FINADVANT LIMITED TERMS AND CONDITIONS
1. DefinitionsAccount Profile
means Your account profile accessible via the Client Portal on the Website.Client Bank Account
means a bank account owned by You.Client Bank Transfer
means a transfer from Your bank account into Your Kapaga Account.Client Portal
means an electronic resource owned by Kapaga and accessible via the Website, which provides access to Kapaga Services. You must activate an Account Profile to gain full access to the Client Portal.Confidential Information
means any and all information of whatever nature or form that is disclosed (whether in writing, verbally or otherwise), obtained or created, under or in connection with these Terms, which is of a confidential or proprietary nature
means the period of one year from the date on which your Subscription Plan starts and each anniversary of such date.Counterparty
means any party that receives funds from or sends funds to Your Kapaga Account.Electronic Money
means an electronic store of monetary value that exists in banking computer systems that may be used to facilitate electronic transactions.EMD agent
means a person who provides payment services on behalf of an electronic money institution (as defined in the EMR 2011).EMI
means electronic money institution.Exchange Rate
means the exchange rate set by Kapaga in accordance with Kapaga ’s internal policy.FCA
means the Financial Conduct Authority of the United Kingdom, which is located at 12 Endeavor Square, London, E20 1JN, United Kingdom; more information about the FCA can be found on the official website www.fca.org.uk
means the fees for the Subscription Plans as set out here: https://kapaga.com/pricing.Finadvant means
Finadvant Limited - a company incorporated in England and Wales, (company number 12852382) whose registered address is 3 Waterhouse Square, 138 - 142 Holborn, London, England, EC1N 2SW.Kapaga
means the trading name of Finadvant Limited. In these and in PayrNet’s terms we, us, Finadvant and Kapaga have equal meaning.Kapaga Account
means Your Kapaga account, whereby You benefit from the Kapaga Services and make Kapaga Transactions.Kapaga Services
means the provision of access to the Client Portal through the Website, followed by the completion (independently or through our operators) of transactions according to the list of services presented in clause 24 hereof.Kapaga Transaction
means any inbound or outbound financial transaction related to Your Kapaga Account.Force Majeure Event
means any event or sequence of events beyond a party’s reasonable control and which prevents it from, or delays it in performing its obligations, including; (a) actions or restrictions of the government or state bodies; (b) any cause or event arising out of or attributable to war, revolution, civil commotion, terrorist activity (or threat thereof); (c) labour dispute including strikes, industrial action, lockouts or boycott; (d) an act of God, fire, explosion, flood, storm, earthquake, or other natural disaster which causes significant destruction, including to infrastructure systems; (e) power outages, blockages, or internet or telecoms failure; (f) any epidemic or pandemic, including the COVID-19 pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease; (g) bank delays, mail delays, failure or delay of any electronic transmission.Insolvency Event
means any event where either:
1. a party proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the Insolvency Act 1986; or
2. a party proposes or is subject to any arrangement or restructuring plan under Part 26A of the Companies Act 2006; or
3. an interim order is made in relation to it under Section 252 of the Insolvency Act 1986; or
4. any other steps are taken or negotiations commenced by it or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving it and any of its creditors; or
5. a party is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
6. a party calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed; or
7. a party presents, or has presented, a petition for a winding up order; an application to appoint an administrator is made in respect of a party or a notice of intention to appoint an administrator is filed in respect of a party; or
8. a party has an administrator, administrative receiver, or receiver appointed over all or any part of its business, undertaking, property or assets; or
9. a party takes any steps in connection with proposing a company voluntary arrangement or a company voluntary arrangement is passed in relation to it; or
10. a party ceases, or appears in the reasonable opinion of the party wishing to terminate likely to cease, or is threatening to cease, to trade; or
11. a party suffers or undergoes any procedure analogous to any of those specified above.Intellectual Property Rights
means countries in or from which You cannot trade, be managed and/or owned by other entities and from which You cannot send or receive money. Restricted Countries are listed in Appendix 1, such list may be updated from time to time and is your responsibility to keep yourself informed about any updates.Subscription Plan
means one of the two types of subscription plan available to You (Standard and Custom) as set out here: https://kapaga.com/pricingTerms
means these Kapaga Terms and Conditions including any appendices, annexes, schedules, as may be amended from time to time.Third Party Bank Transfer
means the receipt of funds into Your Kapaga Account from a third party or an outgoing transfer by You from Your Kapaga Account to a third party.Website
means a company customer who has agreed to these Terms.
2.1 These Terms set out the general terms and conditions for Your use of Kapaga Services and are between You and Kapaga. No other terms or conditions apply except as may be stated by us.
2.2 Before you use Kapaga Services, you must:
(i) read these and the PayrNet Terms and Conditions found here
and accept and agree to both sets of terms by ticking the relevant box on creating an Account Profile.
