Canada agents terms

TALKREMIT
TERMS AND CONDITIONS FOR AGENT

1. Definitions and interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement.

Agent	the agent listed in the Order Form
Agreement	the agreement composed of the Order Form, these Terms and Conditions, and any documents incorporated by reference in the Order Form or these Terms and Conditions.
Applicable Law	in relation to any Person, transaction or event, all applicable provisions of laws, statutes, rules, regulations, official directives and orders of and the terms of all judgments, orders and decrees issued by any authority by which such Person is bound or having application to the transaction or event in question.
Branding	any promotional material to advertise Talkremit
Confidential Information	information relating to the business, plans, customers, suppliers, products, affairs and finances of Talkremit or the Agent, including this Agreement.  Customer Data is the confidential information of Talkremit.
Commencement Date	as set out in the Order Form.
Control	the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise.
Customer	a purchaser or a potential purchaser of the Talkremit Services.
Customer Data	all data relating to Customers whether such data is in the possession of Talkremit or the Agent.
Customer Terms	the terms and conditions on which Talkremit supplies services to Customers, as set out on the Talkremit website, and as varied from time to time.
Data Protection Addendum	As set out here: [https://www.talkremit.com/canada-agents-data-protection/], and as updated from time to time.
Fees	as set out in the Order Form.
Initial Term	as set out in the Order Form.
Intellectual Property Rights	copyright and neighbouring and related rights, trademarks and service marks, rights in data, database rights, goodwill, and all other intellectual property rights owned or used by Talkremit, whether registered or unregistered,  which subsist or will subsist now or in the future in any part of the world.
Order Form	The document which is intended to be signed by the Agent and Talkremit.
Person	any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, governmental authority, or any other entity.
Policies	Canadian agency compliance program: [https://www.talkremit.com/canadian-agency-compliance-program/], and as updated from time to time.
Regulator	The United Kingdom Financial  Conduct Authority and/or the Information Commissioners Office.
Talkremit Services	the services to be provided by Talkremit under this Agreement, and the services provided by Talkremit to Customers.
Talkremit	Talkremit Limited, registered number 10283207, with its principal business offices located at The Incuba, Brewers Hill Road, Dunstable, Bedfordshire, United Kingdom, LU6 1AA.

1.2 URL documents. Any documents referred to and identified by URL in these Terms and Conditions and the Order Form, including, without limitation Data Protection Addendum, and Policies, are incorporated by reference and form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

2. DURATION

2.1 Commencement, initial term, and notice to terminate. This agreement shall become effective on the Commencement Date. Unless terminated earlier in accordance with its terms, it shall continue for the Initial Term and shall, after the Initial Term shall automatically continue on a rolling monthly basis until terminated.

3. APPOINTMENT

3.1 Talkremit appoints the Agent on a non-exclusive basis as its limited agent, delegate and trustee for the limited purposes of offering the Talkremit Services to Customers. on the terms of this Agreement, and the Agent accepts the appointment on those terms.

4. TALKREMIT’S OBLIGATIONS

4.1 Good faith. Talkremit shall act in good faith in its dealings with the Agent.

4.2 Safeguard. Talkremit shall safeguard customer monies in accordance with Applicable Law.

4.3 Training. Talkremit shall provide the Agent with training as and when appropriate.

4.4 Pay on time. Talkremit shall pay the Agent on time. Late payments shall attract interest at 2% per annum, compounding annually above the base rate of Bank of England until paid.

5. AGENT’S OBLIGATIONS

5.1 Duties of the Agent. The Agent agrees to be Talkremit’s limited agent, delegate and trustee, and to carry out its duties and its obligations under this Agreement, with reasonable skill and care and in accordance with Applicable Law.

5.2 Compliance with instructions. The Agent shall work with Talkremit in good faith shall comply with all reasonable instructions of Talkremit.

5.3 Information provision. The Agent shall provide to Talkremit the reporting and other information set out in Policies and shall provide such additional information as is requested by Talkremit from time to time.

5.4 Attend meetings. The Agent shall, on Talkremit’s request, attend (remotely or in person) any meetings called by Talkremit.

5.5 Attend training. The Agent shall ensure that Agent personnel, if required by Talkremit, attend such training as may be reasonably required by Talkremit.

5.6 Good governance. The Agent shall maintain governance arrangements and internal control mechanisms proportionate to the scale and complexity of the Agent’s business with Talkremit.
Business

5.7 Exclusive Agent. The Agent shall not during the term of this Agreement act as an agent for any other Person to provide services similar to the Talkremit Services.

