These General Terms of Service shall provide the basis for any actions carried out by Walletmor Ltd and shall prescribe in particular the principles of provision of Services for the account of the Client, as well as terms of financial settlements between the Parties.
- Additional Works – Services performed against additional charge which involve any actions taken by Walletmor Ltd which were not included in the Order but supplement, extend or amend the scope of the Agreement
- Agreement – An agreement concluded between Walletmor Ltd and the Client on the basis of these GTS, as part of which Walletmor Ltd undertakes to provide Services, and the Client undertakes to pay relevant Remuneration; the Agreement shall be binding upon Client’s legal successors
- business days – days from Monday to Friday with the exclusion of public holidays according to the generally applicable legal provisions of the United Kingdom
- Client – a natural or legal person or organisational unit without legal personality but with full capacity to perform acts in law, which/who orders Services and with which/whom Walletmor Ltd concludes the Agreement
- Force Majeure – an event which was not foreseeable by exercising care required within professional relations, which remains beyond the control of the Client and Walletmor Ltd, and which could not be prevented by exercising all due care; an event of Force Majeure shall be deemed to include in particular: natural disasters, acts of state authorities, changes in generally applicable law, hacker attacks and change in the manner or scope in which MasterCard or Visa conducts its activity
- GTS – these General Terms of Services of Walletmor Ltd
- Order – a declaration of Parties’ intent which directly results in conclusion of the Agreement and which states its relevant conditions, including particulars of Services, manner in which they are provided and the amount of remuneration due to Walletmor Ltd
- Parties – the Client and Walletmor Ltd
- Walletmor Ltd – Walletmor Ltd with its registered office in Walletmor Ltd, 85 Great Portland Street, London, W1W 7LT, United Kingdom, entered in the register of Company House at no. 13048848.
- Service(s) – performances of Walletmor Ltd whose object involves in particular counselling in the field of security of payment instruments, NFC implants, services connected with contactless payments, as well as counselling in the field of procedures of subcutaneous implantation of payment and other instruments
- Source Materials – any data, information and materials, including payment instruments, such as NFC tags or other technological solutions used for contactless payments, delivered by the Client
- Any definitions and phrases used in these GTS shall be applied in the Agreement and Orders, as well as in other activities connected with performance of the Agreement by the Parties.
- In e-mail correspondence the above phrases written with low-case letters shall have the meanings corresponding to the definitions as prescribed in the GTS, unless the sender expressly states otherwise.
2. GENERAL PROVISIONS
- These GTS shall prescribe the principles and terms and conditions of provision of Services by Walletmor Ltd for Clients, including in particular the procedure for concluding particular Agreements, terms of financial settlement between the Parties and principles governing liability of the Parties. Walletmor Ltd shall perform Services pursuant to the GTS, Agreements and Orders. The provisions of the GTS shall be binding for the Parties as of conclusion of the Agreement.
- The Client may only use the Service upon becoming acquainted with the provisions of the GTS and expressing the consent to the terms and conditions prescribed thereby. The Client who refuses to accept the GTS may not use the Services.
- In the case of any divergence between the provisions of the GTS and the wording of the Agreement or an Order, the GTS shall prevail, unless the Parties expressly state otherwise in the Agreement.
- The Client service and provision of Services shall take place on business days.
- Any oral arrangements made between the Parties (also via phone) shall be confirmed by e-mail, fax, registered letter or courier mail not later than 24 (twenty four) hours from making them, or otherwise shall be null and void.
3. TERMS AND CONDITIONS OF SERVICE PROVISION
- Walletmor Ltd warrants that it has appropriate resources, knowledge and experience necessary to provide the Services. Walletmor Ltd undertakes to provide Services with utmost care, in particular resulting from the professional character of the pursued activity.
- Walletmor Ltd may perform Services with support of third persons, whereby Walletmor Ltd shall be accountable for actions and omissions of its subcontractors as for its own. At the same time Walletmor Ltd undertakes to use only persons with the properties referred to in clause 3.1 above when performing the Agreement.
- As part of an Order Walletmor Ltd shall state the scope of necessary Source Materials to the Client Walletmor Ltd may also provide the Client with counselling in the scope of recommended place to acquire Source Materials; such counselling, however, shall neither be covered by the object of the Service.
