Payler LTD (“us” or “we” or “our” or “Payler”) is an authorised Electronic Money Institution ("EMI") by the Financial Conduct Authority ("FCA") under the Electronic Money Regulations 2011 ("EMR 2011") (register reference 942184) for the issuing of electronic money and providing payment services. Payler is incorporated under the laws of England and Wales, with a registered office at 25 Cabot Square, London, England, E14 4QA, United Kingdom.
Please read the Terms and Conditions ("Agreement ") set out herein and all applicable appendices including the Privacy Policy carefully before accepting them and using the Services provided by us. You agree that any use of our Services by you shall constitute your acceptance of this Agreement. If you do not accept this Agreement, do not access or use our Services.
For the purpose of this Agreement, Customer and wherever the context so requires, “you”, “your” means any natural or legal person who is accessing Website, its contents and using the Services offered on or through Website (“Customer”, “Customers”, “you”, “your”).

1. GLOSSARY

1.1. The following terms when used in this Agreement or any document referred to herein shall have the following meaning:
1.1.1. Acceptable Language – English language.
1.1.2. Acceptable Use Policy – acceptable use policy available at Website.
1.1.3. Business Day – any day set by Payler on which Payler provides the Services to the Customers. Payler shall be entitled to set different Business Days for the provision of different Services.
1.1.4. Confidential Information – except as otherwise provided in this Agreement, all information (however recorded or preserved) disclosed by or exchanged between the Parties in connection with the Services, including, but not limited to the existence and terms of the Agreement, any information provided by a Party in respect of itself or its business affairs; and any information or analysis derived from the Confidential Information.
1.1.5. Customer – the natural person or legal entity using the Services (also referred hereinafter as “You” and “Your”).
1.1.6. Customer Money – funds transferred to the Account, kept in it and intended for performance of the Transactions through the System.
1.1.7. Data Protection Laws – (i) the General Data Protection Regulation ((EU) 2016/679) (GDPR) as and if applicable during the term of this Agreement; (ii) any other laws, regulations and secondary legislation enacted from time to time in the United Kingdom relating to data protection, the use of information relating to individuals, the information rights of individuals and/or the processing of Personal Data, and any United Kingdom statute which implements any provisions of the same; and (iii) any guidance or codes of practice issued by Working Party 29, the European Data Protection Board or the Information Commissioner from time to time (all as amended, updated or re-enacted from time to time, and as and if applicable during the term of this Agreement).
1.1.8. Fee – each and every fee payable by the Customer to Payler, including without limitation the Transaction Price. Fees are available at Website or can be agreed by the Customer and Payler individually.
1.1.9. Force Majeure – any act or event beyond Payler's reasonable control, including without limitation non-delivery or defective delivery of third party services necessary to provide the Services (including but not limited to those of our partners, vendors and suppliers), strike, lock-out or other industrial action by third parties, civil commotion, riot, invasion, terrorist activity or threat thereof, war (whether declared or not) or threat or preparation for war, fire, explosion, lightning storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks, power failure, and acts of government or other competent authorities.
1.1.10. Identification – identification and verification of the identity of the Customer or related person in accordance with the procedure established by Payler.
1.1.11. Identity Authentication Measures – the signature, electronic signature of the Customer, personal identification number assigned (issued) to the Customer, the e-mail and telephone number of the Customer or other means (passwords, codes, keys etc.) used for validation of the identity of the Customer in the manner agreed by Payler and the Customer and authorisation of the Transactions.
1.1.12. Party (or Parties) – Payler or the Customer (or all together).
1.1.13. Password – any code of the Customer created in the System or a code provided to the Customer by Payler for the access to the Account or initiation and management of different Services provided by Payler and/or initiation, authorisation, execution, confirmation and receipt of the Transactions.
1.1.14. Personal Data – any information relating to a natural person (data subject) who is known or who can be identified directly or indirectly by reference to such data as a personal identification number or one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
1.1.15. Politically Exposed Person – an individual who is or have been entrusted with prominent public functions, for example Heads of State or of government, senior politicians, senior government, judicial or military officials, senior executives of state-owned corporations, important political party officials.
1.1.16. Privacy Policy – Payler privacy policy available at Website.
1.1.17. Statement of Account – a document drawn up and provided by Payler stating information on the Transactions carried out on the Account during the respective period.
1.1.18. System – a platform owned by, or licensed to, and used by, Payler and enabling the provisions of Services in respect of transferring Transaction Orders and obtaining information regarding the Account.
1.1.19. Transaction – any financial operation that results in a movement of Customer Money to and from the Account or the exchange of currencies within the Account.
1.1.20. Transaction Order – an online order from the Customer to Payler to execute a Transaction.
1.1.21. Transaction Price – the total amount paid by the Customer for any Transaction performed through the Services denominated in any currency.
1.1.22. User – a natural person who is an authorised representative of the Customer for the purposes of the Services.
1.1.23. User Account – an account opened for the User in the System under his username and defining his/her rights in the System. User Account is used to access Accounts and use Services.
1.1.24. Website – the website https://payler.com/.
1.2. A reference to any statute, statutory provision or regulation will be construed as a reference to the same as it may be amended, modified or re-enacted from time to time.
1.3. Headings are included for convenience only and do not affect the interpretation of this Agreement.
1.4. The singular includes the plural and vice versa.

2. SCOPE OF THE AGREEMENT

2.1. Your Account is a non-interest-bearing electronic money payment account that is opened in the System, which will be used for obtaining Services and holding your electronic money (“Account”).
2.2. By accepting this Agreement, the Customer acknowledges that Payler remains solely responsible for the issuance of electronic money and the provision of any Services in connection with the electronic money balance related to the Customer. Customer Money will constitute relevant funds and will be safeguarded by Payler in accordance with their policies.
2.3. The relationship between Payler and the Customer in respect of the Customer Money account(s) maintained and served by Payler shall be governed by this Agreement, the applicable English laws and regulations as well as the principles of reasonableness, justice and good faith. The Customer shall also abide by Privacy Policy, Acceptable Use Policy available on Website.
2.4. This Agreement is an important document which must be thoroughly examined by the Customer before submitting an application for opening an Account. Please carefully read this Agreement before accepting them.
2.5. This Agreement shall come into force after the Customer electronically expresses its consent to comply with them or otherwise indicate its agreement to abide by them and shall be effective for an indefinite period of time.

3. SERVICES

3.1. Payler provides You the Services as follows:
3.1.1. opening of an Account;
3.1.2. performing Transactions in relation to the Account;
3.1.3. managing the Account and providing all customer-related services;
3.1.4. granting access to the System for the Customer to manage its Transactions and obtain information related to the Account;
3.1.5. processing the exchange of currency in accordance with the Payler policies.
3.2. Should the Customer request additional services (such as any additional payment account or additional currencies) the Customer will be charged additional fees either pursuant to the then-applicable pricing list or as informed from time to time.
3.3. It is hereby agreed and understood that all Transactions are subject to Payler approval for execution. For the avoidance of doubt, no Transaction will be executed without the consent of Payler, despite the receipt of any Transaction Order. Any transaction not approved by Payler shall not be executed and Payler shall not bear any liability towards the Customer. Notwithstanding anything to the contrary elsewhere, the Customer understands, acknowledges and confirms that the Transaction's time of execution shall be subject to Payler cut-off times for execution.

