Terms and Conditions

Your access to this website and its associated payment services is governed by the following terms and conditions, as well as the provisions outlined in our privacy policy. By visiting our website, you acknowledge that you have read, understood and agreed to these terms. We may occasionally update our policies and it is your responsibility to check this page for updates.

Definitions

Services – means the provision of:

opening e-wallets, personal and corporate payment accounts;
domestic and international payment transfers;
foreign exchange transactions;
crypto wallets, crypto exchange and crypto custody.

Service Agreement – means such additional agreement between Gulliver Pay Inc. and the Client setting out the terms of the Services to be provided including, but not limited to, details of the specific services provided and pricing.

Service Providers – means an entity that is providing Services to the Client under these terms. A Service Provider may be Gulliver Pay Inc. itself or other third-party.

These "General Terms and Conditions" are the basic rules for the relationship between Gulliver Pay Inc., and the customer (called "Client"). These rules cover how business works between the Client and Gulliver Pay Inc. and form part of the Service Agreements agreed between them.

These General Terms and Conditions shall be applicable in respect of all contractual relations established prior to and continuing on the date of entry into force of the General Terms and Conditions. If the General Terms and Conditions are in conflict with any Service Agreement that can be additionally concluded between Gulliver Pay Inc. and the Client, the provisions of the Service Agreement shall prevail.

The Client confirms that the General Terms and Conditions have been examined and agrees with them and undertakes to follow them at all times. Before using Gulliver Pay’s payment services, the Client has to read, understand and accept these rules, Gulliver Pay’s Privacy Policy, and other agreements that apply to Gulliver Pay's services and products.

The Client reserves the right to request a copy of the General Terms and Conditions or Service Agreement at any time by contacting Gulliver Pay using the contact details provided or by visiting the website at www.gulliverpay.co

Our services

Clients may get access to some or all of the Services depending on their individual profile.

The Services shall be rendered exclusively by our duly authorized Service Providers who possess the requisite licenses and approvals in accordance with the laws and regulations of the relevant jurisdiction. Our duly authorized Service Providers reserve the right to discontinue their service provision to Gulliver Pay in accordance with the terms outlined in the service agreements. Such actions may have an impact on the accounts of Gulliver Pay's clients. Gulliver Pay accepts no liability for any losses and damages that clients may incur in connection with any disruption of services and/or discontinuation of provided services.

Clients acknowledge and agree that, by receiving Services from Gulliver Pay, they may receive such Services through one or more Service Providers and may be required to enter into a direct contractual relationship with the relevant Service Provider on the terms set out in any applicable Service Agreement.

The appointment and allocation of any Service Provider in respect of any specific Service shall be determined exclusively by Gulliver Pay, in its sole and absolute discretion, taking into account, inter alia, the applicable licensing and regulatory requirements, the nature and scope of the Services, the Client's residence, domicile or jurisdiction, the relevant entities' risk appetite, internal policies, compliance considerations and any other legal, regulatory, commercial or operational factors deemed relevant by Gulliver Pay.

Gulliver Pay shall have the unrestricted right, at any time and without obtaining the Client's consent, approval or further instructions, to appoint, remove, replace, transfer or otherwise change any Service Provider and/or to reallocate the provision of any Services from one Service Provider to another, whether within Gulliver Pay or otherwise.

The Client expressly acknowledges and agrees that Gulliver Pay shall not be obliged to provide prior notice of any such change, transfer, replacement or reallocation. Without prejudice to the foregoing, the Client hereby irrevocably authorises Gulliver Pay, and grants Gulliver Pay full authority and discretion, to take any action Gulliver Pay deems necessary or desirable in connection with any such transfer or reallocation of Services, including, without limitation, the transfer, movement, withdrawal, remittance or re-registration of the Client's funds, assets, positions, accounts, records or holdings from one Service Provider, account, platform or entity to another, without the requirement for any further consent, authorisation or instruction from the Client. The Client further acknowledges and agrees that any such actions undertaken by Gulliver Pay shall be binding upon the Client and shall not constitute a breach of any duty owed to the Client, provided that Gulliver Pay acts in accordance with applicable laws and regulatory obligations.

Client Orders

The Client's orders must be clear and doable. The Client needs to confirm all actions done using their credentials or in the way Gulliver Pay asks (like signing a document). This confirmation means the Client agrees to the action taken. The Client sends orders electronically or in another way they agree with Gulliver Pay, using forms provided by Gulliver Pay (like logging into the Electronic Channels).

For any payment, the Client must give Gulliver Pay accurate, complete, and clear information. Gulliver Pay can also ask for more documents to follow the rules and its own procedures. The Client needs to get all necessary permissions and give Gulliver Pay the needed documents on time for the payment to be executed. Gulliver Pay shall allow the Client to make payments only if the people authorized by the Client are identified as per Gulliver Pay 's records, follow the signature rules, and the transaction limits set for the Client at that time.

