These Terms and Conditions are intended for Customers of Interpay Limited. If You are resident in the United States You are a customer of Transfermate Inc. and should click here for the applicable Terms and Conditions.

"Account" means the online Transfermate account which must be opened with Us before availing of the Transaction Service, whether accessed via the Website or using Our API.

"Anti-Money Laundering Policy" means the policy set out at Schedule 2 which sets out Our compliance with the regulations, legislation and codes which govern anti-money laundering and terrorist financing.

"Beneficiary" means the intended recipient of the Payment Transaction who will either be notified to Us by You or may be an existing customer of Ours who requests Us to work with You to make a Reactive Payment.

"Booking Reference" means the reference number specific to Your Payment Transaction which We will give You, which will enable both You and Us to identify the Payment Transaction.

"Business Day" means any day We are open for business for the purposes of executing Payment Transactions, excludes Saturday and Sunday, and may exclude national holidays or legal holidays in countries impacted by the Payment Transaction.

"Confidential Information" means all information in whatever form or method of disclosure, that is disclosed by one party to the other party, whether or not marked as confidential, to the extent a reason­able person would consider such information as confidential, and includes these Terms and Conditions.

"Contract" means the agreement formed between You and Us regarding a Payment Transaction which is subject to these Terms and Conditions

"Cut-off Time" means the time (currently 1PM GMT but subject to change) by which a Lodgement must be received by Us, in order for Us to be able to treat the Lodgement as received on that day.

"Effective Date" means 17 May 2019.

"Final Transfer" means the transfer of funds by Transfermate into the account of the Beneficiary.

"Funding Account" means the account in which You nominate to fund the Lodgement to the Transfermate Nominated Account.

"Future Dated Payment" is a payment whereby Your Order requires, and We agree, that the Payment Transaction should not be made at the earliest possible date, but at some future date as advised by You to Us.

"Intellectual Property Rights" or "IPR" means all intellectual property rights, including patents, supplementary protection certificates, petty patents, utility models, trademarks, database rights, rights in designs, copyrights (including rights in computer software) and topography rights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions.

"Lodgement" means the transfer of funds from Your Funding Account to the Transfermate Nominated Account following the formation of the Contract in respect of the Payment Transaction.

"Order" means the request from You to Us to undertake a Payment Transaction.

"Payment Transaction" refers to the agreement for Us to effect a funds transfer on Your behalf whether at a live exchange rate, a pre-agreed exchange rate or without a foreign exchange element.

"Reactive Payment" means a Payment Transaction which You have been requested to make by a customer of Transfermate using the Receivables Service, on whose behalf We have contacted You.

"Receivables Service" means the facility offered by Us as set out at Schedule 4, whereby We enable third parties to make a Reactive Payment to You, whereby You are the Beneficiary of the Payment Transaction.

"Schedule(s)" refer to the additional documents which supplement these Terms and Conditions, and where stated form part of the Agreement between You and Transfermate, all of which are accessible on the Website.

"Transaction Service" means the services provided by Us over the telephone or email, via Your Account or otherwise accessed on the Website, which enable You to make Payment Transactions and avail of Receivables Service (where applicable).

"Transfermate", "We", "Us" or "Our" mean Interpay Limited trading as TransferMate, TransferMate Global Payments, Transfermate Education and such other names under which We may from time to time do business as, whether such name is registered or unregistered. Our Registered Office is IDA Business & Technology Park, Ring Road, Kilkenny, Republic of Ireland, R95 ETN5. We are registered in the Republic of Ireland and Our Company Registration number is E0368136. We are regulated by the Central Bank of Ireland as a licenced Payment Institution (No. C42802) and further details of Our regulatory status can be found on the Website.

"Transfermate Nominated Account" means Our bank account to which Your Lodgement is required to be made.

"Users" means You or the individual(s) (or company) which You have notified to Us and who are permitted by You to place the Order.

"Website" means www.transfermate.com.

"You", "Your" means the legal or natural person in whose name these Terms and Conditions are entered with Us, and includes where the context so permits, Your Users and authorised agents.

• 2.1. These Terms and Conditions, with effect from the Effective Date:
• 2.1.1. govern the opening, use and closure of the Transaction Service and all accounts, services, programs, information and products related to the Transaction Service that You may use or access from time to time unless You are resident in the United States, in which case You are required to click here;
• 2.1.2. require You to confirm that You have read, accepted and understand You are legally bound by said Terms and Conditions on each occasion where You ask Us to perform, and We agree to perform, a foreign exchange transaction on Your behalf following an Order from You;
• 2.1.3. may only be entered by You where You have the corporate power and / or legal capacity (meaning in the case of a natural person, being over 18 years of age) to enter a legally binding agreement and to perform Your obligations hereunder;
• 2.1.4. operate together with the Standard Fee Schedule (Schedule 1), Our Anti-Money Laundering Policy (Schedule 2), Our Privacy Policy (Schedule 3), and any other instruments in writing, including agreements in writing which amend the Schedules, to constitute the legal relationship between You and Us (collectively the "Agreement");
• 2.1.5. are available for download in PDF or Word Format;
• 2.1.6. may also be emailed or posted to You on request; and
• 2.1.7. shall be made available by Us in the English language only.
• 2.2. For the use of additional services such as the Receivables Service, You have to agree to these Terms and Conditions and:
• 2.2.1. enter a specific agreement with Us in writing which may or may not incorporate these Terms and Conditions; or
• 2.2.2. confirm by use of the additional services (such as the Receivables Service) that You have read and accepted the terms applicable to the additional service (such as those set out at Schedule 4 in respect of the Receivables Service).

• 3.1. We may modify these Terms and Conditions at any time and:
  • 3.1.1 We will insert a notice on the Website highlighting that the Terms and Conditions have been modified and it is Your obligation to ensure You have read and understood the applicable Terms and Conditions before entering a Contract with Us;
  • 3.1.2 any such modification will apply with immediate effect to any new Contract entered between You and Us, and Your continued use of or access to the Transaction Service and/or the Website shall be deemed as Your acceptance of the modified Terms and Conditions.
  • 3.1.3 If, prior to entering a Payment Transaction, You do not agree with the modified Terms and Conditions, You are free not to continue with the Payment Transaction and to desist from further use of the Transaction Service without any further liability to You.

• 4.1. We provide money remittance services with a foreign exchange element.
• 4.2. You must complete an application to open an Account with Us, provide all required documentation and information to Us, and confirm compliance with Our Anti-Money Laundering Policy (as detailed in Clause 4.3. In addition to requesting documentation from You, We will complete additional checks to verify Your identity, these additional checks include but are not limited to, credit reference checks, sanctions check, news checks and checks of other available registers. By applying to use the Transaction Service You consent to Us using any additional checks We deem appropriate. All such checks will be conducted in accordance with Our Privacy Policy. Until these processes have been completed to Our satisfaction, (collectively the "Account Opening Process"), You will be unable to request to effect a Payment Transaction.
• 4.3. Our Anti Money Laundering Policy, as may be modified by Us from time to time, forms a core part of the Account Opening Process and is set out at Schedule 2. We are entitled to inter-alia verify Your identity or the identity of the Users. We reserve the right to refuse to accept an Order until We are satisfied as to the matters on which We have sought clarification and verification. You undertake that You will observe all Anti-Money Laundering and Exchange Control laws and regulations in relation to any request by Us and will use all reasonable endeavours to assist Us to do likewise. In particular, You warrant that the information given by You is accurate and that the Lodgement will not constituent a breach of any Anti-Money Laundering and Exchange Control Laws and regulations.
• 4.4. Some legal or regulatory authorities may require additional information regarding You or particular transactions. You agree to supply all such information, which any legal or regulatory authority may require.
• 4.5. Upon completion of Our Account Opening Process You shall have an Account in operation with Us, however until You take the steps set out at Clauses 5 and 6 to conclude a Payment Transaction, neither party shall have any financial obligations towards the other party, nor are the parties under any legal obligation to conclude Payment Transactions.

