EU 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 an “agent” (Sw. ombud) under the Swedish Electronic Money Act (2011:755).
Agreement the agreement composed of the Order Form, these Terms and Conditions, and any documents referred to in the Order Form or these Terms and Conditions.
Applicable Law the laws of Sweden, including any guidance issued by the Swedish Financial Supervisory Authority.
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/uk-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, trade marks and service marks, rights in data, database rights, goodwill, and all other intellectual property rights owned or used by Talkremit, 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.
Policies as set out here: https://www.talkremit.com/uk-agency-compliance-program/, and as updated from time to time.
Regulator The Swedish Financial Supervisory Authority.
Talkremit Services The services provided by Talkremit to Customers, i.e. providing Customers with e-wallets and the possibility to remit funds (such as by money remittance and e-wallet payments)
Talkremit Talkremit AB, Reg. No. 559215-5815 with its registered office at Östra Hamngatan 17, 411 10 Gothenburg, Sweden.

1.2 URL documents. The documents identified by URL 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, automatically continue on a rolling monthly basis until terminated.

3. APPOINTMENT

3.1 Talkremit appoints the Agent to distribute Talkremit Services to customers on a non-exclusive basis on the terms of this Agreement, and the Agent accepts the appointment on those terms. For the avoidance of doubt, the Agent will not be conducting any payment services or hold any funds on behalf of the Customers or Talkremit in its role as Agent.

3.2 In addition, Talkremit appoints the Agent to assist with certain customer due diligence measures, i.e. verifying the Customer’s identity in accordance with Talkremit’s anti-money laundering policy and the Swedish Anti-Money Laundering Act (2017:630) (the “Delegated Tasks”).

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 Good practice.  Talkremit shall keep the Agent updated on good practice.

4.5 Pay on time. Talkremit shall pay the Agent on time.  Late payments shall attract interest at 2% above the base rate of Bank of England until paid.

4.6 Monitoring of Delegated Tasks. Talkremit has a legal obligation, and a right pursuant to this Agreement, to monitor the Delegated Tasks and when necessary give such instructions as Talkremit deems necessary for the proper execution of the tasks. Furthermore, Talkremit undertakes to have the knowledge and capacity required to monitor the Delegated Tasks and manage the risks in connection thereto, as well as to continuously assess how well the Agent performs its tasks in order to certify that the Delegated Tasks are conducted by the Agent in a secure and controlled manner.

5. AGENT’S OBLIGATIONS

Agent

5.1 Duties of the Agent. The Agent agrees to be Talkremit’s Agent , and to carry out the duties of the Agent in accordance with 3.1 above, and any other 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. In particular, the Agent shall promptly inform Talkremit of any event that may have a material impact on the Agent’s ability to perform the Delegated Tasks.

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 company.

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 Talkremit’s Agent.

5.9 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.

Market facing

5.10 Promotion of Talkremit. The Agent shall use all reasonable endeavors to promote Talkremit and the Talkremit Services.  

5.11 Brand Guidelines. The Agent shall use only marketing and promotional materials provided by Talkremit.

5.12 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.

5.13 No over selling. The Agent shall not make or give any representations, warranties or other promises concerning the Talkremit Services beyond those set out in the Customer Terms or on Talkremit’s website.

Compliance

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

5.15 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 any complaint or dispute to Talkremit 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.

5.16 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 (other than an offence under any road traffic legislation for which a fine or non-custodial penalty is imposed) in relation to any member of its senior management.

5.17 Data protection. The Agent shall, in its handling of Customer Data, comply with the Data Protection Addendum and any other confidentiality requirements such as stated in Applicable Law.

5.18 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.

5.19 Audit. The Agent shall allow Talkremit’s authorised representatives, internal auditor 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. The Agent undertakes to cooperate with Talkremit in relation to its ongoing due diligence requirements and Talkremit reserves the right to at least annually perform one more extensive evaluation of the Agent.

5.20 Cooperation with the Regulator. The Agent undertakes to cooperate with the Regulator in connection to the Delegated Tasks in order to ensure the Regulator’s efficient supervision of Talkremit. 

