Online Service Terms & Conditions
We hereby formulate the Terms and Conditions of Online Financial Services (the “Terms”) in order to provide you with better Online Financial Services, prevent risks inherent in the Online Financial transactions, and specify the rights and obligations of the parties in the Online Transactions. Please read the Terms carefully before you use our Online Services. If you have any questions, please feel free to contact us, and you can browse our official website www.moneymarketgurus.com for the most up-to-date contact information.
Terms and Conditions of Online Financial Services
I. Scope of Application
- Terms and Conditions of Online Financial Services (as may be varied and amended from time to time, hereinafter referred to as these “Terms”) shall apply to the Online Financial Services provided by Money Market Gurus Limited (hereinafter referred to as “We” or “Us”) and shall be legally binding on clients, subscribers, users, customers and all persons that access and or wish to employ any of the services offered on this online platform, henceforth refereed to collectively and variously as “Client/s”. Both clients and we shall comply with the Terms and Conditions.
- By accepting and or agreeing to these terms and conditions, the Client confirms that they have carefully read the Terms and Conditions and fully understand the provisions hereof, and the client has exercised their right to require us to provide sufficient explanation about the Terms and Conditions herein specified.
- By confirmation and acceptance of these terms and conditions prior to the Client applying to us for activation of Online Transaction Services and or usage of our Online platform, the client shall BE DEEMED TO HAVE CAREFULLY READ, UNDERSTOOD AND ACCEPTED THESE TERMS AND CONDITIONS AND AGREED TO BE BOUND HEREBY.
II. Provision of Services
- You may apply to us for the activation of Online Financial Services. However, we reserve the right to approve, verify and activate all or any part of the functions of the Online Financial Services for the use and or access for the Client. We reserve the right to permit the Client to use parts of the Online Services without applications or requiring additional operations on our part. The Client may apply to terminate usage of some of the services provided on the online platform; such termination must be made subject to and in compliance with our terms and conditions.
- The Client may use computers, fixed-line phones, mobile phones, or other electronic devices to access, use or operate all or part of our financial services via the Internet, telephone communication networks, wireless networks, other open public networks (hereinafter referred to as “Online Financial Services” or these “Services”).
III. Content of Services
- Online Financial Services
- Upon activation of account, you can enjoy Online Services via MoneyMateTM app or our website at www.moneymarketgurus.com
- Online Financial Services may include the Mobile Financial Services.
- Phone Services
- The Client may contact us via the client service hotline or contact number for Phone Services published on our official website www.moneymarketgurus.com or our App.
- We and or our agents may dial the telephone numbers registered by Clients with us to provide financial services, advice, and caution or convey any information deemed relevant including termination of the contractual relations between the parties to the said Clients.
- SMS Services
- SMS Services refer to those services with which we will handle financial business for clients according to SMS instructions sent by clients.
- We may but are not obliged to notify Clients of relevant results via SMS.
- Clients may access SMS Services via our registered SMS platform number as published on our official website www.moneymarketgurus.com or our App.
- Change of Address and other contact details
- We may change the website address, telephone number, SMS number and domain name for Online Services from time to time. Thereafter, the changed website address, telephone number, SMS number, and domain name for Online Services as announced or notified to Clients by us from time to time shall apply.
- YOU SHALL NOT USE WEBSITE ADDRESS, TELEPHONE NUMBER, SMS NUMBER, OR DOMAIN NAME FOR ONLINE SERVICES NOT ANNOUNCED OR NOTIFIED BY US. IF ANY CLIENT IS AWARE OR SUSPECT THAT ANY OTHER PERSON OR ENTITY PROVIDES ONLINE SERVICES IN OUR NAME, SUCH CLIENT SHALL NOTIFY US IMMEDIATELY.
- We may from time to time advertise products or services provided by our affiliates or us.
IV. Recipient of Services
- These Services are made available to:
- Those persons employed by affiliated or accredited companies or institutions.
- Potential clients intending to consult us about our products and services.
- These services are not available for the execution of any activities that are illegal, unconscionable and dangerous or hazardous to the environment and human beings, both physically, by implication, actual or implied, in the long term or short term.
- Any other persons as shall be approved from time to time.
V. Function, Operation, Suspension and Termination of these Services
- The Client undertakes to apply for activation of and use part or all of the functions of these Services according to the procedure (if any) specified by us.