4. DUE DILIGENCE OF CUSTOMER

4.1. Before starting using the Services, you would be required to submit to Payler an application for opening of the Account, User Account or other Services, as well other documents and information required by Payler for Identification purposes. You will not be able to use the Services until you have passed our identity and security validation and verification checks, and provided information and documents requested in accordance with the applicable anti-money laundering regulations.
4.2. You can apply to open an Account provided that:
4.2.1. If you are an Individual, you are at least 18 years of age.
4.2.2. If you are applying on behalf of a legal entity, you confirm that you have authority to bind the legal entity on whose behalf you use and/or access our Services and that legal entity accepts this Agreement.
4.2.3. You represent and warrant that your opening of an Account does not violate any laws or regulations applicable to you.
4.3. Payler may require Identification of the User, the Customer, representatives, directors, shareholders, beneficial owners of the Customer, cardholders, agents, intermediaries or other persons related to provision of the Services. By agreeing to this Agreement, the Customer and User agree to Identification of these persons. Payler shall have the right to request repeated Identification at any time at its discretion.
4.4. The Customer or User agrees that for the purposes of Identification Payler may use the services of third-party providers.
4.5. Payler shall be entitled to dismiss the application of the Customer or User without specifying any reasons; nevertheless, such dismissal must always be justified by substantive reasons which may or may not be disclosed by Payler to the Customer or User.
4.6. The Customer or User shall provide only full and accurate information in the application and any of its amendments thereafter.
4.7. If there is any change in information provided by the Customer or User to Payler, the Customer or User undertakes to notify Payler immediately. The Customer or User shall bear any losses that may occur due to the submission of invalid, incorrect or inaccurate Information to Payler.
4.8. When requested by Payler and in accordance with the procedure established by Payler, the Customer or User shall confirm the Account, the User Account, provision of the new Service or a part of the Service, carry out Identification or provide any other information reasonably required by Payler so that Payler could commence or continue provision of the Services.
4.9. Payler shall be entitled to request documents and/or relevant information on or related to the Customer or User which is reasonably required for Identification or proper provision of the Services. The Customer or User agrees to provide all necessary documents and information as may be reasonably required by Payler for the purposes of Services, including, but not limited to, the data and documents required for Identification, establishment of the origin of the funds or assets and Customer's business activities.
4.10. Payler reserves the right to close or set limitations on the Account or the User Account if the Customer or User does not comply with this Agreement or applicable laws and regulations, does not respond to reasonable requests of Payler or Payler is not able to verify the authenticity of information, data or documents provided for the purposes of Identification.
4.11. Identification may include the following (without limitation):
4.11.1. in case of a natural person, provision of a valid identity document with a photograph, signature, name and surname, personal identification number and/or date of birth (if available, personal identification number or any other unique sequence of symbols assigned to the person intended for identification of the person), number of the document, citizenship and other data evidencing the identity of the Customer or User; and
4.11.2. in case of a legal entity, provision of a certificate of incorporation (or a similar document), an extract from the register of legal entities (or a similar document) stating its name, legal form, place of registration and registered office, legal entity identification number (legal entity registration number or another code assigned in the register of legal entities) and documents evidencing the shareholders, controlling persons and ultimate beneficial owners of the legal entity.
4.12. Payler expressly reserves the right to request any other documents or information for Identification purposes.
4.13. Payler shall have full discretion to accept or decline any documents provided by the Customer or User for Identification purposes.
4.14. The User shall be entitled to use and operate the Account on behalf of the Customer and enter into Transactions in the name of the Customer using the Customer Money held at the Account. The User's authority to represent the Customer must be confirmed by the relevant document, including, but not limited to, articles of association, a resolution of a competent corporate body, a contract or a power of attorney.
4.15. Payler may require that the Customer who is a natural person does not use the authorised representatives in dealings with Payler in connection with the Services and deals with Payler directly on its own behalf.
4.16. Payler may request from the Customer or User additional information and/or documents related to the Customer or User or the operations performed by Customer, and to request the Customer or User to fill in and periodically update the application. All documents and information shall be drawn up and provided at the expense of the Customer or User and in the form required by Payler. If the Customer or User fails to provide any information and/or documents within the time limit specified by Payler, Payler shall be entitled to terminate or suspend provision of the Services.
4.17. If the Customer or User uses the System, submits a Transaction Order, requests information on the Account, the User Account, the Customer Money, the performed Transactions or other Services to be received by phone or e-mail, such Customer or User must be authenticated according to the Identity Authentication Measures, Passwords or by other means provided by Payler.

5. REQUIREMENTS TO THE DOCUMENTS OF THE CUSTOMER

5.1. The authenticity of the documents submitted by the Customer or User electronically may be verified by Payler by requesting originals or notarised copies of such documents or conducting independent third-party searches.
5.2. If Payler has reasonable doubts regarding the authenticity or accuracy of the documents provided by the Customer or User, Payler shall be entitled not to fulfil the requests/orders provided by the Customer or User and request additional proof of the authenticity or accuracy of the documents provided by the Customer.
5.3. If the documents provided to Payler are executed outside of the United Kingdom, Payler may request that such documents be certified by apostille or legalised by other means.
5.4. The documents provided to Payler shall be made in the Acceptable Language or other language if agreed by Payler. If the documents provided to Payler are made in a different language, Payler may request that these documents are translated into the Acceptable Language or another language agreed by Payler, the translation to be signed by the translator and the authenticity of the signature to be attested by a notary.
5.5. Having accepted the documents made not in the Acceptable Language from the Customer or User, if necessary, Payler may arrange for translation of such documents into the Acceptable Language and the Customer or User will bear the relevant documented translation costs. All costs of drawing up, delivery, approval and translation of the Customer's or User's documents provided to Payler shall be borne by the Customer or User.
5.6. Payler shall be entitled to keep and store the copies and originals (if any) of the documents provided by the Customer or User.
5.7. The Parties will exchange documents that require signature using United Kingdom recognized and reputable electronic signature solutions (e.g., DocuSign). At the same time, Payler reserves the right to request that the Customer or User signs the documents in the presence of Payler's representative, provides signed documents in a notarized form or delivers original signature pages of the relevant document.
5.8. The Customer or User agrees that the Identity Authentication Measures specified and verified at the moment of Identification (e-mail address, telephone number etc.) may be used for signature of the documents between the Parties.
5.9. The documents and Transaction Order endorsed by the Identity Authentication Measures shall be deemed to be of the same legal force as the documents bearing a hand-written signature and the seal (if any) and shall be accepted as means of evidence in adjudication of any disputes between Payler and the Customer.