(ii) provide Kapaga with such documentation, photographs and information as we may reasonably request to comply with our regulatory obligations, as well as all applicable laws including laws against money laundering, terrorist financing and other prohibited activities.
2.4 By accepting these Terms, You agree to and accept our Fees.
2.5 By accepting these Terms, you also agree to the terms of our third party service providers. Kapaga is not responsible for and expressly disclaims all warranties of any kind with respect to third-party content, products and services unless otherwise set forth in an applicable agreement between you and Kapaga.
2.6 Access to the Kapaga Services is subject to You (i) fulfilling the requirements set out in these Terms and (ii) passing our internal verification procedures.
2.7 Where the information provided by You to Kapaga at clause 2.2(ii) is no longer accurate, you undertake to immediately notify Kapaga of this in writing to email@example.com and will at the same time provide Kapaga with details of the updated information. Kapaga will not be liable for any losses arising from Your provision of any invalid, incorrect or inaccurate information.
2.8 Where Kapaga believes, or has reason to believe, that the information provided by You to Kapaga at clause 2.2(ii) is inaccurate, Kapaga has the right to immediately cease providing the Services to You and terminate any agreement with you. Kapaga will not be liable for any costs or losses incurred by You in connection with the cessation of the Kapaga Services and any agreements with You.
2.9 Kapaga may, at any time, request additional information reasonably required to provide Kapaga Services or to comply with Kapaga’s obligations under these Terms or any applicable law.
3.1 The Issuance of Electronic Money and payment services is provided by PayrNet Limited, a company incorporated in England and Wales, (company number: 09883437) whose registered office is at 138 Holborn, London, EC1N 2SW, UK (PayrNet
3.2 PayrNet is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 922901) for the issuing of Electronic Money. PayrNet has appointed Finadvant Limited (Kapaga) as an EMD Agent. As such, Finadvant is authorised to provide associated payment services alongside PayrNet’s e-money account services.
Finadvant brings you the website which enables you to access your money. Finadvant does not hold your money but collaborates with PayrNet Limited, ("PayrNet") who provide a "Safeguarded" e-money account where your funds are held (your account). Your agreement with PayrNet is listed here: PayrNet Terms and Conditions
3.3 Finadvant is subject to the Payment Services Regulations 2017.
4. Getting Started
4.1 Confirmation of successfully creating a Kapaga Account will be sent to the email address You provided on registration and through your Kapaga Account.
4.2 Once Your Kapaga Account is created, this will be active until the Kapaga Services are completed or the Terms are terminated by either party.
5.1 You must take all reasonable measures to ensure the security of Your personal data, as well as to prevent unauthorised use of Your Kapaga Account, including:
(i) logging out of the Client Portal when not in use;
(ii) keeping antivirus software up to date;
(iii) using a strong password;
(iv) regularly changing your password;
(v) not storing Your passwords in easily accessible places;
(vi) not disclosing or allowing use by others of your log-in or password
(vii) creating a separate email address for Kapaga correspondence.
5.2 In the event that You receive communication requesting that You provide personal data or other information relating to your access to the Client Portal after your Kapaga Account is activated, do not provide this information and immediately contact Kapaga’s customer support service via the Client Portal or at: firstname.lastname@example.org
(i) You must immediately notify the Kapaga customer support service by contacting us using any of the communication channels available.
(ii) You have reason to believe or suspect that Your personal data has become known to third parties; or
(iii) Your devices that You used to access Your Kapaga Account have been stolen, or lost.
5.3 Kapaga Transactions are processed automatically, so any third party gaining access to Your personal data or Kapaga Account may use this to conclude Kapaga Transactions without Your permission. Kapaga is not liable in any way if such transactions cause You any damage and shall not be liable for any costs or losses (whether direct or indirect) suffered by You in connection with such transactions.
6. restrictions of the use of your KApaga account
6.1 You must not use the Kapaga Services in the following circumstances:
(i) for any illegal purposes, including fraud, money laundering, sponsoring terrorist and other prohibited organizations. In the event that Kapaga reasonably believes that any Kapaga Transactions are being carried out in order to achieve such goals, Kapaga has the right to block such Kapaga Transaction. Kapaga will report any suspicious activity to the relevant law enforcement or regulatory authorities, providing them with all the necessary information, even where this relates to personal data;
(ii) in violation of any applicable Law;
(iii) to evade restrictions or obligations imposed by law or established by third parties;
(iv) in breach of any copyright, patent, trademark, trade secrets or any other intellectual property right or confidentiality obligations;
(v) where Your use contributes, or is likely to contribute, to the incitement of racial or religious hatred, intimidation, threats of any nature or other infringement of the rights of the individual;
(vi) for the purpose of debt collection;
(vii) for currency trading for speculative purposes;
(viii) where You are, or You are controlled or associated with, other entities or individuals who have participated in any of the prohibited activities specified in Appendix 2;
(ix) in violation of these Terms or any agreement with Kapaga;
(x) where Your use may lead to complaints, disputes, cancellations, chargebacks, fees, fines or other negative obligations to Kapaga on the part of third parties or on your part;
(xi) where You have a negative account balance;
(xii) where Your actions pose a threat to the Kapaga system’s performance, including deliberately creating a disproportionately large load on the Kapaga infrastructure; the spread of any viruses or other malicious computer programs that threaten the Kapaga system’s performance.
