USER TERMS & CONDITIONS
This Agreement is entered by and between the User and [email protected] PLC, an Electronic Money Institution, incorporated under the law of Malta, with Company registration number C55558, whose registered office is at Regent House, 4/45 – Bisazza Street – Sliema SLM1640 Malta, duly licensed by Malta Financial Service Authority to issue Electronic-Money by virtue of Directive 2009-110 EC and payment services in accordance with the Financial Institution Act with passporting in EEA Members States (hereinafter “[email protected]”).
This Agreement can be executed in a written form at the physical presence of the Parties or by signing up to use an account through at http://www.meinturbo.com, http://banking.emworld.eu, or any of [email protected] ‘s associated websites or Mobile Applications (collectively the “Sites”), using the term “signature” to refer both to the handwritten signature when executed in the physical presence and an acceptance when performed via Sites. If the execution takes place in the physical presence of the Parties the handwritten signature of the holder is required in the space provided in the document. If the Agreement is executed remotely, acceptance of this Agreement shall be equivalent to the handwritten signature of the contracting party.
1.1 The following terms when used in this Agreement or any Schedule referred to herein shall have the following meanings.
ATM means an automatic teller machine from where cash can be withdrawn when the User uses Cards.
Authorized person means a person, appointed, empowered and authorized, through specimen signatures, by the account holder (i) to dispose the Funds held into the Account; or (ii) to exercise passive access rights (eg. view transactions, balance, statements).
Business Days means any day other than Saturday or a Sunday or a public or bank holiday in Malta.
Card means a prepaid e-Money payment card issued by [email protected] and associated to the Account. It is not a credit card but a card with access to a prepaid amount of e-Money, available in the User’s e-Wallet, which is accessible through the Account.
Card Pin means (i) the password sent by [email protected] upon User’s Card activation or upon User’s request, in case of its loss; (ii) for Card use at ATM or Point of Sale.
Chargeback means an amount representing the value of a transaction which the card issuer seeks reimbursement in accordance with the Mastercard/VISA Rules.
E-money means the monetary value stored and associated with Cards and the Account which represent the amount of electronic money from time to time held by User and represented by an equivalent amount of electronic money held by [email protected] on User’s behalf.
E-Wallet means the electronic purse holding electronic money issued by [email protected] for each account holder in the EU Currency.
Funds means an amount of e-money expressed in the lawful currency of the EURO held by [email protected] in the E-Wallet, spendable transferable trough the financial tools made available by [email protected] or via the associated Cards.
Inter Account Transaction means any transfer of Funds between User own Accounts held with [email protected]
Intellectual Propriety Rights means patents, trademark, service mark, trade names, registered and unregistered design, trade or business name, patents, copyright (including copyright in source code, object code, developer tools, data, materials, content and printed and electronic specifications, integrations guides, procedures manuals and related documentation) design rights, service marks, trade secrets, know-how, business names, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the rightto sue for and recover damages for past infringements.
Merchant means a retailer or any other person, firm or corporation that accepts Cards or other methods of e-money payments as contemplated in this Agreement.
m-turbo APp means the application connected to an E-wallet based payment service through which an account holder can send Funds to a recipient using a mobile number as the recipient’s identifier.
OTP Code means a random numerical code generated by [email protected] sent to User by SMS for login authentication and for each single transaction authentication.
Person means any individual, a body corporate, an association, a partnership, limited liability company, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity of any nature whatsoever.
PIN means Personal Identification Number, the password selected by the User upon registration which shall be used to gain access to own’s Account.
Point of sale means a website acceptance module , mobile phone application or other software or hardware system that the Merchant uses to receive payment for goods and services sold to a customers or business partner.
Regulatory Requirement means any law, statute, regulation, order, judgement, decision, recommendation rules, policy or guidelines passed or issued by parliament, government, competent court or authority.
Security code meansthe three (3) digit code printed on the reverse of the Cards, usually referred as CVV number.
Services means any service provided by [email protected] under this Agreement.
Successor means a person who is legally authorized to access Funds in the User’s Account in the event of death.
User means the authorized Cardholder/Account holder subscribing to this Agreement.
User ID means the unique code assigned by [email protected], to identify an Account.
Working Day meansa day on which [email protected] operates, usually Monday through Friday.
1.2 Headings are for convenienceand shall not affectthe construction or interpretation of this Agreement.
1.3 Unless otherwise agreed, the singular shall include the plural and vice versa; words importing the masculine gender includes the feminine and neuter and vice versa.