5.8 Description of Agent’s status. The Agent shall describe itself as Talkremit’s agent and shall not, in relation to Talkremit and the Talkremit Services, hold itself out as being anything other than and agent.
Business kept distinct. The Agent shall carry on its activities under this Agreement in a way that is, and is set out as being, clearly distinct from the Agent’s other business.

5.9 Promotion of Talkremit. The Agent shall use all reasonable endeavours to promote Talkremit and the Talkremit Services.

5.10 Branding. The Agent shall use only marketing and promotional materials provided by Talkremit.

5.11 Protection of reputation. The Agent shall at all times act in such a manner that Talkremit’s brand and reputation is enhanced or maintained. The Agent shall not, directly or indirectly, make any derogatory remarks or inferences about Talkremit or the Talkremit Services.

5.12 No over selling. The Agent shall not make or give any representations, warranties or other promises other Person concerning the Talkremit Services beyond those set out in the Customer Terms or on Talkremit’s website and shall not make any misrepresentation about Talkremit, the Talkremit services, rates or transaction fees.

5.13 Trademarks. The Agent is hereby granted a revocable, nonexclusive, royalty-free license during the Term to use the trademarks of Talkremit specified by Talkremit from time to time, and Talkremit is hereby granted the nonexclusive, royalty-free right to use Agent’s trademarks, each for the limited purpose of advertising and promoting the Talkremit Services. Each party agrees that use of any other party’s trademarks shall not confer any proprietary right thereto.
Compliance

5.14 Money held on trust. The Agent shall act in a fiduciary capacity and hold all monies received from a Customer (“Trust Funds”) in trust for the benefit of Talkremit. The Agent shall hold such monies separate and apart from any other funds held by the Agent, and the Agent shall not acquire any right, title or interest such monies. The Agent agrees that, in the event the Agent commingles Trust Funds with any other funds, such funds shall be impressed with a trust to the extent of the Trust Funds.

5.15 Policies. The Agent shall comply with Talkremit’s policies on money laundering, KYC, reporting, and related issues, as set out in the Policies.

5.16 Complaints. The Agent shall deal promptly and efficiently with any complaint, dispute or post-supply enquiry relating to Talkremit or the Agent, and shall notify Talkremit of any complaint or dispute within 48 hours of it being made. If requested by Talkremit, the Agent shall allow Talkremit to take over and manage the complaint or dispute.

5.17 Senior management issues. The Agent shall notify Talkremit promptly of any allegations of dishonesty or impropriety in relation to the Agent or any member of its senior management. The Agent shall notify Talkremit promptly of any criminal convictions in relation to any member of its directors or senior management.

5.18 Data protection. The Agent shall handle Customer Data in compliance with Applicable Law and the Data Protection Addendum.

5.19 Complying with the law. The Agent shall comply with the Applicable Law and shall promptly notify Talkremit of any failure to comply of which it becomes aware.

5.20 Audit. The Agent shall allow Talkremit’s authorized representatives, and the Regulator, to have access to the Agent’s premises at any reasonable time (for the purpose of inspecting the Agent’s books and records and generally for verifying the manner in which the Agent complies with Applicable Law and its obligations under this Agreement.

5.21 Records. The Agent shall maintain all records with respect to the Talkremit Services for a period of seven (7) years or such longer period as may be required by any Applicable Law.
Customer facing

5.22 Standard of service. The Agent shall ensure that the services it provides to Customers are provided promptly, efficiently and in accordance with good standards of service.

5.23 Suitable staff. The Agent shall ensure that the Agent’s personnel are suitably qualified and adequately trained.

5.24 Customer contracts. The Agent shall enter into contracts with Customers only on terms which have received Talkremit’s prior written approval.

5.25 Clear terms. The Agent shall make clear to Customers that it is acting as an agent of Talkremit.

5.26 Collection of Fees and Principal. For each transaction facilitated by the Agent, the Agent shall collect from the Customer the principal amount of the Transaction, the applicable transaction Fees, and any other applicable fees or taxes. The Agent shall not impose any other fee, charge, requirement, or restriction of any kind upon the Transaction that is not required by Talkremit or Applicable Law. The Agent shall be liable to Talkremit for the principal amount of the transaction, the applicable Transaction Fee and any other additional fees and taxes, regardless of whether Agent ultimately receives payment of the same.

6. HARDWARE

6.1 From time to time, Talkremit may make equipment or other hardware available to the Agent. Such equipment or other hardware is made available on the Hardware Terms.