6. OPENING OF THE ACCOUNT

6.1. Before opening the Account and accepting this Agreement, the Customer must provide all requested information and documents to Payler in order to verify Customer’s appropriateness subject to internal procedures of Payler and pay the Fee. For the avoidance of doubt, Payler has no obligation to accept you as a Customer and open an Account. The Account is opened for the Customer for an indefinite period of time. Payler will charge an application fee for any potential Customer that wishes to open the Account. The amount of such Fee will depend on the risk profile of the potential Customer. The Fee includes costs related to the “Know-Your-Customer” / “Know-Your-Business” procedures and other initial onboarding processes.
6.2. The Account will enable the Customer to transfer and hold money intended for transfers on its Account, carry out domestic and international money transfers, receive money to the Account, pay for goods and services and perform other operations directly related to money transfers.
6.3. The Customer Money held on the Account shall be considered as the Customer's owned funds in electronic form. The Customer Money held on the Account does not constitute a deposit and Payler will not, in any circumstances, provide any benefits associated with the period for which the Customer Money is held on the Account.
6.4. When you transfer funds into your Account and/or you receive a payment into your Account, we shall (a) place the funds into segregated accounts held with authorised credit institutions; and/or (b) invest the funds into low risk assets held in a segregated account with financial institutions. These actions are taken to safeguard and protect the Customer Money in accordance with applicable laws and regulations.
6.5. As your Account is an electronic money account and not a bank account, you acknowledge that the Financial Services Compensation Scheme in the United Kingdom does not apply to your Account.
6.6. At the Customer's request, the Customer Money held on the Account may at any time be withdrawn to the Customer (in whole or in part). Withdrawal request may be sent in the form of a Transaction Order for the transfer of the Customer Money from the Account to any other payment account specified by the Customer or by any other means as may be allowed by Payler from time to time.
6.7. No additional Fee for withdrawal of Customer Money will be charged, except for the regular Fee payable on the Transaction.
6.8. Payler may require that Customer Money is withdrawn to the bank or payment account held in the name of the Customer.
6.9. If the Account is closed for any reason, the electronic money held on such Account shall be transferred to the account indicated by the Customer within 3 Business Days from the date of the relevant notice to the Customer from Payler.
6.10. If Payler fails to remit the Customer Money to the Customer at its request due to reasons beyond the control of Payler, the Customer shall be notified accordingly. The Customer shall immediately indicate another payment account or provide additional information necessary for remittance of the Customer Money (effecting of a payment) requested by Payler. If the Customer Money are not transferred from the Account because the Customer failed to provide to Payler details for the transfer, Payler will restrict access to such funds and will subsequently transfer the Customer Money to a payment account indicated by the Customer only subject to successful Identification of such person. Payler shall have the right to deduct from the Customer's funds the costs incurred by Payler as a result of safekeeping the funds and any other documented losses. In case the Customer transfers the Customer Money to the Account and upon Payler's request fails to provide confirmation of the source of funds, Payler is entitled to unilaterally refuse the transfer of the Customer's Money to the Account and shall have the right to deduct from the Customer's funds the costs incurred by Payler as a result of safekeeping the funds and any other documented losses. Payler shall have the right to perform said action by automatically deducting the amount from Customer Money, issuing an invoice to Customer, or deducting the amount by unilaterally using any payment method used by Customer in the process of opening the Account described in clause 6 of this Agreement.
6.11. Payler at its sole discretion has a right to unilaterally block the access to the System and/or block the funds to be sent by or on behalf of the Customer from the Account and/or return the funds sent to the Account to the respective sender in case of suspicious, illegal or fraudulent activities, non-compliance with this Agreement and/or due to legal requirements. In case of such circumstances, Payler has a respective legal duty set in the applicable laws to inform the competent authorities hereof. Payler will not be liable to you or any third party for the execution of its rights or obligations under this clause.
6.12. You undertake to ensure safety and confidentiality of the access details to the System and the Account and not to disclose such information to any unauthorised person. In case access details to the System were disclosed to an unauthorised person, you shall immediately inform Payler about that and request to provide new access details to the System. In such an event Payler will block any additional Transactions from being processed through the System until the new access details are presented to you.
6.13. In case of fraud or unauthorised access to the System as well as unauthorised Transaction, you must immediately, and without delay inform Payler. But if our investigation shows that an access or a Transaction reported by you as unauthorised was in fact authorised by you, or you have acted fraudulently or with gross negligence (for example, by failing to keep your security information secure), Payler may, in its sole discretion, cancel the Transaction and restore your Account to the state it would have been if the Transaction had not taken place, and/or terminate this Agreement, close your Account, and deny you from using the Services in the future. Depending on the particular circumstances, Payler may decide to submit information about the Transaction and your related activities to the relevant authorities for further investigation.

7. ELIGIBILITY OF CUSTOMER AND USER. USER ACCOUNT

7.1. The User, who is the Customer, or whose powers to represent a Customer has been verified, shall be enabled to place Transaction Orders by electronic computerised communication tools and manage the funds on the Account. The User Account will be created for the User in the System.
7.2. Only the User for whom the User Account was created can hold and operate the User Account, i.e. only the User shall be entitled to login to User Account. When Payler registers the User in the System and creates the User Account, Account which is operated in accordance with this Agreement hereof may be assigned to the User.
7.3. The User Account may be created only for a natural person. If the User is planning to use the System as a representative of a legal entity, the User shall certify that he is a duly authorised representative of such legal entity and provide the relevant supporting documents referred to above.
7.4. A User can operate multiple Accounts, but the User cannot have more than one User Account in the System. If for any reason multiple User Accounts for a single User have been created in the System, Payler will notify the User and will close such User Accounts leaving only one User Account operating. Failure to comply with the requirements of this paragraph may result in the suspension or termination of the User Account or civil and criminal liability for the User.
7.5. To use the Services and operate the User Account, Customer (and/or the User, where applicable):
7.5.1. must be at least 18 years old (and at least the legal age in its jurisdiction), be of sound mind and capable of taking responsibility for own actions;
7.5.2. must establish the Account in accordance with the instructions given on the Website and/or the System, including indicating consent of the Customer and/or User to be bound by this Agreement;
7.5.3. must not be in violation of any of the provisions of this Agreement or otherwise have a limited access to the Account, or have the Account closed by Payler;
7.5.4. confirm that all details provided to Payler, either during the registration process or at any time afterwards (including as part of any use of the Services), are true, current, accurate, complete and not misleading and, as appropriate, match the name(s) on the credit/debit card(s) or other payment accounts to be used to transfer or receive currency. Any attempt to use other means of payment shall be considered fraudulent; Customer and/or User must notify Payler immediately upon any change of the information provided for the Account registration.
7.5.5. confirm that the Account with Payler is solely for the Customer’s benefit and that Customer’s use of the Services, the System and the Website is at Customer’s option, discretion and risk;
7.5.6. confirm that Customer and/or User are responsible for the security of the private key, username and password on his/her own PC or Internet access location. If this username password combination is “hacked” from his/her computer due to any viruses or malware that is present on the computer that Customer and/or User access his/her account with, this is his/her sole responsibility. Customer and/or User should report immediately to Payler any possible hacking attempts or security breaches from his/her computer terminal;
7.5.7. confirm that Customer and/or User are solely responsible for recording, paying and accounting to any relevant governmental, taxation or other authority for any tax or other levy that may be payable on any amounts transferred to the Customer or which the Customer receives with respect to his/her use of the Services;
7.5.8. confirm that Customer and/or User are responsible for obtaining access for his/her device to telecommunications networks and the Internet and for acquiring any other consents and permissions required for his/her device to connect with the Website and the System and receive the Services;
7.5.9. waive any claim and demand against Payler and its licensors in respect of any delay in accessing or using the System and/or the Website, or technological issue that would affect the availability of the System and/or the Website; and
7.5.10. confirm that Customer and/or User may not use the Website or the System or the Services for any unlawful, criminal or fraudulent activity or any prohibited transaction (including money laundering) under the laws of any applicable jurisdiction.
7.6. You further represent that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using the Services. Without limiting the generality of the foregoing, you agree that you will not:
7.6.1. use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
7.6.2. use the Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities, or other illegal activities;
7.6.3. use any robot, spider, crawler, scraper or other automated means or interface not provided by Payler to access the Services or to extract data;
7.6.4. use or attempt to use another User Account without authorisation;
7.6.5. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorised to access; and
7.6.6. develop any third-party applications that interact with the Services without our prior written consent.