(xiii) any unauthorized monitoring or copying of any part of the Kapaga Client Portal;
(xiv) where Your actions result in, or may result in, reputational loss for Kapaga, or may cause negative consequences in the form of losses to suppliers, employees and / or supplying organizations;
(xv) for the creation of multiple accounts;
(xvi) where You have used personal data of other individuals;
(xvii) to harass Kapaga employees, agents or customers, including with the intention of persuading them to take illegal actions. Where Kapaga becomes aware of such behaviour, Kapaga will immediately report You to the police;
(xviii) where You have refused to provide any additional information reasonably requested by Kapaga; or
(xix) where You take any other actions, which may have substantially similar effect to those actions listed in this clause 6.1.
7. financial TRANSACTION RESTRICTIONS
7.1 Kapaga reserves the right to block or reject any Financial Transaction if it is deemed to be in violation with these or PayrNet’s terms of service or any applicable law. Kapaga shall not be liable to You for such restriction.
8. SUSPENSION OF Kapaga SERVICES
8.1 Kapaga reserves the right to change, suspend or terminate the operation of the Client Portal or the Kapaga Services at any time when deemed necessary by the circumstances, including but not limited to, where PayrNet changes, suspends or terminates its own services to You in accordance with the PayrNet Terms and Conditions, without prior notice and without any obligation to You, including where PayrNet suspends or terminates its service in accordance with its terms.
8.2 Kapaga shall not be in any way liable to You for such actions or inactions and shall not cover any damages or losses, which may occur owing to such actions or inactions of Kapaga or any third party.
8.3 Suspension or termination of one or more Findavant Services may mean that you are unable to access funds or otherwise use the Services. Please ensure that you have ready access to alternative funds or means of payment.
9. fundS received by you in error
9.1 In any event that qualifies for compensation or reimbursement (including any technical errors of Kapaga staff or technical failures in the Client Portal or Kapaga systems that caused or causes funds to be mistakenly credited to Your Kapaga Account, Kapaga is entitled to collect any such erroneously received amount. It can be withheld as a whole or partially, as a single or as a repetitive transaction – until the full amount of the erroneous transfer to the Kapaga Account is reimbursed. The withholding is carried out on any transaction, including in the following ways at the discretion of Kapaga:
(i) the required amount is withheld in whole or in part from the amount that You have transferred to Kapaga in any other Kapaga Transaction;
(ii) Kapaga will initiate a refund for a Kapaga Transaction that resulted in a negative balance in Your Kapaga Account or an erroneous receipt of funds into Your Kapaga Account;
(iii) Kapaga has the right to contact a debt collection agency, legal firms, or to take legal actions if no other means of obtaining a compensation is possible. At the same time, Kapaga reserves the right to charge all costs that would reasonably be incurred in connection with the above steps.
9.2 If the amount to be debited is in a currency other than the currency held in your Kapaga Account, the funds will be converted automatically at the current Exchange Rate. Kapaga is not required to notify You of the need for an exchange transaction.
10.1 Kapaga is not responsible where:
(i) Kapaga Transactions are made in error by You or caused by You. Kapaga will take all reasonable steps to return the funds relating to such Kapaga Transaction for an additional fee. Kapaga may also withhold the equivalent of fees charged by intermediary banks and / or the recipient’s bank for their assistance in the process of tracking and returning Your funds;
(ii) the recipient of Your Kapaga Transactions is a fraudster or a participant in other illegal actions, or other events occur that do not allow You to cancel your Kapaga Transactions, or complete it in the manner intended.
(iii) the actions or inactions of the recipient of Your funds have caused you any damages. Kapaga will provide You with full information about the time of the Kapaga Transaction when requested in writing by You;
(iv) there is a delay or failure to comply with any of its obligations under these Terms, where such delay or failure is caused by a Force Majeure Event;
(v) losses incurred by You as a result of obligations imposed on Kapaga by the Payment Service Rules 2017 or the Electronic Money Rules 2011, or by our obligations under the laws of any country in the European Union, England and Ireland;
(vi) the incorrect functioning or disruption of the Client Portal or Kapaga Services, delays or interruptions in the provision of the Kapaga Services, damage caused by the penetration of viruses or other malicious software, which occurred when accessing the Client Portal or the Kapaga Services has caused you any losses.
