- Why TransferMate
1.1 TransferMate is a service provider which provides technology solutions incorporating international money remittance and foreign exchange services, and whose Subsidiaries are authorised and regulated to provide payment services in various jurisdictions globally.
1.2 Transfermate is a strategic partner of CloudPay (otherwise known as “Partner”) under which certain of TransferMate’s payments solutions are accessible through the services provided by the Partner and the Partner’s system (the “Platform”).
1.3 The Customer wishes to use the payment services provided by Transfermate via the Platform and TransferMate (through a separate agreement with Partner) is entitled to provide these Services.
2. INTERPRETATION AND DEFINITIONS
2.1.1 references to persons includes individuals, bodies corporate (wherever incorporated), joint ventures, unincorporated associations and partnerships or any State body;
2.1.2 the headings are inserted for convenience only and do not affect the construction of the agreement;
2.1.3 the use of the singular number shall be construed to include the plural, and the use of the plural the singular, and the use of any gender shall include all genders.
2.1.4 any reference to any Applicable Law or other enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted;
2.1.5 any phrase introduced by the words “including”, “includes”, “in particular”, “for example” or similar shall be construed as illustrative and without limitation to the generality of the related general words; and
2.2.1 Account means the Transfermate account that is created in connection with the Customer;
2.2.3 Beneficiary means the intended recipient of the Payment Transaction who will be notified to Transfermate by Customer through the Platform;
2.2.4 Business Day means a day (other than a Saturday or Sunday) on which banks are generally open for business in Ireland;
2.2.7 Duly Executed Mandate means the ACH mandate, the direct debit mandate or such other instruction / authorisation to Transfermate specifying an account held by the Customer or Subsidiary of the Customer;
2.2.8 Effective Date means the date of set out on the Confirmation Form and where executed on two different dates shall mean the later of the two execution dates;
2.2.9 Final Transfer means the transfer of funds by Transfermate into the account of the Beneficiary;
2.2.10 Funding Account means those accounts from which Customer wishes to use to fund Payment Transactions;
2.2.11 Go-Live Date means the date on or after the Effective Date that Transfermate has confirmed it has received all the documentation set out at Clause 5.2 and the Services can be provided by Transfermate to the Customer and its Subsidiaries.
2.2.12 Intellectual Property Rights or “IPR” means patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, semiconductor topography rights, utility models, trade secrets, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration and rights to apply, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
2.2.13 Lodgement means the transfer of funds from the Funding Account to the Nominated Account in respect of the Payment Transaction(s), whether made prior to, or subsequent to, the Payment Transaction being made;
2.2.14 Nominated Account means the Transfermate bank account to which Customer’s Lodgement is required to be made;
2.2.15 Payment Transaction refers to the agreement for Transfermate, which shall be requested by Partner, to effect a funds transfer on Customer’s behalf whether at a live exchange rate, a pre-agreed exchange rate or without a foreign exchange element;
2.2.16 Platform means the platform, portal and/or marketplace hosted by Partner and services provided directly to the Customer under a separate legal agreement between Customer and Partner;
2.2.17 Services means the services by which Customer can make payroll payments for it’s employees on the Platform, internationally and domestically, using Transfermate’s globally regulated money movement rails;
2.2.18 Subsidiary of a Party means an entity of which more than 50 percent of the voting power is owned directly or indirectly by that Party, including through one or more Subsidiaries of that Party;
2.2.19 Transfermate Personnel means the employees and permitted agents of Transfermate;
4. SERVICE OBLIGATIONS AND DESCRIPTION
4.2 The Services provided by Transfermate are provided on an execution only basis, meaning that Transfermate does not provide any investment advice, including without limitation, on the merits of the Services and its likely implications. Customer must make a decision to use the Services based solely on Customer’s own judgment, having availed of, if necessary, prior independent financial advice. It is for each Customer to evaluate whether the Services are appropriate in terms of each Customer’s experience, financial objectives, and circumstances.