• 5.1. To engage with Us to conclude a Payment Transaction, You must first place an Order by:
  • 5.1.1. using the means set out at Clause 5.2 to request Us to:
    • 5.1.1.1. purchase a specified amount of foreign currency for You; or
    • 5.1.1.2. pay funds to a Beneficiary in Your local currency; and
  • 5.1.2. providing Us with:
    • 5.1.2.1 Your nominated Funding Account, including names, numbers and particulars of the account holders;
    • 5.1.2.2 the amount to be transferred and the currency in which the Payment Transaction is to be effected;
    • 5.1.2.3 full Beneficiary details where We do not already have these on the Account, though in certain circumstances this can be provided after the Order is placed;
    • 5.1.2.4 the purpose for making the Payment Transaction;
    • 5.1.2.5 the date on which You want Us to make the Future Dated Payment (if this facility is available); and
    • 5.1.2.6 such other information or documentation that We may require, including but not limited to specific requirements in some jurisdictions (such as those required for currency control reasons).
• 5.2. The means by which You may place an Order are by providing the information set out at Clause 5.1, adhering to the Security Guidelines, and contacting Us:
  • 5.2.1 over the telephone (calls are typically recorded – for more information on this see Clause 10.1.2);
  • 5.2.2 By email; or
  • 5.2.3 By logging into Your Account.
• 5.3. You are solely responsible for ensuring that all details You provide at Clause 5.1 are correct. We will do everything We reasonably can to rectify any errors, inaccuracies or omissions in Your Order, but this may lead to a delay or failure in processing Your Order. We will not be liable for any loss, damage, cost or expense suffered by You or any party as a result of any such errors, inaccuracies or omissions in Your placement of an Order.
• 5.4. We may act on an Order from, or purporting to be from, You or the Users, until We have received prior written notice to the contrary and a reasonable opportunity to act on such notice. Any reference to the means by which We may receive an Order from You or Users includes, but shall not be limited to those means set out at 5.2.

• 6.1. Your Order constitutes an invitation from You for Us to negotiate a Payment Transaction with You. Our response to Your Order (by the means set out at Clause 6.2) represents a legal offer from Us for You to enter a Payment Transaction subject to certain conditions set out in the offer. This offer must be accepted by You, following which the Contract is formed between the parties subject to these Terms and Conditions. Confirmation of the Contract shall be emailed to You (the "Booking Confirmation") by Us after the Contract has been formed.
• 6.2. This Contract can be concluded by following any one or more of the means of placing an Order set out at Clause 5.2, though We reserve Our right to engage with You by whatever means We deem most appropriate in concluding the Contract. In each instance Your acceptance, by whatever means, serves as Your acceptance these Terms and Conditions as governing the offer made by Transfermate to enter the Contract for a Payment Transaction.
• 6.3. Non-negotiation of Orders:
  • 6.3.1 We reserve the right to request further information before entering negotiations with You in respect of an Order;
  • 6.3.2 Payment Transactions are subject to a minimum and maximum transaction value determined by Us, and We may decline to negotiate an Order which falls outside of these value points, notwithstanding that prior Orders of equivalent value were not declined; and
  • 6.3.3 We may notify You of Our refusal to negotiate an Order without giving any reason. We will have no liability to You as a result of doing so.
• 6.4. Cancellation of Payment Transactions:
  • 6.4.1. In the event of Your having formed a Contract with Us in error, You are advised to contact Us immediately on receipt of the Booking Confirmation requesting the Contract to be cancelled. Any loss arising on such cancellation will be charged to You and payable by You, and there may be additional cancellation fees attaching to Your request as set out in the Standard Fee Schedule or otherwise negotiated.
• 6.5. Non-execution or Delays in Payment Transactions:
  • 6.5.1. Notwithstanding the formation of a Contract, We hereby reserve a contractual right to delay or not to complete the execution of the Payment Transaction in instances where:
    • 6.5.1.1. abnormal and unforeseeable circumstances beyond Our control or prohibit or limit Us executing the Payment Transaction;
    • 6.5.1.2. legal obligations covered by applicable regulations make the execution of the Payment Transaction a potentially illegal or non-compliant action;
    • 6.5.1.3. due to the automation of the Transaction Service, errors in quoted rates may have occurred leading to the provision to You of erroneous rates at the time of placing the Order; or
    • 6.5.1.4. errors, inaccuracies or omissions in Your Order may mean that a Payment Transaction cannot be completed (meaning Our making the Final Transfer) as scheduled.
  • 6.5.2. We shall endeavour to inform You on as soon as possible in the event of non-execution of the Payment Transaction as set out in Clause 6.5.1 and in any event no later than the next Business Day, together with the reason for the failure unless We are prevented from disclosing same to You. We shall endeavour to complete the Payment Transaction if the impediment preventing execution can be removed, or where applicable, when the errors, inaccuracies or omissions are corrected.
  • 6.5.3. Where the provisions of Clause 6.5.1 lead to a delay in execution of a Payment Transaction, any commitments provided by Us as to the timing of making the Final Transfer may be adversely impacted, and therefore We accept no liability for a delay to completing a Payment Transaction.
• 6.6. Effecting the Lodgement:
  • 6.6.1. Under these Terms and Conditions which govern the Contract, You are legally obliged to complete the Lodgement of the agreed amount with the Booking Reference within 2 Business Days of the date on which the Contract is entered (the "Settlement Date"). Accordingly this Contract is suitable only if You are able to deliver, on or before the Settlement Date, the currency You have agreed to buy from Us.
  • 6.6.2. Delivery of the Lodgement shall be by use of one of the two methods set out at Clause 7. Under no circumstances shall We accept a Lodgement by any other means, even if We have previously permitted such alternative means of making a Lodgement.
  • 6.6.3. A failure by You to effect the Lodgement in full and by the Settlement Date is a breach of the Contract, in which event We will close out the Order at its then prevailing market rates and any loss or costs incurred by Us as a result of Your contractual breach shall be recoverable in full from You on demand by Us, including additional cancellation fees attaching to Your request as set out in the Standard Fee Schedule or otherwise negotiated. Late or incomplete settlement shall incur penalty interest on the total amount due, at a compound rate of 20% per annum, calculated daily and payable to Us on the date payment is made.
  • 6.6.4. The time and date of receipt and recognition by Us of the Lodgement is the date at which the Lodgement is received by Us in cleared funds in Our Transfermate Nominated Account. If it is not a Business Day or if the cleared funds are received after Cut-off Time, the Lodgement shall be deemed to have been received by Us on the following Business Day and You must make allowances for this in order to ensure You comply with Your obligations under the Contract.
• 6.7. Processing the Final Transfer:
  • 6.7.1. Upon full receipt and recognition of the Lodgement, We will comply with Our obligation under the Contract and process the Final Transfer on the same Business Day if the Lodgement is received before Cut-off Time, or on the following Business Day if the Lodgement is received after the Cut-off Time, unless We agreed to make a Future Dated Payment.
  • 6.7.2. The amount credited by way of Final Transfer to the Beneficiary will be net of fees, charges, commissions and any interest due.
• 6.8. A confirmation of the Final Transfer (the "Payment Confirmation") will be issued to Your nominated email address. If You do not receive a Payment Confirmation within 24 hours of the date on which the Lodgement is made or within 4 Business Days from the date of the Contract was entered, You are obliged to contact Us. The Payment Confirmation will detail (where applicable):
  • 6.8.1. the Booking Reference which enables You to identify the Payment Transaction, which shall also be provided to the Beneficiary unless You expressly request Us not to make such disclosure. By hereby permitting such disclosure, You agree to hold Us harmless for any damage or loss suffered by You resulting from enquiries from the Beneficiary or any holder of the Booking Reference. We represent and warrant that We will exercise ordinary care in releasing this information.
  • 6.8.2. the date on which the Payment Transaction was effected;
  • 6.8.3. the value date of the Payment Transaction;
  • 6.8.4. a breakdown of the fees and charges payable by You;
  • 6.8.5. the exchange rate used and the amount of the Final Transfer after the currency conversion; and
  • 6.8.6. additional and further information as may be requested by You subject to an additional charge.
• 6.9. Upon You becoming aware of any unauthorised or incorrectly executed Payment Transaction, You must notify Us without delay. Where We establish that the Payment Transaction was unauthorised or erroneously effected by Us, We shall refund to You, the amount of the unauthorised or erroneous Payment Transaction plus any charges thereon.
• 6.10. You irrevocably agree that We may retain any Lodgements transmitted to Us pursuant to these Terms and Conditions if We learn that there is a suspicion that You may have breached any laws or regulations, or if We are required to do so by any legal or regulatory authorities. Such retained Lodgements shall not bear interest against Us.