- The Client may use these Services to inquire about part/all of financial information, although such information might not be up to date, since some transactions are likely pending processing; unless verified and confirmed by us.
- We will not make any warranty with respect to the financial information queried by clients through these Services.
- We shall not be liable to the dissemination of information that may be outdated, inaccurate or misconstrued by the recipient of such information.
- With respect to variation in Online service channels, and/or different financial services, and/or different client types, and/or other factors, we might provide different Online Financial Services.
- The specific applicable conditions of Online Financial Services, content, functions and runtime of services depend on actual operations and actual operating environment.
- We may formulate or modify the user manuals, guides, function introductions, announcements or notices of relevant information regarding the Online Financial Services from time to time, which the Client may read and consult, but if they differ from actual operations and actual operating environment of these Services, the actual operations and operating environment shall prevail.
- Provisions regarding the runtime of these Services might vary with different functions under these Services, specifically subject to the actual operations and operating environment of such functions under Online Services.
- Where a client submits a transaction instruction other than during the runtime of these Services, such instruction might be executed in the subsequent runtime.
- We will take reasonably practicable actions to ensure that our Online service system has sufficient security settings to control and manage risks in the operating system and provide these Services constantly, subject to the provisions of these terms and conditions. For the avoidance of doubt, the Client finds our obligations under this Clause satisfactory and shall not hold us liable for any breach in the online security system or any other breaches of security suffered during any transaction and communication between the Client and us and or our agents and or on our online platform.
- CLIENTS ACKNOWLEDGE AND AGREE THAT:
- DUE TO THE NEED FOR REGULAR MAINTENANCE AND OTHER REASONS, WE WILL HAVE THE RIGHT AT ANY TIME TO UNILATERALLY (1) ADD, DELETE, MODIFY OR SUSPEND ANY AVAILABLE FUNCTIONS OR THE CONTENT OF THESE SERVICES; (2) CHANGE THE RUNTIME; OR (3) SUSPEND, OR TERMINATE PART/ALL OF THESE SERVICES. UNLESS OTHERWISE PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR LOSSES CAUSED BY THE FOREGOING ACTIONS.
- UNLESS OTHERWISE PERMITTED BY US, CLIENTS MIGHT BE UNABLE TO SUSPEND OR TERMINATE FUNCTIONS OF THE ONLINE SERVICES.
- Modification, suspension and termination of these Services may have an effect on client instructions we have received, for which we shall not be liable for any resulting loss and or liability.
VI. Identity Verification
- We may require different methods of identity verification (hereinafter referred to as “Identity Verification Information”) for different Online service channels, and/or different financial transactions, and/or other security considerations, including but not limited to one or more of the following identity verification methods:
- Various Online service passwords, including but not limited to Phone password, Online password, query password, transaction password, and electronic advice password (also called “Login Code” in some cases), OTP (One Time Passwords) which are hereinafter collectively referred to as “Online Service Passwords” or simply “Passwords”;
- Verification Codes;
- Fingerprint identification passwords;
- Face identification passwords;
- Preset security questions and answers;
- Personal information (the usernames, Phone user numbers, Identification documents and Identification numbers, mobile phone numbers, fixed-line phone numbers, correspondence addresses and other client information relating to these Services and used for verifying clients’ identity, which are set by clients/us, and/or recorded in databases of government departments/other commercial databases).
- In the case of a Company or Registered Corporation, certified copies of the Company Certificate of Incorporation among other documents. We may add, delete or change identity verification methods from time to time.
- THE CLIENT ACKNOWLEDGES THE RESULTING CONVENIENCE OF USE OF THE ONLINE FINANCIAL SERVICES AND FLEXIBILITY AND ARE AWARE OF AND WILLING TO ASSUME RISKS THAT MIGHT ARISE DURING THE COURSE OF USE OF THE ONLINE SERVICES.