1.4 The English version of this Agreement is legally binding and prevail over any translation. An automatic translation of this document in other languages is available on Sites.
ARTICLE 2: [email protected] SERVICES
This Agreement contains the terms for the provision of Services as described herein.
2.1 Account- The Electronic Money shall be stored in the Account (which is not a current Account) and shall be accessible through the User’s e-Wallet and shall be denominated in Euro.
2.1.1 Via the Account, the holder and Authorized Person may perform all type of payment service which enable the User to:
(i) execute or receive payment
(ii) load Funds into E-Wallet by using one of the payment methods available on the Sites, such as wire transfer
(iii) execute an account to account transactions
(iv) execute an Inter Accounts Transaction; (v) withdraw Funds from e-Wallet to withdrawal mechanisms provided by [email protected] including, but not limited to, wire transfers
(vi) redeem all or part of any E-Money held in the E-Wallet at any time by selecting the relevant option in the Site and following the instructions;
(vii) withdraw cash from ATMs.
2.1.2 The money loaded into the Account shall in no circumstance gain any interest, and the User shall not be awarded any benefits whatsoever in respect of the duration of time that the e-Money is held in the Account.
2.1.3 The Account shall be (i) a rechargeable Account which may be topped-up with additional Funds throughout the duration of this Agreement (ii) non-rechargeable Account which is topped only-up on purchase and which expires upon depletion of the e-Money.
2.1.4 The account balance must be in credit in favor of the holder. For this reason [email protected] may reject, discharge or delay any withdrawal by the Holder if there is insufficient balance to allow it.
2.2 Payment orders- For a correct execution of a payment order the holder must supply the unique identifier as (i) the International Beneficiary Account Number; (ii) the BIC / SWIFT of the Bank which appear on the statement of the Account (iii) the Account Name; (iv) the amount of the transaction.
2.2.1 The time of a receipt of a payment order shall be when it is received by [email protected] If it is not a Business Day for the [email protected] or is received outside the established timetable, payment order will be considered received the following day for the purposes of calculating the maximum period in which it must be credited to the payment service provider’s account of the beneficiary.
2.2.2 For payment operation to the payment account in euros, when both providers are located within the European Union, the maximum execution time for [email protected] will be:
a) in operation initiated by the holders, the Business Day following the date considered the date of receipt.
b) for credit operation addressed to the holder of the account as beneficiaries: immediately after having received the Funds for the payment operations sent by the Bank of the ordering party.
2.2.3 For payment operations denominated in a currency other than EURO, the exchange rate is set up by applying an index of +/- 3 % to the exchange rate of Reuters (forex) compared with the respective currency.
2.2.4 When the payment order is executed in accordance with the unique identifier, it will be considered corrected executed in relation to the beneficiary specified in the identifier. If the beneficiary’s unique identifier supplied by the holder is incorrect, [email protected] will not be liable for the non-execution or improper execution of the payment order. However, [email protected] shall make reasonable effort to recoup the Funds of the payment operation and may charge the holder any expenses caused.
2.3 Cards – This Agreement shall be applicable to the Cards associated to the Account and requested by the User. The Cards are personal and not transferable and shall always be issued in the name of a natural person who shall be responsible for the proper use of the Cards in accordance with this Agreement. The Cards are used to acquire service and goods at establishments belonging to VISA/Mastercard system, respectively. The Cards can be used to withdrawal cash at the Point of Sales and ATMs, up to the current applicable limits and upon payment of the Fees as per the Schedule 3 of this Agreement.
2.3.1 The Card has a limited validity period which is embossed on the same, provided it has not been annulled. [email protected] may periodically renew its use by providing a new Card. The User is obliged to sign the back of the Card on receipt.
2.3.2 Operations performed with the Cards shall be debited to the associated Account, from which the fees, the interest and expenses caused by said operation may be debited in accordance with the tariffs established for each operation.
2.3.3 The holder shall be responsible for the safekeeping of the card and for any consequences arising from its use, which must be strictly personal. The holder may not revoke an order issued with the Card. In the event of theft, loss, forgery, deterioration, compromise by any method (magnetic stripe copying, copying of identification data displayed on the card etc.) the User is under the obligation to inform [email protected] without delay, by calling its registered telephone number and confirming such by registered letter within three days together with an attached police report.
2.3.4 The holder shall be responsible for the withdrawals, operations and purchase made when the Security Code is known by third party.