• 7.1 By Wire Transfer or Electronic Funds Transfer:
  • 7.1.1. The default mechanism by which You are expected to make the Lodgement is by payment of a wire transfer or electronic funds transfer in the currency agreed.
  • 7.1.2. We will provide You with the requisite details of the Transfermate Nominated Account at the time at which the Contract is agreed, and it is Your obligation to ensure You use the correct Transfermate Nominated Account.
• 7.2. By Direct Debit ("DD") or Automated Clearing House ("ACH") payments:
• 7.2.1. This option is not available to You if You are a Sole Trader or personal customer.
• 7.2.2. In certain regions (as may be notified to You at the time of placing the Order) it is an option for You to make the Lodgement by way of DD/ACH payment, however We are under no obligation to provide You with this option and require that You make at least one transfer by the means set out at Clause 7.1.
• 7.2.3. It is imperative that You ensure that all details supplied by You on the direct debit mandate agreements (or ACH equivalent) are correct and valid, and that only authorised signatories on the Your Funding Account have signed this mandate, and confirm You shall indemnify Us for any losses incurred by Us as a result of errors made by You on the mandate.
• 7.2.4. You are obliged to ensure that (1) there are sufficient funds in Your Funding Account to meet the direct debit call and (2) sufficient funds remain in Your Funding Account until the direct debit has cleared. If a Lodgement by way of DD/ACH does not reach Transfermate Nominated Account due to insufficient funds or for any other reason, You must then complete the Lodgement by way of wire transfer to Us so that the Lodgement is not delayed.
• 7.2.5. We reserve the right to revoke the option of making Lodgements by DD/ACH payments where any DD/ACH payment made by You is reversed from the Transfermate Nominated Account.
• 7.2.6. We reserve the right to limit the amount of funds to be taken by DD/ACH.
• 7.2.7. If a DD/ACH Mandate is inactive for a period of 9 months or more, We reserve the right to deactivate the option to pay by DD/ACH without prior notice to You or to request You to update the DD/ACH Mandate.
• 7.2.8. In order to cancel a DD/ACH, You must contact Your bank to cancel. Transfermate cannot do this on Your behalf.
• 7.3. Other than by availing of the means set out at Clauses 7.1 and 7.2, no other means is available for funding the Transfermate Nominated Account, specifically We do not accept cash, cheques or any equivalent. Any attempts by You to make the Lodgement by any such prohibited means shall be invalid under the Contract, causing a delay and potentially a breach of the Contract.
• 7.4. Unless otherwise agreed with You, We do not have nor do We request, any access to Your nominated Funding Account and shall not unilaterally debit funds from Your Funding Account. You must initiate the Lodgement to the Transfermate Nominated Account.

• 8.1. In certain circumstances We may contact You by email ("Collection Email") on behalf of a third party (the "Biller") who has requested that We provide You with an option to discharge an invoice (meaning for this purpose an invoice, bill or other contractual debt due to the Biller) by way of the Transaction Service. This Collection Email includes a link to a secure section of the Website (the "Portal") and a request for You to make a Reactive Payment in order to settle the invoice from the Biller;
• 8.2. You are under no obligation to Us to make the Reactive Payment - this is a matter between You and the Biller. However should You wish to make the Reactive Payment, it is incumbent on You to ensure that You make it in the currency quoted on the Portal and a failure to do this shall result in the Payment Transaction being rejected, a potential breach of Your obligation to the Biller to discharge the invoice, and Your incurring additional fees and charges if We are required to perform an additional currency exchange.
• 8.3. If You are satisfied to make the Reactive Payment, You are required to go to the Portal and complete the Payment Transaction by strictly adhering to the requirements detailed by Us on the Portal.
• 8.4. Unless stated to the contrary in the Collection Email, You shall be required to open an Account with Us in accordance with Clause 4 before making the Reactive Payment. We shall make it clear at the time of opening the Account whether the Account is set up to enable You to make a single Reactive Payment only, in some case without a foreign exchange element, or whether in opening the Account You are thereafter permitted to make full use of the Transaction Service.
• 8.5. The options available to You as to how You make the Reactive Payment shall vary according to the instructions of the Biller, the applicable currency and Your location. We make no warranty or commitment as to the specific steps required to make a Reactive Payment. These shall be explained on the Portal and/or the Collection Email.

• 9.1. The current charges, interest, limits and exchange rates applicable to the Transaction Service are set out the Standard Fee Schedule.
• 9.2. We reserve the right to make changes to the Standard Fee Schedule from time to time and You will be asked to confirm Your agreement with the fees applicable prior to the entry of the Contract.
• 9.3. The then in force Standard Fee Schedule shall apply to each Contract You enter with Us, however a Contract already entered will not be impacted if changes to the Standard Fee Schedule take effect after the date the Contract is entered.

• 10.1. Communications:
  • 10.1.1. All communications between You (and where the context so permits, Your User) and Us shall be by email or telephone. In addition You have the option of communicating with Us through the Website via live chat, however no Orders may be placed by using live chat.
  • 10.1.2. Telephone calls (which for this purpose includes calls on fixed landlines, Skype calls or mobile lines) with You are typically recorded to protect both Your and Our own interests in the event of a dispute. For technical reasons it is not always possible for Us to record all telephone calls. The telephone recordings will, where available and once a transcript is furnished to You following prior request, be accepted as evidence of the instructions or communications recorded, and may be used as evidence in any dispute, action, proceedings involving the use by You of the Transaction Service. The absence of a telephone call recording shall not be deemed as detrimental in any such dispute, and in such circumstances We are entitled to rely on an undisputed Booking Confirmation.
• 10.2. User Set Up and Monitoring:
  • 10.2.1. Before getting access to the Transaction Service, You shall notify Us of the Users that You require to be set up on the Transaction Service, unless You are a Sole Trader or personal customer, in which case it is understood that the only User of the Transaction Service shall be You, unless You place a request to the contrary.
  • 10.2.2. All Users must be approved and registered by Us before using the Transaction Service. Access to the Transaction Service shall be restricted to approved Users and We are under no obligation to approve a User.
  • 10.2.3. You are required to notify Us immediately if there are any changes to the list of Users.
  • 10.2.4. You shall ensure each User is trustworthy, has the legal authority to access the Transaction System, and will adhere to the Security Guidelines. The selection of a User is at Your own risk and We are under no obligation to conduct checks on Your Users or oversee a User's activity on the Account.
  • 10.2.5. By accepting these Terms and Conditions You are confirming that each User You appoint shall have all necessary authority to use the Account and the Transaction Service.
• 10.3. Access and Passwords:
  • 10.3.1. Upon opening an Account or adding a User, You / the User shall be required to select a username and a password. The password must comply with the Security Guidelines.
  • 10.3.2. Upon logging into the Account by providing the username and the corresponding password, access will be granted to You and We will not be required to take any further steps to verify that the person accessing the Account is Your User.
  • 10.3.3. Each User's registration is for that User only. Users are prohibited from sharing their username and password with any other person, and to do so shall be treated as a material breach of these Terms and Conditions by You.
  • 10.3.4. If You forget Your password, You must contact Us and, upon satisfactory completion of verification procedures, We shall issue You with a new password via email.
• 10.4. Safeguards and Corrective Measures
  • 10.4.1. You warrant that You and the Users shall adhere to the Security Guidelines.
  • 10.4.2. A failure to adhere to these Security Guidelines may lead to a loss to You or to Us, and You confirm that You accept all responsibility for any such loss, and indemnify Us for any loss We may incur as a result of You not following the Security Guidelines.
  • 10.4.3. The Security Guidelines represent reasonable security measures in Our opinion, but are not intended as an exhaustive lists of steps that You must undertake to ensure online security.

• 11.1. We make no representations herein as to the effectiveness of the Transaction Service.