- The Client shall be prohibited from providing unlawful Source Materials. Walletmor Ltd shall neither approve nor accept for execution any Order or Agreement which violates good practices, the rules of social coexistence or fair competition or other generally applicable legal provisions. Nevertheless, Walletmor Ltd is not obliged to verify whether the Source Materials are legal, while the Client represents that it has verified them in this regard by own efforts.
- Walletmor Ltd shall not verify legality of Client’s actions, health condition of the Client or formal and technical effects of the Service. Walletmor Ltd may express an opinion in the scope indicated in the preceding sentence, but it shall not be binding for either Party, in particular it shall not extend the scope of obligations or liability Walletmor Ltd resulting from the Agreement.
- The Client may grant Walletmor Ltd the authorisation to obtain Source Materials for and on behalf of the Client. In such a case, the authorisation granted by the Client shall cover Walletmor Ltd’s authorisation to take the following actions: (1) any legal and factual actions necessary to obtain Source Materials for and on behalf of the Client, (2) obtain Source Materials to be owned by the Client. The authorisation shall be valid until completion of the Agreement and shall expire upon its performance. Walletmor Ltd may grant further authorisations within the scope of its authorisation.
4. CONCLUSION AND PERFORMANCE OF THE AGREEMENT
- By placing an Order, the Client shall make an offer to Walletmor Ltd to conclude the Agreement upon terms and conditions as indicated in the Order in a version agreed upon between the Parties. The Agreement shall be concluded upon Walletmor Ltd’s accepting such Order. Any arrangements related to the Order and its acceptance, and thereby conclusion of the Agreement, may take place by e-mail.
- The Parties may set deadlines for particular Services in the Agreement. Such deadlines may be postponed at least by the number of days in which the following events persist: (i) an event of Force Majeure; (ii) obstacles in the performance of the subject matter of the Agreement on the part of the Client, in particular the necessity for Walletmor Ltd to wait for the Client to provide Source Materials or information necessary for proper provision of Services or Client’s delay in undertaking actions which are necessary for Walletmor Ltd to carry out a relevant action.
- If the start date of Service provision is delayed for reasons attributable to the Client, then it shall not affect the start date for payment of the remuneration stated in the Agreement.
- If it proves necessary to implement changes, amendments or other works within the frames of the Service, then Walletmor Ltd shall carry out such works subject to clause 4.5 below, without additional remuneration, if the necessity to carry out such works results from Walletmor Ltd’s errors or negligence.
- If the necessity to implement changes, amendments or other Additional Works mentioned in clause 4.4 above results from a change of the Client’s position or from circumstances which were not predictable as at the day of conclusion of the Agreement or acceptance of the Order by the Parties despite exercising due care, then Walletmor Ltd shall carry out such works against additional remuneration within a new term agreed by the Parties (Additional Works).
- The Client shall accept the object of the Order within 3 (three) business days from the receipt of its final version. If any defect is detected or if it becomes necessary to introduce amendments, the Client shall notify Walletmor Ltd on that fact within the abovementioned period, while Walletmor Ltd is obliged to remove the defects or introduce the amendments and to repeat the acceptance procedure described in this clause within 3 (three) business days. If the Client fails to accept the object of Service and at the same time within the period indicated in the first sentence: (i) fails to notify Walletmor Ltd on detected defects or necessity to introduce amendments, or (ii) refuses to accept the object of Service, requesting introduction of amendments or requirements not included in the Order, then the performance of the Service shall be deemed completed and accepted without reservations by the Client in the term prescribed for acceptance of the object of Service.
5. TERMS OF PAYMENT
- The Parties shall determine the amounts of remuneration on account of Service provision in the Order/Agreement. The remuneration amount may be changed if: (i) Walletmor Ltd performs Additional Works; (ii) Payment Implant needs to Technologies to buy additional materials or products not included in the valuation, which, however, shall be approved by the Client in advance.
- Walletmor Ltd shall proceed to provide the Services subject to appropriate payment of the remuneration in line with the Agreement, unless the Parties state otherwise in the Order.
- Any remuneration for the account of Walletmor Ltd shall be payable on the basis of a VAT invoice issued by Walletmor Ltd within a term stated therein.
- The Client agrees that Walletmor Ltd issue invoices in electronic form, as well as deliver them by sending them to Client’s e-mail address.
- The Parties agree that a payment shall be deemed made upon crediting a relevant amount to the account of Walletmor Ltd.
- If legal provisions require so, in particular in the case of delivery of goods or provision of services other than cross-border or provided in a third-country within the meaning of the Act on the tax on goods and services, Walletmor Ltd shall charge VAT in a relevant amount resulting from the rate applicable on the date of invoice issue.