- Clients shall comply with our terms and conditions for use the Online Services through the identity verification method required by:
ALL OPERATIONS PERFORMED AND PASSED BY IDENTITY VERIFICATION UNDER THE ONLINE SERVICES (INCLUDING ANY ONE OR MORE ITEMS OF ACCURATE IDENTITY VERIFICATION INFORMATION DESCRIBED UNDER THESE TERMS AND CONDITIONS) WILL BE DEEMED AS BEING PERFORMED BY THE CLIENT HIM/HERSELF AND ARE THE TRUE INTENTION OF THE CLIENT, AND THERE IS NO NEED TO GET ANY FURTHER WRITTEN OR OTHER FORM OF CONFIRMATION FROM THE CLIENT, EVEN IF SUCH OPERATIONS ARE SUBSEQUENTLY PROVED TO BE ACTUALLY NOT PERFORMED BY THE CLIENT IN PERSON.
- When a client dials our Phone number or receives a call or SMS from our Phone number, we may require the client to verify his/her identity via Phone password or query password or preset security questions, and the client shall cooperate in the verification process.
- For certain financial services, we reserve the right to require a client to use a mobile verification code (a one-time password generated and sent by us to the mobile number registered by the client with us, hereinafter referred to as “Verification Code”) and or to provide additional identity verification. CLIENTS CLEARLY UNDERSTAND THAT IF THE MOBILE PHONE USED FOR VERIFICATION OR THE MOBILE NUMBER REGISTERED WITH US IS LOST, STOLEN OR GOES OUT OF CONTROL OF CLIENTS, THIS MIGHT RESULT IN LEAKAGE OF IDENTITY VERIFICATION INFORMATION AND LOSS OF CLIENTS’ FUNDS, WHICH RISK, LOSS AND DETRIMENT SHALL BE BORNE ENTIRELY BY THE CLIENT.
- In case the Identity Verification Information input by a client in his/her use of relevant Online Financial Services is inconsistent with the information recorded by us, we reserve the right to freeze relevant Identity Verification Information (such as passwords), accounts and services of the client, till the client completes the identity verification, resets or modifies the relevant Identity Validation Information pursuant to relevant requirements prescribed by us.
- A client may modify and update their Identity Verification Information under these Services, but any such modification must be made pursuant to relevant requirements prescribed us and shall not become effective until accepted by us.
- We shall have the right to perform identity verification of a client before executing the client’s instruction to modify his/her Identity Verification Information.
- The Client shall be solely liable for any loss, detriment and or damage suffered to both the Client and us as a result of them submitting inaccurate identification information and or documents to us.
VII. Authorization and Operation of Instructions
- Clients warrant that instructions given in connection with these Services are accurate, adequate and complete. Unless clients have received our confirmation of receipt of such instructions, we shall not be deemed to have received such instructions.
- We shall have the right to deduct relevant specified fees from client accounts upon subscription to the online services by the Client and before executing relevant instructions issued by the client or the deduction of any service fees that may be due and owing to us.
- CLIENTS UNDERSTAND AND AGREE THAT, UNLESS OTHERWISE PERMITTED BY US AND EXCEPT WHERE IT IS ACTUALLY PRACTICABLE, INSTRUCTIONS SENT BY CLIENTS THROUGH THESE SERVICES CANNOT AND SHALL NOT BE WITHDRAWN OR REVOKED.
- Where a client requires us to withdraw or revoke submitted instructions, we reserve the right to withdraw or revoke (without obligation or liability to the Client), and the client agrees to bear all the costs and expenses resulting from such withdrawal or revocation of instructions.
- WE MAY EFFECT WITHDRAWAL OR REVOCATION OF THE AFOREMENTIONED INSTRUCTIONS ONLY TO THE EXTENT THAT WE CAN PRACTICALLY DO SO. WE DO NOT WARRANT SUCCESSFUL WITHDRAWAL OR REVOCATION.
- WHERE WE ARE NOT SATISFIED THAT THE INSTRUCTION HAS BEEN DULY AUTHORISED BY THE CLIENT, WE RESERVE THE RIGHT TO USE A REASONABLE METHOD TO VERIFY WHETHER SUCH INSTRUCTION HAS BEEN AUTHORISED BY THE CLIENT, WHILE THE CLIENT SHALL COOPERATE.