Gulliver Pay can change payment limits, deadlines, exchange rates, or interest rates without warning, and the changes apply right away in the Electronic Channels. The limits of amounts for execution of Payment Operations set by Gulliver Pay, the cut-off times, the exchange rate or interest rate used by Gulliver Pay shall be subject to change without prior notice and shall be immediately applied and made available in the Electronic Channels.

The Client has to follow Gulliver Pay's security guidelines for protecting their Payment Accounts. Gulliver Pay won't be responsible for any losses or damages if the client does not follow the security guidelines published by Gulliver Pay. If the Client uses its Payment Account via Third Party Services (e.g. e-wallets) the Client must follow the security guidelines applicable to Third Party Service.

Transactions involving cryptocurrencies may not be executed in real time due to compliance procedures and reliance on third-party providers. The exchange rate applied to a cryptocurrency transaction will be the rate prevalent on the execution date of the order. We and our affiliates shall not assume any liability for losses incurred if the cryptocurrency transaction is executed at a less favorable exchange rate than the rate on the day of the order.

The Client acknowledges the inherent volatility of cryptocurrency markets and understand that exchange rates may fluctuate between the order placement and execution and the client remains responsible for staying informed about cryptocurrency market conditions and the Client shall understand that exchange rates may vary between the order placement and execution. We do not guarantee a specific exchange rate for cryptocurrency transactions, and any information provided about rates is indicative and subject to change. The execution date, for the purpose of determining the exchange rate, is the date on which the cryptocurrency transaction is successfully processed and confirmed by us. By engaging in cryptocurrency transactions on our platform, the Client acknowledges and accepts the terms outlined in this clause regarding transaction processing time and exchange rate determination. We reserve the right to amend the terms of this clause without prior notice to the Clients. Continued use of our services implies acceptance of any such amendments. By utilizing our services for cryptocurrency transactions, the Clients expressly agree to the terms outlined in this Cryptocurrency Transaction Processing and Exchange Rate Clause.

The Client acknowledges that any cryptocurrency wallet address provided in connection with the Services is made available solely to facilitate transactions within the Client's account and does not constitute a personal wallet or grant the Client independent control over any wallet infrastructure. All crypto-assets are held by the Service Provider on behalf of the Client and are recorded in the Client's account. The Client's entitlement to such crypto-assets is reflected solely in the Service Provider's internal records. The Service Provider may use regulated third-party providers to support the provision of the Services and safeguarding of the funds.

The Client understands that wallet addresses used for receiving funds may differ from those used for outgoing transactions. Such differences are operational in nature and do not affect the Client's entitlement to or the execution of transactions.

Restrictions on use of services

Gulliver Pay may choose not to carry out a Payment Order if there's a suspicion that the Client didn't authorize it properly or that the Client's security procedures were violated, infringed and/ or the Security Elements of the Payment instrument used were lost / stolen / disclosed to unauthorized persons / inadequately used. Gulliver Pay shall initiate any verification action in this respect, subject to the applicable legislation in the field. Gulliver Pay will only suspend its services upon a third party's request when mandated by legal provisions and according to the prescribed procedure. Gulliver Pay will reinstate the services upon receiving an official resolution from the relevant authority or a valid court decision.

Gulliver Pay shall have the right to block the Service if:

Gulliver Pay suspects the Client of money laundering, terrorist financing or other crime or illegal activity (e.g. fraud);
the Client has not submitted data or documents requested by Gulliver Pay in due time;
Gulliver Pay has become aware of any circumstances which have caused the necessity to examine the legal origin of the Client's funds or assets;
Gulliver Pay is notified of the Client's death;
according to Gulliver Pay 's opinion, freezing of an account is necessary in order to prevent damage to the Client, Gulliver Pay or a third person;
there is suspicion that the Client's Credentials have been used without the Client's consent or these are stolen;
there is suspicion that the Client's Credentials have been used to commit fraud.

Gulliver Pay will notify the Client when it rightfully declines to carry out a Payment Order. If feasible and not restricted by the law, Gulliver Pay will also provide the reasons and potential solutions. It's important to note that Gulliver Pay won't be held responsible for any outcomes resulting from the non-execution of a Payment Order due to the circumstances mentioned above. Additionally, Gulliver Pay cannot be held accountable for any harm caused by the blocking of the Client's Payment Account.

