These terms and conditions govern the operation and use of the Yordex services. By creating an account you acknowledge that you have read, understood and accept these terms and conditions. In these Terms and Conditions, "Supplier" means Yordex Ltd incorporated and registered in England and Wales with company number 10648661 whose registered office is at 51-52 St John's Square, London, EC1V 4JL, UK, and "Customer" means you
BACKGROUND
(A) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet for the purpose of using virtual bank accounts, issuing cards and making payments globally.
(B) The Customer wishes to use the Supplier's service in its business operations.
(C) The Supplier has agreed to provide these services subject to the terms and conditions of this agreement.
AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Affiliate: all of the Customer’s majority owned subsidiaries
Authorised Users: those employees, agents, independent contractors and customers of the Customer who are authorised by the Customer to use the Services , as further described in clause
2.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Effective Date: the date of this agreement. If the agreement is not dated, it will be the date at which the Customer signed the agreement.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Price Plan: the price plan purchased by the Customer pursuant to clause 9 and as agreed separately by the Supplier and Customer in writing which entitle Authorised Users to access and use the Services in accordance with this agreement.
Renewal Period: the period by which the contract will be renewed as set out in the Price Plan and with the meaning given in clause 14.1. When no Renewal Period is defined in the Price Plan, the Renewal Period will be 12 months.
Services: the services provided by the Supplier to the Customer under this Agreement including but not limited to financial services accessed via the API, as described on https://docs.yordex.com, the Supplier’s mobile application and the Supplier’s customer support services.
Software: the online software applications provided by the Supplier as part of the Services.
Term: has the meaning given in clause 12.1.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes faxes and email
1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
1.11 References to regulatory rules include any amendments or revisions to such rules from time to time; and
1.12 References to regulatory authorities refer to any successor regulatory authorities.
2. SERVICE USAGE
2.1. Subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Term solely for the Customer’s internal business operations.
2.2. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.3. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
2.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
2.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.3.3. access all or any part of the Services in order to build a product or service which competes with the Services; or
2.3.4. use the Services to provide services to third parties, excluding any Affiliate of the Customer; or
2.3.5. subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
2.3.6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2
2.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5. The rights provided under this clause 2 are granted to the Customer and its Affiliates only
3. SERVICES
3.1. The Supplier shall, during the Term, provide the Services to the Customer subject to the terms of this agreement.
3.2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
3.2.1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
3.2.2. unscheduled maintenance performed outside Normal Business Hours.
3.3. The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours on a best effort basis.
4. CUSTOMER DATA
4.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
4.2. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at https://www.yordex.com/legal/privacy-policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion. Expressions defined in the Privacy and Security policy and used in this agreement shall have the meaning set out in the Privacy and Security policy.
4.3. Processing of personal data shall be subject to the Yordex Data Processing Schedule available at https://www.yordex.com/legal/yordex-data-processing-schedule or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5. THIRD PARTY PROVIDERS
5.1. The Customer acknowledges that the Services may enable or assist it to use services from third parties (“Third-Party Services”) and that it does so solely at its own risk.
5.2. The Supplier makes no representation, warranty or commitment and shall have no liability, responsibility or obligation whatsoever in relation to the content or use of, or correspondence with any such Third Party Service, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via a Third Party Services is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the Third Party Service.
5.3. Subject to clause 6.1, the Supplier’s role with respect to Third-Party Services will include:
5.3.1. Providing information about the Third-Party Services to the Customer;
5.3.2. Assisting the Customer in signing up to Third Party Services, by passing relevant Customer Data to the Third Party Service provider following instructions issued by the Customer and by allowing the Customer to accept terms and conditions relating to the Third Party Services via the Suppliers website;
5.3.3. Invoking Third Party Services following instructions issued by the Customer;
5.3.4. Displaying information about the status of the Third Party Services on the Supplier website; and,
5.3.5. Providing first-line support for Customer queries related to the Third Party Services.
5.4. Subject to clause 6.1, the Customer agrees that customer information gathered by the Supplier can be shared with the relevant provider of Third Party Services.