7. CONFIDENTIALITY

7.1 Each party shall:
(a) hold the other’s Confidential Information confidential,
(b) protect such Confidential Information from unauthorized use and disclosure,
(c) not use or make any copies of such Confidential Information for any purpose other than pursuant to this Agreement.

7.2 Each party shall treat the other’s Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care.

7.3 The Agent shall not use the Confidential Information for any purpose except for the purpose of providing the Talkremit Services. Notwithstanding the foregoing, each may disclose and/or provide copies of the other’s Confidential Information when required by Applicable Law and to its employees, contractors, and advisers with a bona fide need to know in order, so long as such persons are bound by equivalent obligations of confidentiality.

8. INTELLECTUAL PROPERTY

8.1 The Agent agrees that the Customer Data is Talkremit’s property to the exclusion of the Agent, and the Agent hereby assigns to Talkremit absolutely with full title all Intellectual Property Rights in the Customer Data.

9. LIMITATION OF LIABILITY

9.1 Neither party excludes liability for death or personal injury arising from negligence, or for fraudulent misrepresentation.

9.2 The total aggregate liability of Talkremit under or in connection with this Agreement, whether for tort, negligence, breach of contract, tort, breach of statutory duty, misrepresentation, or otherwise (but excluding the Agent’s liability to pay any invoices), is limited to direct damages not exceeding 100% of the Fees paid or payable by Talkremit to the Agent in that calendar year.

9.3 The Agent shall indemnify and hold harmless Talkremit and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, (including reasonable legal expenses) incurred by Talkremit as a result of the Agent failing to comply with Applicable Law or the Agent failing to comply with the terms of this Agreement.

10. TERMINATION

10.1 Termination for convenience. Where the Order Form indicates that a party may terminate this Agreement for convenience, that party may do so by giving notice to that effect in accordance with the Order Form.

10.2 Termination for cause/insolvency. A party may terminate this Agreement with immediate effect by giving written notice to the other if the other:
(a) commits a material breach of any term of this Agreement which breach is capable of being cured or (if that breach is incapable of being cured) fails to remedy that breach within a period of 30 days after being notified in writing to do so, or
(b) being a company, is subject to any step or action for or in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or
(c) being an individual, is subject to any step or action for, or in connection, with bankruptcy.

10.3 Termination for other reasons. Talkremit may terminate this Agreement with immediate effect by giving written notice to the Agent if:
(a) a senior manager of the Agent is convicted of any criminal offence,
(b) the Agent, or a senior manager of the Agent, commits any act of gross incompetence, gross negligence, fraud, dishonesty or more culpable acts or omissions (including any recklessness or wilful misconduct),
(c) the Agent, or a senior manager of the Agent, acts in any manner which in the opinion of Talkremit brings or is likely to bring the Agent or Talkremit into disrepute or is materially adverse to the interests of Talkremit,
(d) there is a change of in the person that has Control of the Agent.

10.4 Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

10.5 Surviving clauses. On termination or expiry of this Agreement, the following clauses shall continue in force: Clause 11.7 (Governing Law), Clause 7 (Confidentiality) and Clause 9 (Limitation of Liability).

11. OTHER PROVISIONS

11.1 Talkremit Services. Talkremit, in its discretion, reserves the right to modify or discontinue the Talkremit Services offered without notice to the Agent and may establish, from time to time and in Talkremit’s sole discretion, both daily and single transaction limits relating to the number and principal amount of transactions that may be transacted. Talkremit reserves the right to temporarily suspend the Talkremit Services in its discretion.

11.2 Independent contractors. The relationship of Talkremit to the Agent will be that of an independent contractor and nothing in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency relationship, or franchise between the parties to this Agreement

11.3 No assignment. Neither this Agreement shall be assigned or transferred without the prior written consent of the other party. This Agreement shall be binding upon and shall endure to the benefit of Talkremit and the Agent and their respective successors and permitted assigns.

11.4 Third parties. Other than a Regulator in relation to Clause 5.20 (Audit), or pursuant to the indemnification provisions in Clause 9.3, no third party shall have the benefit of or the right to enforce any term of this Agreement.

11.5 Entire agreement. This Agreement sets out the entire agreement between the parties, and overrides any prior correspondence or representations relating to its subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of this Agreement other than as expressly set out in this Agreement.

11.6 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.

11.7 Governing law. This Agreement and all matters relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the Province of Alberta. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta.

11.8 Counterparts. This Agreement may be executed in counterparts and by electronic means, including delivery by email of PDF or electronic signatures.