• 12.1. The Transaction Service is made available as is, and except for any express warranties made in these Terms and Conditions, to the maximum extent permitted by law, neither the Transaction Service or the Website is made available with any condition, warranty or representation from Us as to suitability or accessibility, either expressed or implied. This includes, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Transaction Service or the Website.
• 12.2.You accept and acknowledge that We do not provide any investment advice, including without limitation, on the merits of the Payment Transaction and its likely implications. You must make a decision to enter into a Payment Transaction based solely on Your own judgment or with having availed of prior independent financial advice. It is for You to evaluate whether the Payment Transaction is appropriate in terms of Your experience, financial objectives, and circumstances.
• 12.3.While We endeavour to ensure that the information on the Website regarding the Transaction Service is correct, We do not warrant the accuracy and completeness of the material on the Website regarding the Transaction Service including the real-time tradable rates which may not be reflective of the current price of the currency. We may make changes to Our Website, including regarding the Transaction Service, at any time without notice. The material on Our Website regarding the Transaction Service may be out of date, and We make no commitment to update such material.
• 12.4.We reserve Our right to rely on 3^rd party banking partners in certain jurisdictions who may operate the Transfermate Nominated Account, either in Our name or in the name of the banking partner. We make all reasonable efforts to ensure that when You make the Lodgement, these funds are held in a secure account segregated from Our own funds, however this protection may not be available to Us in every jurisdiction.

• 13.1. Transfermate (and where applicable its affiliates, suppliers or licensors) are the sole and exclusive owner(s) of all IPR which forms directly or indirectly (1) the Transaction Service, (2) the Website, or (3) the Account, and any other IPR arising from Your use of the Transaction Service or other ancillary services. This Agreement does not grant You title to or any ownership rights or interest, but only a right of limited use as expressly set forth in this Clause 13.
• 13.2. You are hereby granted a non-assignable, non-exclusive and limited licence to print and download extracts of IPR from the Website regarding Transaction Service for Your own use on condition that:
• 13.2.1. You are only to use the contents as authorised by Us;
• 13.2.2. no documents or related graphics are modified in any way;
• 13.2.3. no graphics are used separately from the corresponding text;
• 13.2.4. Our copyright and trademark notices appear in all copies;
• 13.2.5. You acknowledge that the names, images and logos identifying Us, Our products and services, are proprietary marks belonging to Us; and
• 13.2.6. no part may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Our prior written permission.
• 13.3. You acknowledge and agree that all content on the Website, the Account or otherwise accessible on the Transaction Service is protected by copyright, trademark, patents and other proprietary rights and laws.
• 13.4. Any unauthorised use or any breach of this Clause 13 will result in immediate termination of the Agreement whereby You must, on request from Us, immediately destroy any downloaded or printed extracts from the Transaction Service or Website. This license is conditional on Your continued compliance with these Terms and Conditions and any rights not expressly granted herein are reserved.
• 13.5. Derivative use of the Transaction Service is strictly prohibited, including any use of data mining, robots or similar data gathering, reverse engineering and extraction tools irrespective of whether there is an intent to damage or impair the Transaction Service, and any such activities shall be deemed a material breach of these Terms and Conditions.
• 13.6. On termination of this Agreement, the licence herein granted ceases with immediate effect.

• 14.1. We, any other party (whether or not involved in creating, producing, maintaining or delivering Transaction Service, the Website or the Portal), and any of Our officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any type of incidental, punitive, special, indirect or consequential damages arising from or connected in any way to, the Transaction Service, the Website or the Portal, that may result to You or a third party. This includes, without limitation, any indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, business interruption, loss of use, loss or damage due to viruses, or other loss or damages, even if advised of the possibility of such damages, whether arising under any theory of contract, tort (including negligence), strict liability or otherwise.
• 14.2. Nothing in these Terms and Conditions will exclude or limit Our liability for:
  • 14.2.1. Death or personal injury;
  • 14.2.2. Fraud;
  • 14.2.3. Misrepresentation as to a fundamental matter; or
  • 14.2.4. Any liability which cannot be excluded or limited under applicable law.
• 14.3. If Your use of material on the Transaction Service results in the need for servicing, repair or correction of equipment, software or data, You assume all costs thereof.
• 14.4. We are entitled to assume that all Payment Transactions entered using usernames and passwords of You or the Users are authorised by You. We shall not be liable in any way for any direct, indirect or consequential loss suffered by You as a result of any Payment Transactions entered using these usernames and passwords.
• 14.5. We shall not be liable for any:
  • 14.5.1. suspension, withdrawal or termination of Your access to the Transaction Service; or
  • 14.5.2. interruptions to the Transaction Service.
• 14.6. Our liability to You is limited to the lesser of (i) the amount paid by You hereunder during the three (3) month period immediately preceding the date the loss or damage first occurs, or (ii) €5,000. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so, to the extent not allowed by law, some of the above limitations may not apply.
• 14.7. You indemnify, defend and hold Us harmless against any and all costs, liabilities, losses, and expenses (including but not limited to reasonable legal fees) suffered by Us, which may result from (i) Your or a User's misuse of the Transaction Service, (ii) Your or a User's breach of the Agreement, or (iii) any failure by You or a User to comply with the law.

• 15.1. Neither party shall use Confidential Information of the other party for any purpose other than for the purpose of providing or using the Transaction Service or as otherwise expressly permitted herein.
• 15.2. Confidential Information shall not include, however, any information which (i) was publicly known prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party in violation of these Terms and Conditions; (iii) is already in the lawful possession of the receiving party at the time of disclosure by the disclosing party as shown by the content of the receiving party's files and records prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by the receiving party's documents or other competent evidence in the receiving party's possession.
• 15.3. Each party shall exercise reasonable care not to disclose, and to prevent its employees and agents from disclosing, any Confidential Information of the other party.
• 15.4. If a party is compelled to disclose Confidential Information under the authority of a court or governmental agency, the compelled party shall promptly notify the other party. The other party shall have the opportunity to object to the compelled disclosure prior to production of such information.
• 15.5. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party or certify the same has been destroyed.

• 16.1. On completing the Account Opening Process You shall have access to the Transaction Service until such time as such access is terminated as set out in this Clause 16.
• 16.2. You may cancel Your access to the Transaction Service at any time by giving Us written notice. You will remain responsible for any Payment Transactions made on Your Account until access to Your Account is actually disabled.
• 16.3. We may terminate, suspend or withdraw Your access to the Transaction Service at any time without prior notice if:
• 16.3.1. We suspect that You have breached these Terms and Conditions, including but not limited to Clauses 13 or 15, or have acted fraudulently.
• 16.3.2. We learn or have reason to believe:
  • 16.3.2.1. of Your death, bankruptcy or lack of legal capacity;
  • 16.3.2.2. a liquidator or receiver has been appointed in respect of the Your assets; or
  • 16.3.2.3. You have committed an act of bankruptcy or that a bankruptcy petition has been presented against You.
• 16.3.3. We otherwise deem such termination, suspension or withdrawal appropriate, in Our sole discretion.
• 16.4. Payment Transactions, including but not limited to Future Dated Payments, in respect of which Contracts have been concluded and which are scheduled to be made after Your access to the Transaction Service is terminated or suspended will not be impacted by the termination, unless We explicitly notify You otherwise at the time of termination.
• 16.5. The respective obligations of parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding IPR, Confidential Information, limitation of liability and indemnification, shall survive the termination, suspension, withdrawal or cancellation of the Transaction Service.

• 17.1. We make available market information services generated internally containing, but not limited to financial market data, rates, news, charts or data. Market information provided by Us, whether made available on the Website, in email format or over the telephone is not intended as foreign exchange advice.
• 17.2. We do not guarantee the accuracy, timeliness, completeness or correct sequencing of the market information. We reserve the right to discontinue offering market information at any time without notice, and for the avoidance of doubt any market information provided to You is not an element of the Transaction Service and should not be regarded as bearing any relation to Your decisions to use the Transaction Service.