- If legal provisions require so, the Client shall pay any statutory charges, in particular VAT, arising in connection with application of the so-called reverse VAT charge or similar institutions under which it is obliged to pay a statutory charge.
- In order to avoid any doubt, the Parties declare that in the situations indicated in clauses 5.6 and 5.7 above the net amount of Walletmor Ltd’s remuneration prescribed in the Agreement shall not be changed.
6. AGREEMENT TERM
- Throughout its entire term, the Agreement may be terminated by the Parties with immediate effect (without observing the termination period) if the other Party violates any obligation and fails to remove the effects of such violation within 7 (seven) business days from receiving written request to satisfy such obligation.
- Walletmor Ltd may also terminate the Agreement with immediate effect if the Client refuses to accept amended wording of the GTS.
- If Walletmor Ltd terminates the Agreement in the course prescribed in clause 6.2 above, the Client other than a consumer within the meaning of the relevant provisions of law shall not be entitled to claim reimbursement of any portion of the remuneration received by Walletmor Ltd.
- In the case of early termination of the Agreement, the Client is obliged to pay for the account of Walletmor Ltd remuneration for the Service performed by it until the termination date of the Agreement.
7. REPRESENTATIONS AND WARRANTIES
- Walletmor Ltd represents that:
- it doesn’t act for or on behalf of any financial services providers such as Mastercard or Visa;
- it does not provide payment or similar services;
- it does not provide health services.
- The Client represents that:
- they have been advised on potential health complications connected with subcutaneous implantation of payment instruments;
- being aware of possible complications, they decide to undergo the procedure carried out by a person not associated with Walletmor Ltd selected by the Client themselves;
- cases in which complications may lead to loss of implants have been explained to them;
- possible threats connected with breaches of transaction security and information confidentiality resulting from having a subcutaneous payment instrument have been explained to them;
- they are aware that a subcutaneous payment instrument is equipped with no additional safeguards protecting against unauthorised preview of data by third persons;
- they are aware that using the implant functionalities is possible only by means of services offered by third parties, while Walletmor Ltd shall not be liable for such parties’ refusing to provide services;
- they are fully aware that a subcutaneous payment instrument cannot be shut down, cancelled or deactivated otherwise than by removal of the implant or by means of services offered by third parties;
- they acknowledge that Walletmor Ltd may not guarantee that the procedure is completed without any complications or that the use of the subcutaneous payment instrument is secure as it is only an advisory body carrying out no activities connected with production of any objects or their implantation into Client’s body.
- The Client also declares that they fully understand the foregoing provisions. If the Client has any reservations or remarks to any of the foregoing provisions, they shall be raised in the Order/Agreement.
- The Client shall have the right to claim damages on general terms, with a proviso that Walletmor Ltd shall not be held liable for any effects of the procedure carried out by a third person and the manner in which the Client uses the Source Materials, in particular contrary to their intended use, in violation of manuals or guidelines.
8. CONFIDENTIAL INFORMATION
- The Parties undertake to keep confidential and without prior written consent of the other Party not to disclose to any third persons or use for purposes other than those resulting from the provisions of the Agreement any information, data and materials, including Parties’ financial position or legal status, which have not been made public, which were obtained by the Parties in any form in connection with conclusion and performance of the Agreement (“Confidential Information”).
- In the case of any doubts as to the methods of protection of Confidential Information, the Parties are obliged to consult each other to resolve such doubts.
- The confidentiality obligation shall be binding upon the Parties within the Agreement term and for the period of 5 years from termination of this Agreement (whereby technical or commercial information or trade secrets provided in connection with performance of the Agreement may not be transferred to third persons, published or otherwise disclosed within the Agreement term as well as upon its end).
- In the case of infringement of the confidentiality obligation, the infringing Party shall be held liable for damage caused by infringement of the confidentiality obligation.
- The Parties undertake to keep the fact of conclusion and content of the Agreement confidential.
- The obligation to keep Confidential Information confidential shall not refer to Confidential Information which: (i) is or become known to the public or is or become generally available in a legal manner and otherwise than through an act or omission of an entity obliged to keep it confidential, (iii) in accordance with the applicable law it has to be disclosed to relevant authorities or courts, provided that the Party disclosing such information notifies the other Party on such disclosure immediately but no later that within 14 (fourteen) days.