10.2 In the event of a transaction using Electronic Money (electronic money exchange or currency exchange), it is Your responsibility to make Yourself aware of any restrictions on Your liability in relation to unauthorized or incorrectly performed payment transactions set forth in the Payment Services Regulations 2017 do not apply for losses of this type.
10.3 You shall fully indemnify and keep Kapaga fully indemnified against all liabilities, claims, actions, proceedings, loss, damage, costs and expenses suffered or incurred by Kapaga, its affiliates, employees, contractors, agents and representatives in consequence or arising out of any breach or non-performance of all or any of the warranties, representations, obligations, undertakings or agreements on Your part contained in these Terms.
10.4 You acknowledge that subject to clause 10.6 of these Terms, Kapaga’s maximum aggregate liability to you under or in connection with these Terms, however arising, whether in contract, tort or otherwise shall not, in respect of each Contract Year exceed a sum equal to [the amount of the Fees paid or payable by You in respect of that Contract Year]
10.5 Subject to clause 10.7 of these Terms, neither party shall have any liability to the other whatsoever, whether such liability arises in: contract; tort (including negligence); breach of statutory duty; or otherwise for any:
- direct or indirect (a) loss of profits; (b) loss of business; (c) loss of contract; (d) depletion of goodwill or similar losses; (e) loss of revenue; (f) damage to or loss or data; or
- any special, exemplary, or indirect or consequential loss or damage,
even if that party has been advised of the possibility of such damages or losses arising.
10.6 Nothing in this Agreement shall limit or exclude liability for: personal injury or death caused directly by negligence; fraudulent misrepresentation or fraud or any other liability to the extent such liability may not be excluded or limited as a matter of law.
11. CUSTOMER SUPPORT AND COMPLAINTS
11.1 Kapaga is responsible for monitoring and improving the quality of the Kapaga Services. For constant communication with You, Kapaga has a dedicated customer support service. If You have any questions or problems of a technical nature, you need to contact our support service for the corresponding request by e-mail email@example.com, or by sending a request through the built-in service on the Client Portal. Your request will be considered as soon as possible and you will receive the answer to the email address registered with your Kapaga account, or through the built-in service on the Client Portal. To reduce the processing time for your request, Kapaga ask You to describe the problem that You have encountered as clearly and fully as possible and indicate Your current contact information.
11.2 In the event that You need a copy of these Terms or any documents listed in Appendix 4 of the 2017 Payment Services Rules, you can also send a corresponding request to Kapaga’s customer support. The requested documents will be sent to You as soon as possible.
11.3 If You have any complaints about Kapaga Services or any services from the employees of Kapaga, please send such a request to a special e-mail box at the following address: firstname.lastname@example.org. Kapaga will consider each complaint sent to this address in accordance with the approved grievance procedure. If You need to obtain a copy of this document, You must send a request to customer support.
11.4 Kapaga aims to consider all complaints within 15 to 35 working days (depending on the complexity of the situation). The persons authorized to prepare a response to your complaint may contact You for additional information if necessary. If the response to Your complaint does not satisfy Your requirements or expectations, you have the right to contact with the Financial Ombudsman Service. You can submit a complaint in writing to the Financial Ombudsman at the Financial Ombudsman Service (FOS), https://www.financial-ombudsman.org.uk/faqs; mailing address: Financial Ombudsman Service, Exchange Tower, London, E14 9SR or by phone at 0800 023 4567 (a free call if the call is made from a landline phone) or 0300 123 9123 (recommended for calls from a mobile number) or 44 20 7964 0500 (this number is recommended to be used by persons who are outside England and Ireland).
12.1 You are fully responsible for complying with all relevant tax legislation. Kapaga is not responsible for late or incomplete payment of taxes, incorrect submission of tax returns, or the correct calculation of the amount of tax payments. Nothing in these Terms should be construed as comments or advice from Kapaga on how to comply with your tax regime.
13. NOTICEs AND COMMUNICATIONS
13.1 Kapaga notifies you and you agree to receive correspondence in electronic form, which will be sent to your e-mail and / or to your Kapaga Account.
13.2 Any changes concerning the complaint services or rules, regulatory changes and other important information are published on the Website and sent out vie e-mail to the primary email address registered to your Kapaga account. Physical address dispatch of this information is not provided.
13.3 Kapaga is not responsible if You did not timely familiarize yourself with the changes that are essential for provision of the Kapaga Services.
13.4 In order to avoid disputes and possible losses, you are obliged to regularly review the Client Portal, as well as the e-mail address You gave for Kapaga correspondence.
13.5 You are also required to review your notifications and Kapaga Transaction history and immediately report any questions, obvious errors, or unauthorised transactions to Kapaga s support team at email@example.com.