• 18.1. Where an official complaint from You in relation to the Transaction Service is received by Us, We will record the nature of the complaint and issue an acknowledgement email to You within 5 Business Days of receiving Your complaint. The acknowledgement will provide You with the contact name who is responsible for dealing with Your complaint. The official complaint must be made by email (You may also write, although this will slow down the process), and confirm that You wish to enter this process. Please email Your complaint to complaints@transfermate.com.
• 18.2. We will investigate Your complaint as swiftly as possible and where applicable, You will receive a regular written update on the progress of the investigation at intervals of not more than 20 Business Days.
• 18.3. We will try to resolve Your complaint within 40 Business Days of having received the complaint. If Your complaint cannot be resolved within 40 Business Days, We will write to You notifying You of the anticipated timeframe for the conclusion of the investigation.
• 18.4. Within 5 Business Days of the conclusion of the investigation of the complaint, We will issue a resolution letter detailing the outcome of the investigation. This letter will include, if applicable, an explanation of the terms of any offer that We are prepared to make in settlement of Your complaint.
• 18.5. If at any time You are unsatisfied with the handling of Your complaint or We cannot resolve the complaint within the 40 Business Days timeframe, You will be notified of Your right to refer the matter to the Financial Services and Pensions Ombudsman's Bureau https://www.fspo.ie/ with an address of FSPO’s Bureau 3rd Floor, Lincoln House, Lincoln Place, Dublin 2, Ireland (telephone 1890 88 20 90, Fax 353 (01) 662 0890 or Email enquiries@fspo.ie).

• 19.1. The Agreement and any disputes or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance to the laws of the Republic of Ireland, and each party hereto irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Ireland. This is the case regardless of whether You reside or transact business with Us elsewhere in the world.
• 19.2. Without limiting the foregoing, You acknowledge and understand that laws regarding foreign exchange contracts vary throughout the world, and it is Your obligation alone to ensure that You fully comply with any law, regulation or directive, relevant to Your country of residency with regards to the use of the Transaction Service. For avoidance of doubt, the ability to access to the Transaction Service does not necessarily mean that the Transaction Service, and/or Your activities through it, are legal under the laws, regulations or directives relevant to Your state or country of residence.
• 19.3. This Agreement expresses the complete and final understanding of the parties with respect to the Transaction Service and the subject matter hereof, and supersedes all prior communications between the parties, whether written or oral with respect to the subject matter hereof.
• 19.4. Throughout this Agreement, whenever required by context, the use of the singular number shall be construed to include the plural, and the use of the plural the singular, and the use of any gender shall include all genders.
• 19.5. Either party shall be excused from any delay or failure in performance hereunder, other than the payment of money, caused by or due to any cause beyond its reasonable control, including, but not limited to acts of God, earthquake, flood, third party labour disputes, utility curtailments, power failures, explosions, civil disturbances, vandalism, riots, war, governmental actions, and acts or omissions of third parties.
• 19.6. The Contract entered by You pursuant to a Payment Transaction shall not be transferable, negotiable or assignable by You, and any attempt to do so is void. Subject to the foregoing, this Contract will be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns, and is for the sole benefit of the parties, and nothing herein will be construed as giving any rights to any person not a party to the Contract.
• 19.7. We shall be entitled to sub-contract any or all of Our obligations or assign or sub-license any or all of Our rights under the Agreement. We shall remain responsible for obligations which are performed by the sub-contractors and for the acts or omissions of the sub-contractors as if they were the acts or omissions of Transfermate.
• 19.8. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• 19.9. The provisions of this Agreement, and the rights and remedies of the parties under this Agreement, are cumulative and are without prejudice and in addition to any rights or remedies a party may have whether arising under common law, equity, statute, custom or otherwise. No exercise by a party of any one right or remedy under this Agreement, or under common law, equity, statute, custom or otherwise, will (save to the extent, if any, provided expressly in this Agreement, or by common law, equity, statute or custom) operate so as to hinder or prevent the exercise by it of any other such right or remedy.
• 19.10. If any provision or part-provision of this Agreement 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-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 19.10 shall not affect the validity and enforceability of the rest of this Agreement.
• 19.11. Without prejudice to any other rights or remedies that both parties may have, both parties acknowledge and agree that damages alone may not be an adequate remedy for any breach of this Agreement by the other party. Accordingly, either party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement by the other party.
• 19.12. Your use of the Portal, the Website Site and the Transaction Service is subject to the Our Privacy Policy (the current version of which is at Schedule 3). By accessing or using the Portal, the Website and the Transaction Service, You understand and agree that We may collect and retain personal or other information about You, the Users and the device You use to access the Portal, the Website and the Transaction Service.
• 19.13. No one other than a party to this Agreement shall have any right to enforce any of these Terms and Conditions.
• 19.14. The parties will have the status of independent contractors, and nothing herein will be deemed to place the parties in any other relationship, including employer-employee, principal-agent, partners or joint ventures.
• 19.15. Unless specified to the contrary herein, notices to be given to Transfermate under the Agreement shall not be effective unless in writing and hand-delivered (e.g. via courier) or mailed by registered or certified mail to Interpay Limited trading as Transfermate at the registered office set out herein.
• 19.16. These Terms and Conditions together with all Schedules, appendices, exhibits and attachments hereto constitute the sole and complete agreement between the parties with regard to its subject matter, and supersedes all proposals, understandings, representations, prior agreements or communications relating to the subject matter of the Agreement.

Words not defined here shall have the meaning set out in the Transfermate Standard Terms and Conditions (here)

You authorise Us to deduct Our fees for the Transaction Service in accordance with the receipt issued after the Transaction Service is completed and before the Final Transfer is made. The current fees for the Transaction Service are set out below.

While amounts are stated below in Euro only, the limits and bands apply mutatis mutandis to US Dollar or GB Sterling, i.e., if We state "amounts over €5,000", if You are dealing in US Dollars, this should be read as "amounts over $5,000". For all other currencies We shall calculate the applicable fee in Euro and convert to Your local currency.

• Corporate clients transferring €5,000 or more attract no transfer fee for the Order.
• For Orders under €5,000 a fee of €5 applies
• We may permit an exceptional Order under €1,000 EUR at Our discretion, but have no obligation to do so. A fee of €15 applies. If We believe that these transfers are no longer exceptional, a separate agreement on fees shall be required.
• If We agree in exceptional circumstances to complete same currency Payment Transactions, a fee shall apply and unless a different fee is notified to You prior to concluding the Contract, a standard fee of €15 shall apply.
• Where the Final Transfer is to be made to a bank that is not meeting SEPA requirements, We will charge an additional fee of €10 where foreign exchange occurs or such additional fee to be notified to You should the Order be a same currency Order.

We charge transfer fees based on the method of payment You choose, as follows:

• We may permit an Order under €1,000 EUR at Our discretion as an exception, but have no obligation to do so. A fee of €15 applies. If We believe that these transfers are no longer occasional a separate agreement on fees must be made.

We use electronic fund transfers as a default payment method, however, where You make a Lodgement to Us via a method of payment other than electronic funds transfer and We incur a charge from the bank, We reserve the right to pass this fee on to You.

Cancellation Fee:
In the event that You wish to cancel a Contract, We reserve the right to charge You a cancellation fee of €20 in addition to reimbursing Us for the loss arising on such cancellation.

• The foreign exchange rate changes every 3 seconds and the rate agreed between Us in the Contract shall be the applicable rate to the Contract.
• Subject to the fees detailed herein, We will always endeavour to send the full payment amount for each Payment Transaction unless there are costs beyond Our control which We shall pass onto You. Typically such costs arise outside of the EEA, and where these are foreseeable, We shall notify You of these costs and the impact on the Payment Transaction before concluding the Contract.
• We do not, under any circumstances, accept any liability for any direct or indirect losses that result from Receiver/Intermediary Bank Fees, meaning the fees the receiving bank or an intermediary may charge their client to receive Your payment, which will vary depending on the locations involved in the Payment Transaction.
• We do not charge or provide interest to either corporate or non-corporate clients.

Schedule 2: Anti-Money Laundering Policy

Words not defined here shall have the meaning set out in the Transfermate Standard Terms and Conditions (here)

Money laundering is the process by which criminally obtained money or other assets are exchanged for "clean" money with no obvious link to its criminal origin. By preventing money laundering, the movement of funds derived from criminal activities will be inhibited. This will in turn, restrict the availability of funds used for terrorist activities. Transfermate views Money Laundering as a serious criminal offence, and as such, complies with regulatory requirements intended to forestall and prevent money laundering. These include:

• Confirming the identity of Our clients.
• Retaining transaction and identification records for a minimum period of five years.
• Training staff in terms of anti-money laundering regulations.
• Appointing a nominated officer responsible for monitoring and reporting any and all suspicious activities to the relevant authorities.

