These Terms are live as of 7 October 2022. For existing Customers, the previous terms shall continue to apply until 7 December 2022 and may be accessed at https://www.transfermate.com/cloudpay_terms/archive
These terms and conditions (“Terms of Use”) govern access to and use of the Services (as defined below) by the Customer (“you” or “your”), to the extent such Services are performed by TransferMate Limited, a company incorporated and registered in Ireland with company registration number 477669 and whose registered office is at IDA Business & Technology Park, Ring Road, Kilkenny, Ireland (“TransferMate”). Customer acknowledges that CloudPay is not authorised to perform certain financial services set out as Services in these Terms of Use and that such Services shall be performed by TransferMate. In these Terms of Use the defined term “CloudPay” means CloudPay in its own right and/or CloudPay acting as agent of TransferMate. The Parties expressly intend that TransferMate shall have the right to enforce these Terms of Use and those terms and conditions of the Agreement applicable to the interpretation, application and enforcement of these Terms of Use, notwithstanding that TransferMate is not an executing party to the Agreement and notwithstanding any other exclusion applicable to third parties.
1.1 For the purposes of these Terms of Use, capitalised terms shall have the following meaning:
1.1.1 Account means the TransferMate account that is created by CloudPay for the benefit of the Customer;
1.1.2 Addressable Reference Number means a unique virtual collection account opened by TransferMate, on the instructions of Cloudpay for the benefit of the Customer’s, which offers the ability to receive, hold, convert and pay out across multiple currencies, including in respect of a subset of those currencies.
1.1.3 Agreement means the contract between Customer and CloudPay into which these Terms of Use are incorporated.
1.1.4 Applicable Laws means all statutory instruments, regulations, orders and other legislative provisions which in any way relate to these Terms of Use or the provision of the Services;
1.1.5 Beneficiary means the intended recipient of the Payment Transaction who will be notified by Customer through the Platform;
1.1.6 Business Day means a day (other than a Saturday or Sunday) on which banks are generally open for business in Ireland;
1.1.7 Confirmation Form means the document which contains the Customer consent to these Terms of Use.
1.1.8 Contract means the agreement formed between the Parties regarding a Payment Transaction which is subject to these Terms of Use.
1.1.9 Duly Executed Mandate means the ACH mandate, the direct debit mandate or such other instruction / authorisation specifying an account held by the Customer or Subsidiary of the Customer;
1.1.10 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;
1.1.11 Final Transfer means the transfer of funds into the account of the Beneficiary;
1.1.12 Funding Account means those accounts from which Customer wishes to use to fund Payment Transactions;
1.1.13 Go-Live Date means the date on or after the Effective Date that CloudPay has confirmed it has received all the documentation set out at Clause 4.1 (in Customer Obligations) and the Services can be provided for the benefit of the Customer and its Subsidiaries.
1.1.14 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;
1.1.15 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;
1.1.16 Nominated Account means the TransferMate bank account to which Customer’s Lodgement is requiredto be made, and where applicable may include use of the Global Account;
1.1.17 Payment Transaction refers to the instruction issued by CloudPay to TransferMate on behalf of Customer 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;
1.1.18 Platform means the platform, portal and/or marketplace hosted by CloudPay and services provided directly to the Customer under the Agreement between Customer and CloudPay;
1.1.19 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;
1.1.20 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; and
1.2 Capitalised terms used but not defined in these Terms of Use shall have the meaning set out in the Agreement.
These Terms of Use commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the terms and conditions herein.
3.1 CloudPay shall provide the Services to the Customer in accordance with the terms of these Terms of Use and Applicable Laws, which may be updated by CloudPay from time to time by giving two months written notice to the Customer.
3.2 The Services are provided on an execution only basis, meaning that CloudPay 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.
3.3 Customer has the following options for the making of a Lodgement:
3.3.1 Customer may make a Lodgement by payment of a wire transfer or electronic funds transfer. CloudPay 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;
3.3.2 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; and
3.3.3 Customer may also fund or part fund a Lodgement from funds previously transferred to an Addressable Reference Number. Where funds are held by way of an Addressable Reference Number, these funds are protected by TransferMate in accordance with Applicable Laws.
Other than by availing of the means set out at in this sub-Clause, no other means is available for funding the Nominated Account, specifically funding by cash, cheques or any equivalent shall not be accepted. 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.
4.1 Customer shall complete a Confirmation Form or equivalent in respect of each Funding Account to the satisfaction of CloudPay, 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 CloudPay. In the event that a Subsidiary holds the Funding Account then Customer confirms that the Subsidiary is a valid beneficiary of the Services pursuant to these Terms of Use. 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.
4.2 Customer is responsible for all Payment Transactions entered by Users using authorised usernames and passwords.
4.3 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 thedirect debit payment has been authorised by the correct entity and persons.
