Unlimited Cloud LLC
TransferMate Facilitated Payment Services Addendum
1. Definitions
Global Account means a unique virtual collection account opened by TransferMate, on the instructions of Partner for the benefit of the Customer, which offers the ability to receive, hold, convert and pay out across multiple currencies.
Group means a Party’s subsidiaries, ultimate holding company and its subsidiaries, as defined in Section 1159 of Companies Act 2006 (UK).
Nominated Account means the account into which transfers are made from the Global Account by Partner under Customer’s authorization, and may include an account in Customers own name, an account in a third party’s name or an account held by the Partner.
Payment Transaction refers to the instruction issued by Partner to TransferMate on behalf of Customer to manage the Funds Flow between the Global Account and the Nominated Account (or elsewhere where permitted), and may include the booking of an FX rate.
Partner means ASIMIT REMITTANCE LTD with whom Customer has entered a contractual relationship to allow Partner act as authorised agent of Customer.
Party means one of TransferMate as the service provider, and Customer as service recipient;
Receivables Transaction means the process by which Customer ultimately receive funds from a third party payer in accordance with instructions provided by Partner on Customer’s behalf, whether into a Global Account or direct to Customer’s external bank account.
TransferMate means 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 Services means the regulated financial services for collecting, storing and transferring out payments (the “Funds Flow”) ultimately due to the Customer’s using the platform and money movement rails of TransferMate’s Group, done under the direction of the Partner.
2. Delivery of TransferMate Services and Appointment of Partner as Agent:
2.2. Customer agrees that Partner shall advise Customer of all the activities that Partner shall undertake in respect of Customer’s funds with TransferMate, including the fact that a Global Account shall be opened in the name of the Customer into which or from which funds belonging to the Customer may be received, paid out and managed by the Partner.
2.3. Customer understands that full Terms and Conditions regarding the TransferMate Services are maintained by TransferMate at https://www.transfermate.com/legal/terms-and-conditions, but that Partner has assumed the responsibility of complying with these terms and engaging with TransferMate for the provision of Payment Transactions in the Customer’s name. Customer acknowledges that it has been afforded an opportunity to review these terms and determine if its appointment of Partner as its authorised agent to engage with TransferMate on its behalf (and accept contractual terms in its name) is appropriate.
2.4. Customer hereby appoints Partner (and its personnel) additional access and rights over the Global Account and the Transfermate Services equivalent to the rights granted to any Customer, and understand that Partner shall have full rights to manage the Funds Flow in Customer’s name . In the event that Customer wishes to revoke the authorisation granted to Partner personnel, Customer is required to inform TransferMate of this immediately.
3. Customer Obligations, Suspension, Termination and Liability:
3.1. Customer must satisfy and continue to satisfy all applicable know your customer, anti-money laundering, and other applicable due diligence requirements set by TransferMate, and Customer consents to Partner providing all necessary information, personal data and documents to subcontractors of Partner, including TransferMate as and when necessary to satisfy due diligence requirements. Customer understands that this shall require TransferMate to process this information through TransferMate’s Group outside of Customer’s home country, and by continuing Customer confirms that it consents to such processing. Where this requires the processing of the personal data of Customer’s representatives, Customer confirms that it has done everything necessary to allow us process this legitimately. TransferMate shall continue to comply with its Privacy Policy in this regard (https://www.transfermate.com/legal/privacy-policy).
3.2. Customer accepts that TransferMate may suspend the TransferMate Services without notice if TransferMate deems such suspension appropriate in order to observe its regulatory or legal obligations, and that TransferMate shall exclusively 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, unless TransferMate deems, acting reasonably, that it has due cause for not lifting the suspension, whereupon it shall notify Partner of same, and following a 30-day period TransferMate Services shall be withdrawn from the customer and unless prohibited, any funds held by TransferMate on behalf of the Customer shall be thereafter be returned.
3.3. Customer understands that there are provisions about the use of the Global Account which are in the full terms and conditions, and a failure by Customer (whether arising from the actions of the Customer or the Partner) to comply with these provisions may lead to legal liability arising on the part of the Customer. This includes but is not limited to using the Global Account to receive fraudulent payments or to make fraudulent payments, and where such arises, Customer acknowledges that TransferMate has the right to block Customer and Partner access to the Global Account, and if reasonably necessary, to withhold funds in the Global Account as a result of a legal liability which has arose as a result of the Customer or Partner’s actions.
3.4. Customer understands that TransferMate bears full responsibility for losses and delays arsing from TransferMate errors in the Funds Flow, with such liability capped at the value of the transaction, and it follows that where the reason for such non-payment arises from an error in the instructions provided by the Customer or the implementation of those instructions by Partner, then TransferMate shall bear no liability for this error.
3.5. This Addendum shall be governed by the laws applicable in Ireland and subject to the exclusive jurisdiction of the courts of Ireland. TransferMate shall comply with the applicable laws of Ireland in delivering the TransferMate Services.