UK agents terms
TERMS AND CONDITIONS FOR UK AGENTS
1. DEFINITIONS AND INTERPRETATION
- 1.1 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.
- 1.2 The following definitions apply in this Agreement.
|Agent||the company or individual identified as the Agent in the Order Form.|
|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 England and Wales, including any guidance issued by the FCA or the ICO.|
|Commencement Date||as set out in the Order Form.|
|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.|
|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 in Schedule 1 to this Agreement.|
|EMD Agent||an “agent” under the Electronic Money Regulations 2011.|
|Fees||as set out in the Order Form.|
|Hardware Terms||the terms on which hardware (if any) is supplied to the Agent.|
|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 signed by the Agent and TalkRemit.|
|Policies||the policies notified to the Agent by TalkRemit from time to time.|
|Regulator||the FCA and/or the ICO.|
|TalkRemit||TalkRemit Limited, registered number 10283207, with its principal business offices located at 20 Eastbourne Terrace Eastbourne Terrace, London, England, W2 6LG.|
|TalkRemit Services||the services provided by TalkRemit to Customers.|
- 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 by either party in accordance with the term of this Agreement.
- 3.1 Subject to the Agent:
- 3.1.1 gaining the prior approval of the FCA,
- 3.1.2 satisfying TalkRemit that the Agent meets TalkRemit’s requirement for becoming a TalkRemit EMD Agent (the approval for which TalkRemit shall grant or withhold at its sole discretion),
TalkRemit appoints the Agent to be an EMD Agent on the terms of this Agreement, and the Agent accepts the appointment on those terms.
- 3.2 The Agent agrees that it is not, and shall not able to act as, a TalkRemit EMD Agent until clause 1 is satisfied.
- 3.3 The Agent agrees that the appointment is not exclusive, and that TalkRemit shall be entitled to appoint other agents in the Agent’s territory.
4. TALKREMIT’S OBLIGATIONS
- 4.1 Skill and care. Any services provided to the Agent shall be provided with reasonable skill and care.
- 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 (as deemed by TalkRemit).
- 4.5 Good practice. TalkRemit shall keep the Agent updated on good practice.
- 4.6 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.
5. AGENT’S OBLIGATIONS
- 5.1 Duties of the Agent.The Agent agrees to be TalkRemit’s EMD Agent, and to carry out the duties of the EMD Agent, 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.
6. MARKET FACING
- 6.1 Description of Agent’s status.The Agent shall describe itself as TalkRemit’s EMD Agent and shall not, in relation to TalkRemit and the TalkRemit Services, hold itself out as being anything other than TalkRemit’s EMD Agent.
- 6.2 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.
- 6.3 Promotion of TalkRemit.The Agent shall use all reasonable endeavours to promote TalkRemit and the TalkRemit Services, as further set out in the Order Form.
- 6.4 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.
- 6.5 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.
- 7.1 The Agent shall act in a fiduciary capacity and recognises that all monies received from Customers belong, as between the Agent and TalkRemit, to TalkRemit. The Agent acquires no title or interest in such monies.
- 7.2 Policies. The Agent shall comply with TalkRemit’s policies on money laundering, KYC, reporting, and related issues, as set out in the Policies.
- 7.3 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.
- 7.4 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.
- 7.5 Data protection. The Agent shall, in its handling of Customer Data, comply with the Data Protection Addendum.
- 7.6 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.
- 7.7 The Agent shall allow TalkRemit’s authorised 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.
8. CUSTOMER FACING
- 8.1 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.
- 8.2 Suitable staff. The Agent shall ensure that the Agent’s personnel are suitably qualified and adequately trained.
- 8.3 Customer contracts. The Agent shall enter into contracts with Customers only on terms which have received TalkRemit’s prior written approval.
- 8.4 Clear terms.The Agent shall make clear in its contracts with Customers that it is acting as EMD Agent of TalkRemit.
- 9.1 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.
- 10.1 Each party shall:
- 10.1.1 hold the other’s Confidential Information confidential,
- 10.1.2 protect such Confidential Information from unauthorized use and disclosure,
- 10.1.3 not use or make any copies of such Confidential Information for any purpose other than pursuant to this Agreement.
- 10.2 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.
- 10.3 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.
11. INTELLECTUAL PROPERTY
- 11.1 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.
12. LIMITATION OF LIABILITY
- 12.1 Neither party excludes liability for death or personal injury arising from negligence, or for fraudulent misrepresentation.
- 12.2 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 TalkRemit’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.
- 12.3 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.
- 13.1 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.
- 13.2 Termination for lack of responsiveness. Where, in TalkRemit’s opinion acting reasonably, an Agent does not take on the performance of the EMD Agents services with sufficient promptness, TalkRemit shall be entitled to terminate this Agreement with immediate effect by written notice.