Prohibited Jurisdictions

Gulliver Pay will not carry any transactions to and from the following jurisdictions:

Afghanistan, American Samoa, Angola, Bangladesh, Belarus, Bolivia, Botswana, Brunei, Darussalam, Burkina Faso, Burundi, Cameroon, Central African Rep, Chad, Christmas Island, the Democratic Republic of Congo, Cuba, Djibouti, Equatorial Guinea, Eritrea, Ethiopia, Fiji, Gabon, Gambia, Gaza Strip, Ghana, Guinea, Guinea Bissau, Guyana, Haiti, Islamic Republic of Iran, Iraq, Jamaica, Kosovo, Lebanon, Libya, Malawi, Mali, Mauritania, Micronesia, Mozambique, Myanmar, Namibia, Nicaragua, Niger, Nigeria, Niue, North Korea, Pakistan, Palau, Papua New Guinea, Pitcairn, Russian Federation, Samoa, Sao Tome & Prin., Sierra Leone, Somalia, South Sudan, Sri Lanka, Sudan, Swaziland (Eswatini), Syria, Tanzania, Timor-Leste, Togo, Tokelau, Trinidad & Tobago, Turks & Caicos, Tuvalu, Uganda, Ukrainian territories of Crimea, Donetsk, Luhansk, Vanuatu, Vatican City State (Holy See), Venezuela, Western Sahara, Yemen, Zambia, Zimbabwe.

We reserve our rights to reject any transaction from or to a jurisdiction not explicitly specified in the current list.

Prohibited Businesses and Prohibited Business Activities

Gulliver Pay will not carry any transactions to and from the below types of business and any transactions related to the below business activities:

Sanctioned individuals and entities;
Businesses registered in Extra High-Risk countries (prohibited Jurisdictions);
Unlawful business (e.g. illegal business or when license or special permission is required and such is not in place);
Companies whose nature, structure or relationship make it difficult to identify the ultimate beneficial owner(s) of significant or controlling interests, including
clients that are corporations with the ability to issue bearer shares;
Business activities related to violent or obscene content production;
Business activities related to arms, weapons and other military products and services;
Anonymous or numbered account providers;
Cultural heritage, artifacts, antiques, or art dealers;
Financial services businesses that accept cash settlement or provide physical cash management services;
Human organs dealers and the like;
Lottery organisations;
Non-governmental charities and religious organisations;
Pyramid scheme type operations;
Sellers, producers, or distributors of any material that incites discrimination, sedition, or other offensive material;
Shell banks or shell companies; and
Any activity that requires licensing from a domestic regulator where the customer is unlicensed including, without limitation, unlicensed financial institutions, company service providers, law firms, accounting firms, loans companies, real estate services providers and so on.
Crypto-currency mixing activities;
Business activities related to nuclear material and nuclear power;
Prostitution / escort;
Unregulated casinos or gambling activities.

We reserve our rights to decline any transactions involving businesses or activities not explicitly specified in the current list.

Security and Fraud Protection

The Client is responsible for safeguarding the Security Elements associated with electronic Payment instruments used for conducting transactions. To ensure their security and prevent fraud or unauthorized use, the Client must take all necessary precautions, to safeguard the security elements. Any consequences arising from the Client's improper use of communication and data transfer methods or electronic Payment Operations will be entirely the Client's responsibility and at their own risk.

Gulliver Pay strongly advises Clients to take reasonable precautions in ensuring the security of their Payment instruments, tools, and devices used for making payments. This includes the following practices:

Creating robust and secure passwords.
Safeguarding passwords and credentials by using Password Managers or other secure storage methods.
Avoiding the sharing of login and authorization credentials with others.
Recommending the use of team member access and permissions to grant access and issuing individual credentials for any other authorized users of Payment instruments.

Clients should refrain from actions that could enable unauthorized access to payment tools, such as:

Writing down credentials in an easily noticeable manner.
Granting access to devices where credentials are stored or easily accessible.

Periodically, Gulliver Pay will communicate with Clients to provide reminders and advice on how to enhance the security of their accounts. The Client is required to promptly inform Gulliver Pay in the event they discover the loss, theft of their Security Elements, unauthorized use of their Payment instrument, or any other unauthorized transactions on their account. This notification should be made through the contact options provided by Gulliver Pay. Until Gulliver Pay receives this notification, the Client will be held fully responsible and will be responsible for any losses or damages incurred due to unauthorized Payment Operations resulting from any of the mentioned situations.

Upon receiving notification from the Client and in situations where there are valid security concerns related to the Payment instrument or suspicion of unauthorized or fraudulent use, Gulliver Pay will take the necessary action to block the Payment instrument. During this period, Gulliver Pay will not be held responsible for any losses incurred by the Client due to inappropriate use of the instrument.

This responsibility lies with the Client until the notification is received by Gulliver Pay or until Gulliver Pay takes action to block the Payment instrument based on its decision. The Client will be responsible for any losses stemming from unauthorized Payment Operations resulting from the use of a lost or stolen Payment instrument, as well as losses arising from unauthorized use of the Payment instrument in cases where the personalized Security Elements were not kept secure, up until the moment when the notification is made.

