Latest update: 01/03/2023
1. SERVICES PROVIDED
1.1 These Terms and Conditions govern the services provided to you by Pemo Payments Service Provider L.L.C., referred as "Pemo", "us" or "we", on Pemo’s Web and Mobile applications (the “Platform”) (the “Services”).
Pemo Payments Service Provider L.L.C. is a private limited company incorporated in the United Arab Emirates with registered number 1081638 and registered address at office no. 09-124, 8th & 9th Floor, The Office 4, We Work, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates.
1.2 By signing up for our Services, or by downloading, installing or otherwise accessing or using the Services, you agree that you have read, understand, and accept the terms and conditions described below (the "Terms and Conditions") and you agree to be bound by these Terms and Conditions and all terms, policies and guidelines incorporated in the Terms and Conditions by reference including our Privacy Policy.
1.3 We provide some or all of the following Services:
1.4 You acknowledge and agree that we are not an accounting service and, whilst we strive to attain extremely high levels of service, we cannot guarantee the accuracy or correctness of our automated services such as expense categorization, receipt collection and data export to accounting systems. You agree that you will manually check the accuracy and correctness of such services before using this data.
1.5 By agreeing to these Terms and Conditions, you acknowledge and agree that:
Should we decide to suspend or discontinue some or all of our Services, you will, however, be offered a 30 day notice allowing you to collect your data.
1.6 The Services are not directed to individuals under the age of eighteen (18). You may not use the Services if you are under eighteen (18) years of age.
2. SUBSCRIPTION TERMS
2.1 The amount of payment billed will vary depending on the number of users and which Services you request. You will be billed periodically via any billing method that we may from time to time decide to implement. Billing cycles can be monthly, quarterly or yearly. Should automatic billing fail to occur for any reason, we will contact you. Thereafter you must provide a valid payment method within 5 business days. Should you fail to pay or to correct your billing details within such a period, we reserve our rights to suspend the Service and recover any outstanding debt or due payment directly from you or via a third party collection service.
2.2 We may at our sole discretion change the fees and charges in effect or add new fees and charges from time to time, however you will be notified 30 days in advance if regular charges increase and be given the option to opt out of the Service.
2.3 You may cancel your account at any time. If you cancel your Pemo account, your recurring billing schedule will be ended and no cancellation fee shall be levied, however, you will be charged for the month of your cancellation, any outstanding months for which payment has not been received and/or the remainder of the months, if any.
2.4 Once an invoice is paid or a billing charge levied we are unable to issue a refund.
3. YOUR PEMO ACCOUNT
3.1 Only businesses and individuals conducting a legitimate business activity are eligible to apply for an account with us on our Platform (a "Pemo Account") and use the Services described in these Terms and Conditions, and you may only use the Services for legitimate transactions. You confirm you are an authorised signatory for the business you represent. You are fully responsible for all activity that occurs under your Pemo Account, including for any actions taken by persons to whom you have granted access to the Pemo Account either knowingly or unknowingly.
3.2 To register for a Pemo Account, you or the person or people submitting the application (your "Representative") must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about your business that we may require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, directors, and your Pemo Account administrator. You must use your and your business’ true and accurate name when signing up for a Pemo Account. Until you have submitted, and we have reviewed and approved, all required information, your Pemo Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
3.3 Your Pemo Account may include an account set up with Pemo’s banking partners to hold funds associated with your Pemo Account (the “Payment Account”)
4. SECURITY AND ACCEPTABLE USE OF YOUR PEMO ACCOUNT
4.1 You are responsible for ensuring that the username and password to your Pemo Account are kept securely and that all Instructions, notices and documents provided to us are complete, accurate and properly initiated by your representatives.
4.2 You acknowledge and accept that any limitation or impairment in your ability to use, access and operate the Pemo Account or any Services may be due to factors outside the control of Pemo. This includes acts of third parties who are not acting on behalf of Pemo, technical conditions of the internet that cannot be influenced by Pemo, and force majeure events. The hardware, software and any other technical infrastructure that you use can also influence your ability to use, access and operate the Account or any Services. You acknowledge and accept that your usage of any such hardware, software and any other technical infrastructure shall be at your own risk. You further agree to abide by our ‘Terms of Use’ and ‘Acceptable Use Policy’ as published on the Platform.