- 13.3 Termination for cause/insolvency. A party may terminate this Agreement with immediate effect by giving written notice to the other if the other:
- 13.3.1 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
- 13.3.2 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
- 13.3.3 being an individual, is subject to any step or action for, or in connection, with bankruptcy.
- 13.4 Termination for other reasons. TalkRemit may terminate this Agreement with immediate effect by giving written notice to the Agent if:
- 13.4.1 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),
- 13.4.2 the Agent, or a senior manager of the Agent, commits any fraud or dishonesty,
- 13.4.3 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,
- 13.4.4 there is a change of in the person that has Control of the Agent.
- 13.5 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.
- 13.6 Surviving clauses. On termination or expiry of this Agreement, the following clauses shall continue in force: Clause 10 (Confidentiality) and Clause 12 (Limitation of Liability).
14. OTHER PROVISIONS
- 14.1 Independent contractors. The relationship of TalkRemit to the Agent will be that of an independent contractor.
- 14.2 No assignment. Neither this Agreement shall be assigned or transferred without the prior written consent of the other party.
- 14.3 Third parties. Other than a Regulator, no third party shall have the benefit of or the right to enforce any term of this Agreement.
- 14.4 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.
- 14.5 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.
- 14.6 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 English law and the exclusive jurisdiction of the English courts.
DATA PROTECTION ADDENDUM
|controller, processor, subprocessor, data subject, personal data, personal data breach, processing, appropriate technical and organisational measures||as defined in the Data Protection Legislation.|
|Data Protection Legislation||means:
· the UK Data Protection Act 2018,
· any applicable additional laws or regulations relating to the processing of personal data,
· any applicable legally binding guidance and codes of practice issued by the Information Commissioner’s Office.
- 2.1 The parties agree that TalkRemit is the controller, and the Agent is the processor, in relation to Customer Data. The scope, nature and purpose of processing by the Agent, the duration of the processing and the types of personal data and categories of data subject, are set out further below.
- 2.2 The Agent will comply with its obligations as processor under Data Protection Legislation and shall:
- 2.2.1 ensure that any of its staff who have access to and/or process Customer Data are obliged to keep the Customer Data confidential,
- 2.2.2 take all reasonable steps to ensure the reliability of any of its staff who have access to Customer Data and ensure that access to the Customer Data is limited to such authorised staff only who require access to it for the purpose of complying with the obligations under this Agreement,
- 2.2.3 not transfer any such Customer Data to any third party without the consent of TalkRemit,
- 2.2.4 not transfer any such Customer Data outside the UK (other than to TalkRemit) without the consent of TalkRemit, and
- 2.2.5 only act on the instructions of TalkRemit and in accordance with the terms of this Agreement when processing such personal data. The parties agree that this Agreement represents the documented instructions of TalkRemit.
3. Data Protection Impact Assessment
- 3.1 The Agent will, at TalkRemit’s request, assist TalkRemit with the preparation of any Data Protection Impact Assessment required by the Data Protection Legislation before commencing any processing (including provision of detailed information and assessments in relation to processing operations, risks and measures).
4. Data Subject Requests
- 4.1 The Agent shall notify TalkRemit of any subject requests it receives and shall assist TalkRemit in the handling of subject request.
- 5.1 If Agent engages sub-processors for carrying out specific processing activities on behalf of the Agent, the same data protection obligations set out in this Schedule shall be imposed on that subprocessor by way of a contract, so as to meet the requirements of the Data Protection Legislation.
6. Information Security
- 6.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Agent shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
- 6.1.1 the pseudonymisation and encryption of personal data,
- 6.1.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services,
- 6.1.3 the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident,
- 6.1.4 a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
7. Personal Data Breach
- 7.1 The Agent shall notify TalkRemit immediately upon becoming aware of any personal data breach and shall take all reasonable steps to mitigate such breach. The Agent shall cooperate with TalkRemit and any Regulator in connection with such breach.
- 8.1 The Agent shall Provide such assistance to TalkRemit as is set out for processors in the Data Protection Legislation.
9. Bad instructions
- 9.1 The Agent or any subprocessor shall immediately inform TalkRemit if, in its opinion, an instruction infringes the Data Protection Legislation.
10. Termination or expiry
- 10.1 At the termination or expiry of this Agreement the Agent shall, at TalkRemit’s written request, delete or return to TalkRemit the Customer Data.
11. Scope, nature and purpose of processing
- 11.1 Subject matter of the processing: Processing of personal data in relation to transfer of money.
- 11.2 Duration of the processing: For the term of this Agreement.
- 11.3 Nature and purposes of the Processing: Processing of personal data in relation to the transfer of money.
- 11.4 Type of Personal Data:
Name, address, contact details, bank detail, ID documents.
- 11.5 Categories of Data Subject: Persons wishing to transfer or receive money.
- 11.6 Plan for return or destruction of the data once the Processing is complete: As set out in this Agreement.