2.4 E-CHEQUES– [email protected] shall issue an e-Cheque, signed by the payer and endorsed by the payee. The payee deposits the e-Cheque, receives credit, and the payee’s bank clears the e-Cheque to the paying bank. The paying bank validates the e-Cheque and then charges the Cheque issuer’s Account.
2.5 Additional Services- In addition of the above, [email protected] provides the User with the following services (i) verification of the available balance on the Account; (ii) list of all payment transactions on the Account; (iii) getting information about Account or other payment services; and (iv) setting/removing specimen signatures for Authorized Persons.
3.1 The User shall open and maintain an Account by registering as a User on the [email protected]’s Sites. By signing this Agreement, the User is granted access into the safety electronic area of [email protected] without further delay. [email protected] is obliged to give all safety accesses/passwords, including a special identifier, unique to the User. The access information may be used by the User after fulfills the safety requirements when logging into Account, making payments and using other payment services provided by [email protected] In case of the User entering the wrong password in [email protected] several times, the Account in [email protected] shall be blocked. Only the User is eligible to sublimit a request to unblock the Account in after careful verification by [email protected] that there was no misuse of the security.
3.2 The User undertakes to report any defects occurring at the execution of payments, or in relation to the M- TURBO APP, including any outages via ticket through the internal secure message system available in the HELPDESK section of the Sites. These defects do not qualify for damage compensation and Parties undertake to promptly inform the other Party about possible causes, solutions and actions taken.
3.3 Upon commencement of this Agreement and at any time thereafter for purpose of complying with Regulatory Requirements, the User shall provide [email protected] with such information as [email protected] may request, including copies of financial information and other information on the business of the User including bank and/or trade references.
3.4 User shall use the Services in accordance with this Agreement and any other instructions or guidelines issued by [email protected] from time to time, which include, inter alia, that the User is obliged to (i) maintain the Account at a minimum balance of € 250,00 (two hundred fifty euro); (ii) to monitor frequently and regularly his personal messaging box; (iii) to monitor the custody and correct use of the Card; (iv) use the PIN code so as to avoid being seen by other parties.
3.5 The User hereby authorizes and consent [email protected] obtaining credit and financial information relating to the User from any third Parties and to undertake credit and financial reviews on the User at its sole discretion.
3.6 The User shall inform [email protected] in writing (by using the same format and checklist as the one used originally ahead of opening the Account) of any changes to personal data which might have adverse impact on [email protected]’s compliance with applicable law or any of its Regulatory Requirement or the User’s credit and/or financial standing, within 10 (ten) days prior to the changes coming into effect and in any event prior to taking or making payments related to the changes. The User shall indemnify [email protected] against all losses arising out of the User’s failure to notify [email protected] of any such changes that are relevant for compliance with Regulatory Requirement applicable to the User.
3.7 [email protected] reserve the right to adopt all standard and security measure it deems fit to guarantee the proper use of the Services (i.e. OTP code, PIN) for fraud prevention and may obtain and add to its files any of the connection data, including the IP address from which access to the internet Is gained together with the value of the cookies associated with the equipment and to process these data for the creation of browsing and access profile so as to monitor the operations and those taking part in same as per the Schedule n. 2 of this Agreement. The User authorizes [email protected] not to execute orders received when the identification is incorrect and [email protected] has reasonable doubt about the identity of the person issuing such orders. The User shall notify [email protected] of the names of the Authorized Person to use the Account.
3.8 [email protected] reserves the right to suspend, at any time and its sole discretion, for up to 7 days, the Account (or certain functionality thereof such as uploading, receiving, sending and/or withdrawing Funds), inter alia:
(i) where [email protected] believes it is necessary or desirable to protect the security of the Account;
(ii) if any transactions deems to be made in breach of this Agreement or the security requirement of the Account;
(ii) suspicious, unauthorized or fraudulent including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities;
(iii) if [email protected] is notified of adverse regulatory action or sanctioning procedure taken or reasonably expected to be taken against the User;
(iv) [email protected] receives evidence creating a reasonable suspicion that one or more of the User’s activities violates applicable law or this Agreement;
(vii) if [email protected] considers that the level of Chargebacks are unreasonable;
(viii) where it is required under relevant laws and regulation and for Compliance reason.
3.9 [email protected] shall make reasonable efforts to inform the User of any such suspension or if this is not practicable, immediately afterwards and give its reason for such suspension, unless informing the User would compromise security measures or it is otherwise prohibited by law or Regulatory Requirement.
