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

"Associate Bank" means Wells Fargo Bank, N.A. and its affiliates.

"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 authorized agents.

"Business Day" means any day We are open for business for the purposes of executing transactions, and excludes Saturday and Sunday, and any other day which is a US Federal or National holiday.

"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.

"Deposit Account" means the Wells Fargo commercial deposit account which You nominate for the receipt of payments.

"Effective Date" means 27 May 2019.

"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.

"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.

"Payer" means a person, business or organization that is making a payment to You, or receiving a bill or invoice from You, which You ask Us to contact regarding their participation in the Payment Transaction.

"Payment 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 website on which the Transaction Service is delivered to You and on which You must register to avail of the Transaction Service.

"Schedule(s)" refer to the additional documents which link to these Terms and Conditions, and where stated form part of the Agreement between You and TransferMate, all of which may be accessed via the Portal.

"Transaction Service" means the services provided by TransferMate to You under the Agreement which shall be known as Global Invoice Connect™.

"TransferMate", "We", "Us" or "Our" mean TransferMate Inc. trading as TransferMate, TransferMate Global Payments and such other names under which We may from time to time do business as, whether such name is registered or unregistered, and any present or future entity that controls or is controlled by, or is under common control with TransferMate.

"Users" mean the individual(s) (or company) which You have notified to Us and who are permitted by You to operate the Portal.

"Website" means Wellsfargo.transfermate.com

• 2.1. These Terms and Conditions, with effect from the Effective Date: 27^thMay 2019
  • 2.1.1. govern the opening, use and closure of the Transaction Service, the Deposit Account, the Portal, and services, programs, information and products related to the Transaction Service that You may use or access from time to time;
  • 2.1.2. may only be entered by You where You have the corporate power and / or legal capacity to enter a legally binding agreement and to perform Your obligations hereunder;
  • 2.1.3. operate together with Our Fee Schedule (set out at Schedule 1), Our Anti-Money Laundering Policy (set out at Schedule 2), and any other instruments in writing, to constitute the legal relationship between You and Us (collectively the "Agreement");
  • 2.1.4. are available for download in PDF or Word Format;
  • 2.1.5. may also be emailed or posted to You on request; and
  • 2.1.6. shall be made available by Us in the English language only.

• 3.1. We may modify these Terms and Conditions at any time and You shall be provided with at least 30 days notice prior to the changes taking effect to the Transactions Service.

• 4.1. We provide money remittance services with a foreign exchange element.
• 4.2. You must provide all required documentation and information to Us (and Our Associate Bank where appropriate), and confirm compliance with Our Anti-Money Laundering Policy (as may be modified from time to time). Until You have completed this process (the "Enrollment Process") You will be unable to avail of the Transaction Service.
• 4.3. We and Our Associate Bank are entitled to inter-alia verify the identity of the Users and confirm their entitlement to use the Deposit Account, where applicable, as per Our Anti-Money Laundering Policy and Our Enrollment Process. We reserve the right to refuse to permit You to operate the Portal until We are satisfied as to the matters on which We have sought clarification and verification.
• 4.4. Upon completion of Our Enrollment Process You will be provided with a method for opening the Portal. Until You take the steps set out at Clause 6 to proceed 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 enable Us to conclude Payment Transactions on Your behalf You must first create the Portal by:
  • 5.1.1. complying with the Enrollment Process, including updating documents provided;
  • 5.1.2. logging into the Transaction Service with details provided during the Enrollment Process;
  • 5.1.3. creating a unique URL which is available and is neither a breach of IPR nor offensive or misleading;
  • 5.1.4. 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
  • 5.1.5. providing Us with such additional information that We may reasonably deem necessary during this process.
• 5.2. We or Our Associate Bank shall notify You that the above steps at Clause 5.1 have been completed, confirm the Deposit Account details, 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.
• 5.3. You are required to reply to Our notification at Clause 5.2 before the Portal can be operational.