8. SERVICES USE

8.1. You will be able to use Services immediately upon your Account opening and activation. Unless otherwise provided by this Agreement, all Transactions are non-refundable, irrevocable and cannot be changed after being executed.
8.2. When the Account is opened for the Customer, the User Account(s) will be assigned to such Account and the relevant limits for the Transactions may be set by Payler.
8.3. The User shall be entitled to manage the Account on behalf of the Customer by logging in to the User Account that has been assigned to the Account with his/her login name, Password and confirmation through other Identity Authentication Measures.
8.4. Customer Money on the Account may be held in multiple currencies. The Customer who holds money on the Account in several currencies assumes the depreciation risk due to exchange rate fluctuations.
8.5. The Customer shall execute Transaction Orders in strict compliance with the procedure indicated in the System and at Payler Website. The Transaction Orders submitted by the Customer shall be clearly and unambiguously worded and express the intention of the Customer without any doubt. If the Customer makes an invalid transfer, invalid account crediting or indicates invalid payment transfer data and requests to revise the payment, additional fees may be charged.
8.6. The Customer shall immediately notify Payler if it becomes aware that for any reason the Customer is not entitled to the funds held on its Account. Such funds will be frozen by Payler and will be further transferred to a person that has a legal right to such funds without any Customer's instruction. If Payler is unable to do so due to the insufficiency of funds held on the Account, the Customer shall compensate the difference within 3 (three) Business Days from receipt of Payler's request.
8.7. Payler may establish at its sole discretion the transaction limits in respect of each specific Account, based on the criteria determined by Payler. Payler shall not be obliged to disclose such criteria. The Customer or User will be informed about the limits applied to the relevant Account.
8.8. The Customer shall have the right to request Payler to decrease or increase the transaction limits applied to its Account. Such requests will be considered by Payler based on the risk profile of the Customer. Increase or decrease of the transaction limits applied to Account may be permanent or temporary.
8.9. The Customer will be able to check the outstanding balance and all the transaction history on its Account (debits, credits and charged Fees) for any period as well as get the Statement of Account by logging in to the User Account.
8.10. The Customer shall not use the Services provided by Payler for any illegal purposes including, but not limited to, legalisation of money received from criminal or illegal activities.
8.11. Payler reserves the right to seek additional confirmations of any Transaction Order from the Customer prior to executing the Transaction.
8.12. The Customer undertakes to provide the list of banks and payment service providers and their accounts it is using and Payler will only accept payments directly from the accounts authorised by Payler.
8.13. Payler shall have the sole discretion to decide if the Customer complies with Payler’s internal rules and policies for executing a Transaction from the Account or receiving Transactions to the Account, and shall have the right to block a Transaction in case such requirements are not met.
8.14. It is your responsibility to check the appropriateness of all your clients and payees that will transfer funds to or will receive funds from the Account. For any Transaction in relation to any client or payee of yours and anytime at the request of Payler, the Customer must provide Payler with information and/or documents about its clients and payees.
8.15. Payler has a right at its sole discretion to refuse to execute any Transaction Order and/or Transaction when execution of such Transaction Order and/or Transaction violates or could violate any applicable law or when the activities with the Account are suspicious. In case of such circumstances, Payler has a respective legal duty set in the applicable laws to inform the competent authorities thereof. Payler will not be liable to the Customer or any third party for the execution of its right under this clause.
8.16. Payler is entitled to suspend and freeze any amount of any incoming Transaction onto the Account where such incoming Transaction raises reasonable suspicion as to the origin of the funds. Payler is likewise entitled to refuse such incoming Transaction and return the funds to the sender, or to request any additional document or evidence in order to justify the origin of the funds and lift the suspicions. For the avoidance of doubt, Payler will not assume any liability to the Customer or any third party for its actions based on this clause.
8.17. Payler does not assume any liability to the Customer or any third party for any consequences attributable to the time of the execution of the Transaction.
8.18. Payler, at its discretion or, where applicable, at the bank’s request, may suspend any Transaction, without giving any reason and without liability, when Transaction is suspended under instruction of a public authority or when such Transaction must be suspended due to the requirements of any applicable laws. For the avoidance of doubt, Payler will not assume any liability to the Customer or any third party for suspension of a Transaction based on this clause.
8.19. The Customer is responsible for the accuracy of information submitted to Payler with the Transaction Order and must not withhold or omit any information that would render those details false or inaccurate. The Customer undertakes to notify Payler immediately and with no delay if it becomes aware of any error or omission, or if any relevant information given to Payler changed in any way that might affect the Transaction Order.
8.20. Notwithstanding the above, the execution of a Transaction may be limited by any error or failure, whether technical, digital, or from human nature, and is subject to the limitations set forth below.
8.21. In order to execute a Transaction, the Customer will be required to submit a Transaction Order in the System and confirm its consent by a one-time Password received by SMS or other Identity Authentication Measures. The Customer shall not be entitled to challenge the Transaction performed by Payler if the Transaction Order was confirmed in the said way.
8.22. Cancellation of the confirmed Transaction Order by the Customer is possible only in exceptional cases and, in any case, is subject to the consent of Payler. Cancellation of the Transaction Orders with the future execution date is allowed not later than till the end of the Business Day immediately preceding the future execution date. Payler shall not be liable if the requested cancellation of the Transaction Order was not processed. Payler will charge a Fee for cancellation of the Transaction Order.
8.23. The Customer may set a future date for execution of a Transaction Order and/or provide that a Transaction Order shall be executed subject to an incoming transfer. If on the indicated date the amount of Customer Money is sufficient, the Transaction Order will be executed. A transfer to another Account shall be executed on the same day and, in case a future date for execution is set, until 12.00 AM of the specified date
8.24. If the Transaction Order contains incorrect information, the payment will not be executed unless, in exceptional cases, Payler corrects the details of the Transaction Order and effects it under the normal procedure at its own initiative provided that it has enough information to make such corrections.
8.25. If the amount of Customer Money on the Account is insufficient for execution of a Transaction Order, it will not be executed. The System will attempt to execute the Transaction Order for 5 (five) consecutive days following the receipt of the Transaction Order. If after the expiry of this period the Transaction Order has not been executed, it will be cancelled. If the amount of Customer Money on the Account is insufficient for a transfer in one currency, but there is a sufficient amount of Customer Money in another currency, the Customer may convert its Customer Money into the currency of transfer in question to procure its execution.
8.26. The Transaction Order shall be deemed to be received by Payler (and the time limit for execution of the Transaction Order shall start to run) on the day of its submission and confirmation by the Customer, and, if such day is not a Business Day, the Transaction Order shall be deemed to be received on the next Business Day.
8.27. The Transaction Order which is received by Payler on a Business Day outside the business hours shall be deemed to be received on the next Business day.
8.28. Payler shall be entitled to record and store any Transaction Orders placed in the System and to record and store information on all Transactions performed by the Customer. These records may be presented by Payler to the Customer and/or third persons (provided that they have a legitimate basis to request those) as evidence confirming the submitted Transaction Orders and/or executed Transactions.
8.29. Payler shall have the right to refuse to execute a submitted Transaction Order if there are reasonable doubts that the Transaction Order has been submitted by a User, or the documents provided to Payler are false or the submitted Transaction Order is illegitimate. In such a case, Payler shall have the right to request additional documents and information from the Customer to allow Payler to execute the Transaction Order. In doing so, Payler acts with a view to protect the legitimate interests of the Customer, Payler and/or other persons and, therefore, it shall not be liable for any losses caused by the refusal to execute the submitted Transaction Order.
8.30. Before executing the Transaction Order submitted by the Customer, Payler shall have the right to request the Customer to provide the documents confirming the legal source of funds that are the subject of the Transaction Order, legal background of the Transaction, Identification or other documents related to the Customer's business activities. If the Customer fails to provide the requested documents, Payler may refuse to execute the Transaction Order.
8.31. Payler may execute the Transaction Order in full or in part, suspend or cancel its execution if it is in the best interests of the Customer, required under applicable laws or due to other reasons beyond the control of Payler. In such cases the Customer will be informed immediately and served with the reasons thereof, unless such notice is impossible for technical reasons, or restricted by an effective legal act or court decision.
8.32. Payler will not accept and execute the Transaction Orders if the Customer Money held in the Account are seized, frozen or are subject to other limitations and Payler has documented evidence confirming this.
8.33. If the Customer Money that has been subject to the executed Transaction Order has been returned due to reasons beyond the control of Payler (incorrect information in the Transaction Order, the account of the Payee is closed, etc.), the returned amount shall be credited to the Account and the Fees paid by the Payer for execution of the Transaction Order shall not be repaid and any other fees and costs related to repayment of money can be debited from the Account (e.g., correspondent bank fees).