- WHERE WE REASONABLY SUSPECT THAT AN INSTRUCTION RECEIVED HAS NOT BEEN DULY AUTHORISED BY THE RELEVANT CLIENT, OR THE CONTENT OF THE INSTRUCTION RECEIVED BY US IS INCONSISTENT WITH THE INFORMATION RECORDED WITH US, OR THE IDENTITY VERIFICATION INFORMATION WE RECEIVE IS INCONSISTENT WITH OUR RECORDS, WE MAY:
- DECLINE TO EXECUTE OR REVOKE THE INSTRUCTION SUBMITTED THROUGH THESE SERVICES; AND/OR
- REQUIRE THE CLIENT TO PROVIDE A WRITTEN CONFIRMATION IN THE CASE OF A SPECIAL INSTRUCTION.
IT IS UNDERSTOOD AND AGREED THAT THE FOREGOING ACTIONS ARE NECESSARY TO SECURE THE TRANSACTION, AND CLIENTS ACCEPT ANY INCONVENIENCE, DELAY OR LOSS ARISING THEREFROM.
- IN CASE ANY OF THE FOLLOWING CIRCUMSTANCES ARISES ON THE DESIGNATED EXECUTION DATE OR WHEN THE RELEVANT TRANSACTION IS PERFORMED, WE SHALL HAVE NO OBLIGATION TO EXECUTE THE TRANSACTION INSTRUCTION OF THE CLIENT IN WHOLE OR IN PART, AND THE CLIENT MIGHT SUFFER RELEVANT LOSS OR DAMAGE:
- Where the client’s credit limit is reached or where execution of an instruction would take a client over the agreed credit limit; and.
- In the event that an error occurs to a transaction instruction during its execution. The relevant Client shall contact us within 7 (seven) days after the date when the Client knows or ought to know that such error occurs, otherwise the Client shall be deemed to have acknowledged and accepted our execution, and shall assume the relevant consequences, loss, detriment and or liability arising therefrom.
VIII. Risk Warning and Liability Provisions
- Clients clearly understand and agree that the use of the Online Financial Services, including but not limited to the transmission of instructions, information or communications via the Internet, telephone communication networks, wireless networks, other open public networks or private networks will increase the risks of error, security, privacy and fraud, for which we shall not assume any liability for loss, negligence and or detriment including but not limited to the following:
- Any error, delay or time difference during the transmission of instructions or notices;
- Negligence or omission to execute any order or requirement set forth in instructions or notices;
- Existence of any unclearness in instructions or notices or our possible misunderstanding of the content of such instructions or notices;
- Any misuse of Clients’ systems by Clients or other persons or software programs;
- The risk that any third party acquires personal information of Clients or uses accounts of clients through these Services due to any reason attributable to Clients;
- Any of our misunderstandings or errors in terms of identity verification;
- The risk that instructions pass our identity verification and are deemed to be submitted by clients personally, but they are actually submitted by third parties using clients’ usernames, passwords or Verification Codes and are executed;
- The risk that instructions or notices alleged to be given by clients while are actually not authorized by clients; and/or
- Any fraud or imposture by any person.
CLIENTS UNDERSTAND AND AGREE THAT, WE WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY OF ANY INSTRUCTION OR NOTICE UNDER THESE SERVICES, OR ASSUME LIABILITY FOR ANY ERROR, LACK OF RELIABILITY OR SECRET LEAKAGE IN ANY SUCH INSTRUCTION OR NOTICE. THE CLIENT UNEQUIVOCALLY ACCEPTS ALL RISK INVOLVED IN USE OF THE ONLINE FINANCIAL SERVICES PLATFORM AND TO BE BOUND BY ALL INSTRUCTIONS OR NOTICES ISSUED BY US. WE SHALL NOT BE HELD LIABLE FOR THE LOSSES, DETRIMENT OR DAMAGES SUFFERED BY CLIENTS OR ANY THIRD PARTY, EXCEPT (BUT NOT AUTOMATICALLY) DUE TO STRICT PROOF OF WILLFUL MISCONDUCT, SUBJECT TO THE TERMS AND CONDITIONS HEREIN PRESCRIBED.
- WITH RESPECT TO ALL CLAIMS, LEGAL PROCEEDINGS, LEGAL LIABILITIES, LOSSES DIRECTLY OR INDIRECTLY ARISING FROM OUR ACTING UPON THE INSTRUCTIONS OR NOTICES OF CLIENTS AND/OR ARISING FROM ANY OF THE FOLLOWING CIRCUMSTANCES, AS WELL AS ALL THE EXPENSES (INCLUDING LEGAL COSTS) INCURRED BY US IN EXERCISING OR ENFORCING OUR RIGHTS (INCLUDING SEEKING RECOVERY FROM CLIENTS), CLIENTS AGREE TO SOLELY BEAR SUCH EXPENSES AND UNDERTAKE TO FULLY INDEMNIFY US AGAINST SUCH LOSSES AND EXPENSES INCURRED BY US.