4.3 You shall, under no circumstances and whether with or without your knowledge, use or allow the use of your Pemo Account to effect any transaction which would contravene the laws of any jurisdiction. You also agree not to use funds or authorise the use of funds in the Account to pay debts incurred from online gambling, wagering, betting or other unlawful activities, or in countries subject to sanctions (which mean any economic sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time).
4.4 You are fully responsible for ensuring that you only authorise or make payments from your Pemo Account to persons or entities in connection with commercial transactions in compliance with applicable laws and regulations. At no time and under no circumstances shall you use the Pemo Account or any Service in connection with any illegal activities including but not limited to sanctions, money-laundering, fraud and the funding of terrorist organisations. If you are in doubt as to the legality of a supply or purchase or the legality of any funds, you should not continue with, permit or facilitate such transaction.
4.5 We reserve the right to terminate, freeze, suspend or restrict your Pemo Account without any reason or notice. We may immediately terminate, freeze, suspend or restrict your Account at any time without giving you notice or without giving any reason if:
4.5.1 any law or regulation which we have to keep to makes it illegal to maintain or allow you to continue to use your Pemo Account;
4.5.2 we decide or have reason to suspect that the Pemo Account is being used for or in connection with any fraudulent or illegal activities or transactions (including gambling, money laundering, funding terrorism, or tax evasion);
4.5.3 we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in your organisation or your management team or between your directors, shareholders, authorised signatories or your partners;
4.5.4 we receive Instructions from your Representatives or any of your directors or partners (whether or not the director or partner is an authorised representative or user) which contradict your Instructions; or
4.5.5 you fail to keep to any part of these Terms and Conditions.
Where we are allowed under relevant laws and regulations, we will tell you we have terminated, froze, suspended or restricted your Pemo Account as soon as we can.
4.6 When your Pemo Account is terminated or suspended, we will automatically end all Services in connection therewith.
5. ANTI-MONEY LAUNDERING AND KNOW-YOUR-CLIENT CHECKS
5.1 In order to enable Pemo to comply with anti-money laundering and counter terrorist financing laws, guidelines and regulations and such other know-your-client and compliance requirements of Pemo’s partners and Affiliates (“KYC Requirements”), Pemo will require information about the your identity, business, directors, officers, shareholders, employees, customers, suppliers and/or sources of funds (“KYC Information”) from time to time. You undertake to:
5.1.1 on request by Pemo, promptly provide such KYC Information and such additional information and supporting documentation as Pemo may reasonably determine is necessary to ensure full compliance with all KYC Requirements; and
5.1.2 promptly provide Pemo with written notice of any change to any KYC Information and supporting documentation and evidence of any change.
5.2 You warrant to Pemo that all KYC Information provided by you is correct, complete, authentic and up-to-date.
5.3 By accepting these terms and conditions, you hereby agree and consent that Pemo may run further checks on your identity, creditworthiness and other background information by contacting and consulting relevant registries, credit bureaus and government authorities as Pemo may select in its sole discretion.
6. PAYMENT ACCOUNT - INSTRUCTIONS
6.1 “Instruction” shall mean a notice, request, document or such other form of communication given by you or your Representative relating to your Payment Account or any Service (as applicable), including without limitation an authorisation or request for making a payment using funds standing to the credit of your Payment Account, which (i) contains the information required by Pemo to enable Pemo to give effect to the communication or request; (ii) is received by Pemo in writing, by facsimile, tested or untested telex, SWIFT, telephone or via the Platform or such of electronic instruction system or such other means as may be notified to you by Pemo; and (iii) Pemo believes in good faith to have been given by you or your Representative.
6.2 Any Instruction relating to the operation of your Payment Account must be directed to or via Pemo unless otherwise notified to you.
6.3 When you use your Payment Account, you are authorising Pemo to act as your agent in communicating information and instructions with respect to sending and/or receiving funds with or via Dapi’s banking APIs and/or Nymcard, and/or any future partner (please note, henceforth “Dapi’s banking APIs and/or Nymcard and/or any future partner” will be mentioned conjointly as “our Networks”).
6.4 You may, subject to the terms and conditions of these Terms and Conditions, give Instructions to Pemo to:
6.4.1 make payments out of your Payment Account using such channels, payment gateways and methods as may be available on the Platform from time to time;
6.4.2 effect foreign currency transactions on your Payment Account such using channels, payment gateways and methods as may be available on the Platform from time to time; and
6.4.3 accept and act on Instructions from such party, whether or not related to or employed by your company or business, relating to the operation of your Payment Account.