9. FEES

9.1. The Fees for the Services rendered under this Agreement shall be deducted by Payler in accordance with the then-applicable pricing list. If Payler changes the Fees, the Customer will be notified accordingly. The changes shall be effective irrespective of whether the Customer agrees to them or not.
9.2. All payments made by the Customer under this Agreement regarding any Fees shall be free from and without set-off, withholdings, counterclaims or deductions whatsoever. Payler shall make all payments due to the Customer under this Agreement in full unless required by law to make deductions including, without limitations, deductions or withholdings in respect of any taxation liabilities. For the avoidance of doubt, the Fees will be deducted by Payler in accordance with the then-applicable pricing list.
9.3. The Fees due to Payler for a specific Transaction will be deducted at the execution of that Transaction. The Fees will be indicated to the Customer before execution of the Transaction (unless the rules of the specific payment instrument specify otherwise).
9.4. The Customer shall ensure that the funds held at the Account are sufficient for deduction of the Fees and execution of the relevant Transaction, otherwise the Transaction may not be executed.
9.5. Payler will deduct the Fees for a specific Transaction in the same currency as the currency of the Transaction and from the Account of the Customer which is debited or credited for the purposes of such Transaction. If there are no sufficient funds on such an Account, Payler may deduct the Fees from other Accounts of the Customer in a different currency with applicable exchange rates.
9.6. Fees, by default, shall be deducted in EUR or GBP.
9.7. Payler may deduct the amounts due from the Customer from the funds that the Customer receives into its Account, or from the funds that the Customer attempts to withdraw or send from its Account.
9.8. If the amount due from the Customer is in the currency which is different from the currency of the funds that the Customer holds on its Account(s), Payler will convert the amount that the Customer holds on its Account(s) to the currency of the amount due from the Customer to Payler.
9.9. Payler may freeze any amount on the Account that is under dispute with the Customer or any third parties until such dispute is resolved to the satisfaction of Payler.
9.10. Payler may make additional charges to the Customer for an executed Transaction equivalent to the amount of charges received by Payler from the recipient bank and/or its correspondent bank in relation to such executed Transaction. The amount of such charges differs and is determined according to each bank's internal policies and regulations.
9.11. If the Customer breaches any material obligation under this Agreement, the Customer’s funds held in the Account may be appropriated and/or set off by Payler to cover any loss Payler may incur. The Customer shall be solely responsible for satisfaction of all commissions, fees, expenses, liabilities and losses incurred by Payler due to the placed Transaction Order or Transaction processed in accordance with instructions provided by the Customer. In the event the Customer fails to make any payments due to Payler, the Customer shall pay a penalty in the amount of 1% of the amount of debt per day until payment of the overdue amount.

10. RESTRICTED ACTIVITIES. SUSPENSION, CLOSURE AND TERMINATION

10.1. When using the Services, the Customer or User must not:
10.1.1. commit violations of this Agreement, applicable laws and regulations including, but not limited to the legal acts related to prevention of money laundering and terrorist financing;
10.1.2. infringe the rights of Payler and third parties to the trademarks, copyrights, trade secrets and other intellectual property rights;
10.1.3. provide false, misleading or incorrect information and otherwise circumvent the procedures of Payler;
10.1.4. refrain from providing the information reasonably requested by Payler in connection with the Services;
10.1.5. provide false, misleading or incorrect information about Payler and cooperation with Payler to third parties;
10.1.6. transfer and/or receive money earned as a result of activities or transactions contradicting applicable laws;
10.1.7. refuse to cooperate with Payler in investigation of violations;
10.1.8. refuse to carry out Identification when requested by Payler;
10.1.9. use the Account and other Services in such way that may result in losses, liability or other adverse legal consequences to Payler or other third parties;
10.1.10. use Services from the jurisdiction which is not acceptable to Payler;
10.1.11. facilitate the spreading of computer viruses and conduct any other activities which could cause system malfunctions, damage or destroy information or result in any other damage to systems, equipment or information of Payler or any third parties;
10.1.12. undertake any other deliberate actions disturbing provision of the Services to the Customer, User or third parties or disturb proper functioning of the System;
10.1.13. be involved in illegal gambling, illegal trafficking of tobacco products, alcohol, prescription medicines, steroids, guns, narcotic substances and the attributes related to narcotic substances, pornographic production, unlicensed lottery, illegal software or any other activities prohibited by applicable laws;
10.1.14. use Services to conduct business activities indicated as unacceptable by Payler (e.g., provide financial services to third parties using the Account on a commercial basis);
10.1.15. log in to the System as an anonymous user (e.g. via public proxy servers);
10.1.16. disclose Passwords, Identity Authentication Measures and other personalised safety features to third persons and allow unauthorised persons to use the Services in the name of the Customer or User;
10.1.17. use the Services to enable any person to benefit from any activities that Payler has identified as a restricted business or activity, including using the Service in or for the benefit of a country, organisation, entity, or person embargoed or sanctioned by any government or international organisation, including SDN, SSI sanctions lists, sanctions imposed by the US Office of Foreign Asset Control (OFAC), the Consolidated List of Persons maintained by European Commission and Groups and Entities subject to EU Financial Sanctions; and
10.1.18. be a Politically Exposed Person or act on behalf of a Politically Exposed Person.
10.2. This Agreement may be terminated, your Account suspend or refused to be reactivated, immediately by Payler in one of the following events:
10.2.1. if you do not provide information upon the request of Payler or the information provided does not meet Payler's requirements;
10.2.2. if you fail to make any payment which is due in accordance with this Agreement;
10.2.3. if you are in breach of any relevant statute, law, regulation or instruction of public authority and/or any material term of this Agreement (including all schedules), and you fail (where such breach is curable) to resolve the matter in a timely manner;
10.2.4. if this Agreement becomes unlawful for Payler to perform for any reason, including without limitation if we need to do so to comply with the law or with a subpoena, court order, order or request of law enforcement or other government or regulatory agencies/authorities;
10.2.5. if use of your Account is subject to any pending litigation, investigation, or government proceeding or Payler perceives a heightened risk of legal or regulatory non-compliance associated with your Account activity;
10.2.6. if you are likely to become unable to pay its debts as they become due or have a bankruptcy petition presented against or any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction;
10.2.7. if Payler in its sole discretion decides that you no longer meet Payler clients’ profile;
10.2.8. if Payler believes that you adversely affect its reputation;
10.2.9. if you are reasonably suspected of carrying on illegal activities;
10.2.10. if you breach representations and warranties provided in this Agreement;
10.2.11. if we reasonably believe that your Account is associated with any account that has been suspended or terminated for breach of this Agreement or suspended for any other reason;
10.2.12. due to a Force Majeure event;
10.2.13. if your Account remains inactive for 3 consecutive months, and it shall be classified as dormant. This type of Account will be charged dormant account maintenance fees per month starting from the 4th (fourth) month of inactivity. The dormant account maintenance fee will be deducted from the Account balance until the Account becomes active, or until the balance reaches zero. The Account becomes active as soon as the Customer logs in onto the System and performs a Transaction;
10.2.14. if our service partners are unable to support your use of the Services;
10.2.15. if you take any action that we deem as circumventing our controls;
10.2.16. if you attempt to gain unauthorised access to the System or another Account or provide assistance to others attempting to do so;
10.2.17. if Payler is concerned about the security of your Account;
10.2.18. if we suspect your Account is being used in an unauthorised manner, including without limitation, by a person other than you, or that the Services are being used for the benefit of someone other than you, or used to commit fraud or for other illegal purposes;
10.2.19. if you act in a manner that is threatening or abusive to our staff or any of our representatives;
10.3. If the Customer becomes aware of the occurrence of any event referred to in clause 10.2 above it must give Payler an immediate written notice.
10.4. Payler shall be entitled to unilaterally terminate the Agreement, refuse to provide the Services and close the Account without specifying a reason by giving a 14 (fourteen) calendar days' written notice to the Customer.
10.5. The Agreement may be terminated by Payler with immediate effect if no transactions have been performed on the Account for a period exceeding one year.
10.6. Each of the parties to this Agreement is entitled to terminate the Agreement with a prior 30 (thirty) days written notice given to the other party.
10.7. Upon termination of the Agreement, Payler shall transfer or write-off outstanding Fees from the Account and transfer the remaining funds to a different bank account belonging to the Customer. The Customer will be responsible to compensate all outstanding Fees and any other payment to Payler despite the write-off under this clause.
10.8. When your Account is closed, it cannot be used. you will remain liable for all obligations relating to your Account even after your Account has been closed. Closing your Account does not mean that we delete the personal data that we hold on you and we will continue to store such data, including the history of your Transactions for a minimum period of 5 (five) years as required by law.
10.9. If the Customer decides to terminate this Agreement and close the Account, it is required to cover Payler expenses, including expenses for closing the Account.
10.10. The right to terminate this Agreement and to close your Account shall not prevent Payler from exercising any other right or remedy in respect of the breach concerned (if any) or any other breach.