- CLIENTS UNDERSTAND AND ACCEPT THAT WHEN ANY OF THE FOLLOWING CIRCUMSTANCES ARISE, OR CLIENTS USE THESE SERVICES IMPROPERLY, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL ARISE, THAT MIGHT RENDER THESE SERVICES UNUSABLE NORMALLY OR AT ALL, OR WE FAIL TO ACT OR DELAYS IN ACTING UPON THE INSTRUCTIONS OR NOTICES UNDER THESE SERVICES, CLIENTS MIGHT SUFFER RELEVANT LOSSES FOR WHICH WE SHALL NOT BE LIABLE:
- ANY EQUIPMENT/SYSTEMS USED BY CLIENTS ARE INCOMPATIBLE WITH THE SYSTEM REQUIRED FOR THESE SERVICES;
- TRANSMISSION OR COMMUNICATION FACILITIES ARE DAMAGED OR FAIL DUE TO ANY REASON, OR TRANSMISSION OR COMMUNICATION IS IMPOSSIBLE OR DELAYED OR ERRONEOUS DUE TO ANY OTHER REASON;
- USE DEMAND EXCEEDS SYSTEM LOAD OR SYSTEM LIMIT, OR THE SYSTEM OR NETWORK FAILS;
- HACKER ATTACK, SYSTEM FAILURE, COMMUNICATION FAILURE, NETWORK CONGESTION, POWER SUPPLY SYSTEM FAILURE, COMPUTER VIRUS AND MALICIOUS PROGRAM;
- ANY MACHINE, SYSTEM OR COMMUNICATION ERROR, INDUSTRIAL DISPUTE OR ANY OTHER CIRCUMSTANCE BEYOND OUR CONTROL, SO THAT THESE SERVICES ARE UNUSABLE IN WHOLE OR IN PART, OR INSTRUCTIONS SUBMITTED BY CLIENTS CANNOT BE EXECUTED AT ALL OR EXECUTED TIMELY OR ACCURATELY.
- IF CLIENTS ACCESS THESE SERVICES THROUGH ANY THIRD PARTY SERVICE NOT CONTROLLED BY US OR ACCESS SUCH THIRD PARTY SERVICE THROUGH THESE SERVICES, OR OBTAIN VERIFICATION CODES OR OTHER ONLINE SERVICE PASSWORDS THROUGH ANY SERVICE NOT CONTROLLED BY US, OR SUFFER ANY LOSSES DUE TO THE USE OF SUCH THIRD PARTY SERVICE, WE SHALL NOT BE HELD LIABLE. Clients undertake to assert their relevant rights against third party service providers pursuant to the terms and conditions of service of such third parties.
IX. Security Guarantee
- Clients shall properly keep their mobile phones used to receive Verification Codes (hereinafter referred to as “Mobile Phones for Verification”), Identity Verification Information, electronic advice passwords (if any) sent by us to the email addresses or such other contact information designated by clients.
- Clients are aware and undertake that they might suffer losses for any leakage of their Identity Verification Information to others. CLIENTS AGREE TO BEAR RELEVANT RISKS THAT THEIR IDENTITY VERIFICATION INFORMATION MIGHT BE USED BY UNAUTHORISED PERSONS OR USED FOR UNAUTHORISED PURPOSES, AND BEAR RELEVANT LOSSES CAUSED BY THE LEAKAGE OF SUCH INFORMATION.
- As soon as the a client gets to know or suspect that his/her Identity Verification Information is known to any unauthorized person, the Mobile Phone for Verification is lost, or any unauthorized person uses these Services impersonating the client, the client shall immediately notify us by dialing the telephone number designated by us, and require us to suspend or terminate all/part of Online Services (to the extent that such services can be suspended or terminated). WE WILL NOT BE HELD LIABLE FOR ANY LOSS ARISING BECAUSE ANY UNAUTHORISED PERSON USING THESE SERVICES OR IMPERSONATING THE CLIENT OR WHERE SERVICES ARE USED FOR UNAUTHORISED PURPOSES.