Please note that Transfermate reserves the right to refuse a transaction at any time should suspicion arise that it may be connected to money laundering or any other criminal activity. In addition, Transfermate will be obliged to report this suspicious activity and in line with regulations, is prohibited from disclosing this to the client.

By providing Us with false identification or contact details, We will deem this a misuse of the Transaction Service. We are legally bound to report such misdemeanours to the relevant authorities, and as such You may be the subject of a criminal investigation.

Transfermate will NOT do business with anyone suspected of, or directly involved in Money Laundering, or where funds have been sourced by any illegal activity.

To assist the world wide fight against the funding of terrorism and money laundering activities, world wide laws require Transfermate to obtain, verify and record information that identifies each person who opens an account with Us. This can be done in many ways, some of which may require You to provide documentation. Below are examples of documentation that may be required. Your customer service representative will guide You through this process.

Examples of Information required - natural persons
When You open an Account, You will be asked for information such as Your name, date of birth, address, identification numbers and source of funds. To verify this information, Transfermate uses the latest available technology, but You maybe asked for identification documents such as, certified copies of documents showing nationality, residence, Your address and a photograph of You. Typical verification documents are Your passport/drivers licence plus a utility bill/bank statement.

Examples of Information required - Companies
When You open an Account, a corporation, partnership, trust or other legal entity may need to provide other information, such as its principal place of business, local office, employer identification number. To verify this information, Transfermate uses the latest available technology but You may be asked for certified articles of incorporation, government-issued business license, a partnership agreement or a trust agreement.

Certification
If You are required to provide certified copy documents, they must be of good quality, signed and dated with the words "True copy of the original" (or similar) and can be certified by the following people: accountant, lawyer, police officer or Your bank manager. If You cannot get one of these people Your customer relationship representative will work with You to find an appropriate substitute. The person certifying the ID document should be contactable so please write their contact details on the copy of the document. This information needs to be scanned back to Us and the originals posted to the firm. Transfermate may conduct additional security checks on clients at Our discretion.

Your Customer Service Representative will contact You to assist You with this process

What happens if I don't provide the information requested or my identity can't be verified? 
We may not be able to open an Account or carry out transactions for You. If You already have an Account, We may have to close it.
Details of Your specific requirements to open an Account with Transfermate will be communicated to You by Your customer services representative.

Schedule 3: Privacy Policy and Data Protection

Words not defined here shall have the meaning set out in the Transfermate Standard Terms and Conditions (here)

• 1. Definitions

  "Cookies" mean small text files that are placed on Your computer or mobile device when You browse websites.

• 2. Introduction
  This Privacy Policy, issued in May 2018, constitutes part of the legal relationship between You and Us. The other elements of the legal relationship being Our Terms and Conditions`, Our Anti-Money Laundering Policy and the terms governing any other additional services provided by Us to You.
• 
  3. Privacy Policy

  3.1 Collection of Information Protecting Your privacy is important. In order to provide You with Our services, We must collect certain personal information about You and obtain Your consent in relation to the handling of such personal information. You will provide to Us upon request all such information in relation to Your financial and business affairs and/or identity, as We may reasonably require which may also be used for analytical or any secondary purposes such as archiving, audits, statistical/historical purposes.

  In addition to the personal data required for the processing of Your interaction, We will also use this data to advise You of new changes or additions to Our services, or information related to foreign exchange rates. Additionally, We also collect non-personal data.

  "Non-Personal Data"

  Like most websites, We gather statistical and other analytical information collected on an aggregate basis of all visitors to Our Website. This Non-Personal Data comprises information that cannot be used to identify or contact You, such as demographic information regarding, for example, user IP addresses where they have been clipped or anonymised, browser types and other anonymous statistical data involving the use of Our Website.

  3.2 Use of Information You hereby authorise Us to collect, use, store or otherwise process any personal information in accordance with this Privacy Policy, Our Terms and Conditions and Our Anti-Money Laundering Policy.

  3.3 Identity Verification You will be required to provide evidence to verify identity. If We are not satisfied with the information provided by You, We may request additional information. We will not accept an application and the full range of Transaction Service will not be available to You unless and until verification procedures have been completed to Our satisfaction.

  3.4 Consent to Search Public Databases You consent to an electronic database search and credit reference agencies search by Us in order to verify Your identity and credit standing. We shall retain records of the contents and results of such searches in accordance with all current and applicable laws. We further reserve the right, if considered appropriate at Our sole discretion, to provide relevant information regarding You and Your transactions to credit reference and law enforcement agencies.

  3.5 Information correct You must ensure that all information provided to Us is accurate and up-to-date at all times. Any changes must be advised to Us as soon as practicable. You may ask Us for a copy of Your personal information so You may review it and correct or change it if necessary. We will respond to Your request within 30 days.

  3.6 Protection of Information We collect and store all information electronically, and take reasonable steps to protect such information from unauthorised access, misuse, loss or destruction. We shall in no way be liable to You for any loss or damage You may incur as a result of the loss or theft of such information held by Us.

  3.7 Retention of Information Any information collected by Us, including telephone recordings or transcripts, may be kept or destroyed in accordance with relevant GDPR or regulatory legislation.

  3.8 Recording phone conversations Both You and Us consent to the electronic recording by either party of telephone conversations between them without an automatic warning tone, and the utilisation of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or in relation to any dealings between the parties.

  3.9 Cookies Our Cookie Policy provides details on the Cookies Our Website uses. Our cookies do not store any personal identifiable information. You can switch Cookies off by adjusting Your internet browser settings to stop it accepting Cookies. Please be aware though that turning off Cookies will impair the performance of many websites and not just Ours.

  3.10 Unsubscribe If You decide that You no longer wish Us to keep or use information or You want the information to be revised or updated, please feel free to contact Us. We will remove or amend the information as appropriate in accordance with applicable legislative and regulatory requirements.

Schedule 4: Additional Terms for Receivables Service

Words not defined here shall have the meaning set out in the Transfermate Standard Terms and Conditions (here)

Introduction:
These Receivables Terms are applicable if You have opted to avail of Transfermate's Receivables Service whereby You, in addition to being able to engage with Us as a payer in a Payment Transaction, can now request Transfermate to receive payments from a third party (the "Payer" or "Reactive Payer" as defined in the Terms and Conditions) in order for that third party to discharge an invoice (meaning for this purpose an invoice, bill or other contractual debt) by way of the Transaction Service.

Definitions:
"Biller" or "You" or "Your" means a party who wishes to use the Transaction Service to facilitate Payers discharging invoice(s), and includes where the context so permits, Your Users and authorised agents.
"Invoice Reference" means the reference number specific to Your invoice, which We will give You, which will enable You, Us and the Payer to identify Your request for payment.
"Payer" means a person, business or organization that is making a payment to You, or receiving a bill or invoice from You, whom You ask Us to contact regarding the participation in the Payment Transaction.
"Receivables Transaction" means the process by which You receive funds from a Payer in accordance with instructions entered by You on the Portal.
"Portal" means the customisable website on which the Transaction Service is delivered to You.
"Receivables Account" means the account which You nominate for the receipt of payments.
"Virtual Account" means the account in which We retain payments made to You until You instruct Us otherwise.

• 1.1. To enable Us to conclude Receivables Transactions on Your behalf You must first create the Portal by:
  • 1.1.1. complying with the Account Opening Process;
  • 1.1.2. logging into Your newly created Account with details provided during the Account Opening Process;
  • 1.1.3. creating a unique URL which is available and is neither a breach of IPR nor offensive or misleading;
  • 1.1.4. uploading Your company logo which must comply with the parameters specified by Us at the time (such parameters may include but not be limited to using a specific file type, size limit and dimensions); and
  • 1.1.5. providing Us with such additional information that We may reasonably deem necessary during this process.
• 1.2. We shall notify You that the above steps at Clause 1.1 have been completed, confirm Your access to the Portal and provide You with the means by which You can access the Portal. You shall also be provided with administrative log in details to enable You to host, develop, design and maintain the Portal.