Gulliver Pay will promptly inform the Client if there is suspicion of fraud, actual fraud, or if there are security threats related to a service and/or Payment Instrument, following its internal procedures. Gulliver Pay will also inform the Client about the reasons for blocking a Payment Instrument unless disclosing such information would jeopardize legitimate security concerns or is prohibited by other applicable legal regulations. As per legal requirements, Gulliver Pay may employ various communication methods to notify the Client in the event of any payment service becoming unavailable.

Gulliver Pay employs the latest online security measures to ensure the protection of the Customer's personal information and privacy. Gulliver Pay reserves the right, at any time and in its sole and absolute discretion, to require the Client to verify their identity, authority, instructions and/or access rights through any security, authentication or verification procedures deemed appropriate by Gulliver Pay from time to time. Such procedures may include, without limitation, the provision of personal or account information, responses to security questions, partial passwords or passcodes, biometric verification, one-time passwords, authentication codes, Two-Factor Authentication ("2FA"), or any other security credentials, devices or verification methods required by Gulliver Pay. Gulliver Pay may, without liability, refuse, suspend, delay, restrict or block any instruction, transaction, communication, access request or Service where the Client fails, refuses or is unable to satisfy any verification or authentication requirements to the satisfaction of Gulliver Pay.

The Client acknowledges and agrees that Gulliver Pay may utilise Electronic Channels, automated systems and electronic means for the provision of Services and communications with the Client. Gulliver Pay shall maintain electronic records, logs and evidence of all communications, instructions, transactions, access requests and activities conducted through any Electronic Channels, including the relevant timestamps and associated technical data. Such records and data shall, save in the case of manifest error, constitute conclusive and binding evidence of the relevant communications, instructions, transactions and activities.

Gulliver Pay implements such security protocols, encryption technologies, cybersecurity measures and internal safeguards as it considers appropriate for the protection, integrity and operation of its systems, platforms, websites and Electronic Channels.

Notwithstanding the foregoing, the Client acknowledges that no electronic transmission, system or communication network is entirely secure or free from interruption, interception, corruption, delay, malware, cyberattack, unauthorised access or operational failure and Gulliver Pay does not warrant that any Electronic Channels or systems will remain continuously available, secure or error-free.

Where made available or required by Gulliver Pay, the Client shall activate and use 2FA and any additional security or authentication mechanisms specified by Gulliver Pay from time to time. All authentication credentials, passwords, codes, devices and security procedures shall be kept strictly confidential by the Client and shall be used solely by the Client or its duly authorised representatives. The Client shall be fully responsible and liable for any use, misuse or compromise of such credentials or security procedures, whether authorised or unauthorised.

The Client shall notify Gulliver Pay immediately upon becoming aware of any suspected or actual unauthorised access, security breach, compromise of credentials, suspicious activity or receipt of authentication requests or codes not initiated by the Client. Gulliver Pay shall not be liable for any losses, damages, liabilities, costs or claims arising from the Client's failure to comply with its security obligations.

Gulliver Pay reserves the right, at any time and without prior notice, to monitor, review, screen, intercept, delay, reject, suspend, block, freeze or investigate any account, instruction, transaction, communication or activity for the purposes of preventing or detecting fraud, cybercrime, phishing, malware attacks, sanctions breaches, money laundering, terrorist financing or any unlawful, suspicious, fraudulent or unauthorised activity, or for any legal, regulatory, compliance, operational or risk- management purpose. Gulliver Pay may utilise automated systems, transaction-monitoring systems, fraud-detection tools, artificial intelligence solutions and any other security or compliance measures it deems appropriate.

The Client acknowledges and agrees that such measures may result in delays, restrictions, suspensions, rejections or refusals relating to transactions, instructions, accounts or Services and Gulliver Pay shall bear no liability whatsoever for any direct or indirect loss, damage, cost or inconvenience arising therefrom where acting in good faith or in compliance with applicable laws, regulations or internal policies.

Gulliver Pay shall comply with all applicable laws, regulations, sanctions regimes, embargoes, court orders, regulatory requirements and directives of governmental, regulatory, supervisory, enforcement or competent authorities in any applicable jurisdiction. Gulliver Pay shall be entitled, without notice and at its sole discretion, to refuse, suspend, delay, block, freeze, reverse or terminate any payment, transaction, instruction, account, relationship or Service where Gulliver Pay considers such action necessary or desirable for legal, regulatory, compliance, investigatory, security or risk-management purposes.

Without limitation to the foregoing, Gulliver Pay may conduct investigations, enhanced due diligence procedures and verification checks in relation to the Client, any beneficial owner, authorised representative, source of funds, source of wealth, counterparties, recipients, transactions or any related activity or circumstance. Gulliver Pay may require the Client to provide any information, documentation or evidence requested by Gulliver Pay within such timeframe as Gulliver Pay may specify. Pending completion of any investigation or verification process to Gulliver Pay 's satisfaction, Gulliver Pay may withhold, block, freeze, refuse, reverse or delay any transaction, payment or access to funds or Services. To the fullest extent permitted by applicable law, Gulliver Pay shall not be obliged to disclose the existence, nature, scope or reasons for any such investigation, monitoring activity, restriction or action.