4.4 The Customer may share details of the Addressable Reference Number with third parties who may wish to transfer funds to the Customer using the Addressable Reference Number, however the use and disclosure of the Addressable Reference Number to third parties is a matter for the Customer who assumes the risk associated with sharing this information. Customer must ensure that the Addressable Reference Number is not used to collect funds from third parties for any illegal or fraudulent purpose
4.5 The Customer is not permitted to allow a negative balance arise as a result of the use of the Addressable Reference Number, whether as a result of a chargeback, reversal of a transaction, or any other Customer action. Customer shall correct the negative balance within 5 days of the sooner of (i) Customer becoming aware of the negative balance or (ii) CloudPay making a request to do so. CloudPay can take the amount owed as a result of the negative balance from any amount held by it on Customer’s behalf in any other Addressable Reference Number in the Customer’s name. This is referred to as CloudPay’s right of set-off.
5.1 Other than the formal notices provided for in these Terms of Use, all communications in relation to the operation of the Services shall be via the Platform.
5.2 Customer shall provide CloudPay a list of all persons they request to have access to and control of the Services (the “Users”), but Customer acknowledges that CloudPay shall have the right to decline to approve a User for any or no reason.
5.3 Customer confirms it understands that for the purposes of the delivery of the Services in accordance with the Agreement, Cloudpay shall be provided by TransferMate with a right to view and monitor Lodgements made by the Customer and/or the funds held under the Customer’s Addressable Reference Number (where applicable).
6.1 Customer warrants that the information given to CloudPay is accurate and that no Lodgement will constitute a breach of any anti-money laundering or exchange control laws and regulations.
6.2 Customer warrants that it has not entered into these Terms of Use as a result of any marketing activity conducted outside jurisdictions in which TransferMate is authorised to provide the Services.
6.3 Except as provided in these Terms of Use, there are no express warranties, representations, undertakings terms or conditions (whether or written, express or implied by statute, common law or otherwise) made by Transfermate and all warranties, representations, undertakings, terms and conditions (whether or written, express or implied by statute, common law or otherwise) implied to be made by Transfermate including without limitation implied warranties as to satisfactory quality, fitness for a particular purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Services, are hereby excluded to the extent permitted by law.
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 CloudPay and governed by the Agreement.
8.1 Neither Party limits or excludes its liability for:
8.1.1 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;
8.1.2 In respect of Customer, any breach of its obligations under Clause 4 (Customer Obligations) which leads to a loss for TransferMate or its Affiliates; or
8.1.3 Any liability to the extent that it cannot be limited or excluded by Applicable Laws.
8.2 Except as otherwise provided in these Terms of Use, Transfermate shall not be liable for any suspension, withdrawal, interruption or termination of Customer’s access to the Services.
8.3 Subject to Clauses 8.1 and 8.2 (in Indemnity and Limitations of Liability), the aggregate liability of any Party and its affiliates, subcontractors and partners for all other claims, liabilities, losses damages, costs and expenses howsoever arising (whether in contract, tort (including negligence), breach of statutory duty or otherwise) in respect of Services subject to these Terms of Use, shall not exceed £50,000.
8.4 Subject to Clauses 8.1 (in Indemnity and Limitations of Liability), 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.
No Party shall be liable to the other Party for any delay or non-performance of its obligations under these Terms of Use to the extent to which such delay or non-performance arises from any war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, adverse weather, act or intervention of a competent judicial or regulatory authority, or any other any event (including any act or omission of any third party) beyond its reasonable control which could not reasonably be planned for or avoided.
Customer shall own all Intellectual Property Rights in or to all Customer’s Personal Data, and nothing contained in these Terms of Use shall be construed to convey any Intellectual Property Rights in or to the Customer’s Personal Data to CloudPay. Notwithstanding the foregoing, Customer grants to CloudPay the limited rights to use, compile, process, and store Customer’s Personal Data to the extent necessary to provide the Services to Customer pursuant to the provisions of these Terms of Use.
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 CloudPay (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 CloudPay of same, and following a 30-day period Transfermate shall have the right to =withdraw the Services from the Customer. Where legally permitted to do so, any funds held by Transfermate on behalf of the Customer shall be returned as soon as practicable.
12.1 The Parties shall remain responsible for any Payment Transaction made or initiated prior to terminations.12.2 Addressable Reference Numbers shall be disabled upon termination, and any Lodgements to the Addressable Reference Numbers shall thereafter be rejected and returned to the paying account.
13.1 The sole end recipient of the Services shall be the Customer. The Customer may enable its Subsidiaries to benefit from the Services by request and subject to CloudPay due diligence requirements.
13.2 All Services provided and legal obligations are owed solely to the Customer to the exclusion of any Subsidiary.