3.11 Notwithstanding clause 3.8, in case of suspected unauthorized or fraudulent use of the security features, [email protected] reserves the right to freeze the Funds originated from the User transactions, at its sole discretion, on the grounds of fraudulent activity suspicion. If the fraudulent activity is identified, [email protected] reserves the right to keep the Funds as a security against any charges that may arise in relation to the above.
3.12 The User acknowledge and agree that [email protected] operates solely as a payment provider and (i) [email protected] under no circumstances operates as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, broker, agent, Merchant (ii) [email protected] does not ensure the quality, safety and legality of any Merchant Product/Service; (iii) [email protected] is not a credit institution.
4.1 The Fees payable by the User for the [email protected] Services are set out in the Schedule 3 of this Agreement and are available on Sites. Unless otherwise indicated, fees shall be deemed to be quoted in Euro and exclusive of VAT.
4.2 [email protected] reserves the right to withhold up to a maximum of 2.5% on all operations other than bank wire.
4.3 [email protected] reserves the right to apply to a maximum of 4% of negative interest rate on Account. This does not mean that [email protected] will automatically apply a negative interest rate but [email protected] could change the interest rate, in order to respond proportionately to a change in the European Central Bank base rate or any other publicly listed market rate or to respond proportionately to changes in the interest rates charged by other banks and financial institutions on Account.
4.4 User authorize [email protected] to debit all fees due from the Account balance.
4.5 In order to reduce risk and to increase the safety of the Account, [email protected] may set management limits of the Account. The standard limits associated with an Account can be found in the ‘payment tools’ section of the Sites.
4.6 It is the User ‘s responsibility to determine which, if any taxes apply to the payment received and to report and remit the correct tax to the tax authorities. [email protected] is not obliged to determine whether taxes apply, and it is not responsible to collect, report or remit any taxes arising from any transaction.
4.7 As specified in the Schedule 3, € 25,00 (twenty-five euro) will be charged for “manual intervention”, those operations which require the intervention of an operator, included the cancellation/transfers of payments and corrections. [email protected] reserves the right to apply a ”Manual Monitoring Fee” up to maximum of 0.5% of the transacted amount.
4.8 [email protected] may amend the Fees and Limits set out in Schedule 3, by giving a notice as per the article 5 of this Agreement.
5.1 This Agreement is subject to changes. Unless otherwise agreed changes may be made (i) by posting notice on [email protected]’s Sites with a link to the amendment agreement; (ii) by change notice, given by a sent via internal message or e-mail associated to the Account.
5.2 The proposed changed shall come into effect automatically, unless the User gives written notice to [email protected] that objects to the proposed changes within 15 days from the change notice receipt. If no objection notice is received by [email protected] within the stipulated time frame, the User is deemed to have accepted this change.
5.3 User has the right to terminate this Agreement with immediate effect at any time and without changes after receiving a change notice and before any change stipulated in the changes notice becomes effective.
5.4 Unless the Parties agree otherwise, a User’s objection notice shall be deemed to constitute a notice to terminate this Agreement with the termination effective immediately before the date on which the proposed change would otherwise come into effect under clause 5.2.
6.1 Each Party warrant and represent to the other Party that: (i) it has and will maintain all required rights, powers and authorization to sign and enter into this Agreement and to fulfill its obligation hereunder; (ii) it will perform its obligation with reasonable diligence and care; (iii) it owns the intellectual property licensed to the counterparty and it has the right to sublicense it; (iv) it has in place and will maintain adequate facilities to comply with its data protection and confidentiality obligation hereunder.
6.2 In connection with the transactions contemplated by this Agreement, the User hereby represents and warrants to [email protected] as follows: (i) he/she is not receiving Funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the User is not sending or receiving Funds to or from an illegal source; (ii) the Authorized Person conform to the User obligation pursuant to this Agreement and that the User shall comply with reasonable instruction from [email protected] in order to enable [email protected] with its legal, contractual and regulatory obligation and regulatory obligation with respect to control over the Account; (iii) that information about cards, including the card number, expiry date and card Security Code will be transferred only in encrypted form; (iv) does not receive payments as consideration for the delivery of drugs, illegal downloads, illegal gambling or for any other services the offering of provision of which is illegal under applicable law; (v) does not process any payment through the Services of [email protected] in contravention of the above provision.
6.3 Without prejudice to the audit rights under this Agreement, the User grants [email protected] the right to access and audit the Account for the purpose of conducting manual verification in order to confirm User’s compliance with its obligations as per the section 6.2 hereto.