4.3 Customer may make a Lodgement by payment of a wire transfer or electronic funds transfer. TransferMate including via Partner, will provide Customer with the requisite details of the Nominated Account at the time at which the Contract is agreed, and it is Customer’s obligation to ensure Customer uses the correct Nominated Account. In the alternative, Customer may make a Lodgement by setting up a Direct Debit (‘DD’) or Automated Clearing House (‘ACH’) facility, as long as all details supplied by Customer on the Duly Executed Mandate(s) are correct and valid, and that only authorised signatories on the Customer Funding Account have signed the Duly Executed Mandate
4.4 Other than by availing of the means set out at Clause 4.3, no other means is available for funding the Nominated Account, specifically TransferMate do not accept cash, cheques or any equivalent. Any attempts by Customer to make the Lodgement by any such prohibited means shall be invalid under the Contract, causing a delay and potentially a breach of the Contract by the Customer.
5. CUSTOMER OBLIGATIONS
5.2 Customer shall work with Partner to complete a Confirmation Form or equivalent in respect of each Funding Account to the satisfaction of Transfermate, prior to the Go-Live Date, and where additional Funding Accounts are requested to be added following the Go-Live Date, shall issue a written request to Partner. In the event that a Subsidiary holds the Funding Account then Customer confirms that the Subsidiary is a valid beneficiary of the Services as set out in Clause 20.3. Customer shall obtain appropriate agreement and consent from Subsidiaries in relation to funding Payment Transactions from a Funding Account in the name of the Subsidiary and shall be responsible for any failure to obtain such consent.
5.3 Customer is responsible for all Payment Transactions entered by Users using authorised usernames and passwords.
5.4 Where funding by Direct Debit / ACH, Customer shall comply with the obligations under those schemes, including ensuring there are sufficient funds in Customer Funding Account to meet the direct debit payment and that the direct debit payment has been authorised by the correct entity and persons.
6. TRANSFERMATE PERSONNEL
6.1 Transfermate shall be responsible for the acts and omissions of all Transfermate Personnel.
6.2 Transfermate shall ensure that Transfermate Personnel provided are suitably qualified, adequately trained and capable of providing the applicable Services for which they are engaged.
7. COMMUNICATIONS, USERS ACCESS AND SECURITY
7.1.1 Other than the formal notices provided for at Clause 21.2, all communications in relation to the operation of the Services shall be through the Partner and via the Platform, the Parties authorise Partner to act on that Party s behalf in engagements with the other Party.
7.2 User Set Up and Monitoring:
7.2.1 Partner shall advise TransferMate of the list of persons that Customer requires to have access to the Services (the “Users”), but Customer acknowledges that Transfermate is under no obligation to approve a User.
8.1 TransferMate warrants that:
8.1.2 the Services shall be provided exercising all due skill, care and diligence;
8.1.3 the Nominated Accounts shall be set up for the sole purpose of receiving Lodgements, and remitting Final Transfers to Beneficiaries. The Nominated Accounts and all funds in the Nominated Accounts will be segregated from any funds belonging to Transfermate, its Subsidiaries, its affiliates or any third party. Transfermate agrees that, to the extent permitted by law, it will ensure that no lien may be placed on the funds in the Nominated Accounts; and
8.1.4 it has full legal right, power and authority to provide the Services to Customer.
8.2 Customer warrants that the information given by Customer to TransferMate is accurate and that the Lodgement will not constitute a breach of any Anti-Money Laundering and Exchange Control Laws and regulations
9. DATA PROTECTION
9.1 In respect of all Customer Personal Data (as defined in the Data Protection Laws), received by TransferMate, the Parties agree that TransferMate shall be a processor (or sub-processor if applicable) acting under instructions from Partner, and a separate provision between Customer and Partner governs how Partner processes Customer Personal Data and in turn how Partner appoints and maintains any sub-processing activity, including the subprocessing conducted by TransferMate
10. CHARGES AND TAXATION
10.1 There are no charges payable directly to Transfermate for the provision of the Services hereunder.
11. CHANGE CONTROL
11.1 Transfermate reserves its right to make incremental changes to the Services provided, and where those amendments are classified by Transfermate, acting in good faith as upgrades, updates or improvements to the Services, or are a result of Transfermate’s compliance with Applicable Laws, this shall not constitute a change under Clause 21.5, provided always that such changes shall have no adverse impact on the Customer (collectively “Incremental Changes”).