Limits on and restrictions of use of Services

Gulliver Pay reserves the unrestricted right, at any time and in its sole and absolute discretion, to impose, amend, reduce, suspend or remove any transaction limits, account thresholds, usage restrictions, operational parameters or access conditions applicable to any Client, account, product or Service. Gulliver Pay shall further be entitled, at its sole discretion and without liability, to suspend, restrict, discontinue, withdraw, deactivate or terminate any Service, functionality, product, transaction type or access channel provided to the Client, whether temporarily or permanently.

Such actions may be taken by Gulliver Pay for any reason whatsoever that Gulliver Pay considers relevant, appropriate or necessary, including, without limitation, changes to the Client's risk profile, compliance status, jurisdiction, transactional behaviour, financial standing, source of funds, regulatory considerations, internal policies, operational requirements, security concerns, risk appetite or for any legal, commercial, reputational or risk-management purpose. Gulliver Pay shall have no obligation to disclose, justify or explain to the Client the reasons for any such action and may exercise such rights without prior notice, warning, consent or further communication to the Client.

The Client acknowledges and agrees that Gulliver Pay shall bear no liability whatsoever for any direct, indirect, consequential, incidental or special loss, damage, expense, delay, loss of opportunity, business interruption or claim suffered or incurred by the Client or any third party arising out of or in connection with the imposition of limits, restrictions, suspensions, refusals, discontinuations or terminations pursuant to this clause, provided that Gulliver Pay acts in accordance with applicable laws and regulatory obligations. Subject always to Gulliver Pay 's sole and absolute discretion and any applicable legal, regulatory, compliance and risk-management requirements, the Client may submit a request for the increase, amendment or removal of any applicable limits or restrictions in accordance with such procedures, conditions and requirements as Gulliver Pay may determine from time to time. Gulliver Pay shall have no obligation to approve any such request and may accept or reject the same, in whole or in part, without providing reasons.

Prevention of money laundering and terrorism financing

Gulliver Pay consistently adheres to its Know-Your-Customer (KYC) principles when establishing and maintaining a business relationship with the Client. According to these principles, the Client's identity must be verified, and the suitability of transactions must be evaluated based on the Client's primary business and historical transaction patterns.

Gulliver Pay reserves the right to request additional information, such as documents supporting specific transactions, from the Client to fulfill its obligations in preventing money laundering. This additional information may encompass details about the Client's ownership and ultimate beneficiaries, business activities, contractual partners, transaction volume, the proportion of cash versus non-cash transactions, transaction frequency, and more.

The Client agrees to promptly provide all necessary information and documents requested by Gulliver Pay, without undue delay, to comply with these requirements. If the Client fails to submit the requested documents and relevant information, irrespective of previous requests, Gulliver Pay may consider it a significant breach of the Service Agreement. Consequently, Gulliver Pay may terminate the Service Agreement and any other agreements forming the basis of the business relationship without prior notification. To adhere to Anti-Money Laundering ( AML) legislation, Gulliver Pay will retain all documents, including the Client's personal data and account information, for a period of five years following the termination of services provided by Gulliver Pay.

Restricted activities

The Client shall not, whether directly or indirectly, use, access or permit the use of any Electronic Channels, accounts, products or Services provided by Gulliver Pay in connection with any unlawful, fraudulent, abusive, unauthorised or prohibited activity. Without limitation to the generality of the foregoing, the following activities are strictly prohibited:

the use of the Services in connection with any illegal, unlawful, fraudulent or prohibited goods, services, transactions or activities, including without limitation stolen goods, counterfeit products, illicit digital or virtual assets, unauthorised intellectual property, or any products or services prohibited under applicable laws or regulations;
entering into, facilitating, processing, receiving or executing transactions involving any individual, entity, jurisdiction, organisation or beneficial owner that is subject to sanctions, embargoes, restrictive measures, watchlists or prohibitions imposed by any governmental, regulatory or competent authority, including without limitation sanctions administered by the United Nations, European Union, United Kingdom, United States Office of Foreign Assets Control (OFAC) or any other applicable authority;
any act, omission, conduct or attempted conduct which violates, circumvents or results in a breach of any applicable law, statute, regulation, directive, ordinance, court order, regulatory requirement, licence condition or legal obligation in any relevant jurisdiction;
any act, omission or conduct which is fraudulent, misleading, deceptive, abusive, dishonest, undertaken in bad faith, or otherwise prejudicial to the integrity, security, reputation or legitimate interests of Gulliver Pay;
any breach or attempted breach of these General Terms and Conditions, any policies, procedures, requirements or instructions issued by Gulliver Pay from time to time, or any misuse, interference with or unauthorised access to the Electronic Channels, systems or Services of Gulliver Pay.