6.4 The User shall indemnify [email protected] and its directors, officers, employees, shareholders, agents and representatives against any loss arising out or in connection with the User’s breach of provision 6.2 to 6.3 (inclusive) above and/or claim, loss, liability, costs expenses or damages (including reasonable legal fees incurred by reason of any claim, demand, lawsuit, action by a third party).
6.5 Neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential loss or damages of any kind including punitive or exemplary damages or for any loss of profit, goodwill, reputation, chances, revenue, third party loss whether foreseeable or otherwise.
6.6 Nothing in this Agreement shall operate to exclude or restrict a party’s liability (i) for fraud or fraudulent misrepresentation; (ii) for death or personal injury due to negligence; (iii) for willful and malicious misconduct; (v) for damages to real or tangible personal property; (vi) for a breach of clause 8; (vii) to the extend that such exclusion or restriction is prohibited under applicable law.
6.7 [email protected] shall not be liable for a potential economic loss, delay or inadequate performance arising from the execution of this Agreement if :
(i) a hardware, software or internet connection is not functioning properly;
(ii) any suspension or refusal to accept payments which [email protected] reasonably believes to be made fraudulently or without proper authorization;
(iii) the payment instructions received contain incorrect or improperly information;
(iv) force majeure (i.e. acts of God, power outages, fire, flood, theft, equipment breakdowns, system failure, downtime’s website, various forms of civil unrest, terrorist attack, hacker attack, interruption, slowdown or failure of electricity supply, interruption, embargoes, strikes, power failure or disruption of Computer operations) preventing the proper performance despite any precautions taken by [email protected];
(iv) for any loss occurring as a result to keep the User’s password secure.
7.1 For the duration and strictly for the purpose of this Agreement, [email protected] grant the User a non-exclusive, worldwide, royalty free, non-transferable license to use a software that allows the use of the Services via internet and mobile phone.
7.2 Except as expressly stated above, this Agreement does not grant or transfer nor be deemed to grant or transfer to the User any right, title, interest in any logos, trademarks, tradename or other intellectual properties licensed to that party by [email protected] All Intellectual Property Right in the M-TURBO APP shall remain the property of [email protected] and nothing in this Agreement shall transfer ownership of any such right to the User.
7.4 User acknowledge that it is prohibited from any use, reproduction, reverse engineering, modification or distribution of any proprietary information that is not expressly authorized in this Agreement.
ARTICLE 8: CONFIDENTIALITY AND DATA PROTECTION
8.1 The User understands that all information contained herein, and provided in connection herewith, at the fulfillment of payment services is confidential and non-public and agrees that it will use best efforts to maintain the confidentiality of all such information and all other non-public information which has been or shall be furnished to it or any of its advisers or representatives under this Agreement, including without limitation any reports delivered and any other non-public information about [email protected], in accordance with its customary and appropriate procedures with respect to confidential information of similar importance, and agrees that any such information shall neither be used by it to its personal benefit nor, without the prior written consent of [email protected], disclosed to any third party for any reason (other than any prospective transferee or assignee provided such Person agrees to be bound by the terms of this section), any regulatory body (governmental, self-regulatory or otherwise) having or asserting jurisdiction over [email protected] and such of its directors, advisers, employees, outside counsel, independent accountants or representatives as need to or customarily have access to such information and that it will use its best efforts to cause its directors, advisers, employees, outside counsel, independent accountants and representatives to observe the confidentiality requirements provided herein). Provided that the foregoing obligation shall not apply to any such information which;
(i) is part of the public knowledge and readily accessible at the date hereof,
(ii) becomes part of the public knowledge and readily accessible by publication (except as a result of a breach of this provision),
(iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements) or
(iv) subject to the use of reasonable efforts to preserve confidentiality in connection with disclosure (including and giving [email protected] the opportunity to intervene and challenge any such requirement), is disclosed as may be required in response to any summons or subpoena or in connection with litigation (to enforce rights or otherwise) or otherwise as required by law.
8.2 [email protected] grants the User online access to the current balance in the Account, the list of all payment transactions. After each payment transaction of the User, [email protected] shall make available all the data enabling the identification of the payment transaction made on [email protected] to the User namely;
(i) the amount of the payment transaction to be debited from the payment account or to be credited to the Account;
(ii) identification data of the recipient or remitter;
(iii) the amount of all fees for the payment transaction;
(iv) the exchange rate used in the payment transaction by the Provider Payment Service of payer or payee and the amount of the payment transaction after the conversion;
(v) the reference date of the crediting or debiting of the amount of the payment transaction from the payment account or the date of acceptance of the bank order or the date of credit card transaction.