9. PERSONAL DATA
- The Controller of personal data of the Client or his/her representatives shall be Walletmor Ltd.
- Client’s personal data may be processed in the following scope: first and last name; residential address; contact data; Personal Identification Number PESEL; bank account number; e-mail address; IP address; other data voluntarily provided by the Client.
- Representative’s personal data may be processed in the following scope: first and last name; position, e-mail address, IP address.
- Personal data of the Client or his/her representative shall be processed: (i) for purposes connected with performance of the concluded Agreement and provision of Services by Walletmor Ltd (Article 6.1(b) of the GDPR); (ii) for the purpose of satisfaction of the obligations imposed by the law by Walletmor Ltd (Article 6.1(c) of the GDPR).
- Personal data of the Client or his/her representative shall be stored by Walletmor Ltd for a period necessary for performance of the Agreement, a term prescribed by provisions of generally applicable law or until lapse of the limitation period (whichever of the abovementioned periods is longer). Upon the lapse of such period Client’s personal data shall be destroyed.
- Personal data of the Client or his/her representative may be transferred to suppliers of payment instruments, entities providing health services, accounting firms, as well as suppliers of software for service provision, _ Client’s personal data may also be disclosed to state authorities, insofar as this is necessary and justified within the meaning of the law.
- The Client as well as Client’s representative shall have the right to access the content of his/her personal data, the right to rectify and delete them, the right to restrict processing, as well as the right to data portability, the right to file an objection, the right to withdraw the consent to their processing at any time (if such consent was given) without affecting legality of the processing carried out on the basis of the expressed consent before its withdrawal, as well as the right to lodge a complaint with the supervisory authority if the Client states that the processing of his/her personal data violates the provisions of the GDPR.
- Provision of personal data by the Client or his/her representative shall be voluntary, but failure to provide them shall prevent conclusion of the Agreement or provision of Services.
- Personal data of the Client or his/her representative shall not be transferred to third countries.
10. FORCE MAJEURE
- During an event of Force Majeure performance of works and obligations of the Party shall be suspended to the extent affected by the event of Force Majeure. Such suspension shall also apply to Parties’ liability for failure to comply with their contractual obligations.
- Each Party is obliged to notify the other Party of the occurrence of an event of Force Majeure without unreasonable delay.
11. AMENDMENT TO THE PROVISIONS OF THE GTS
- Walletmor Ltd may amend these GTS due to material reasons, whether legal (e.g. change of generally applicable legal provisions related to Walletmor Ltd’s activity or change of the Service Provider’s business form) or technical (e.g. change of the manner in which Services are provided). The GTS may be amended by electronic means.
- The Clients shall be notified on any amendment to the GTS along with indication of the amended wording of the GTS in an e-mail sent to the e-mail address of the Client 15 (fifteen) days before the effective date of the amended GTS. In this time, the Client may object to the amendment of the GTS and terminate the Agreement or accept the amended GTS.
12. FINAL PROVISIONS
- The Client may not assign claims or conclude an agreement for assignment of debt resulting from the Agreement without prior written consent of Walletmor Ltd.
- The governing law for liabilities resulting from the Agreement/GTS, in the scope permitted by the provisions regulating consumer issues, shall be British law. Any disputes connected with the Agreement/GTS shall be settled by British common courts. The Parties shall make every effort to settle any dispute resulting from or related to the Agreement in an amicable manner.
- If any of the provisions of the GTS proves invalid as a whole or in part, ineffective or unenforceable, only such provision shall remain invalid as a whole or in part, ineffective or unenforceable, and the other provisions shall remain in force. The Parties undertake to replace such invalid as a whole or in part, ineffective or unenforceable provisions with provisions whose legal effect and economic implications to the highest extent correspond to the replaced provisions by means of negotiations carried out in good faith.
13. SPECIFIC PROVISIONS
- The following provisions shall apply only to Clients other than consumers:
- The governing law for liabilities resulting from the Agreement/GTS shall be British law. If it is not possible for the Parties to settle a dispute amicably within one month, then such dispute shall be referred for final settlement to the common court with the jurisdiction over the registered office of Walletmor Ltd.
- Walletmor Ltd shall not be liable against the Client for any damage resulting from unintentional fault and shall not be liable for Client’s lost profits. The liability of Walletmor Ltd shall be limited to the amount of remuneration received by Walletmor Ltd from the Client.
- Walletmor Ltd is not obliged to return any amounts already paid by the Client, even in the case of earlier termination of the Agreement.