11. CONFIDENTIALITY AND DATA PROTECTION

11.1. Each Party (“the Receiving Party”) to whom Confidential Information is furnished by another Party (“the Disclosing Party”) shall keep the Confidential Information strictly confidential and, except with the prior written consent of the Disclosing Party or unless otherwise provided, shall not, and shall ensure that its authorised representatives shall not:
11.1.1. use or exploit the Confidential Information in any way except for the Services; or
11.1.2. disclose or make available such Confidential Information in whole or in part to any third party, except as expressly permitted hereby; or
11.1.3. copy, reduce to writing or otherwise record the Confidential Information, except as necessary for the Services.
11.2. Confidential Information shall not include any information that:
11.2.1. is, or becomes, generally available to the public (other than as a result of disclosure by the Receiving Party or any of its authorised representatives in breach of this Agreement); or
11.2.2. was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; or
11.2.3. was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party, or
otherwise prohibited from disclosing the information to the Receiving Party; or
11.2.4. was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party; or
11.2.5. the Parties agree in writing is not confidential or may be disclosed; or
11.2.6. is developed by or for the Receiving Party, independently of the information disclosed by the Disclosing Party.
11.3. The Receiving Party may disclose the Disclosing Party's Confidential Information to its authorised representatives for the purpose of provision of the Services, provided that such representatives are required to keep that information strictly confidential.
11.4. The Receiving Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by the laws or regulations of any country with jurisdiction over the Receiving Party or by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Disclosing Party as much notice of that disclosure as possible and consult with it as to possible steps to avoid or limit disclosure and take those steps where they would not result in significant adverse consequences for the Disclosing Party.
11.5. If the Receiving Party is required to provide documents or information to any governmental or other regulatory authority, but due to short notice or absence of such notice from an authority, is unable to provide the notice referred to in paragraph 11.4 to the other Party before Confidential Information is disclosed, it shall (to the extent permitted by law) inform the other Party immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed.
11.6. Payler may retain Confidential Information of the Customer or User after closing of the Account or User Account for regulatory and compliance purposes.
11.7. To provide our Services we need to collect and retain Personal Data about you, any User and certain individuals connected to you. By accepting this Agreement, you are giving us explicit consent to access, process and/or retain any Personal Data for our provision of the Services. Please note that this "explicit consent" is a statutory requirement affecting Payler as a payment service provider and does not affect any rights and obligations that you or we have under data protection laws including but not limited to the Data Protection Laws.
11.8. We are committed to maintaining your Personal Data in accordance with legal requirements relating to the collection, storage and use of Personal Data. Please review our Privacy Policy for more information on how we use and protect your Personal Data and your privacy rights.
11.9. If we suspect that we have been given false or inaccurate information, we may record and retain such suspicion together with any other relevant information.
11.10. If we receive false or inaccurate information, and we identify or reasonably suspect any fraud or other illegal activities, then we will pass details to fraud prevention agencies and/or other relevant agencies to prevent fraud, money laundering and other illegal activities.
11.11. We may check all Personal Data you give us with fraud prevention agencies and other organisations, and we may obtain information about you from credit reference agencies to verify your identity. A record of such enquiries may be left on your files with such third-party organisations and agencies and also held by us.
11.12. We may monitor and/or record telephone calls we have with you (without notice or warning to you) to help us maintain and improve the quality of service and for fraud prevention and detection purposes.