12. INDEMNITY AND LIMITATIONS OF LIABILITY
12.1 Neither Party limits or excludes its liability for:
12.1.1 In respect of TransferMate, any failure to pay monies to the designated Beneficiary by TransferMate, unless the reason for such non-payment by TransferMate is provided for herein;
12.1.2 In respect of Customer, any breach of its obligations under Clause 5 which leads to a loss for TransferMate or its Affiliates; or
12.1.3 Any liability to the extent that it cannot be limited or excluded by Applicable Laws.
12.4 Subject to Clauses 12.1, in no event shall either party be liable to the other party for: (a) indirect loss, including (i) loss of profits; (ii) loss of business; (iii) loss of revenue; (iv) depletion of goodwill or similar losses; (v) loss of anticipated savings; (vi) loss of goods; (vii) loss of use; ; and (viii) loss of production (to the extent that each such loss is indirect); or (b) special, incidental, indirect or consequential damages.
14. FORCE MAJEURE
14.1.1 act of God, governmental intervention, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution;
14.1.2 adverse weather;
14.1.3 act or intervention of a competent judicial or regulatory authority; or
14.1.4 any event (including any act or omission of any third party) beyond its reasonable control which could not reasonably be planned for or avoided.
15. INTELLECTUAL PROPERTY RIGHTS
16. CONFIDENTIAL INFORMATION
16.1 Each Party shall treat the information received from the other Party whether via Partner or directly as Confidential Information governed by each Party’s respective agreements with Partner and shall be liable to Partner in the event that the receiving Party fails in its obligations to keep such information confidential.
17. ANNOUNCEMENTS AND PUBLICITY
18. SUSPENSION AND TERMINATION
18.2 Transfermate may suspend the Services without notice if Transfermate deems such suspension appropriate in order to observe its regulatory or legal obligations, and shall engage with Partner (who shall in turn notify the Customer) to address the reason for the suspension and make reasonable endeavours to reinstate the Services thereafter. In the event that Transfermate deems, acting reasonably, that it has due cause for not lifting the suspension, it shall notify Customer and Partner of same, and following a 30-day period during which the Customer may request that the matter shall be treated as a Dispute under Clause 21.15, Transfermate shall permanently withdraw the Services from the Customer.
19. POST TERMINATION OBLIGATIONS
19.1 The Parties shall remain responsible for any Payment Transaction made or initiated prior to terminations.
20. ASSIGNMENT, SUB-CONTRACTING AND USE BY CUSTOMER’S SUBSIDIARIES
20.1 Transfermate shall sub-contract some or all of its activities to third parties, including but not limited to its regulated Subsidiaries, subject to these activities being either in respect of Transfermate’s non-regulated activities, or the sub-contractors or Subsidiaries being approved regulated entities, notwithstanding which, Transfermate shall remain responsible for all obligations which are performed by such sub-contractors or Subsidiaries and for the acts or omissions of these sub-contractors or Subsidiaries, as if they were the acts or omissions of Transfermate.
20.2 The sole end recipient of the Services shall be the Customer. The Customer may enable its Subsidiaries to benefit from the Services by requesting this from Partner, confirming certain points in relation to the Subsidiaries and providing some high level information on those Subsidiaries as requested by Transfermate.
20.3 Customer understands that Transfermate has no duty to the Subsidiary, and that all Services provided and legal obligations are owed solely to the Customer;
21.2.1 delivery by hand or email, when delivered;
21.2.2 by post, at 10am on the second Business Day following the date of posting, provided that in each case where delivery by hand occurs after 6pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this Clause 21 are to local time in the country of the addressee.
21.3 Notice Address: The addresses of the Parties for the purpose of Clause 21.2 are as follows:
Customer’s notice address shall be care of the Partner
Address: IDA Business & Technology Park, Ring Road, Kilkenny, Ireland
For the attention of: Legal Counsel, email@example.com
21.10 Dispute Escalation and Resolution: The Parties shall nominate representatives to use all reasonable efforts to resolve in an amicable and co-operative manner issues which are raised by any Party in relation to this Framework Agreement (a “Dispute”). If the Dispute cannot be resolved by the nominated representatives within five (5) Business Days after the Dispute has arisen, a Party may give notice to the other Party in writing (a “Dispute Notice”) that a Dispute has arisen. Within five (5) Business Days after the Dispute Notice, the Dispute shall be referred to a senior executive of each Party for resolution.
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