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           TERMS AND CONDITIONS

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Last update: 27.09.2023

 

 

We welcome you to our website. If you (hereinafter referred to as “you” or the “Merchant”)

choose to continue browsing this website, then you are agreeing to comply with

and be bound by these terms and conditions which govern your relationship with CLASP

(hereinafter referred to as “we”, “us”, or the “Company”).

 

SERVICES

 

1.    The Company shall provide the following

services: (i) merchant/payment/banking account facilitation, assistance in

negotiation of commercial terms and on-boarding; (ii) merchant underwriting;

and, (iii) merchant/payment data transmission service that helps you integrate

with a payment service provider (the “Provider”) (collectively referred to as

the “Services”).

 

2.    For the avoidance of doubt, it is

clarified that the Company shall not be deemed as a payment institution, bank

or any other related financial institution and does not provide financial

services. Its role is limited to as provided in these terms and conditions.

 

3.    The

Provider under these terms and conditions is, but is not limited to, a

bank, payment institution, electronic money institution, currency exchange

provider, money services business the Company has an agreement with. All the

transactions contemplated under this terms and conditions shall be processed by

the Provider.

4.    The role of the Merchant is to utilize

the Services. However, by using these Services, you automatically represent and

warrant that you are legally incorporated as a business and are not conducting

your business in an individual capacity.

5.    Under these terms and conditions, the

Company grants the Merchant a limited and non-exclusive license to use the

Service (the “License”) provided by the Provider for the duration of these

terms and conditions.

 

6.    The Company shall use reasonable efforts

to provide the Merchant with good customer support and assist you in the event

of any issues which are connected with the Services. This includes connecting

you with the Provider.

 

7.    The Merchant shall be responsible for

determining the taxes which may arise as a result of using the Services. Such

taxes shall be borne solely by the Merchant.

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SECURITY

 

8.    The Company shall have reasonable checks

and balances and maintain necessary procedures for the protection of personal

information of the Merchant and related customers which are stored as a result

of using the Services. However, it is clarified that such security and

protection cannot be guaranteed and in such an event, the Company excludes it’s liability.

 

9.    The Merchant assumes entire responsibility

for the data which is in his control. This includes, but is not limited to data

on his website. The Merchant shall comply with all laws, rules and regulations

which are in connection with security of the transactional information. You

shall also be compliant with application data security standards. In the event

if the Company requires so, you shall provide with relevant data of such

compliance.

 

10. The privacy policy of the Company shall be incorporated

in these terms and conditions and you shall be bound by the same. The privacy

policy relates to important information regarding use, collection, retention

and disclosure of personal information.

 

11. In the event any complaints or requests are made with

respect to processing of any personal data under these terms and conditions, we

will provide with reasonable co-operation and assistance.

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12. In the event you receive any confidential information

under these terms and conditions, you shall keep such information confidential

at all times and only use the same strictly for the purposes of the Services or

as otherwise permitted.

 

13. Any confidential information that you receive under these

terms and conditions shall not be used for marketing purposes and the same

shall not be disclosed.

 

14. The Company reserves the right not to provide the

Services in the event we suspects that you are in violation of your privacy

obligations. In such an event, you further authorize us to report such activity

or action to the relevant law enforcement agencies to take appropriate action.

 

ACCOUNT REGISTRATION

 

15. The Services are only made available to individuals

globally that are in the business of selling goods and services. You may not

use the Services for non-commercial, personal, family, or household purposes.

 

16. To use the Services, the Merchant is required to register

for an account. When you register for an account, the Company will collect

relevant information such as name of business or trade name, your address,

email, phone number, business identification or registration number, and

certain other information that may be required.

 

17. You may register as an individual (sole proprietor) or as

a corporation or other legal entity. In the event you are registering as a

legal entity, you must have the legal authority to act on behalf of the entity.

 

18. Additional information may be required by the Company for

verification of identity of the business. This may include tax number and tax

registration number.

 

19. Once all the information is provided, the same is

verified and reviewed and thereafter, we determine whether you are eligible for

the use of Services. You will be notified whether your application of

registration is accepted or rejected.

 

20. For complete registration of the account herein, you will

also be required to identify the location from where the business is operating.

You represent and warrant that you are a legal resident, or your business is

duly registered, in such country.

 

FUNDS

 

21. You shall pay the fees for processing, which are

incorporated herein by reference (the “

Fee”). The Fees shall be collected from you by the Provider in

accordance with the applicable terms and agreement between you and the

Provider.

 

22. You shall be solely responsible to report, collect and/or

pay all applicable taxes and fees which may be imposed by any third party or

regulatory authority. In the event you are entitled to any exemption, you must

provide evidence of the same.

 

 

23. You shall also be responsible for the fines and penalties

imposed on you by any third party, which includes banks, financial

institutions, regulatory authorities and payment networks.

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TERM AND TERMINATION

 

24. These terms and conditions shall be effective upon the

date you agree to it (by using our website) and continues so long as you use

the Services or until terminated by either Party in accordance with the terms

and conditions stated herein.

 

25. You may terminate these terms and conditions by closing

your account. The Company may terminate these terms and conditions and close

your account at any time, for any reason, upon notice to you.

 

26. Upon termination and closing of your Account, Provider

will immediately discontinue your access to the Services. You agree to stop

accepting new transactions.

 

27. In the event of termination, you shall not be refunded the

remainder of any Fees that you have paid for the Services to the Provider.