Gulliver Pay reserves the right, at any time and without notice, to investigate, monitor, suspend, reject, block, freeze, reverse or terminate any account, transaction, instruction, relationship or Service where Gulliver Pay suspects, determines or considers, in its sole discretion, that the Client may have engaged in, attempted to engage in, or facilitated any prohibited activity. Gulliver Pay shall further be entitled to report any such activity to any competent authority, regulatory body, law enforcement agency or third party as Gulliver Pay deems appropriate or as required by applicable law or regulation.

The Client acknowledges and agrees that Gulliver Pay shall bear no liability whatsoever for any loss, damage, delay, restriction, suspension or termination arising out of or in connection with the exercise of Gulliver Pay 's rights under this clause.

Product and Service fees

Gulliver Pay shall have the right to receive and the Client shall be obliged to pay for the rendered Service fees, established in the General Terms and Conditions. The pricing of services will be communicated and mutually agreed with the client subsequent to the approval of the client's application by the compliance department. We retain the right to unilaterally modify the Pricing, including altering the amount, frequency, or time frames for the payment of any fees and/or charges associated with the provided services. Gulliver Pay will provide the Client with notification of these changes at least 5 (five) Business Days prior to the implementation of the new or amended Pricing. Any applicable fees owed by the Client will be deducted from the account balance. The Client shall be obliged to keep a sufficient amount of money on the Payment Account so that Gulliver Pay can debit the Payment Account with all service fees and other sums and arrears payable. If Payment Account as a consequence of any action undertaken by the Client has a negative balance, the Client shall immediately without requirement of any notification from the side of Gulliver Pay correct such balance, so it would be more or equal to zero. Gulliver Pay may send notifications or take any other reasonable actions to recover such negative balance from the Client, including but not limited to employing debt collection services or instituting a legal action. Gulliver Pay may charge the Client for reasonable costs incurred subsequently to any measures undertaken in this respect. All of the fees are non-refundable and all the fees payable to Gulliver Pay are in EUR.

The fee structure for our Services may vary among our clientele. The fee schedule is designed for each client individually and it is tailored to their needs, and their risk profile.

Termination of the business relationship

The Client has the option to terminate the business relationship at any time by providing notice to Gulliver Pay.

Gulliver Pay also has the right to terminate the business relationship with two (2) months' notice for its convenience.

Furthermore, Gulliver Pay may terminate the business relationship and this agreement with immediate effect, without specifying the reason, in the following circumstances:

When Gulliver Pay suspects the Client of being involved in money laundering or terrorist financing.
If the Client submits incorrect, misleading, or insufficient information or documents to Gulliver Pay or refuses to provide requested information or documents in a timely manner.
If Gulliver Pay suspects the Client of engaging in restricted, prohibited, or other illegal activities while using the Services.
When the Client intentionally or due to negligence fails to fulfill obligations outlined in these General Terms and Conditions.
If Gulliver Pay is legally obligated or directed to terminate the relationship by any competent court, governmental authority, public agency, or law enforcement agency.
If the Client has not utilized the Payment Account (i.e., initiated payment transactions) for 180 consecutive calendar days.

Upon the termination, closure, suspension or cessation of the Client relationship, account and/or any Services for any reason whatsoever, Gulliver Pay shall remain entitled and authorised to retain, store, process and maintain all Client data, records, documentation, communications, transaction information, due diligence materials and any other information or materials relating to the Client, the account and the Services for such period as Gulliver Pay deems necessary or appropriate in order to comply with any applicable laws, regulations, regulatory obligations, legal processes, internal compliance requirements, risk-management procedures or legitimate business purposes.

Without limitation to the foregoing, the Client acknowledges and agrees that Gulliver Pay shall retain all relevant records, data and documentation in accordance with applicable anti-money laundering, counter-terrorist financing, sanctions, tax, accounting, regulatory and record-keeping legislation and requirements in any relevant jurisdiction, including any mandatory statutory retention periods imposed by competent authorities.

Gulliver Pay shall further be entitled to retain such information for the purposes of fraud prevention, dispute resolution, enforcement of contractual rights and obligations, regulatory investigations, audit requirements, legal proceedings, evidentiary purposes and the establishment, exercise or defence of legal claims.

The Client expressly acknowledges and agrees that the termination of the relationship with Gulliver Pay, or the closure of any account or discontinuation of any Service, shall not require Gulliver Pay to immediately delete, erase or destroy any Client data or records where Gulliver Pay is required or entitled to retain such information pursuant to applicable law, regulation or legitimate operational and compliance requirements.