In relation to the foregoing, you authorise and agree that Pemo shall be entitled to send and disclose such Instructions from you to our Networks and such other Affiliate(s) or party(ies) for the purposes of effecting your Instructions.
6.5 Pemo shall be entitled to rely on any Instruction, notice, certificate, report or document believed by it to be genuine and correct, and shall be under no duty to inquire into or investigate the validity, accuracy or content of any such Instruction, notice, certificate, report or document.
6.6 Notwithstanding anything else herein contained, Pemo may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. In the event that Pemo receives Instructions which, in its opinion, are unclear or conflicting or which conflict with any of the provisions of these Terms and Conditions, it shall be entitled to refrain from taking any action until it receives such confirmations and clarification from the Customer to its satisfaction.
6.7 We shall have the right to determine the order of priority in effecting the Instructions and any other existing arrangements which you have made with us.
7. TRANSACTION SCREENING
7.1 You agree and accept that Pemo and/or its Networks may take such steps and require such information from you as Pemo deems necessary to:
7.1.1 verify and authorise the source of funds in your Payment Account or to be credited to your Payment Account;
7.1.2 verify and authorise the identity and location of the recipient of the funds to be debited from your Payment Account; and/or
7.1.3 verify the purpose of any other transaction relating to your Payment Account and/or the Service that you wish to use,
in each case when you operate or attempt to operate your Payment Account and when you use any of the Services.
7.2 Any transaction screening and verification check that we (and, if applicable, Pemo’s Networks) perform may increase the time it takes to process your Instruction. Whilst we shall endeavour to limit any such delay to 48 hours or two business days, you agree and accept that Pemo shall not be responsible or liable to you or any party for any losses, claims, damages, fees, costs, expenses or delays that may arise in connection with any such transaction screenings and verification checks.
8. AVAILABILITY OF FUNDS
8.1 If payment into your Payment Account is made by any method which needs clearing and settlement, or through domestic or international transfer of funds, your Payment Account will not be credited before our Networks actually receive the funds. You shall not have any right to or interest in any incoming funds into your Payment Account until our Networks receive them in cleared funds.
8.2 If Pemo’s Networks credit your Payment Account in contemplation of receiving funds for your credit and those funds are not actually received by our Networks, or on the faith of a transaction which is subsequently set aside or revoked, or if our Networks do not receive funds for your credit for value on the date advised by or on your behalf, Pemo’s Networks shall be entitled to debit your Payment Account with the amount previously credited together with any other charges and fees as Pemo may impose.
8.3 Pemo’s Networks reserve the right not to accept, and to return without interest to the remitter of funds, the amounts received for transfer to you, if the aggregate amount of such funds exceeds any statutorily allowed amounts or to comply with such laws, regulations, orders or guidelines issued by any Authority.
8.4 Pemo and our Networks may accept an Instruction to transfer funds between your Payment Account and any other account belonging to you or any other person which is maintained with another entity if we have the necessary arrangements in place. Your request to transfer funds will be processed on the day your Instructions are received or as soon as the next Business Day. You are responsible for making sure you provide the correct information (including details of the person you want to transfer the funds to) so that the transfer is successful. Pemo and our Networks do not have to check any information you give in your Instruction. We may set limits on transferring funds (for example, on the amount to be transferred or on how often you use the service).
8.5 You agree to the following:
8.5.1 You must keep enough funds in your Payment Account to cover all payments and transfers and make sure these funds are readily available. If payments cannot be made from your Payment Account because there are not enough funds in the Payment Account, a fee for the unsuccessful payment might be charged. If your Payment Account does not have enough funds and a payment is allowed from your Payment Account or your Payment Account is allowed to go overdrawn, you must pay all overdrawn amounts immediately, together with any interest and any other charges at our then current rates.
8.5.2 We may not allow you to transfer funds from your Payment Account, and may not carry out any Instruction, transaction or any matter relating to your Payment Account if:
8.5.2.1 the transaction causes you to go over the available balance of your Payment Account;
8.5.2.2 we are not able to confirm your identity, or that of your representatives to our satisfaction;
8.5.2.3 we, acting reasonably, believe the Instruction is not genuine, clear or complete;
8.5.2.4 funds in your Payment Account have been earmarked (set aside) for any reason, resulting in there being not enough funds to meet your Instruction; or
8.5.2.5 your Payment Account is closed or suspended; or
8.5.2.6 we have to keep to any regulatory, legal, court or statutory requirement, request or order which relates to the following: (i) if we are told not to make the payment or allow the transfer; (ii) if we have to pay any Authority; (iii) if we have to freeze your Payment Account; and/or (iv) if we are prevented from processing your request or Instruction.