- Clients shall modify their Online service passwords on a regular basis or as required by the system, and do not use any Online service password that has been used in the past.
- When a client sets or changes his/her password, the client shall make all efforts to use a password that cannot be easily guessed by a third person to give such third person the opportunity to use these Services impersonating the client; for example, the client shall avoid using his/her or anyone else’s birthday, ID card number, telephone number, repeated or consecutive numbers or characters as password.
- At any time, clients must take all reasonable actions to ensure the security of passwords. Clients shall not disclose their passwords to any other persons, including our staff as well as persons providing assistance at technical information desk. Clients shall not record their passwords in any tangible or virtual format in order to prevent others from obtaining passwords easily.
- If a client inadvertently discloses his/her password or suspects that anyone else knows his/her password, the client will change the password immediately through these Services. If the password cannot be changed, the client will notify us immediately through our Phone service.
- If a client finds/suspects that anyone else knows his/her Verification Code, the client shall immediately exit/log out of these Services to make the Verification Code invalid and notify us immediately.
- If a client finds that there is any transaction not duly authorized by him/her in any of his/her accounts/services, the client shall notify us immediately via Phone. Therefore, the client must often check all his/her accounts/services to check for such transactions.
- CLIENTS SHALL USE THESE SERVICES PERSONALLY AND SHALL NOT ALLOW ANY PERSON TO USE THESE SERVICES ON THEIR BEHALF.
- In their use of these Services, clients shall not leave in an accessible mode or format any relevant computer devices or electronic service equipment, no matter whether such equipment is provided by us, and clients shall ensure that they log out of the Online Service system after use of the Online Services before leaving such equipment.
- Clients shall not operate these Services by using terminals connected to local area network (LAN) (such as in an office environment where it is impossible to ensure that no one can observe or duplicate clients’ operations and receive these Services impersonating clients).
- We may otherwise provide clients with security tips. Clients must ensure that they use the services safely according to the security requirements provided by us to clients (in whatever form).
- Clients shall take all reasonably practicable actions to ensure that the computers or other devices used by them for these Services are free of any computer viruses or similar devices or software, including but not limited to equipment regarded as software bombs, Trojan horses or worm viruses. These Services can be used via the Internet or other communication channels (as appropriate) but we are unable to control public systems, so clients must ensure that the computers or other devices they use for these Services have been provided with sufficient virus protection.
X. Service Software and Ownership
- Every time clients use these Services; the system might automatically provide the clients with corresponding software to enable them to use these Services normally. In addition, we may also provide service software in other methods. Clients shall ensure that such software is compatible with the computers or other devices used by clients for these Services and other software on such devices. WE WILL NOT ASSUME RELEVANT LIABILITY FOR THE LOSSES SUFFERED BY CLIENTS DUE TO INCOMPATIBILITY OF SOFTWARE.
- With respect to any service software and other materials or information provided by us in connection with clients’ use of these Services, clients only have a non-transferrable, temporary and non-exclusive right to use the same and may only use for these Services.
- We or any other third party shall have absolute ownership of the foregoing service software and other material or information provided to clients. Such software, materials and information contain information valuable for us or such other third party. Clients shall not commit any act detrimental to the rights of us or such third party, including but not limited to:
- Use such software, materials and information for any purpose other than these Services;
- Duplicate, sell, distribute, commercial lease out, authorize, license or transfer the same for use by others;
- Perform de-compilation, reverse engineering, input or compilation of service software.
- If clients use these Services in regions outside our physical geographic location or outside the location of our secure servers, clients shall be obliged to comply with local laws, including but not limited to obtaining certificates necessary for importing/exporting the foregoing service software.
XI. Online Service Records
- Clients may inquire about Online Payment transaction records for a period of one year preceding the date of inquiry through these Services.
- In order to reduce relevant risks incidental to execution of instructions, clients agree to:
- Authorize us to make audio and video records of all telephone conversations between clients and us in connection with these Services;
- Authorize us to record all instructions submitted by clients through these Services, in writing, audio recording, video recording or in any other form determined by us from time to time.
- We shall have the right to record matters in connection with Online Services (including but not limited to electronic records in our system, and written records, video records and telephone records kept by us) and use such records as effective basis of Online Services.