• 2.1. In respect of each invoice in respect of which You want Us to effect a Receivables Transaction, You shall upload the following information to the Portal in the form specified by Us at the time:
  • 2.1.1 the correct Invoice Reference;
  • 2.1.2 the currency in which You wish the Payer to pay Us the funds;
  • 2.1.3 details, including correct email and phone number of the Payer (this should be done once and We shall then retain Payer details on file for future Receivables Transactions);
  • 2.1.4 outstanding amount to be paid;
  • 2.1.5 invoice due date and the date that the Payer is to discharge the invoice by;
  • 2.1.6 confirmation on whether, following receipt of funds from the Payer, You want Us to retain the funds in a Virtual Account or transfer them to a specified Receivables Account; and
  • 2.1.7 such other information as may be required from You as set out on the Portal.
• 2.2. The Portal is intended to contain a list of the countries into which We are able to send invoices on Your behalf and also the currency in which We are able to bill Payers. While We make reasonable efforts to manage this listing, We do not warrant that this listing is up to date or accurate.
• 2.3. Your uploading of the information at Clause 2.1 constitutes a request from You to Us to negotiate a Receivables Transaction with You in respect of the invoices. The response to Your request may provide applicable exchange rates for each currency entered and shall confirm Our ability to process the Receivables Transactions in the countries. This response represents a legal offer from Us to enter Receivables Transactions subject to certain conditions set out in the offer, and the limitations and restrictions provided for in Clause 2.4 herein. This offer containing the Receivables Transaction(s) We can facilitate, must be accepted by You, by approving the Receivables Transaction, following which a legal contract is formed between the You and Transfermate subject to these Receivables Terms (the "Receivables Contract").
• 2.4. In some circumstances We may not be able to bill into a country or in a currency notwithstanding what has been set out on the Portal, or We may be prohibited from dealing with a particular Payer. We hereby reserve Our right to bring this limitation or restriction to Your attention after the Receivables Contract has been entered, and as such Our ability to fulfill the Receivables Contract is conditional on Us being able to offer the Transaction Service in a country or in a currency or to a Payer at the time the Receivables Contract is entered, and until the funds from the Payer have been received by Us.
• 2.5. Failure by a Biller to notify the Payer of the Biller's reliance on the Receivables Transaction to discharge invoices is likely to impact on the likelihood that the Payer will participate in the Receivables Transaction. We may, without being obliged to do so, provide You with a facility to send a Payer(s) the Collection Email (as defined in the Payables Terms and Conditions). We do not prescribe the means by which such notification should be made by You, nor is it required under this Agreement, however We shall monitor uptake from Payers to identify where such notification is not operating effectively, and reserve Our rights to engage with You to improve the effectiveness of this process.
• 2.6. You may request that We send Payers the Collection Email on Your behalf and provide them with the Invoice Reference in order that they can discharge invoices to You. We shall comply with this request unless We are prevented from negotiating a Receivables Transaction with a Payer under Clause 2.4 or as set out on the Portal.
• 2.7. As part of issuing the Collection Email, We will set out the means by which the Payer can comply with the Receivables Transaction obligations, and the documentation (if any) that We require from the Payer in order to allow the Payer participate in the Receivables Transaction. In the event that Payer declines to engage with Us or if We deem that the We cannot accept funds from Payer, We shall notify You of same within 2 Business Days, and may require that You remove Payer details from the Portal.
• 2.8. You have the option of requesting that Your Portal's URL is attached to the Collection Email, by adding it to the invoice(s) template from Your accounting software. In addition You have the option of using Your logo on the emails sent to Payers. These options, where applicable, shall be available to You to select on the Portal, however the options may not be possible on every Collection Email.
• 2.9. Our commitment at Clause 2.6 to issue the Collection Email is subject to Your understanding that We:
• 2.9.1 have liberty to use whatever means We deem appropriate;
• 2.9.2 shall make it clear to the Payer that We are acting on Your behalf but have no authority to bind You;
• 2.9.3 do not pursue Payers beyond providing them with means of making a payment to You;
• 2.9.4 do not serve as a collections agent on Your behalf;
• 2.9.5 cannot compel a Payer to participate in the Receivables Transaction; and
• 2.9.6 shall ensure that funds received from the Payer are lodged to the Virtual Account or to the Receivables Account (if applicable) in accordance with Clause 4.
• 2.10. If the Payer terminates its relationship with Us or notifies Us that they no longer wish to avail of the Transaction Service, You shall be updated within 2 Business Days of Our being made aware. We may require that You remove Payer details from the Portal and You shall not be permitted to upload invoices in respect of that Payer without Our first receiving the consent of the Payer to recommence Our engagement with it.

• 3.1. In addition to uploading single Payment Transactions as set out in Clause 2.1, You have the option to upload a batch of transactions (this capability is known as a "Mass Upload").
• 3.2. On request from You, We shall provide You with a template setting out the information required by Us to process a Mass Upload.
• 3.3. You are required to follow this template and produce a statement listing the transaction requests for Mass Upload together with attached invoice(s) in the following format; PDF, DOCX, XLS, subject to file size limitation as detailed on the Portal. Our requirements and supported formats may be modified by Us from time to time, and We reserve the right to notify You of any modified requirements during the Mass Upload process.
• 3.4. We shall validate that the uploaded file contains the necessary information for Mass Uploads, engage with You where there are errors on the uploaded file, and confirm details of the successful Mass Upload when applicable.
• 3.5. The payment request can be authorised and a Collection Email sent to the Payer once the Biller authorises same, by way of tick box confirmation.

• 4.1. On Our receipt of funds from Payer We shall provide You with email confirmation within 1 Business Day that a specific Invoice Reference has been discharged pursuant to a Receivables Transaction.
• 4.2. Unless You provide Us with any instruction to the contrary with regard to these funds, they will be retained by Us in the Virtual Account, in the currency set on that Virtual Account. The decision to use of a Virtual Account instead of nominating a Receivables Account is a matter for You and We cannot advise You on the wisest course of action for Your needs. There are risks associated with the use of a Virtual Account and You are advised to seek advice should You wish to retain funds in a Virtual Account, in particular if You do not have a specific purpose in mind for the onward use of those funds.
• 4.3. Following a specific request from You We shall transfer the Funds into Your Receivables Account as designated on the Portal. This request may be made while the funds are in the Virtual Account or prior to the receipt of funds from the Payer.
• 4.4. We shall transfer the funds due to You into the Receivables Account within 1 to 2 Business Days of receiving the cleared funds from the Payer. The transfer into the Receivables Account shall specify the name of the Payer and the Invoice Reference to enable You to identify the Payment Transaction.

Schedule 5: Security Guidelines

Words not defined here shall have the meaning set out in the Transfermate Standard Terms and Conditions (here)

If You do not comply with security obligations, You may be liable for unauthorised payments from Your bank account(s).

• 1.1. Fee Payment means the transfer of funds by you to the Nominated Account in settlement of a sum of money due by you to the TME Client.
• 1.2. Final Transfer means the transfer of the Fee Payment by TME into the account of the TME Client.
• 1.3. Nominated Account means TME’s bank account to which the Fee Payment is required to be made.
• 1.4. Platform means the payment system on the Website by which Fee Payments can be arranged.
• 1.5. Service means the facility offered by TME which allows you to make a Fee Payment using the Platform but does not mean that TME is providing you with any other service other than your use of the Platform.
• 1.6. Service Provider means any company which TME may engage to assist with the provision of the Service.
• 1.7. TME means TransferMate Limited, having its registered office at IDA Business & Technology Park, Ring Road, Kilkenny, Republic of Ireland, R95 ETN5, acting always through its global subsidiaries, which trade under the Transfermate Education brand.
• 1.8. TME Client means an educational institution or education accommodation customer of TME who has requested TME to collect fees from you in order to pay monies contractually due by you to the TME Client.
• 1.9. Website means www.transfermateeducation.com.