[email protected] is not obliged to provide such information separately for each payment transaction made, unless the User specifically requests it; in this case [email protected] provides the required information electronically, via ticket through the internal secure message system. [email protected] does not provide account statements in paper form or on a physical medium, except when the User requests so and pays the appropriate fee as per the Schedule 3. [email protected] will afford information, within the extent of this article 8.2, to a third party if this third party was granted Passive Access Rights in accordance with this Agreement.
8.3 The User is hereby informed that its own personal data and those related the Authorized Person supplied as a result of the execution of this Agreement are necessary for the execution, control and management of operations arising therefrom and [email protected], acting as Data Controller, is therefore entitled to process and record personal data in accordance with Maltese Data Protection Act as amended from time to time and GDPR, as per the Schedule N.2 of this Agreement. In the event that within the execution of this Agreement User inform [email protected] of personal data of third parties, [email protected] undertake to adopt for said data the necessary technical and organizational security measures to ensure the security of the data and prevent their alteration, processing or non-authorized access.
8.4 The User is hereby informed that [email protected] may record all telephone conversations and reserves the right to use such records in any dispute that may arise.
9.1 The term of this Agreement commences on the date hereof and shall continue until terminated by either Party at any time without reason upon 1 month notice in writing to the other party.
9.2 Notwithstanding the foregoing, [email protected] may terminate this Agreement with immediate effect
(i) upon the occurrence of a material breach of this Agreement by the User if such breach is not remedied within 5 business days after written notice is received by the User identifying the matter or circumstances constituting the material breach;
(ii) if the User violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority;
(iii) in the case that any declaration of the User stated in this Agreement proves untrue, incomplete or misleading or is no longer accurate or complete;
(iv) in the event of Account being inactive for a period of at least 2 months;
(v) in the occurrence of excessive Chargebacks and if User is being involved in any fraudulent or illegal activity;
(vi) death of User.
9.3 Upon termination of this Agreement, [email protected] shall:
(i) cancel any pending transaction;
(ii) deduct from the Account all fees and other amounts owing under this Agreement and transfer to the User by e-Cheque or wire transfer any remaining Funds in the Account.
9.4 Upon termination the User shall cease using and promptly return upon [email protected]’s request, destroy any and all confidential information belonging to [email protected] and cease using the [email protected] Services.
9.5 By the termination of this Agreement the Account is closed. The User or the Successor shall determine where the balances on the Account shall be transferred.
9.6 No liability or claim for damage or restitution shall arise as a result of the termination.
ARTICLE 10: MISCELLANEOUS PROVISION
10.1 The User may not assign, transfer or sublicense any or its right, obligation or duties, in whole or in part, under this Agreement to any Person without the prior written consent of [email protected] Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
10.2 The User may not outsource the performance of any of its obligation under this Agreement without the prior written consent of [email protected], such consent not to be unreasonably withheld.
10.3 The User and [email protected] are independent contractors under this Agreement and nothing herein will be construed to create a partnership, joint venture, or agency.
10.4 The User undertakes that it will not for the term of this Agreement and a period of 1 year thereafter on its own behalf or on behalf of any person directly or indirectly canvas, solicit or endeavor to entice away from [email protected] or an associated company any Person who has at any time during the term of this Agreement been employed or engaged by [email protected] or by an associated company.
10.5 The User is asked to send any notification and inquiry, via ticket through the internal secure messaging system and if requested so, by registered e-mail.
10.6 The parties agree to conduct all communication in relation to this Agreement in English. Where [email protected] sends or accepts communication in another language, this shall be for convenience.
10.7 The failure of a Party to enforce a provision of this Agreement shall not be deemed a waiver of any provision hereof and no such failure shall prevent such Party from enforcing a remedy as to any subsequent breach. If any provision hereof is adjudged to be unlawful or invalid that provision shall be deemed severed from this Agreement and shall not affect the enforceability of the remaining provision hereof.
10.8 If a part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then such part shall be severed from the remainder of the Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
10.9 This Agreement including all schedules referred to herein represents the entire agreement of the parties in relation to its subject matters.
10.10 The condition hereof shall govern the payment service relationship between the parties and shall survive even in the succession of [email protected] due to merger or acquisition operation.
10.11 This Agreement shall be governed by and construed in accordance with Maltese law regardless of the venue of jurisdiction in which the dispute is being determined. Each party herby irrevocably submits to the exclusive jurisdiction of the Maltese Law Courts.