you are and the Service you have received. If you don’t take up your problem with us first you won’t be entitled to complain to the Ombudsman.
31.4 The Financial Services Ombudsman can be contacted through the following means:
Phone: +44 300 123 9 123 or +44 800 023 4567 from 8am to 8pm Monday to Friday, and from 9am to 1pm on Saturdays.
E-mail: [email protected]
Online: https://help.financial-ombudsman.org.uk/help
32. GOVERNING LAW AND JURISDICTION
32.1 The relationship you and us shall be governed by the laws of England and Wales.
32.2 The relations between you and us shall only be regulated by the law of a foreign country if it is so prescribed by the law of where you are resident/established or international agreement. In cases where you are a consumer, the laws of your country of residence (if it is not the UK) may apply as well.
32.3 All disputes shall be of the exclusive competence of the Courts of England and Wales, unless agreed otherwise by you and us or provided otherwise in the law, in particular, according to the applicable jurisdiction rules of the relevant European regulation or applicable convention.