6. SUPPLIER’S OBLIGATIONS
6.1. The Supplier undertakes that the Services will be performed substantially in accordance with reasonable skill and care.
6.2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. Notwithstanding the foregoing, the Supplier:
6.2.1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
6.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3. This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
6.4. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7. CUSTOMER’S OBLIGATIONS
871. The Customer shall:
7.1.1. provide the Supplier with:
7.1.1.1. all necessary co-operation in relation to this agreement; and
7.1.1.2. all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
7.1.2. comply with all applicable laws and regulations with respect to its activities under this agreement;
7.1.3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
7.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
7.1.6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
8. PROPRIETARY RIGHTS
8.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services . Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
8.2. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES
9.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
9.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2. was in the other party’s lawful possession before the disclosure;
9.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
9.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
9.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
9.6. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
9.7. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9.8. The above provisions of this clause 11 shall survive termination of this agreement, however arising.
10. INDEMNITY
10.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:
the Customer is given prompt notice of any such claim;
the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
the Customer is given sole authority to defend or settle the claim.
10.2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
10.2.1. the Supplier is given prompt notice of any such claim;
10.2.2. the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and
10.2.3. the Supplier is given sole authority to defend or settle the claim.
10.3. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
10.4. In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than the Supplier; or (b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or (c) the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
10.5. The foregoing states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11. LIMITATION OF LIABILITY
11.1. This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer:
11.1.1. arising under or in connection with this agreement;
11.1.2. in respect of any use made by the Customer of the Services or any part of them; and
11.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
11.2. Except as expressly and specifically provided in this agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (c) the Services are provided to the Customer on an “as is” basis.
11.3. Nothing in this agreement excludes the liability of the Supplier: (a) for death or personal injury caused by the Supplier’s negligence; or (b) for fraud or fraudulent misrepresentation.
11.4. Subject to clause 13.2 and clause 13.3:
11.4.1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
11.4.2. the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 1% (one percent) the total payment volume processed via the Service during the 12 months immediately preceding the date on which the claim arose.
12. TERM AND TERMINATION
12.1. This agreement shall remain in force until terminated (the “Term”). This agreement is terminated when:
12.1.1. either party notifies the other party of termination in writing; or
12.1.2. it is otherwise terminated in accordance with the provisions of this agreement.
12.2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
12.2.1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
12.2.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
12.2.3. the other party is declared bankrupt, insolvent, enters administration, enters voluntary or involuntary liquidation, has a receiver appointed, is the subject of a winding up petition, or is the subject of any other financial event akin to the foregoing;
12.2.4. the other party ceases or threatens to cease to carry on all or substantially all of its business;
12.2.5. the Customer falls into one or more prohibited category set out in Schedule 1.
12.3. On termination of this agreement for any reason:
12.3.1. all licences granted under this agreement shall immediately terminate;
each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
12.3.2. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
12.3.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
13. FORCE MAJEURE
13.1. The Parties shall have no liability to the other under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.
14. CONFLICT
14.1. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
15. VARIATION
15.1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16. WAIVER
16.1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. RIGHTS AND REMEDIES
17.1. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18. SEVERANCE
18.1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. ENTIRE AGREEMENT
19.1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
19.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
20. ASSIGNMENT
20.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21. NO PARTNERSHIP OR AGENCY
21.1. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22. THIRD PARTY RIGHTS
22.1. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
23. NOTICES
23.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or email to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
23.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by a pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received when sent.
24. GOVERNING LAW
24.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
25. JURISDICTION
25.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 PROHIBITED CATEGORIES
Prohibited Categories are
* Illegal goods or activities in any jurisdiction
* Countries or individuals sanctioned by the UK government
* Providers of Gaming/gambling services, Adult content, Weapons and defence services and Detective/Private Investigator agencies
* Any category of business or individual which the board deemed to be prohibited and this Schedule 1 shall be updated accordingly.
