User Agreement "The Agreement"

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 Last updated on 25 August 2024

 

1. ACCEPTANCE OF TERMS

1.1 This Agreement sets out the terms and conditions of your access to this website (“Gateway Banking Platforms”) operated by Gateway Company Holdings Ltd (“Gateway Banking Portals”, “us” or “we”) through which you may access various services provided either by us or an affiliated Gateway entity (collectively, “Gateway Company Holdings Ltd”). This Agreement is made between you and us for your use of the Gateway Banking Platforms. You acknowledge that you have read this Agreement prior to your use of the Gateway Banking Platforms. If you do not accept all of the terms and conditions, please do not continue with the registration process. 

1.2 We may amend this Agreement and other policies at any time by posting an updated version. The updated version of this Agreement and other policies we may post from time to time shall take effect immediately upon posting. Your continuous use of Gateway Services constitutes confirmation that you agree to be bound by this Agreement and other policies we publish as may be amended from time to time.

2. REGISTRATION

2.1 You are responsible for providing accurate registration information and for keeping your registration information up to date in the event of changes. We may verify your registration information and such other information as deemed appropriate by us. You agree to provide all necessary information and render all reasonable assistance and cooperation that we may require in order to complete the verification. The information you provide will be used to determine if you are eligible to begin and/or continue to use the Gateway Banking Platforms. We reserve the right to limit, suspend, or terminate your access to Gateway Banking Platforms in the event we are unable to obtain or verify your information.

3. USERNAME AND PASSWORD

3.1 You shall be solely responsible for: a) maintaining the confidentiality of your username and password; b) all transactions and activities that occur under your username and password; and c) any and all consequences of use or misuse of your username and password. 

3.2 Your username and password are unique to your use of the Gateway Banking Platforms and you shall not share, assign or permit the use of your username and password to other persons. You acknowledge that sharing of your username and password with other persons (“multiple uses”) may cause irreparable harm to us or our affiliates and you shall indemnify us or our affiliates against any loss or damages suffered by us or our affiliates as a result of such multiple uses. If other persons access the Gateway Banking Platforms using your username and password, we will treat this as if you have authorised such use and you will be responsible for any transactions and fees incurred by such use. You undertake to notify us immediately of any unauthorised use of or access to the Gateway Banking Platforms or any other breach of security.  

3.3 If you are a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password have been duly authorised by you to access the Gateway Banking Platforms on your behalf and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorised by you, that access the Gateway Banking Platforms using the business' user name and password.

4. YOUR RESPONSIBILITIES

4.1 You will use the Gateway Banking Platforms in good faith and in compliance with all applicable laws and regulations. 

4.2 The information and material you provide in connection with the use of the Gateway Banking Platforms is true, lawful and accurate, and is not false, misleading or deceptive. 

4.3 You shall not use the Gateway Banking Platforms to defraud us, our affiliates or other members or users, or Service Providers, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law should you do so we take no responsibility). 

4.4 You shall not use the Gateway Banking Platforms for any illegal activities or in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties or may be regarded as an abuse of the Gateway Banking Platforms. 

4.5 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may suspend or restrict your access to the Gateway Banking Platforms, or terminate this Agreement and refuse to provide access to the Gateway Banking Platforms to you.  We may also place a hold on your balance in your Gateway Account if reasonably needed to protect against the risk of liability, or take legal action against you.

5. PRIVACY

The Privacy Policy posted from time to time on the Gateway Banking Platforms sets out the ways we may collect, use, disclose, and manage your personal information in relation to your use of the Gateway Banking Platforms and Gateway Services. You understand and acknowledge that, to the extent permitted by applicable law, any data you provide to us in connection with this Agreement may be shared with our affiliates in order to perform the obligations under this Agreement and for the purpose of providing you with Gateway Services and/or other related services.

6. LIMITATION OF SERVICE

Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Gateway Banking Platforms. We reserve the right to change, suspend, or discontinue any aspect of the Gateway Banking Platforms at any time, including hours of operation or availability of the Gateway Banking Platforms or any Gateway Banking Platforms features, without notice and without liability. We also reserve the right to impose limits on certain Gateway Banking Platforms features or restrict access to some or all of the Gateway Banking Platforms features without notice and without liability or to terminate or suspend your use of the Gateway Banking Platforms without notice and without liability.

7. INDEMNIFICATION

You agree to indemnify Gateway Banking Portals and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Gateway Banking Platforms or from your breach of this Agreement. Gateway Banking Portals reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Gateway Banking Portals in asserting any available defences.