13.6 Kapaga once again draws your attention to the fact that delay in contacting the support team may lead to the loss of funds, important rights or other losses, the risk of which lies entirely with You.
13.7 In case of changes in Your contact information, you are obliged to immediately inform Kapaga about it at firstname.lastname@example.org. You are solely responsible for keeping your personal information of your Account Profile up to date.
14. AMENDMENTS TO THESE TERMS
14.1 Kapaga will notify You of proposed unilateral amendments to these Terms on Kapaga’s part. Kapaga will notify You about upcoming changes to these Terms at least one month in advance. If You do not agree with the changes, You must inform Kapaga in writing before the changes come into force. If Kapaga does not receive such written notice from You, Kapaga will deem that You accept all amendments. If You notify us of your disagreement with the changes, this notice is considered a notice of termination of these Terms and these Terms will be considered terminated from the moment the amendments take effect.
14.2 The closure of Your Kapaga Account and the return of the balances of Fees will be made in accordance with the procedure set forth in clause 18. CLOSING AN ACCOUNT.
14.3 If the amendments are made in connection with the requirements of the law or in connection with the addition of a new service or the new functionalities, as well as in the event of a decrease in the Fees or other changes, which does not reduce your rights and does not increase your obligations, they take effect immediately. Kapaga doesn’t have any obligation to notify You of such changes.
15.1 The Fees for Kapaga Services are set out here
. You should always familiarize Yourself with them before making any Kapaga Transaction. We will notify You in advance of any changes to the Fees via e-mail. Kapaga strongly recommends that You keep track of the information coming to your e-mail address in a timely manner.
15.2 Kapaga will start to collect the monthly subscription Fees after You fulfil the requirements specified in clause 2.2, as well as after Kapaga’s internal verification of the accuracy of the information You provided.
15.3 Kapaga collects account opening and monthly maintenance fees from Your account balance in your Kapaga Account. The collection of these fees is made in pounds sterling. If Your Kapaga Account does not have enough funds in pounds sterling but there are funds in other currencies or electronic means of payment, Kapaga will carry out the exchange operation using the Exchange Rate.
15.4 Kapaga reserves the right to suspend Your access to the Kapaga Services in case of delay in payment of the Fees. The suspension of the Kapaga Services does not relieve You of the obligation to pay all sums owed to Kapaga.
16. NO WARRANTY
16.1 Kapaga does not guarantee that the Kapaga Services will run smoothly and without errors. Kapaga is not responsible for any interruptions in the Kapaga Services, including system failures or interruptions that may affect the receipt, processing, execution, completion or settlement of Kapaga Transactions.
16.2 Kapaga is not responsible for goods or services paid for using the Kapaga Services.
17. INTELLECTUAL PROPERTY
17.1 Kapaga’s Intellectual Property Rights belong directly to Kapaga or are licensed to Kapaga from their respective owners and licensors.
17.2 Kapaga expressly reserves all Intellectual Property Rights and Your use of the Client Portal and the Kapaga Services are subject to the following restrictions:
(i) You must not copy any Kapaga Intellectual Property Rights, except where such copying is incidental to normal use of the Client Portal or the Kapaga Services;
(ii) sub-licence or otherwise make available the Kapaga Intellectual Property Rights in whole or in part (including any object and source code), in any form to any person without Kapaga’s prior written consent;
(iii) remove any copyright or other proprietary notices contained in any materials provided by or belonging to Kapaga;
(iv) use any materials in any manner that may infringe any of Kapaga’s Intellectual Property Rights or the intellectual Property Rights of a third party;
(v) use any Kapaga materials in any way that might be illegal or breach these Terms;
(vi) reproduce, modify, edit, display, perform, publish, distribute, disseminate, broadcast, frame, communicate to the public or circulate to any third party or exploit the Kapaga Intellectual Property Rights, Client Portal and/or any Kapaga materials in any way for any commercial purpose, without Kapaga’s prior written consent;
(vii) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Kapaga Intellectual Property Rights or attempt to do any such thing; or
(viii) use the Kapaga Intellectual Property Rights or Kapaga materials in any way that is in contravention of any applicable law or regulation, or in any manner that will violate the privacy, publicity or personal rights of others or in any defamatory, obscene, threatening, abusive or hateful material, including without limitation using the Kapaga Intellectual Property Rights or any Kapaga materials in connection or association with any obscene, defamatory, illegal, pornographic material or in relation to products and services that relate to firearms, gambling, pharmaceuticals, pornography or tobacco or otherwise than in accordance with normal standards of decency.
17.3 Nothing in these Terms shall be used as permission to use the Kapaga Intellectual Property Rights in whole or in part without Kapaga s prior written consent.