9. REVERSALS
9.1 Unless otherwise expressly provided, all Instructions shall continue in full force and effect until cancelled or superseded. Instructions may be reversed, amended, cancelled or revoked by you only with Pemo’s consent. If you have given us Instructions to transfer funds from your Account in error, we will use reasonable efforts to recover the sum for you. An Instruction may not be reversed, amended, cancelled or revoked if Pemo reasonably determines that it would not be possible to give effect to any reversal, amendment or revocation (such determination may take into account factors relating to the Pemo’s Networks involved in the transaction, if applicable).
9.2 You agree that if funds are credited to your Payment Account by mistake, we may, once we are aware of the mistake, immediately deduct the funds from your Payment Account. You further agree that you have no claim, rights or interest to funds credited to your Payment Account by mistake. We will tell you about the mistake and the amount we have deducted. If you have used or transferred the funds from your Payment Account, you must return the funds to us as soon as we have told you about the mistake.
10. STANDING INSTRUCTIONS
10.1 We currently do not accept requests for standing instructions to transfer funds from your Payment Account and pay it to certain billing organisations, under any terms we set and notify to you.
11. PAYMENT ACCOUNT INTEREST, FEES AND CHARGES
11.1 No interest will accrue or be payable to you in respect of the amounts standing to the credit of your Payment Account.
11.2 You must pay all fees, charges (including foreign-exchange commission or charges), costs, expenses and commissions in relation to your Payment Account and our services at the rates which apply at that time. Foreign exchange rates and fees, if applicable to the relevant fund transfer, will be published on the Platform. The fees and charges will be notified to you and expressly approved prior to implementation. The same shall be applicable in case of any amendment of such fees and charges.
11.3 Pemo may, at its option, charge you or debit your Payment Account for services or other out of pocket costs and expenses incurred by Pemo in relation to the opening, maintenance and operation of your Payment Account (including processing fees for fund transfers from outside of the United Arab Emirates to your Payment Account) in accordance with its fee arrangements from time to time. Such fees, if any, will be notified to you and expressly approved by you prior to implementation. The same shall be applicable in case of any amendment of such fees.
11.4 All payments to be made to Pemo shall be in full, without set-off or counterclaim and free of any deductions or withholdings on account of any tax or otherwise.
12. PRIVACY
12.1 Pemo will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Personal Data and any Customers' Personal Data you may transfer to us, as described in our Privacy Policy.
13. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
13.1 By applying for and using the Pemo Account, you represent, warrant and undertake to us that:
13.1.1 you have all necessary rights, authority and capacity to accept and agree to these Terms and Conditions and to use and access the Pemo Account and any related Services;
13.1.2 all information provided by you is true, accurate and complete and that we may rely on such information;
13.1.3 you will provide us with such KYC Information, certificate and document as we may reasonably request from time to time, and provide us with written notice of any changes to any KYC Information, certificate and document provided promptly upon knowledge of any such changes;
13.1.4 you will only use the Pemo Account and Services for lawful purposes;
13.1.5 you will not do anything that could impair the proper operation of the Platform and the Platform’s systems;
13.1.6 you will keep secure and confidential your Account password or any identification we provide you which allows access to the Pemo Account and any related Services;
13.1.7 you will keep your device’s browser, operating systems and anti-virus software (where applicable) up-to-date in order to ensure that your access to the Pemo Account is secure; and
13.1.8 you will only use an access point or device which you are authorised to use to access the Pemo Account and any related Services.
13.2 It is your responsibility to do the following:
13.2.1 monitor the balance of your Payment Account and promptly report to us any unauthorised payments or transfers from your Payment Account or of any suspicious matter to do with your Payment Account;
13.2.2 promptly tell us in writing about any change in your postal address, phone number, fax number or email address that we use to communicate with you, or any relevant change to any of your information we have in our records (including your signature, authorised signatory and mandate). You must also send us any documents we need to support this change. We will need at least seven (7) Business Days from receiving this information to change our records, after which the updated change will apply;
13.2.3 take reasonable care and precautions and have adequate internal-control procedures and security arrangements to prevent fraud, forgery or other unauthorised use of your Account and all related Services;
13.2.4 tell us immediately if you become aware of any actual or suspected fraud, forgery or other unauthorised use of your Account or any other matter concerning your Account and all related Services that you think looks suspicious, and provide relevant information to us so that we can investigate the matter.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 The intellectual property rights in the Platform and all related Services are owned by Pemo and its licensors. Nothing in these Terms and Conditions shall be interpreted or deemed to transfer to the Customer any such property rights.