Suspending the use of Services

Gulliver Pay reserves the right to change, suspend or discontinue any aspect of the Services at any time, including, but not limited to hours of operation or availability, Third Party Services, or any feature, without any notice and not subject to any liability. Where it is possible Gulliver Pay shall notify Client in a timely manner regarding such change, suspension or discontinuance of any aspect of Services.

Responsibility for loss or damage

To the fullest extent permitted by applicable law, Gulliver Pay shall not be liable to the Client or to any third party for any loss, damage, liability, cost, expense or claim of any nature whatsoever arising out of or in connection with the provision, use, suspension, restriction or termination of any Services, Electronic Channels, accounts, transactions or relationship with Gulliver Pay, except to the extent such loss or damage is directly caused by Gulliver Pay's gross negligence, wilful misconduct or fraud, as finally determined by a court of competent jurisdiction.

Without limitation to the foregoing, Gulliver Pay shall not be liable for any indirect, consequential, incidental, punitive or special damages, including without limitation loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss of data, business interruption or reputational damage, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if Gulliver Pay had been advised of the possibility of such loss or damage.

Gulliver Pay shall bear no responsibility or liability for any loss, delay, damage or failure arising directly or indirectly from:

any act, omission, default, insolvency or failure of any third-party service provider, intermediary, payment service provider, banking institution, custodian, correspondent bank, network operator or other third party;
any interruption, malfunction, unavailability or failure of any Electronic Channels, software, hardware, telecommunications systems, internet connectivity or external infrastructure;
any cyberattack, hacking incident, malware, phishing attack, unauthorised access, security breach or fraudulent activity not directly caused by Gulliver Pay's gross negligence or wilful misconduct;
any delay, refusal, freezing, blocking, reversal or rejection of transactions or Services resulting from compliance with applicable laws, regulations, sanctions, court orders, regulatory requirements or internal compliance and risk- management procedures; any incorrect, incomplete, fraudulent or misleading instruction, information or documentation provided by the Client or any authorised person;
any event, circumstance or cause beyond Gulliver Pay's reasonable control, including without limitation acts of God, war, terrorism, civil unrest, strikes, pandemics, governmental actions, power failures, system outages or market disruptions.

The Client shall remain fully responsible and liable for all instructions, transactions, activities and use of the Services carried out through the Client's accounts, credentials, devices or Electronic Channels, whether authorised by the Client or resulting from the Client's failure to maintain adequate security, confidentiality or control over access credentials, authentication methods or systems.

The Client agrees to indemnify, defend and hold harmless Gulliver Pay, its affiliates, directors, officers, employees, agents, service providers and representatives from and against any and all liabilities, losses, damages, claims, actions, proceedings, penalties, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with: (i) any breach by the Client of these Terms and Conditions; (ii) any unlawful, fraudulent or improper use of the Services; (iii) any violation of applicable laws or regulations by the Client; or (iv) any act or omission by the Client causing loss or damage to Gulliver Pay or any third party.

Nothing in these General Terms and Conditions shall exclude or limit any liability which cannot lawfully be excluded or limited under applicable law.

No warranty

Gulliver Pay's Services are offered on an "as is," "as available" basis, and without any express, implied, or statutory representations or warranties. Gulliver Pay does not guarantee uninterrupted or error-free Services, except where such guarantees are mandated by law.

Gulliver Pay is not a banking institution therefor no deposit guarantee scheme applies to the accounts opened within Gulliver Pay. However, Gulliver Pay ensures that Clients' funds are kept safe for the benefit of Gulliver Pay's Clients.

Severability

Each section, clause, and provision of these General Terms and Conditions operates independently. If any section, clause, or provision violates the laws of any country, state, province, sovereignty, or government where these General Terms and Conditions are in effect, it shall be considered separable in that jurisdiction and shall not impact the validity of any other section, clause, or provision herein. If a court or relevant authority determines that any section, clause, or provision is in violation, the remaining clauses, sections, and paragraphs will continue to be fully effective, preserving their intended rights and obligations.

Settlement of complaints

The Client may submit a complaint, in regards to any of the products, services or actions of Gulliver Pay directly to Gulliver Pay by email to: support@gulliverpay.co

Safeguarding under the Retail Payment Activities Act (Canada)

To the extent that Gulliver Pay Inc acts as the Service Provider and the Services fall with the scope of the safeguarding rules set out in the Retail Payment Activities Act (Canada) (the "RPAA") apply in respect of end user funds (as defined in the RPAA) held for a Client (the "RPAA Funds", the following provisions will apply:

Gulliver Pay Inc will hold the RPAA Funds in trust as set out in this section (the "RPAA Trust") for the Client, as beneficiary. Notwithstanding anything to the contrary in these Terms and Conditions (including the RPAA Trust Terms), Gulliver Pay Inc is bound by the requirements of the RPAA. Any provision inconsistent with the RPAA will be void ab initio to the extent of such inconsistency.