17.4 Kapaga prohibits any actions that can be used to change any Kapaga Intellectual Property Rights in whole or in part, including digital rights, the means of protection are used by Kapaga for the security of the Client Portal. Any attempt to make changes will be considered an infringement of Kapaga Intellectual Property Rights. Responsibility for compensation of any kind damage arising as a result of such actions is entirely on You.
18.2 Kapaga keeps a record of all of Your personal data, as well as information about Your Kapaga Transactions. This information could be passed on to state bodies and financial institutions, if it will be necessary or required at law. Kapaga as well could use all this information for the purposes of internal audit, including to monitor compliance with these Terms.
18.3 When You provide Your mobile phone number in any possible way (filling out a questionnaire, filling out a profile in your Kapaga Account on the Client Portal, etc.), You automatically agree to receive information messages related to our business relationship that have arisen as a result of signing these Terms in any available format, including sms, mms, voice messages, etc. We will not use the number for personal or marketing purposes.
18.4 Kapaga notifies You that any telephone conversations with employees of Kapaga may be recorded without prior notice to You. The recording of the conversation Kapaga performs, among other things, for the purpose of quality control of the services provided to You, for conducting internal audits, for staff training, as well as in order to ensure its interests in case of disputes. At the same time, Kapaga notifies You that our company does not permanently record all company calls. This procedure is carried out selectively and is carried out on an ad hoc basis. Thus, Kapaga cannot provide You with any specific telephone conversation recording at Your request. Kapaga also notifies You about the limited storage period of phone call records and cannot guarantee You that they will be saved or restored after the expiration of the storage period for such records.
18.5 You agree that Kapaga uses information You have provided and information about Your Kapaga Transactions for statistical research and analytical reports. Information about You as a Kapaga client can also be used as an advertisement for our Kapaga Services. You agree that Kapaga may share Your information to our partners – agents, distributors, suppliers. In addition, Kapaga informs You about the possible review of Your Kapaga Accounts in order to improve the operation of the Kapaga Services and technical improvement of Kapaga’s information resources.
18.6 Kapaga informs You that Kapaga also accumulates information about how You and other customers use the Kapaga Services, including the type of service requested, the date and time the service was provided, the amount charged and other related transaction details.
18.7 By signing these Terms, You agree to all actions with your data and personal information described in this clause, except where prior written consent is required.
19.1 You warrant and undertake that you will respect and preserve the confidentiality of all Confidential Information.
19.2 You will not without Kapaga’s express prior written consent, communicate or make available the Confidential Information to any third party and/or use the Confidential Information for any purpose, other than strictly as necessary for the performance of your obligations under these Terms.
19.3 At our request, you will immediately return all physical materials containing any Confidential Information in your power, possession or control and so far as is practical, delete all copies from any electronic store, disc or memory.
19.4 You acknowledge and agree that if the terms of this clause 19 are breached, damages would not be an adequate remedy and equitable remedies (such as specific performance or an injunction) would be appropriate.
19.5 You may disclose Confidential Information which would otherwise be subject to this Clause 19, only to the extent that you can demonstrate that:
(i) such disclosure is required by law or by any securities exchange or regulatory or governmental body having jurisdiction over it wherever situated and whether or not the requirement has the force of law, provided that any such disclosure shall not be made without prior notice to the party from whom the Confidential Information was obtained;
(ii) the Confidential Information was lawfully in your possession prior to its disclosure (as evidenced by written records) and had not been obtained from us and
(iii) the Confidential Information has come into the public domain other than as a result of your breach of your obligations under this Agreement.
19.6 The restrictions contained in this clause 19 shall survive the termination or expiry of these Terms.
20. CLOSING YOUR Kapaga ACCOUNT
20.1 Your Kapaga Account may be closed due to termination of the Terms, as provided in clause 21.
20.2 After the closure of Your Kapaga Account, Your personal data and information about Your Kapaga Transactions will be retained for six years. By accepting these Terms, You consent to the storage period for your personal data and account information for this period.
20.3 If there is a balance on Your Kapaga Account at the time of closing, You agree to withdraw Your funds within a reasonable time, during which Your Kapaga Account will be used for the purpose of withdrawing the balance only. After the closing of your Kapaga Account, You cannot access the rest of Your Kapaga Account but You can withdraw any remaining funds within six years from the account closure. To do this, You will have to contact Kapaga’s support service at email@example.com The remaining funds will be transferred to the account specified by You in writing, which must in the company name and with a recognised institution.
20.4 At the same time, any fees or charges applicable to Kapaga for carrying out the services in clause 20.3 will be deducted from the amount due to be returned to You. An account closure fee of £100 will be applied. If you do not transfer the remaining funds within two weeks after we inform you about the account closure, Your Kapaga account will be charged a monthly fee of £60 for each following month of keeping your remaining balance in the account. We will send you reminding emails every month.
20.5 You may not close your Kapaga Account to evade an investigation. If you attempt to close your Kapaga Account while Kapaga is conducting an investigation, it may freeze the Kapaga Account.