14.2 The provisions of this Clause 14 (Intellectual Property Rights) shall survive the termination or expiry of these Terms and Conditions.
15. CONFIDENTIALITY
15.1 All information relating to Pemo and/or its Networks, designated as being confidential, and all information not expressly designated as being confidential, but which should reasonably be deemed confidential by reason of its nature or content is considered confidential information (“Confidential Information”).
15.2 You hereby undertake to take all necessary steps to protect the confidential nature of all Confidential Information belonging to Pemo and its Networks, including only sharing the Confidential Information with parties which have a need to access such information in order to exercise rights and obligations in connection with the Pemo Account.
15.3 This obligation to maintain confidentiality does not extend to information generally available to the public, already in the possession of or known to you at the time of disclosure, if you and/or your employees are obliged by law to disclose such information, and if the information had been disclosed to you by a third party without any obligation of confidentiality.
15.4 The provisions of this Clause 15 (Confidentiality) shall survive the termination or expiry of these Terms and Conditions.
16. TERMINATION AND SUSPENSION OF YOUR PEMO ACCOUNT
16.1 These Terms and Conditions and your Pemo Account shall remain valid until terminated by Pemo or you in accordance with the terms of these Terms and Conditions.
16.2 Pemo may terminate or suspend your Account at any time without having to give any reason or notice to you. Without prejudice to the generality of the foregoing, Pemo may terminate or suspend your Account without notice in any of the following circumstances:
16.2.1 your activities and/or use of the Pemo Account and/or relevant Services are reasonably suspected by us to be in breach of the ‘Terms of Use’ or any law, regulation, guideline, notice, judgment or order of any court or Authority;
16.2.2 if any information, certificate or document you provide to us is not true, accurate and complete in any respect;
16.2.3 in order for Pemo to comply with applicable law, regulation, guideline, notice, judgment or order of any court or Authority or any undertaking or agreement to which Pemo or any member of the Pemo Group is party or subject to; and/or
16.2.4 if you have breached any term of these Terms and Conditions, we will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights in this Clause
16.3 You may terminate your Account at any time by giving us Instructions to do so.
16.4 Upon the termination of your Account, any accrued liabilities and all obligations under these Terms and Conditions will remain continuing and we shall remain entitled to debit from your Account any amount outstanding and owing to us, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of your Account, and any other charges you owe on the Pemo Account.
16.5 The rights conferred on Pemo under this Clause 16 (Termination and Suspension of your Account) shall survive termination.
17. LIMITATION OF LIABILITY
17.1 Pemo shall not be responsible or liable in any way to you for any inconvenience, loss, damage, claim, cost or expense of any nature or embarrassment or injury suffered or incurred by you or any third party, in each case whether foreseeable or not, resulting from, arising out of or in connection with any of the following:
17.1.1 any act, omissions or delay of any Networks or any other third party;
17.1.2 any refusal or delay by any Networks or any other third party to authorise, process, facilitate or approve any transaction, funds transfer or reversal you wish to effect in connection with your Account or any Service;
17.1.3 if you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any Networks or any other third party;
17.1.4 Pemo is unable to perform its obligations under these Terms and Conditions due, directly or indirectly, to the failure, defect or malfunction of any machine, system of authorisation, data processing or communication system, transmission link, or any industrial dispute, war, act of God, fire, flood, civil or labour disturbance, terrorism, pandemic, act of any governmental authority or any other act or threat of any authority (de jure or de facto), fraud or forgery (other than on the part of Pemo), legal constraint, or anything outside the control of Pemo;
17.1.5 any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of the Pemo's computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by Pemo or in connection with Pemo's business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates;
17.1.6 the unauthorised use of the Pemo Account or any Service, or any transaction effected by an unauthorised person; or
17.1.7 you failing to keep to the terms of these Terms and Conditions or in any way being involved in fraud, forgery or other unauthorised use of your Account or any Service.