5.21 Sub-delegation. The Agent is not entitled to sub-delegate any of the tasks under this Agreement to a third party without obtaining Talkremit’s explicit and prior written consent.

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 and sufficient resources. The Agent shall ensure that the Agent’s personnel are suitably qualified and adequately trained and that the Agent has the sufficient knowledge and resources to perform the Delegated Tasks.

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 in its contracts with Customers that it is acting as Agent of Talkremit.

6.CONFIDENTIALITY

6. 1 Each party shall:

  1. hold the other’s Confidential Information confidential,
  2. protect such Confidential Information from unauthorized use and disclosure, 
  3. not use or make any copies of such Confidential Information for any purpose other than pursuant to this Agreement. 

6.2 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. 

6.3 Notwithstanding the foregoing, each may disclose and/or provide copies of the other’s Confidential Information 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.

7. INTELLECTUAL PROPERTY

7.1 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 guarantee all Intellectual Property Rights in the Customer Data.

8. INTELLECTUAL PROPERTY

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

8.2 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), in each calendar year, be limited to direct damages not exceeding 100% of the Fees paid or payable by Talkremit to the Agent in that calendar year.

8.3 The Agent shall indemnify Talkremit against any liabilities, costs and damages (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.

9. TERMINATION

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

9.2 Termination for cause/insolvency. A party may terminate this Agreement with immediate effect by giving written notice to the other if the other:

  1. commits a material breach of any term of this Agreement which breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, or 
  2. 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 
  3. being an individual, is subject to any step or action for, or in connection, with bankruptcy.

9.3 Termination for other reasons. Talkremit may terminate this Agreement with immediate effect by giving written notice to the Agent if:

  1. a senior manager of the Agent is convicted of any criminal offence (other than an offence under any road traffic legislation for which a fine or non-custodial penalty is imposed),
  2. the Agent, or a senior manager of the Agent, commits any fraud or dishonesty,
  3. 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,
  4. there is a change of in the person that has Control of the Agent,
  5. the Agent is in breach of applicable law or regulations,
  6. impediments capable of altering the performance of the Delegated Tasks are identified,
  7. there are material changes affecting the Delegated Tasks or the Agent, 
  8. weaknesses regarding the management and security of confidential, personal or otherwise sensitive data or information are identified,
  9. the Regulator has given instructions (e.g. that it is no longer in a position to effectively supervise Talkremit’s business).

9.4 The Agent undertakes to ensure that the continuity and quality of the Delegated Tasks are maintained in the event of termination of this Agreement for whatever reason. In addition, the Agent undertakes continue to provide the Delegated Tasks after termination of this Agreement during a transitional period of three months to ensure that the Delegetad Tasks are carried out in a safe manner without disruption. Furthermore, the Agent undertakes to cooperate with Talkremit to transfer the Delegated Tasks either to another third party or to Talkremit in the event of termination of this Agreement. 

9.5 At termination, the Agent shall transfer all data and documentation related to the Talkremit Services and the Delegated Tasks to Talkremit.

9.6 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.

9.7 Surviving clauses.  On termination or expiry of this Agreement, the following clauses shall continue in force: Clause 8 (Confidentiality) and Clause 10 (Limitation of Liability).

10. OTHER PROVISIONS

10.1 Location of the services. The location for the Agent’s provision of the Talkremit Services (including the Delegated Tasks) under this Agreement is set out in the Order Form.

10.2 Independent contractors. The relationship of Talkremit to the Agent will be that of an independent contractor.

10.3 No assignment. Neither this Agreement shall be assigned or transferred without the prior written consent of the other party. 

10.4 Third parties. Other than a Regulator in relation to Clause 5.19 (Audit), no third party shall have the benefit of or the right to enforce any term of this Agreement.

10.5 Force Majeure. Neither the Agent nor Talkremit will be liable for any delay or failure performing their obligations under this Agreement where such delay or failure is caused by circumstances beyond their reasonable control.

10.6 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.

10.7 Governing law. This Agreement is intended to be legally binding and any issues arising in connection with it (whether contractual or non-contractual in nature) shall be subject to Swedish law and the exclusive jurisdiction of the Swedish courts.