20.6 You will remain liable for any obligations related to your Kapaga Account, even after it is closed.
21.1 Kapaga may terminate these Terms at any time by giving You one month's written notice. Notification will be sent to You in writing through the Client Portal and / or to your e-mail. The notification is considered delivered from the day it is sent by the specified method. In this case, Kapaga is not obliged to notify You of the reasons for the termination of the Terms.
21.2 You may terminate these Terms at any time by giving Kapaga two months’ written notice. Notification must be sent in writing through the Client Portal and to firstname.lastname@example.org. The notification is considered delivered from the day it is sent. Kapaga does not require You to indicate the reason for the unilateral termination of the Terms.
21.3 These Terms may be terminated by either party immediately in the following cases:
(i) the other party has committed a material breach of any provision of these Terms which is irremediable (or, if such breach is remediable, the other party fails to remedy that breach within 15 working days after receiving written notification of such breach);
(ii) the other party repeatedly violates any provision of these Terms;
(iii) the other party suffers an Insolvency Event;
(iv) the state of one of the parties has adopted a law or an amendment to the existing law, the content of which prohibits any of the parties from carrying out the types of activity covered under these Terms in full or in part, or other authorized bodies have adopted or amended the existing regulatory and administrative documents, as a result of which further interaction of the parties without violation of such regulatory and administrative documents becomes impossible.
21.4 These Terms may be terminated by Kapaga immediately in the following cases:
(i) the information You provide cannot be verified and confirmed in the prescribed manner;
(ii) co-operation with You causes reputational or other damage to Kapaga, or adversely affects the operation of Kapaga’s software, other technical functionality that Kapaga uses in its activities;
(iii) You do not take reasonable and timely measures to eliminate the violations committed within the time frame established for this;
(iv) You repeatedly allow a negative account balance (more than once);
(v) Kapaga is no longer able to serve You due to the actions / inaction of a third party or for technical reasons;
(vi) PayrNet terminates its agreement with You under the PayrNet Terms and Conditions.
21.5 Kapaga also has the right to partially terminate or suspend the provision of one or more Kapaga Services, if You breach these Terms. In the event of a partial termination or suspension of the provision of Kapaga Services to You, Your e-mail address will be sent the information with an indication of the time when You must remedy this breach.
21.6 In the event of termination due to a violation of the law, information on the revealed facts of violation of the law will be transferred in the appropriate regulatory body and / or state department or to law enforcement agencies.
21.7 Termination of these Terms for any reason means the closure of any of Your Kapaga Accounts. The procedure for returning the balances on Your account/accounts will be carried out in accordance with the provisions of clause 20.
21.8 Termination or expiry of these Terms shall not affect:
(i) the rights or liabilities of either party accrues prior to and including the date of termination or expiry and or
(ii) the continued existence and validity of the rights and liabilities of the parties under those clauses that are expressed to (or by implication are intended to) survive termination or expiry.
22. governing law and jurisdiction
22.1 In the event that disagreements arise between the parties, the parties will first seek to resolve them through good faith negotiations.
22.2 If the negotiations do not resolve the dispute within 28 days, the parties have the right to go to court.
22.3 Subject to clauses 22.1 and 22.2, the parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement.
22.4 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
23.1 If any provision of the Terms is recognized as invalid, such provision is excluded from the Terms, while the Terms themselves do not lose their legal force.
23.2 These Terms are bilateral and are not intended to provide services to third parties, nor can they impose any obligations on third parties.
23.3 You cannot transfer, assign or sell the rights, received by You in accordance with these Terms to third parties.
23.4 In case of receipt of executive documents (judicial or tax) at the address of Kapaga, Kapaga will take off funds requested in such documents in an indisputable manner. Kapaga will send You messages about such take off to Your e-mail and / in Your personal account on the client’s box.
23.5 Kapaga independently determines the order of work of the Client Portal. Kapaga has the right, at its discretion, to change the Client Portal appearance, to carry out periodic modernization, rebranding and other procedures that it deems necessary.
23.6 Kapaga has the right to suspend the operation of the Client Portal for a reasonable period, in case of need for technical work. Messages about such works will be published on the Website, personal mailing about this are not provided.
23.7 Kapaga notifies You that it does not provide consulting services, does not issue any recommendations, does not assess Your activities or Kapaga’s services in relation to Your activities. The statistical and / or analytical information that Kapaga publishes on the Client Portal is not a recommendation or guide for building Your business models. These articles are for informational purposes only. Kapaga is not responsible for the use of this kind of information in Your activities.
23.8 Kapaga does not bear any responsibility and does not give advice on the choice of services to achieve Your goals. You must independently assess the feasibility of performing this or that action when using Kapaga Services.