- Such records shall remain our property, and we may process, keep, delete and use such records at any time for any purposes and according to any procedure; unless otherwise permitted by us, clients shall have no right to obtain such records and the copies and/or photocopies thereof.
- Clients shall pay relevant fees for these Services on time and in full according to the charging requirements published by us. Charging standards and requirements shall be subject to the charging requirements as published or notified by us from time to time.
- We will modify charging standards and requirements for these Services by making announcements or issuing notices on our website or other ways, and Clients may choose whether to accept the modified charging standards and requirements.
- In case clients do not explicitly require us to terminate all/part of Online Services and continue to retain or use these Services upon effectiveness of the modified charging standards and requirements, they will be deemed to have accepted the updated content.
- The Client shall pay interest on any Loan for each Interest Period at the percentage rate agreed between the parties at subscription.
- Without prejudice to any obligation to pay default interest in accordance with these Terms and Conditions if (a) an Event of Default occurs and is continuing or (b) the we notify the Client that in our opinion there is a material deterioration in the Client’s financial condition, then the rate of interest shall in each case be increased as agreed at subscription (penal interest), in each case, with effect from (and including) (i) the date on which the relevant Event of Default occurs; or (ii) the date on which we notify the Client of the relevant material deterioration, as the case may be.
- Unless we otherwise agree, any rate of interest increased in accordance with Clause XIII.2 shall continue to apply unless and until the relevant Event of Default or deterioration, as the case may be, has been remedied to our satisfaction.
- An Interest Period for a Loan shall not extend beyond the Final Repayment Date, which shall fall due at the termination of the loan term.
- If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
XIV.Covenant to Pay
- The Client hereby, as primary obligor and not merely as surety, covenants with us that it will pay, discharge and perform all loan, interest, cost and expense Obligations when due and in the manner provided in these Terms and Conditions and or any additional subscription documents giving rise to the said Obligations.
XV. Costs And Expenses
The Client shall pay to and indemnify us in full, (including taking into account any value added tax) an amount equal to the loss, liability or cost which the we determines will be or has been (directly or indirectly) suffered or incurred by us: in relation to all stamp duty, excise duty, On the Top (OTT) Tax, registration and other similar Taxes payable in respect of any transaction; as a result of: the occurrence of any Event of acquisitionDefault; a failure by the Client to pay any amount due under a transaction on its due date; funding, or making arrangements to fund, its participation in a disbursement requested by the Client but not made by reason of the operation of any one or more of the provisions of these terms and conditions; or in investigating any event which it reasonably believes is a Default; or acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorized.
XVI. General Covenants
- The Client covenants and agrees that the covenants set out in this Clause shall remain in force from the date of this Agreement to these terms and conditions for so long as any amount is outstanding under these terms and conditions or any Commitment is in force.
- The Client shall promptly:
- obtain, comply with and do all that is necessary to maintain and renew or, as the case may be, ensure that there is obtained, complied with and maintained and renewed in full force and effect; and if requested, supply certified copies to us of, any Authorisation required under any Applicable Law to enable us and any other relevant person (other than us) to perform its obligations under the Terms and Conditions and to carry on its business and operations in accordance with Applicable Law, and to ensure the legality, validity, enforceability and admissibility in evidence in its jurisdiction of incorporation (in the case of a Company) of any Transaction on the Online Financial Platform and the place of performance;
- comply with (a) Environmental Law; and (b) Social Law, to which it is subject; comply in all respects with all other laws to which it may be subject, if failure to comply has or is reasonably likely to have a Material Adverse Effect;
- not engage in or authorise, or permit any person acting on its behalf to engage in, any Sanctionable Practice; comply in all material respects with obligations under the laws of Uganda and applicable international standards on combating money laundering and international anti-corruption practices;
- give immediate notice in writing to us:
- the occurrence of any actual or threatened event of force majeure or equivalent event suspending either party’s obligations (in whole or in part) under the Terms and Conditions;
- promptly, deliver such financial or other information regarding the financial condition, business, operations or prospects of the Client or any Shareholder, as we may reasonably request; and
- promptly, after becoming aware of them, notify us of any litigation, arbitration or administrative proceedings or claim of the kind, which is current, threatened or pending against the Client.