17.2 Without prejudice to the generality of the provisions of this Clause 17 (Limitation of Liability), Pemo is not liable in any way to you for any loss, damage, cost or expense of any nature arising out of or in connection with your use of the Pemo Account, any Service and/or these Terms and Conditions except where (and only to the extent that) you have conclusively established in the courts of The United Arab Emirates that the aforesaid has occurred as a direct result of fraud, gross negligence or willful default on our part.
17.3 Notwithstanding any provision of these Terms and Conditions to the contrary, Pemo shall not in any event be liable under any circumstances for any special, indirect, punitive or consequential loss or damages of any kind whatsoever (including but not limited to lost profits, business, goodwill, reputation or opportunity), in each howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if Pemo is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust or otherwise.
17.6 The provisions of this Clause 17 (Limitation of Liability) shall survive the termination or expiry of these Terms and Conditions.
18. RECOVERY OF COSTS
18.1 Any costs, fees or expenses (including legal costs) we incur as a result of your breach of the terms of these Terms and Conditions or otherwise arising out of our enforcement of any rights under these Terms and Conditions shall be recoverable by us from you on a full indemnity basis.
18.2 Without prejudice to the foregoing, you agree to indemnify Pemo and its directors, officers, employees and agents (each an “Pemo Party” and collectively, the “Pemo Parties”) against all claims, demands, action, proceedings, losses, damages, costs and expenses of any nature (including legal costs and expenses) suffered, incurred or sustained in connection with or as a result of any of the following:
18.2.1 your use or misuse of the Pemo Account and/or Services including, without limitation, all transactions regardless of whether or not authorisation has been sought and/or given;
18.2.2 any dispute you have or may have with your directors, officers, employees, agents and beneficiaries (as may be applicable) about opening, managing, using or maintaining your Account and any Service;
18.2.3 us acting on the Instructions of your representatives which we believe in good faith to be genuine;
18.2.4 any breach of any provision of these Terms and Conditions by you or your representatives;
18.2.5 the enforcement or protection of Pemo's rights and remedies against you and/or your representatives, as applicable, under these Terms and Conditions;
18.2.6 an insufficiency of available funds in the Payment Account to meet a request for payment of any transaction or settlement of any other liability hereunder. In this respect, Pemo may in its discretion allow the Payment Account to be overdrawn and charge such payment or settlement to the Payment Account together with any interest thereof as Pemo may deem fit; and/or
18.2.7 your or your representative’s violation of any applicable laws, rules or regulations, including, without limitation, any violation of applicable laws, rules, or regulations resulting from your use of the Account and/or any Service.
This Clause 18.2 shall not apply in case of any claims, demands, action, proceedings, losses, damages, costs and expenses suffered, incurred or sustained by an Pemo Party as a direct result of any fraud, gross negligence or wilful misconduct on the part of the Pemo Party.
18.3 The indemnities in these Terms and Conditions are in addition to and not in substitution for any other indemnity or right in favour of Pemo given by law or otherwise and shall not be affected or discharged by anything.
18.4 No provision of these Terms and Conditions shall require Pemo to expend or risk its own funds or otherwise incur any expense or financial liability in the performance of any of its duties hereunder, or in exercise of any of its rights or powers.
18.5 The provisions of this Clause 18 (Recovery of Costs) shall survive the termination or expiry of these Terms and Conditions.
19. SET OFF AND CONSOLIDATION
19.1 If you owe us any money, fees, interest, commission, costs, tax, charges or other amounts (whether due immediately or later), we have the right, at any time, without giving you notice, to set off and deduct from your Account the amount owed, even if this would make your Account overdrawn. To do this, we may also combine or consolidate all or any of your Payment Account with us, whether your Payment Account are held in your name only or jointly with others. If we need to convert currency, we will do so using our currency exchange rate in force at the time.
19.2 Pemo is entitled to apply any and all payments it receives from or for your Account in such manner and order and to such transaction as it may determine or select regardless of any specific appropriation made by you or any person making such payment(s).
20. VARIATION OF THESE TERMS AND CONDITIONS
20.1 We may amend, supplement, delete and/or revise any part of these Terms and Conditions at any time with notice, and such changes shall take effect on the date specified in the notice. Any such notices and updated terms will be published on the Platform.