 

28. Termination of these terms and conditions does not

relieve you of your obligations as defined in these terms and conditions, and

the Provider may elect to continue to hold any funds deemed necessary, pending

resolution of any other terms or obligations defined in this terms and

conditions.

 

29. Upon termination of these terms and conditions, you

agree: (i) to immediately cease your use of the Services; (ii) to discontinue

use of any Company or Provider trademarks; and (iii) that the license granted

under these terms and conditions shall end.

 

30. The Merchant hereby agrees to defend, indemnify and hold harmless the Company from all damages, expenses and claims arising out of or which are in connection with the performance of the Services and are as a result of the Merchant’s negligence or breach of these terms and conditions, applicable laws, policies and agreement between you and the Provider.

 

REPRESENTATIONS AND

WARRANTIES

 

31. Each Party hereby represents and warrants that (i) it has

the full right and power to enter into these terms and conditions, to perform

all the obligations hereunder, and to grant the rights without violating the

legal or equitable rights of any other persons or entity; and (ii) the

execution and performance of these terms and conditions will not conflict with,

or result in a breach of, or default under the terms and conditions of any

other agreement and/or arrangement to which either Party has agreed to, or is a

party to, or is legally bound to that effect.

 

32. The Services and other documentation in relation thereto

are provided on as “as is and where is” basis. The same is without any

warranties, either expressed or implied. Use of the Services shall be at the

sole risk of the Merchant.

 

33. THE COMPANY ENDEAVOURS TO KEEP THE INFORMATION ON THIS

WEBSITE UP TO DATE AND ACCURATE, HOWEVER, WE MAKE NO WARRANTIES AND

REPRESENTATIONS OF ANY KIND REGARDING THE ACCURACY, COMPLETENESS, SUITABILITY,

RELIABILITY AND AVAILABILITY REGARDING THE INFORMATION, MATERIALS, PRODUCTS AND

SERVICES LISTED ON THIS WEBSITE. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS

OR DAMAGE OCCURRED TO YOU AS A RESULT OF RELYING ON SUCH INFORMATION.

 

34. IN NO EVENT WHATSOEVER, THE COMPANY, ITS SUBSIDIARIES,

AFFILIATES, PARTNERS, SUBCONTRACTORS, LICENSORS, EMPLOYEES, DIRECTORS AND/OR

AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, EXEMPLARY,

SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR ANY OTHER KIND OF DAMAGES,

CLAIMS, INJURIES OR LOSSES WHICH ARISE DIRECTLY OR INDIRECTLY FROM THE USE OF

THIS WEBSITE OR ANY OTHER PRODUCTS OR SERVICES WHICH ARE DISTRIBUTED THROUGH

THIS WEBSITE, IRRESPECTIVE OF WHETHER SUCH DAMAGE IS DUE TO THE RESULT OF

ERRORS, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN THE WEBSITE.

 

35. THE MERCHANT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD

HARMLESS THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, BUSINESSES, PARTNERS AND

THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL

LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND

COURT COSTS, RESULTING FROM ANY VIOLATION OF THESE TERMS AND CONDITIONS OR ANY

ACTIVITY WHICH IS RELATED TO THE ACCESS OF THIS WEBSITE, WHICH INCLUDES BUT IS

NOT LIMITED TO NEGLIGENT OR WRONGFUL CONDUCT.

 

DISPUTE RESOLUTION

 

36. Disputes Between

you and Provider. In the event of dispute between you and Provider in

connection with the Services, you release us and our Affiliates, officers,

directors, employees, agents, and licensors from any and all claims, demands,

actions, liabilities, rights, duties and damages (actual or consequential) of

every kind and nature, known and unknown, arising out of or in any way

connected with such disputes.

 

37. Disputes between

you and Company. By agreeing to the Terms of Service, you agree that

unless precluded by any applicable law, you and Company shall resolve any claim

that you may have against Company solely by arbitration on an individual basis.

This will preclude you from bringing any class, collective, or representative

action against Company, and also preclude you from participating in or

recovering relief under any current or future class, collective, consolidated,

or representative action brought against Company by someone else.

 

GENERAL

 

38. Neither Party shall be responsible for any failure or

delay in performing its obligations or liable for any losses or damages under

these terms and conditions due to an event or circumstance which is beyond its

reasonable control and which makes performance of its obligations under this

terms and conditions impossible, materially impracticable or onerous and

includes, but is not limited to, changes in legal or regulatory requirements,

war, riots, civil disorder, terrorism, earthquake, fire, explosion, pandemic,

storm, flood, or other adverse weather conditions, strikes, lockouts, or other

industrial action (“Force Majeure”).

 

39. Neither Party shall assign or novate its rights and

obligations under these terms and conditions without the prior written consent

of the other Party.

 

40. The failure of either Party to enforce or to exercise at

any time or for any period any term of or any right pursuant to these terms and

conditions shall not be construed as a waiver of any such term or right and

shall in no way affect that Party’s right later to enforce or exercise it.

 

41. If any provision of these terms and conditions is found

by any arbitration tribunal, court or administrative body of competent

jurisdiction to be invalid or unenforceable, then such invalidity or

unenforceability shall not affect the other provisions of these terms and

conditions and shall remain in full force and effect.

 

42. These terms and conditions binds you and your respective

heirs, representatives, and permitted and approved successors (including those

by merger and acquisition), or any permitted assigns.

 

43. The Parties understand and agree that all terms and

conditions that require continued performance, compliance, or effect beyond the

termination date shall survive such termination date and shall be enforceable

in the event of a failure to perform or comply.

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