• 6.1. To enable Us to conclude a Payment Transaction on Your behalf, for each invoice You shall upload the following information onto the Portal in the form specified by Us at the time:
  • 6.1.1. the correct Invoice Reference;
  • 6.1.2. the currency in which You wish the Payer to pay Us the funds;
  • 6.1.3. 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 Payment Transactions);
  • 6.1.4. outstanding amount to be paid;
  • 6.1.5. invoice due date and the date that the Payer is to discharge the invoice by; and
  • 6.1.6. such other information as may be required from You as set out on the Portal.
• 6.2. 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 these Payers. While We make reasonable efforts to manage this listing, We do not warrant that this listing is up to date or accurate.
• 6.3. Your uploading of the information at 6.1 constitutes a request from You to Us to negotiate a Payment Transaction with You in respect of these invoices. The response to Your request (be it by Transfermate or by the Associate Bank) may provide applicable exchange rates for each currency entered and shall confirm Our ability to process the Payment Transactions in these countries. This response represents a legal offer from Us to enter Payment Transactions subject to certain conditions set out in the offer and the limitations and restrictions provided for in Clause6.4. This offer containing the Payment Transaction(s) We can facilitate, must be accepted by You, by approving the Payment Transaction, following which the Contract is formed between the You and Transfermate subject to these Terms and Conditions.
• 6.4. 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 (as set out at Clause 6.2), 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 Contract has been entered, and as such Our ability to fulfill the 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 Contract is entered, and until such time that the funds from the Payer have been lodged to Your Deposit Account.
• 6.5. Failure by a Biller to notify the Payer of the Biller's reliance on the Payment Transaction to discharge invoices is likely to impact on the likelihood that the Payer will participate in the Payment Transaction. 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.
• 6.6. We commit to contacting Payers on Your behalf and providing them with the Invoice Reference in order that they can discharge invoices to You, unless We are prevented from negotiating a Payment Transaction with a Payer as set out on the Portal or under Clause 6.4.
• 6.7. As part of making the contact under Clause 6.6, We will set out the means by which the Payer can comply with the Payment Transaction obligations, and the documentation (if any) that We require from the Payer in order to allow the Payer participate in the Payment 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 within 2 Business Days and may require that You remove Payer details from the Portal.
• 6.8. You have the option of requesting that We attach Your Portal's URL to the email(s) We send to Your Payers, 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 available, shall be available to You to select on the Portal, however the options may not be possible on every email We send on Your behalf.
• 6.9. Our commitment at Clause 6.6 is subject to Your understanding that We:
  • 6.9.1. have liberty to use whatever means We deem appropriate;
  • 6.9.2. shall make it clear to the Payer that We are acting on Your behalf and have no authority to bind You;
  • 6.9.3. do not pursue Payers beyond providing them with means of making a payment to You;
  • 6.9.4. do not serve as a collections agent on Your behalf;
  • 6.9.5. cannot compel a Payer to participate in the Payment Transaction; and
  • 6.9.6. shall ensure that funds received from the Payer are lodged to the Deposit Account in accordance with Clause 8.
• 6.10. 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.

• 7.1. In addition to uploading single Payment Transactions as set out in Clause 6.1, You have the option to upload a batch of transactions (this capability is known as a "Mass Upload").
• 7.2. On request from You, We shall provide You with a template setting out the information required by Us to process a Mass Upload.
• 7.3. 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 the file size limitation. 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.
• 7.4. We shall validate 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.
• 7.5. The payment request can be authorized and a payment request sent to the Payer once the Biller authorizes same, by way of tick box confirmation.

• 8.1. On Our receipt of funds from the Payer We shall provide You with email confirmation within 1 Business Day that a specific Invoice Reference has been discharged pursuant to a Payment Transaction.
• 8.2. You are not required to provide Us with any instruction with regard to these funds. They will be transferred into the Deposit Account as designated on the Portal. It is Your ongoing obligation when using the Portal and the Transaction Services, that You ensure that the Deposit Account is correct, is in Your name, and shall be accessible by You alone.
• 8.3. In the event You want to select an alternative Deposit Account at the Associate Bank to receive the funds, you must make that request to the Associate Bank. The Associate Bank and We will require that you take certain steps (including completing documents in specified timeframes) to authenticate the request before such alternative Deposit Account can be set up on the Portal. A failure by You to adhere to these requirements within the timeframes specified, shall mean that an alternative Deposit Account shall not be enabled.
• 8.4. We shall engage with Our Associate Bank to transfer the funds due to You into the Deposit Account in US Dollars within 1 to 2 Business Days of receiving the cleared funds from the Payer. The transfer into the Deposit Account shall specify the name of the Payer and the Invoice Reference to enable You to identify the Payment Transaction.

• 9.1. The current charges, interest, limits and exchange rates applicable to the Transaction Service are set out in the Fee Schedule.
• 9.2. We reserve the right to make changes to the Fee Schedule from time to time and will publish notice of changes on the Website and on the Portal. We shall endeavor to provide You with at least 30 days notice of a change to the Fee Schedule but this may not always be possible.