12. INTELLECTUAL PROPERTY

12.1. We provide access to you on a non-exclusive non-transferable basis to use the System and Website during the term of this Agreement as an integral part of the Services under this Agreement. you agree not to make any false or fraudulent statements as you use this Website and the System. you acknowledge and agree that all content and Services available on this Website are property of Payler and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the United Kingdom and internationally. All rights not expressly granted herein are fully reserved by Payler, its advertisers, and licensors. Any change affecting the System or the Website, or any of its parts, however deemed necessary during the term of the Agreement does not constitute a change in this Agreement with you.
12.2. You may only install and use the System and all content derived from the System, including without limitation the patents, copyrights, design rights, trademarks and any other intellectual property rights in the System, in connection with the Services, for your personal and non-commercial use and in accordance with this Agreement. The System's code, structure and organisation are protected by intellectual property rights which are the exclusive property of Payler or its licensors, as the case may be. You must not:
12.2.1. copy, interfere with, tamper with, redistribute, publish, reverse engineer, decompile, disassemble, amend, modify, translate or make any attempt to access the source code to create derivative works of the source code, or otherwise;
12.2.2. sell, assign, sublicense, transfer, distribute or lease the System;
12.2.3. make the System available to any third party through a computer network or otherwise;
12.2.4. export the System to any country (whether by physical or electronic means); or
12.2.5. use the System in a manner prohibited by any laws or regulations which apply to the use of the System (collectively the “Forbidden Practices”).
12.3. You will be liable to us and our licensors, as the case may be for any damage, cost or expense we suffer or incur that arise out of or in connection with your committing any of the Forbidden Practices. You shall notify us as soon as reasonably possible after becoming aware of the commission by any person of any of the Forbidden Practices and shall provide us with reasonable assistance with any investigation we may conduct in light of the information provided by You in this respect.
12.4. The brand names relating to the Website and the System and any other trademarks, service marks and/or trade names used by us either on our own behalf from time to time (the “Trademarks”) are owned by us or our licensors. In addition to the rights in the Trademarks, we and/or our licensors own the rights in all other content of the Website and the System (that is not considered as transactional or personal data (the “Content”). By using the Services, you shall not obtain any rights in the Trademarks or the Content and you may use the Trademarks and Content only in accordance with the provisions of this Agreement.
12.5. Payler makes no representations whatsoever about any other interface which you may access through the Website. Notwithstanding anything to the contrary herein, the Website may provide links or other forms of reference to other interfaces, resources or data, over which Payler has no control (“External Content”). Therefore, you acknowledge that any link to an External Content is provided on the Website for convenience purposes only. Payler is not responsible for the availability or any content of the External Content, including opinions, advice, statements, prices, activities and advertisements, and you use such content at your own risk. You have to review the policies posted on the External Content regarding privacy and other topics before using it.
12.6. Termination of this Agreement shall trigger the automatic termination of access to the System and Website. The remuneration for the access is included in the Fees. You are not allowed to grant access to any third party other than to your Users. The scope of access is territorially unlimited.
12.7. Except where necessary in order to view the information on the Website and/or the System, or as permitted under the English law or this Agreement, no information or content on the Website and the System may be reproduced, adapted, uploaded to a third party, linked to, framed, performed in public, distributed or transmitted in any form by any process without a specific written consent of Payler.
12.8. You hereby acknowledge that we may be bound by a licence arrangement with a third-party software provider which governs our licence to use the System and provide with the Services. Your access to the System therefore depends on our licence and may be terminated at any time without prior notice and you hereby waive any claim against us and/or against the third-party licensor in that respect.

13. LIABILITY OF THE PARTIES

13.1. You expressly agree that you are using the Services at your sole risk and that the Services are provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only to the extent prohibited under the applicable law), completeness and/or accuracy of the Website and/or the System and/or the Services and/or infringement of applicable laws and regulations. The entire risk as to the use, quality and performance of the Services and/or Website lies with you.
13.2. Services depend in large part on the performance of the internet services provided or controlled by third parties. Actions or inactions caused by these third parties can produce situations where Payler’s connection to the internet may be impaired or disrupted. Although Payler will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Payler cannot guarantee that they will not occur. Accordingly, 13.3. Payler does not assume any and all liability to the Customer or any third party resulting from or related to such events.
Payler warrants that the Services will be provided with reasonable care and skill. If this warranty is breached, you must notify our support as soon as possible. You must give our support a reasonable time to fix the problem, which solution may include (a) supplying you with a reasonable way to work around the problem that is not materially detrimental to you and/or (b) re-performing any relevant Service(s). Our support will attempt to fix any such problems without any additional charge to you. Our support is able to do so within a reasonable time, this will be your sole and exclusive remedy in relation to any breach and no Payler will have any obligation or liability in relation to such breach.
13.4. In no event will Payler, its affiliates, shareholders, directors, employees and representatives be liable to the Customer or any third party for any damages, whether direct or consequential, losses, liabilities, costs and expenses incurred by the Customer arising out of or resulting from any misuse of the Services and/or the System by the Customer, any mistake or negligence from the Customer, any failure or omission on the Customer's side, any missing documentation despite our request, any fraud or attempt of fraud, any upset of the System due to telecommunication connections, any Force Majeure event, or any other cause of action or claim that does not directly result from a fault of Payler in the performance of the Services.
13.5. Payler shall be liable only for direct and confirmed losses incurred by the Customer or User as a result of the breach of this Agreement. Payler will not be liable for consequential or indirect loss, such as loss of profits, opportunity or reputation. The aggregate Payler's liability under this Agreement shall not exceed the amount of Fees for the last 3 (three) months paid by the Customer to Payler or GBP 2,000, whichever is greater.
13.6. Payler shall not be liable for:
13.6.1. withdrawal and transfer of Customer Money from the Account and for other Transactions with Customer Money held on the Account if the Customer or User has disclosed or not protected his Passwords and other Identity Authentication Measures and, thus, they have become known or might have been disclosed to the third parties. Payler has no obligation to maintain your Account name or password. If you misplace, forget or lose your Account name or password because of anything other than Payler’s gross negligence or wilful misconduct, Payler shall not be liable;
13.6.2. delay or failure to perform its obligations under this Agreement by reason of any cause beyond reasonable control or Payler including but not limited to any action or omission of the Customer, User or any third party, any force majeure event, including, epidemia and pandemic, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances;
13.6.3. any consequences which occur after Payler terminates this Agreement, closes, restricts or suspends the Account or User Account, or suspends to terminates the provision of the Services in whole or in part in cases stipulated by this Agreement or the applicable laws and regulations;
13.6.4. for goods and services purchased using the Customer Money and for any other third party which is a recipient or transferor under a Transaction;
13.6.5. any defaults and losses if those have occurred as a result of mandatory provisions and requirements of applicable laws and regulations as well as any acts, decisions or orders of the competent regulatory authorities or an effective ruling or decision of the court of competent jurisdiction.
13.7. The Customer will indemnify and hold Payler, its affiliates, shareholders, directors, employees, and representatives harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) arising out of any claim, suit, action or proceeding initiated by the Customer against the third party or by the third party against the Customer (each an “Action”). The Customer will pay any settlement reached or judgement entered thereon against Payler and/or against any third party.
13.8. The Customer will provide Payler with a prompt written notice upon the existence of any Action immediately when it becomes aware of it. Such notification must provide information on possibility for Payler to participate in the defence thereof.
13.9. The Customer shall indemnify and hold Payler harmless against any loss or damage (including costs) that may be awarded or agreed to be paid to any person in respect of a claim or action arising of (i) any breach of the Agreement or (ii) violation of any law or the rights of a third party by the Customer.
13.10. To the maximum extent permitted by applicable law, Payler makes no warranty that the Website and/or Services and/or the System will meet your requirements, will be uninterrupted or error-free, timely or secure, that defects will be corrected, and/or that Website, the System and the servers that makes them available are free of viruses and bugs and/or represents the full functionality, accuracy, reliability of the materials and/or as to results or the accuracy of any information obtained by you through the Services and/or the System and/or the Website.
13.11. The Customer or User shall be fully liable for correctness of the data and orders provided to Payler.
13.12. The Customer or User shall notify Payler immediately if the Transaction has been incorrectly executed due to the reasons beyond control of the Customer or User or was not authorised by the Customer. Failure to notify Payler immediately on becoming aware of such fact or within 13 calendar months from the date of the unauthorised or incorrectly executed Transaction will be considered as acceptance by the Customer of such Transaction and the Customer will lose its entitlement to have the unauthorised or incorrectly executed Transaction refunded by Payler. If it has been confirmed that a Transaction was not authorised by the Customer or was incorrectly initiated or executed by Payler and Payler was notified in a timely manner within 13 calendar months from the date of the unauthorised or incorrectly executed Transaction, and unless the Customer or User acted fraudulently or have intentionally or with gross negligence failed to protect the Identity Authentication Measures, Payler shall refund to the Customer a full amount of such Transaction.
13.13. The Customer shall bear all losses incurred as a result of an unauthorised Transaction for the amount of up to GBP 50 if such Transaction was processed from the stolen or otherwise unlawfully acquired Account or User Account.
13.14. The Customer shall bear all losses incurred as a result of an unauthorised Transaction which was executed by the Customer in violation of this Agreement or any requirements of applicable laws, including, but not limited to, failure to promptly notify Payler of unauthorised user or failure to protect Identity Authentication Measures or Passwords.
13.15. You agree that the statute of limitations in respect of any claim or cause of action which you may have arising out or related to the Services and/or the use of the System shall be limited to one (1) year after such claim or cause of action arose. Any action passed that delay shall be barred.
13.16. Each Party shall notify the other Party in writing of any force majeure circumstances which prevent compliance with this Agreement within 10 (ten) calendar days from the date of occurrence of such circumstances or when it becomes aware of the occurrence of such circumstances. Failure to notify in time would deprive the relevant Party from its right to refer to the force majeure circumstances as liability limitation event.
13.17. Payler makes no representations concerning the tax implications of the Transactions or the possession or use of the Account. The Customer bears the sole responsibility to determine if any currency or potential appreciation or depreciation in the value of such currency over time has tax implications for the Customer in the Customer’s home jurisdiction. By using the Services, and to the extent permitted by law, the Customer agrees not to hold Payler liable for any tax liability associated with or arising from the Customer’s use of the Services.
13.18. For the avoidance of doubt, you acknowledge and agree that Payler does not act as a financial advisor, does not provide any investment advice in connection with the Services contemplated by this Agreement, and any communication between you and Payler cannot be considered as investment advice. Without prejudice to our foregoing obligations, in asking us to enter into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. You represent that you have sufficient knowledge, market sophistication and experience to make your own evaluation of the merits and risks of any Transaction and that you received professional advice thereon. We give you no warranty as to the suitability of the Services and assume no fiduciary duty in our relations with you.