23.9 Kapaga also does not bear any responsibility for fluctuations in currency exchange rates. You have to make a choice of currencies for storing Your funds or making transactions and You accept this responsibility Yourself.
23.10 Any amends or supplements to these Terms are considered incorporated within them.
24. CLIENT PORTAL AND ACCOUNT PROFILE
24.1 The Client Portal is designed so that our clients can independently use the Kapaga Services with maximum convenience, efficiency and security.
24.2 The Client Portal consists of user business accounts. After activating Your Kapaga Account, all your personal data will be available in Your Account Profile. Changes to the information we hold on You will also be made through Your Account Profile, after You provide documents confirming the changes that have occurred. Also, Your Account Profile will set out detailed information about your Kapaga Transactions. On Your Account Profile there is a functionality that allows you to make all Kapaga Transactions to which you have access to.
24.3 Kapaga has the right to restrict, suspend and even close your access to your Account Profile in the cases specified in clause 21 of the Terms, as updated from time to time.
24.4 Kapaga once again recalls the need to support up-to-date information. If Kapaga has reasonable suspicions that Your information is not accurate, Kapaga may request additional information and / or make for a second check. Kapaga is not liable for any losses incurred due to Your late update or inaccurate update of information.
25. KAPAGA SERVICES
25.1 Kapaga provides the following services for working with Electronic Money:
(i) exchange of Electronic Money;
(ii) bank transfer of Electronic Money;
(iii) receiving Electronic Money to your Kapaga Account and
(iv) redemption of Electronic Money.
25.2 Exchange of Electronic Money is the use of one electronic currency to purchase another electronic currency. The Exchange Rate is used for exchange calculations. The currencies of Electronic Money that You purchase and store in Your Kapaga Account are limited to the list of currencies presented on the Client Portal. The list of available currencies is subject to change. Kapaga is under no obligation to notify You of such changes. You must check this list regularly on the Client Portal. The Exchange Rate will depend on the amount of Electronic Money You want to use for purchases and the amount of Electronic Money You want to buy. The total cost of the transaction will be shown to You after completing all the required information. After You have read all the information, you need to confirm the transaction, for this You must click the “exchange” button. Kapaga strongly recommends that you carefully read the information about the general cost of the transaction before you confirm it. Kapaga is not responsible if You incur losses or do not get the expected result, as a result of not reading all relevant information before the transaction. For the information about the cost of the Electronic Money exchange transaction, please refer to the Fees clause and this page
25.3 Electronic Money bank transfer is the process of transferring money from Your Kapaga Account to a Counterparty’s account, with or without a simultaneous conversion. A request for a bank transfer of Electronic Money is made through Your Kapaga Account. You are solely responsible for the correctness of the details that You must indicate. Kapaga recommends that You carefully check all the details before clicking on the confirmation of the transaction. Any mistake in these details means that Your transfer will not take place or will be delayed. Kapaga is not responsible for any losses incurred by You due to incorrect input of the details necessary for the transfer. In addition, Kapaga strongly recommends that you familiarize Yourself with the information about the cost of the scheduled transaction, which will also be indicated in Your Kapaga Account after entering all the necessary data for the transaction You have chosen. In the process of making a transfer You will also need to confirm the entered data sent to your mobile phone by the Kapaga two-factor authentication system. Electronic Money bank transfer can be with a simultaneous conversion or not, depending on whether the types of your currency and the currency that your counterpart has to receive. If it is necessary to perform an exchange operation to complete a transaction, the exchange will be carried out at the Exchange Rate. You need to familiarize Yourself with the cost of such a transaction, taking into account the payment for the exchange and only after this, You can confirm Your transaction. Kapaga notifies You that it is not possible to revoke an Electronic Money transfer transaction after it has been confirmed. After the completion of the transaction, all the initial data on it will be reflected in Your Kapaga Account in the “transaction history” section.
25.4 If Electronic Money was not credited to the account You specified for any reason and was returned to Kapaga, it will be converted into the Electronic Money currency from which it was originally withdrawn. In this case, due to exchange rate differences, the amount of money that will be credited to Your Kapaga Account may differ from the original amount both upwards and downwards. Kapaga is not responsible and is not obliged to compensate for any types of losses that You may have in such cases. For the information about the cost of the Electronic Money transfer transaction, please refer to the Fees clause of these Terms.
25.5 Funding an Electronic Money account is a procedure for increasing the amount of Electronic Money stored in Your Kapaga Account, by bank transfer from Your Kapaga Account or from a third party account. Kapaga has the right to set a limit on the amount of funds that can be transferred to Your Kapaga Account at one time. Kapaga also has the right to set a limit on the total amount that can be held in Your Kapaga Account. To lift this restriction, You must provide us with any additional information we request.
25.6 For all successful transactions, Kapaga provides virtual receipts and they will be reflected in your personal account in the “Transaction History” clause.