- If the Client is in default or breach of any of the financial covenants contained in these Terms and Conditions, we shall be entitled, in addition to any other rights it may have under the Terms and Conditions, to make such investigations and obtain such legal, accountancy and/or valuation reports as it deems appropriate at the cost of the Client. The Client shall provide all assistance required in connection with such investigations and reports.
- The Client shall not, without our prior written consent, enter into or assume any liability under any guarantee, indemnity, or other assurance against financial loss in respect of any obligation of another person.
- The Client shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on us by or pursuant to the online financial transactions.
XVII.Limitation Of Liability
The Client irrevocably agrees that we shall not be liable to it whether in contract, tort, for misrepresentation, under statute or otherwise, for any indirect, consequential, punitive or exemplary loss or damages (including, without limitation, loss of profits, revenues, anticipated savings, business transactions or good will) or any costs, expenses, charges, penalties or other amounts resulting from the performance or non-performance of obligations or the exercise or non-exercise of rights under or in connection with these Terms and Conditions, howsoever caused. Without prejudice to the foregoing and without waiving any defences available to us, the Client agrees that any liability of us to the Client in respect of breaches of express or implied terms of the Terms and Conditions or actions or inactions by us shall not exceed in aggregate an amount equal to one per cent. (1%) of the Transaction amount in question.
If any provision (or part of a provision) of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this Clause shall not affect the legality, validity and enforceability of the rest of the Terms and Conditions.
XIX. Applicable Law and Dispute Resolution
- The Terms and the interpretation thereof shall be governed by the laws of the Republic of Uganda.
- Any dispute arising in connection with these terms or the services renders, shall initially be settled amicably by and among the parties, failing which, any of the parties may submit the dispute for in accordance with the Arbitration and Conciliation Act, Cap 4 Laws of Uganda subject the following conditions:
- The Arbitration shall take place in Kampala.
- The language of the Arbitration shall be English.
- All discussions and negotiations during the Arbitration are on a without prejudice basis, unless the Parties expressly waive this privilege in writing. This waiver may relate to any or all aspects of those discussions and negotiations.
- Any settlement in the Arbitration is not binding until written down and signed by or for all Parties. The signed settlement decides the Dispute.
- Should the Arbitration process outlined in this Clause not result in a binding settlement agreement within sixty (30) days from the date of the notice, the parties may commence litigation.
- All Disputes shall be resolved exclusively in the courts of Uganda. This provision is for the sole benefit of us, who shall retain the option of submitting any such Dispute to any other court of competent jurisdiction.
- For the avoidance of doubt, we shall have the right to commence litigation and enforce all or any part of any Security in any such manner as we see fit, without following the Arbitration procedure herein described. Under no circumstances shall we be obliged to refer a Dispute to Arbitration.
- The Client consents generally to the giving of any relief or the issue of any process in connection with any proceedings, including the making, enforcement or execution against any property of any nature (irrespective of its use or intended use) of any order or judgment which may be made or given in any proceedings.
- All clauses hereunder are independent of each other. The invalidity, illegality or unenforceability of any clause shall not affect or prejudice the legality or enforceability of the remaining clauses. In such case, we shall have the right to modify such invalid, illegal or unenforceable clause pursuant to the provisions of applicable laws and regulations and relevant industry practices, so as to make it fair and lawful.
- Our failure to exercise or delay in exercising any right or remedy hereunder shall not constitute a waiver of such right or remedy nor preclude us from continuing to exercise such right or take such remedy or any other right or remedy.
- Unless otherwise specified herein, we may suspend, or at any time and from time to time, amend the Terms and/or add new clauses. Termination, or any amendment of and/or any addition to the Terms shall become effective as of the designated date after we provide reasonable notice/announcement to clients. If clients refuse to accept relevant amendment and/or addition, they may give written notices to us to apply for termination of all/part of Online Services pursuant to relevant procedures (if any) of us. If clients do not explicitly require us to terminate all/part of Online Services and continue to retain or use these Services ON OR AFTER THE EFFECTIVE DATE OF SUCH AMENDMENT AND/OR ADDITION, SUCH AMENDMENT AND/OR ADDITION SHALL BECOME BINDING UPON CLIENTS.
- The Terms shall serve as supplementary terms to the . In case the Terms conflict in any way with the , the Terms shall prevail with respect to Online Services.