14. GOVERNING LAW AND JURISDICTION

14.1. This Agreement and the relationship between you and us will be governed by and construed in accordance with the English law without reference to conflict of law or choice of law provisions, and you irrevocably submit to the exclusive jurisdiction of the courts in London, England, for determination of any dispute concerning this Agreement (provided that this shall not prevent Payler from bringing an action in the courts of any other jurisdiction). You further irrevocably waive any objection which you may have at any time to the laying of venue of any proceeding brought in any such court and agree not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.

15. CONTACT METHODS

15.1. Payler will give messages and notices to the Customers or Users by publishing them on the Website (in case such messages are addressed to multiple recipients), the System, sending them via email, regular mail, SMS or push notifications in each case using verified Identity Authentication Measures.
15.2. Any communications or notices sent by:
15.2.1. email will be deemed received on the same day if it is received in the email inbox before 5pm GMT. If it is received in the email inbox after 5pm GMT or at any other time, it will be deemed received on the next day;
15.2.2. post will be deemed received three days from the date of posting for United Kingdom post or within five days of posting for international post; and
15.2.3. SMS or push notifications will be deemed received the same day.
15.3. A notice given by the Customer or User to Payler shall be considered given properly if a notice is sent using Account messaging function or support email indicated on the Website, or, if at the time it is not objectively possible, by calling support number during business hours indicated on the Website and sending notice to the email indicated on the Website.
15.4. For urgent matters, such as notification about suspected or executed unauthorised or fraudulent operations, unlawful use of Services or security threats, Customer or User shall always give notice using support numbers indicated on the Website.
15.5. All notices shall be sent in the Acceptable Language, unless otherwise agreed between the Customer or User and Payler.
15.6. The Customer or User must immediately inform Payler of any changes in its verified contact details (telephone number, email and address) which could be used by Payler to contact the Customer or User. If the Customer or User fails to inform Payler of such changes, all consequences arising from the failure of Payler to give a notice to the Customer or User shall be borne by the relevant Customer or User.
15.7. In order to protect the Customer Money against possible illegal actions, the Customer or User shall also immediately notify Payler of a theft or other loss of his personal identity document.
15.8. Payler shall promptly notify the Customer or User of any known or potential technical failures of the System and the systems or equipment of third parties contracted by Payler for provision of Services which may affect the Services.
15.9. Payler shall be free to change the technical solution or update the software used to provide the Service at any time. Such changes and updates may result in temporary interruptions to Services. Payler will give a prior notice of any such changes and updates to the Customers and Users.
15.10. The Parties shall immediately notify each other of any circumstances relevant to the compliance with this Agreement and provide the documents substantiating such circumstances, if required (e.g. bankruptcy, initiation and opening of restructuring proceedings, liquidation, reorganisation or restructuring, etc.).

16. FOREIGN EXCHANGE (FX) DISCLOSURE NOTICE

16.1. This disclosure is to provide transparency around how Payler handles and executes foreign exchange transactions. The purpose of this FX Disclosure Notice is not intended to conflict with or override any relevant law, regulatory rule or other applicable requirement in any jurisdiction in which Payler conducts business.
16.2. The exchange rate we use to convert is based on the foreign currency market for each currency we offer, so it changes constantly.
16.3. If you contact us via phone to execute a foreign exchange transaction and confirm the exchange rate for such transaction, the actual exchange rate used by us to execute the said foreign exchange transaction for you may differ as there will be a time gap between your confirmation of the exchange rate and execution of the foreign exchange transaction. Your confirmation to us of the exchange rate for a foreign exchange transaction over the phone includes your agreement that such exchange rate may change as a result of the said time gap.
16.4. The inclusion of costs and/or sales margin will apply to requests for quotes and orders unless otherwise specified. Payler reserves the right to choose the FX provider and the Customer shall bear all possible FX related losses.
16.5. We reserve the right to make changes to this FX Disclosure Notice and its components at any time. We will notify of any changes of this FX Disclosure Notice and other relevant changes regarding currency exchange availability, fees, pricing, methodology.

17. MISCELLANEOUS

17.1. Each Party represents and warrants that it has all necessary consents, approvals, permits and licences required under the applicable laws that are necessary for the execution and performance of this Agreement.
17.2. The Customer or User shall not have the right to assign its rights and obligations arising out of this Agreement to third parties without a prior written consent of Payler. Payler reserves the right to assign its rights and obligations arising out of this Agreement to third parties at any time by serving a written notice to the Customer or User if such assignment of rights and obligations is not in conflict with applicable laws and regulations.
17.3. If any provision of this Agreement is recognised as invalid, this shall not affect the validity of the remaining provisions of this Agreement.
17.4. Any delay or failure by us to exercise any right or remedy under this Agreement is not to be considered a waiver of that right or remedy and it will not stop us from exercising it at any subsequent time.
17.5. No one other than you and us has any right to enforce any of the provisions of this Agreement.
17.6. This Agreement is disclosed on the Website in the Acceptable Language and may be individually requested by the Customer from Payler.
17.7. Payler may unilaterally change this Agreement, including the Fees, at any time. These changes will be disclosed at Website and be effective upon such disclosure. Payler may notify the Customer of such changes. You should check the Website regularly. If the Customer is not in agreement with the changes to this Agreement, including the Fees, it will have the right to terminate this Agreement and request the closing of the Account. In such case no termination Fees will be charged. If the Customer does not disagree with the updated Agreement in writing within 3 business days from the date on which the Agreement is updated and placed on the Website, the Customer shall be deemed to agree to the updated Agreement.
17.8. The Customer or User shall not have the right to unilaterally amend this Agreement.
17.9. If the Customer decides to terminate this Agreement, Payler will provide the Customer with the Statement of Account for the last 36 months, unless Customer chooses not to receive such information or requests another period to be covered by the Statement of Account.
17.10. The Parties may agree on other terms not provided in this Agreement.