• 10.1. Communications:
  • 10.1.1. In certain contexts You will be in contact with the Associate Bank directly in relation to Your banking relationship with the Associate Bank and such communications may include inter-alia Our provision of the Transaction Service to You. Within these Terms and Conditions, where the context so permits, references to Our communicating or engaging with You may be read to include the Associate Bank, notwithstanding that this may or may not be expressed within the specific clause. This means of engagement is for the purpose of ensuring effective communication between Us, You and the Associate Bank, and is not intended to create a relationship of agency between Us and the Associate Bank.
  • 10.1.2. 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 Payment Transactions shall exclusively be effected via the Portal.
  • 10.1.3. 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 - note 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 confirmation email which is sent to You following conclusion of the Contract.
• 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 are required to be set up on the Transaction Service.
  • 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 shall 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 use of the Transaction Service.
  • 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 Portal and the Transaction Service.
• 10.3. Access and Passwords:
  • 10.3.1. Upon logging into the Portal or adding a User, You (or 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 Portal 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 Portal is the correct 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 each User shall adhere to these 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. While We endeavor to ensure that the Portal, Website and Transaction Service are available at all times, We make no commitment as to their respective uptimes, save that We shall take all reasonable steps to prioritize that unavailability shall fall outside of 4am to 7pm Pacific Time on Business Days (the "Core Hours").
• 11.2. You acknowledge and agree that We shall, from time to time, need to perform scheduled maintenance and required repairs to the Transaction Service, Website and Portal, which may require that unavailability from time to time. We shall use all reasonable endeavors to minimize the impact and duration of any such maintenance work, specifically by scheduling this maintenance work outside of Core hours, however We shall incur no liability for this downtime.

• 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, the Portal 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, the Portal 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 endeavor to ensure that the information on the Website and Portal regarding the Transaction Service is correct, We do not warrant the accuracy and completeness of the material on the Website and Portal 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 the Website, including regarding the Transaction Service, at any time without notice. The material on the Website and Portal regarding the Transaction Service may be out of date, and We make no commitment to update such material.

• 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, (3) the Portal or (4) 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 and the Portal regarding Transaction Service for Your own use on condition that:
  • 13.2.1. You are only to use the contents as authorized 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 Portal or otherwise accessible on the Transaction Service is protected by copyright, trademark, patents and other proprietary rights and laws.
• 13.4 Any unauthorized 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, Website or Portal. 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, Website or Portal 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 license herein granted ceases with immediate effect.

• 14.1. We, any other party (whether or not involved in creating, producing, maintaining or delivering the Transaction Service, 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, Website or Portal 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 authorized by You, and that You continue to meet Your obligations in relation to the Deposit Account under Clause 8.2. We shall not be liable in any way for any direct, indirect or consequential loss suffered by You (1) as a result of any Payment Transactions entered using these usernames and passwords, or (2) arising from a failure by You to meet Your obligations under Clause 8.2.
• 14.5. Other than as set out in the Clause 11, We will not be liable for any
  • 14.5.1. suspension, withdrawal or termination of Your access to the Transaction Service or Portal; 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 or Portal, (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 Enrollment 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 transactions made on the Portal through the Transaction Service up until access to the Portal 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. That You have committed an act of bankruptcy or that a bankruptcy petition has been presented against You; or
    • 16.3.2.3. That a liquidator or receiver has been appointed in respect of Your assets.
  • 16.3.3. We otherwise deem such termination, suspension or withdrawal appropriate, in Our sole discretion.
• 16.4. It is a condition of the continuation of Your access to the Transaction Service that both You and We remain in a commercial relationship with the Associate Bank. In the event that either of these commercial relationships is terminated (for whatever reason) then both parties agree that within 1 Business Day of the effective date of the termination, that this Agreement shall be terminated.
• 16.5. In the event of termination in accordance with this Clause 16:
  • 16.5.1. access to the Transaction Service and the Portal shall be immediately removed;
  • 16.5.2. We shall have no obligation to deal with any invoices uploaded by You to the Portal, including invoices for which We are already in receipt of funds from the Payer at the time of termination; and
  • 16.5.3. all outstanding invoice requests shall be cancelled.
• 16.6. 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 in relation to the Transaction Service is received by Us (and in this Clause 18, We may include the Associate Bank), We will record the nature of the complaint and issue an acknowledgment email to You within 5 Business Days of receiving Your complaint. The official complaint must be made by a phone call (You may also write, although this will slow down the process), and confirm that You wish to enter this process. Please direct Your complaint to 1-877-201-9639.
• 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.

• 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 shall be governed by and construed in accordance with the laws of New York, and each party irrevocably submits to the exclusive jurisdiction of the courts of New York. This is the case regardless of whether You reside or transact business with Us outside of the State of New York.
• 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. 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:-TransferMate Inc. whose registered office is 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 this Agreement.

Schedule 1: Fee Schedule

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

The Transaction Service is currently offered to Billers free from Fees and Charges. We reserve the right to amend this Schedule in future and introduce Fees and Charges for the use of the Transaction Service.

Schedule 2: Anti-Money Laundering Policy

Words not defined here shall have the meaning set out in the Transfermate Receivables 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: Security Guidelines

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