8. SUSPENSION OR BREAKDOWN OF SYSTEMS

If you are unable to use theGateway Banking Platforms as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold Gateway Banking Portals and our affiliates liable for: a) System suspension which has been announced by Gateway Banking Portals in advance; or b) Failure in data transmission and system operations due to Force Majeure Event. For the avoidance of doubt,  “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot be prevented or avoided and beyond the reasonable control of Gateway Banking Portals other than due to its fault or negligence, which includes, without limitation to, acts of god, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in users’ systems, unexpectedly large increases in traffic volume, and governmental authority intervention that results in the seizure or confiscation of platform or systems, in each case to the extent used in or necessary for the availability of the Gateway Banking Platforms and only to the extent such event(s) are beyond the control of the affected Party and only for as long as such event(s) persist.

9. DISCLAIMER AND LIMITATION OF LIABILITY

9.1 You agree that all risks arising from your use of the Gateway Banking Platforms will be borne by you. 

9.2 Gateway Banking Portals makes no warranty regarding the Gateway Banking Platforms under this Agreement, including but not limited to: a) the Gateway Banking Platforms features will meet your requirements; b) the Gateway Banking Platforms availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the Gateway Banking Platforms will meet your requirements.  

9.3 Except as expressly provided in this agreement and to the full extent permitted by law, the Gateway Banking Platforms is provided “as is”, “as available” and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.  

9.4 To the full extent permitted by law, Gateway Banking Portals and our affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from your use of or inability to use the Gateway Banking Platforms. Notwithstanding anything in this Agreement to the contrary, Gateway Banking Portals’s cumulative liability, including for claims, expenses, damages or indemnity obligations under or in connection with its obligations under this Agreement and with respect to Gateway Services and your use ofGateway Banking Platforms, will not exceed the lesser of (a) USD2,500,000 or (b) the total fees payable by you to Gateway Banking Portals for Gateway Services and for access to Gateway Banking Platforms provided in the calendar months (up to six (6) complete calendar months) preceding the date of the event giving rise to the claim upon which liability is based. 

10. ANTI-MONEY LAUNDERING AND ANTI TERROR FINANCING POLICY

10.1 You are required to keep your accounts and contact information current at all times.  Any account found to contain incorrect and/or outdated information will be suspended.  

10.2 It is the policy of Gateway Banking Portals to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. Gateway Banking Portals is committed to anti money laundering compliance in accordance with applicable law and requires its directors, officers and employees to adhere to these standards in preventing the use of its products and services for money laundering purposes. 

11. CHANGE OF LAW    

If Gateway Banking Portals or its affiliates reasonably conclude that any change in any applicable law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, Gateway Banking Portals or its affiliates to incur material incremental costs to comply with the change, or will prohibit Gateway Banking Portals or its affiliates from performing material obligations under this Agreement, then Gateway Banking Portals will modify any provision of this Agreement as may be necessary to enable Gateway Banking Portals or its affiliates to comply with the Change in Law, as applicable. Notwithstanding anything contrary in this Agreement, in the event that any Change in Law requires Gateway Banking Portals to terminate this Agreement immediately, Gateway Banking Portals has the right to terminate the Agreement immediately by written notice to you.  

12. JURISDICTION AND CHOICE OF LAW

This Agreement shall be governed by Gateway Banking Platforms without regard to conflict of law principles. You irrevocably consent to any dispute or claim arising from or in connection with this Agreement or your use of the Gateway Banking Platforms, the relevant parties shall resolve such dispute through amicable negotiations.  If such dispute is still not resolved, such dispute between you and Gateway Banking Portals shall be finally resolved by arbitration with the International Arbitration Centre (“IAC”).  If any dispute is submitted to the IAC for arbitration, the arbitration shall be conducted in accordance with the rules of the IAC in force at the time of applying for arbitration as amended by this clause.  The arbitration panel shall consist of one single arbitrator.  Unless the parties agree otherwise, the arbitration shall be conducted in English.  The arbitration award rendered by the IAC shall be final and binding on all the relevant parties.

13. GENERAL PROVISIONS

13.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced. 

13.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. 

13.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 

13.4 Any failure by Gateway Banking Portals to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing. 

13.5 Gateway Banking Portals shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Gateway Banking Portals may delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign or delegate, in whole or part, this Agreement to any person or entity. 

13.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.