As soon as Gulliver Pay Inc receives any RPAA Funds, Gulliver Pay Inc will deposit and hold them in a trust account that is compliant with the requirements of the RPAA (a "Designated Trust Account").

Only the Client's RPAA Funds and those of other end users may be deposited in a Designated Trust Account. Gulliver Pay may maintain the Client's RPAA Funds and those of other end users in a pooled trust account.
Gulliver Pay may charge its expenses in respect of the RPAA Trust from the Client's RPAA Funds (including reasonable out-of-pocket expenses and accountants, bookkeepers, and other professionals or agents). Gulliver Pay Inc may also set off any other amounts owing to Gulliver Pay by the Client from the Client's RPAA Funds.
Gulliver Pay will not permit the financial institution maintaining the Designated Trust Account any right of set-off as against the RPAA Funds.
The RPAA Funds are not the beneficial property of Gulliver Pay. Gulliver Pay will not pledge or otherwise encumber the Designated Trust Account or the RPAA Funds. The RPAA Funds will not form part of the estate of Gulliver Pay, including in respect of any insolvency, bankruptcy, assignment for creditors, or other similar process.
The Client will not have a banking relationship with the financial institution operating the Designated Trust Account and will have no interaction with such financial institution. The financial institution has no obligation to the Client.
Gulliver Pay may invest the RPAA Funds in the Designated Trust Account in an interest- or income-bearing financial product, provided that such a product may not put the RPAA Funds at risk. Any interest or income earned may be paid to Gulliver Pay to an account in the name of Gulliver Pay Inc and of which Gulliver Pay is the beneficial owner.

Gulliver Pay will release the RPAA Funds when required under this agreement or if required under the RPAA.

In addition to the general powers of the trustee and the specific powers provided herein, Gulliver Pay has the power and authority to administer the RPAA Trust to the same extent as an individual could if such individual were the sole owner of the RPAA Trust. Gulliver Pay’s powers as trustee include, but are not limited to:

Gulliver Pay may act on the written opinion or advice obtained from any lawyer, chartered professional accountant or other professional, and Gulliver Pay Inc will not be responsible for any loss, depreciation or damage occasioned by acting or not acting in accordance therewith provided that Gulliver Pay act in good faith.
Gulliver Pay may pay or withhold any amounts required in respect of the RPAA Funds under the Income Tax Act and any other applicable tax legislation and may make such filings as are required and such elections as Gulliver Pay deems appropriate.
Gulliver Pay will keep or cause to be kept accurate accounts of its trusteeship as required under the RPAA. Gulliver Pay may outsource the keeping and/or audit of such accounts.
The approval of the accounts in writing by a chartered professional accountant appointed by Gulliver Pay will constitute a full discharge with respect to all matters dealt with in the accounts and will be binding upon all persons at any time beneficially interested in the RPAA Trust as if the same had been audited and passed before the courts.
Gulliver Pay is exonerated from any responsibility or liability to the Client for loss or damage to the Trust or to any part thereof through a good faith exercise by Gulliver Pay of any power conferred on Gulliver Pay by this agreement or by any statute or law.
Unless otherwise required by law, Gulliver Pay will not be required to give bond, surety or security in any jurisdiction for the performance of any duties or obligations hereunder.

Gulliver Pay may terminate the RPAA Trust at any time. If Gulliver Pay wishes to terminate the RPAA Trust while holding the Client's RPAA Funds, Gulliver Pay must first transfer the Client's RPAA Funds to another trust or arrangement whereby the RPAA safeguarding requirements are met.

Final provisions

All services provided by us are subject to these Terms and Conditions as well as the applicable terms and conditions of our service providers. By using our services, you agree to be bound by both our terms and the terms of our providers, including but not limited to the Terms of Use available at Terms of Use | Rail Legal Hub. You acknowledge that these terms govern your use of the services and may be updated from time to time.

If any provision or part of these General Terms is determined to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be valid and binding on the Parties.

Any dispute or claim arising out of or in connection with these General Terms shall be governed by and construed in accordance with the laws of Canada. However, in the event that the law of the jurisdiction of the third-party service provider prohibits such governance, these terms shall be subject to the laws of the jurisdiction of the third-party provider.

Service Providers

Gulliver Pay Inc (registered as a Payment Service Provider with the Bank of Canada)

Regulatory Notice

Until the ongoing review by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) has been concluded and Gulliver Pay Inc. has resumed its operations, including above said services and Gulliver Pay Inc. will not accept, process or approve any new customer applications or onboarding requests. Any application submitted during this period may be declined, placed on hold or remain unprocessed until such time as the regulatory review has been finalised and Gulliver Pay Inc. has formally resumed normal operations.

This temporary measure does not affect the safeguarding of existing client funds or the Company's obligations in respect of funds already held, which shall continue to be managed in accordance with the applicable contractual terms and regulatory requirements.