20.2 If you do not accept the revised terms, you have the option to close your Pemo Account before they take effect. If you retain or use the Pemo Account after Pemo has given notice of any changes in these Terms and Conditions, you are deemed to have accepted and agreed to such changes without reservation.
21. COMMUNICATIONS
21.1 Pemo shall be entitled (but not obliged), at its sole discretion, to rely and act on any Instruction, communication or request which Pemo in its sole opinion believes originates from you (whether orally or in writing (including by email) and whether in person or over the telephone, by facsimile, via the Platform or other means of telecommunication and whether genuine or with or without your consent or authority), and any action taken by Pemo pursuant thereto shall bind you.
21.2 Any Instruction, notice, certificate, report or document called for by or provided to Pemo (whether or not addressed to the Pemo) in accordance with or for the purpose of these Terms and Conditions may be relied upon by Pemo as sufficient evidence of the facts therein and shall, in the absence of manifest error, be conclusive and binding on the Customer, and Pemo shall not be responsible for any loss occasioned by acting or refraining from acting in reliance on any such Instruction, notice, certificate, report or document.
21.3 When you ask us to transfer funds, it is your responsibility to make sure that you give us complete, clear and accurate information so we can carry out your request.
21.4 Pemo shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.
21.5 Pemo may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under these Terms and Conditions required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside the United Arab Emirates and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Pemo or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in these Terms and Conditions shall affect Pemo's right to serve legal process in any other manner permitted by law.
22. GENERAL
22.1 If any one or more of the provisions of these Terms and Conditions or any part thereof is declared to be illegal, invalid or unenforceable under any applicable law, it will not affect the legality, validity or enforceability of the remainder of these Terms and Conditions in such jurisdiction or the legality, validity or enforceability of these Terms and Conditions in any other jurisdiction.
22.2 The remedies under these Terms and Conditions are cumulative and are not exclusive of the remedies provided by law.
22.3 No forbearance or failure or delay by Pemo in exercising any right, power or remedy is to be deemed to be a waiver or partial waiver thereof on the part of Pemo; and no waiver by Pemo of any breach of these Terms and Conditions on your part is to be considered as a waiver of any subsequent breach of the same or any other provision of these Terms and Conditions.
23. ASSIGNMENT AND ENCUMBRANCE
23.1 You may not assign, transfer or otherwise dispose of any of your rights, benefits or obligations under these Terms and Conditions or the Pemo Account. You may not create any security, charge or any other form of encumbrance over your Pemo Account.
23.2 We may assign or transfer to any third party (including, without limitation, to any other corporation within the Pemo Group) any of our rights, benefits and obligations under these Terms and Conditions and/or the Account without your consent or the need to provide you with any prior notice of such assignment or transfer, and you irrevocably consent to any such assignment or transfer by us.
24. CONCLUSIVENESS OF DOCUMENTS
24.1 Any Instruction or document relating to any transaction bearing your signature (physical, digital, electronic or otherwise) or authorised by you on the Platform or otherwise made with your instruction shall be conclusive evidence of the fact that the transaction therein stated or recorded was authorised and properly made or effected by you.
24.2 You shall ensure that any statements, confirmations, advices and records (“Statement”) you receive from Pemo are examined within a reasonable time of receipt and, thereupon, you shall promptly notify Pemo of any mistake or discrepancy of which you become aware from such Statements within 7 days of the date of such Statement.
24.3 Pemo shall not be responsible for your reliance on any Statement which is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any Networks or third party to Pemo.
24.4 If you do not notify Pemo in writing of any inaccuracy or error in any Statement within 7 days of the date of such Statement, it shall constitute conclusive evidence that:
24.4.1 every transaction stated therein has been effected by you; and
24.4.2 every charge stated therein, every amount debited therein has been validly and properly incurred or debited in the amount stated therein.
24.5 Nothing in this Clause 24 (Conclusiveness of Documents) shall prevent Pemo from rectifying any errors, omissions in any Statement and any such amended Statement shall be binding on you.
25. THIRD PARTIES
25.1 A person who or which is not a party to these Terms and Conditions shall not have any right to enforce any provision of these Terms and Conditions. This provision does not apply to the Pemo Parties.
26. GOVERNING LAW AND JURISDICTION
26.1 You will resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to these Terms and Conditions exclusively in the DIFC Courts. The laws of England and Wales will govern these Terms and Conditions, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
26.2 If anyone brings a claim against us related to your actions, content or information on our Platform, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