• 2.1. TME is engaging with you as a collection agent for the TME Client under whose authority TME is requested to collect funds due by you to the TME Client. TME’s engagement with the TME Client is provided subject to the relevant local law and regulatory requirements in the countries or states in which the TME Client is located and governed by a confidential legal agreement between TME, who is providing the payment service, and the TME Client. All Fee Payments TME receives from you are held for the benefit of the TME Client. At all times when TME engages with you, it does so as an authorized representative of the TME Client and has no direct service obligations to you.
• 2.2. You are under no obligation to use TME as a collection agent for the TME Client.
• 2.3. TME reserves the right to use a Service Provider to provide the Service, whom at all times will be subject to the relevant local law and regulatory requirements in the country in which the Fee Payment is undertaken. TME’s use of a Service Provider does not create a contractual relationship between you and the Service Provider. TME will, at all times, be responsible for the provision of the Service.
• 2.4. Your access and use of the Service is strictly subject to these Terms of Use, the Privacy Statement, notices, disclaimers, and warnings applicable from time to time and available on the Website.

• 3.1. By selecting the checkbox indicating you agree to these Terms of Use, you acknowledge and agree that you have read and understood these Terms of Use and consent to any applicable fees and charges which are set out on the Platform.
• 3.2. TME may modify these Terms of Use at any time and it is your obligation to ensure you have read and understood the applicable Terms of Use before using the Service.

• 4.1. Any information and documentation that TME accepts from you, is done under the authority of the TME Client. The information and documentation required varies according to your home country and TME may require additional information regarding you or particular transactions before TME fulfils its obligations to the TME Client.
• 4.2. You hereby represent and warrant the accuracy and completeness of the information and documentation you provide. Your failure in this regard may result in a delayed or non-delivered Final Transfer, for which you are responsible and TME has no liability therefor for any delays in payment to the TME Client.

• 5.1. You shall be required to follow the payment instructions given via the Platform to enable you to successfully complete your Fee Payment by ensuring the payment of the full amount due within the time period is provided to TME, otherwise there is a strong likelihood that the payment will be rejected by TME on behalf of the TME Client.
• 5.2. Subject to clause 5.4, TME commits to holding the applicable foreign exchange rate (where a rate is required to transfer the Fee Payment into the currency required by the TME Client) for forty-eight (48) hours. A failure by you to complete the payment within this time period shall release TME from this rate commitment. A failure by you to effect the Fee Payment in full and within these timelines may lead to the TME Client incurring a loss, and it is a matter between you and the TME Client as to whether the TME Client makes you accountable for this loss.
• 5.3. TME shall use reasonable endeavors to engage with you after you reserve your Fee Payment but prior to completion, in order to guide you through the steps required to meet your obligation to the TME Client, and you consent to TME using the contact details provided by you in order to assist you with completion, and remind you of the deadlines. It remains at all times your responsibility to complete this, with or without engagement by TME.
• 5.4. In exceptional circumstances where there is significant foreign exchange rate volatility between the point at which you make the booking and when you are due to make the Fee Payment, TME may be required to reject the Fee Payment as the TME Client would be underpaid in the Final Transfer. TME will do all it can to minimise the likelihood of this arising, but you accept that there is no legal imperative on TME to allow you a full 48 hour period, where foreign exchange rate volatility arises. It is therefore always in your best interest to ensure you make the Fee Payment directly after the booking is made.
• 5.5. The means of making the Fee Payment are set out on the Platform (and may include wires, bank transfer, credit card payment– which includes ACH or other pull payments), and shall vary according to your home country and the profile of the TME Client. It is essential that you have the authority to make the Fee Payment and to use the funds which are used to fulfil the Fee Payment.
• 5.6. In the event that you make the Fee Payment by credit card, you may have a recall right for a period after the Fee Payment has been made, notwithstanding that TME has made the Final Transfer. In the event that you elect to recall the Fee Payment and this is successful, then TME will no longer provide the Service to you and the TME Client may seek to recover those funds due by you directly. The decision to recall the Fee Payment should only be taken where you have legitimate grounds and are aware that this may impact on your legal relationship with the TME Client.

• 6.1. You acknowledge and agree that you have the right, including all necessary permission and consents, to input all information required into the Platform. If you are completing the Fee Payment on behalf of the student named on the TME Client’s documentation, including as an agent or family member of the student, you represent and warrant that you are acting in compliance with all applicable law and regulation, and understand that TME may require additional documentation about both you and the student in order to successfully process this Fee Payment.

• 7.1. TME acts as a collection agent for the TME Client and can only affect a refund at the direction of the TME Client. If you conclude that a refund is due to you, you are required to contact the TME Client directly.
• 7.2. In instances where TME is instructed by the TME Client to issue a refund to you, TME may require additional details from you within a defined timeframe in order to allow the refund to be made by TME. You agree that TME may contact you using the contact details provided by you in order to enable you to receive the refund

• 8.1. You agree to comply with all security procedures governing the Platform and to keep all passwords secure in accordance with the TME Client’s requirements.

• 9.1. The current charges and exchange rates applicable to the Service are set out on the Platform.
• 9.2. TME reserve the right to make changes to the charges and exchange rates from time to time and these will be displayed on the Platform in advance of you entering a Fee Payment.

• 10.1. The Service is made available as is and to the maximum extent permitted by law. Neither the Service or the Platform is made available with any condition, warranty, or representation from TME as to suitability or accessibility, either expressed or implied. This includes, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Service or the Platform.
• 10.2. You accept and acknowledge that TME does not provide any investment advice, including without limitation, on the merits of making the Fee Payment and its likely implications. You must make a decision to use the Service based solely on your own judgment or with having availed of prior independent advice.

• 11.1. TME (and where applicable its affiliates, suppliers or licensors) are the sole and exclusive owner(s) of all intellectual property (“IP”) which forms directly or indirectly (1) the Service, (2) the Website, or (3) the Platform, and any other IP arising from your use of the Service or other ancillary services.
• 11.2. Derivative use of the Service and Platform is strictly prohibited, including any use of data mining, robots or similar data gathering, reverse engineering and extraction tools irrespective of whether there is an intent to damage or impair the Service, and any such activities shall be deemed a material breach of these Terms of Use.

• 12.1. You agree to cover any loss, costs or damages suffered by TME and TME’s respective subsidiaries, affiliates, officers, employees and agents from any claim or demand, including legal fees and expenses, in connection with or related to (a) any inaccurate information or documentation provided by you, or (b) arising out of your (i) illegal, unlawful or negligent use of the Platform; (ii) intentional misuse of the Platform; or (iii) breach of the Terms of Use.
• 12.2. Nothing in these Terms of Use will exclude or limit TME’s liability for: (i) death or personal injury; (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under applicable law.
• 12.3. TME shall not be liable for any suspension, withdrawal or termination of the Service or interruptions to the Service.
• 12.4. TME’s liability to you is limited to the greater of (i) the amount of the Fee Payment by you hereunder or (ii) €5,000.

• 13.1. By accessing or using the Platform, the Website, and the Service, you understand and agree that TME may collect and retain personal or other information about you. This enables TME to set up a basic profile for you, which contains essential information to allow TME engage with you in future, both for the purpose of making this Fee Payment and receiving refunds where applicable.
• 13.2. You may be asked when providing this personal information if you consent to TME using your personal information for other purposes, including but not limited to contacting you in advance of future dates on which Fee Payments are due to the TME Client (“Additional Services”). The decision on whether to provide this consent to being contacted in respect of Additional Services is entirely at your discretion and will not impair the operation of the booking and Fee Payment set our herein. Please note that as an essential part of delivering the Service to you and notwithstanding your consent or otherwise to Additional Services, TME retains the right to contact you as set out in clauses 5.3 and 7.2 above.

• 14.1. These Terms of Use and any disputes or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance to the laws of the Republic of Ireland, and each party hereto irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Ireland.
• 14.2. TME shall be entitled to sub-contract any or all of TME’s obligations or assign or sub-license any or all of TME’s rights under these Terms of Use. TME shall remain responsible for obligations which are performed by the sub-contractors and for the acts or omissions of the sub-contractors as if they were the acts or omissions of TME.
• 14.3. If any provision or part-provision of these Terms of Use 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-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms of Use.
• 14.4. No one other than you or TME shall have any right to enforce any of these Terms of Use.