Terms and Conditions of Use · Consumer · Orenda FS Holdings Limited
Electronic Money Services · Payment Cards · E-Money Services
For the provision of Electronic Money Services (E-Money services), Payment Cards and services relating to the use of electronic money in fiat currency (EUR, USD, GBP, etc.), the THE REAL MONEYplatform, operated by TOGO INFINITY LTD, uses Orenda FS Holdings Limited as its authorized operator.
The THE REAL MONEY platform is connected to the Orenda FS Holdings Limited platform through API protocols in order to allow appropriate access to the services offered by Orenda, and is operated by TOGO INFINITY LTD.
Set out below is an extract of the general terms and conditions of use and the rules governing access to the services offered through Orenda FS Holdings Limited.
Parties to the agreement
Background
1.1. Orenda offers the "Platform" to customers for access to payment products and services.
1.2. The Customer has separately signed the terms and conditions with the authorized electronic money institution (the "Issuer") for access to regulated financial products, such as electronic money accounts and payment cards.
1.3. This Agreement governs the use of the Platform and the associated services that Orenda provides to the Customer.
Definitions
2.1. "Applicable Law" means all applicable laws, regulations, rules, orders or requirements of any competent authority or regulatory body.
2.2. "Customer Data" means the data submitted or provided by the Customer when using the Platform, including any personal data.
2.3. "Confidential Information" means any non-public, proprietary or sensitive information disclosed by one party to the other under this Agreement.
2.4. "Intellectual Property Rights" means all patents, registered trademarks, trade names, service marks, copyrights, moral rights, database rights, know-how and all other intellectual property rights.
2.5. "Wallet" means an electronic money account with a virtual IBAN.
2.6. "Services" means the technical, compliance, monitoring, integration and operational services provided by Orenda.
2.7. "Fees" means the fees payable by the Customer to Orenda.
Provision of services
3.1. Orenda will make the Platform available to the Customer in order to facilitate access to the Issuer's regulated products.
3.2. Orenda may customize the Platform to meet the Customer's operational needs, subject to a separate written agreement.
3.4. Orenda reserves the right to modify or update the Platform, provided that such changes do not materially affect its functionality.
Customer responsibilities
4.1. The customer shall:
- Use the Platform in accordance with all applicable laws.
- Provide accurate and up-to-date information.
- Cooperate with Orenda in relation to compliance, monitoring and onboarding processes.
- Not engage in any unlawful, fraudulent or abusive activity on the Platform.
4.2. Prohibited uses of the Platform include, but are not limited to:
- Using the Platform in connection with any unlawful, harmful, offensive or inappropriate activity.
- Distributing malware, viruses or malicious code.
- Circumventing security measures or access controls.
- Phishing or unauthorized data harvesting.
- Promoting unsolicited advertising or spam.
- Using the Platform in a way that may disrupt or damage the services, systems or networks of Orenda or of others.
- Using the Platform without the appropriate licenses, consents or approvals.
- Misrepresenting the affiliation with Orenda or suggesting an unauthorized endorsement.
- Exporting Platform services or customer data in breach of the applicable export laws.
4.3. The Customer acknowledges that:
- Orenda does not provide regulated financial services.
- The Customer's relationship with the Issuer is governed by a separate agreement.
- Orenda is not responsible for the performance of regulated products.
Fees and payments
5.1. The Customer shall pay Orenda all applicable fees for access to the Platform and the related services.
5.2. Orenda is entitled to deduct such fees and related costs directly from the customer's wallet or from any other account managed by the issuer.
5.3. The fees may include:
- Fees for accessing and using the Platform.
- Integration or onboarding fees.
- Customized services, compliance reviews or audit support.
- Charges for processing corporate payroll.
- Service charges for excessive use of support or systems.
5.4. Orenda will inform the Customer in advance of any change to the fees.
Authority to deduct funds
6.1. The customer grants Orenda express authority to instruct the issuer to debit their wallet or associated account for:
- Outstanding fees.
- Costs incurred as a result of compliance services or audits specific to the customer's activities.
- Penalties or damages arising from the Customer's misuse of the Platform.
Legal notice on cryptocurrencies
Intellectual property
8.1. Orenda grants the Customer a non-exclusive, non-transferable and revocable licence to use the Platform solely for internal business purposes and in accordance with this Agreement.
8.2. Orenda retains all rights, title and interest in the Platform and in any modification, enhancement or derivative work of it.
8.3. The customer may not:
- Copy, modify or reverse-engineer the Platform.
- Transfer or sublicense the Platform.
- Use the Platform to develop a competing product.
- Remove or alter any proprietary notice.
Confidentiality
9.1. Each Party shall keep confidential all Confidential Information received from the other Party and shall not disclose it except to its employees, consultants or subcontractors who are subject to equivalent confidentiality obligations.
9.2. The confidentiality obligations shall not apply to information that:
- Is or becomes public through no fault of the receiving party.
- Was lawfully known to the receiving party before its disclosure.
- Is independently developed without reference to the disclosing party's information.
- Must be disclosed by law or by the regulatory authorities.
9.3. This clause shall survive termination for a period of three (3) years.
Data protection
10.1. Orenda and the Customer shall comply with the UK GDPR, the DPA 2018 and other applicable data protection laws.
10.2. Each party shall implement reasonable security measures to protect personal data.
Suspension and termination
11.1. Orenda may suspend or terminate the Customer's access to the Platform:
- In the event of a material breach of this Agreement.
- For non-payment.
- Where required by law or by a regulatory body.
11.2. Either party may terminate this Agreement upon prior notice of 60 days.
11.3. On termination:
- Access to the Platform will cease.
- Fees accrued up to the termination date will remain payable.
- Orenda may retain the records necessary to comply with legal and regulatory obligations.
Liability and indemnity
12.1. Orenda will not be liable for:
- Losses arising from customers' use of the Platform.
- Failures or errors caused by external providers, including the issuer.
- Cryptocurrency-related activities.
- Indirect, incidental or consequential damages, including loss of profits.
12.2. The Customer shall indemnify and hold Orenda harmless from any third-party claim, regulatory penalty or loss arising from:
- Breach of this Agreement.
- Misuse of the Platform.
- Failure to comply with applicable law.
Audit rights
13.1. Orenda may carry out audits of the Customer's use of the Platform in order to ensure compliance with this Agreement and with applicable laws.
13.2. The customer shall cooperate with reasonable requests for access to records, systems and personnel.
Governing law and jurisdiction
14.1. This Agreement shall be governed by the laws of England and Wales.
14.2. The courts of England and Wales shall have exclusive jurisdiction.
Digital acceptance
15.1. The customer accepts this Agreement by completing digital onboarding.
15.2. No physical signature is required. Continued use of the Platform constitutes binding acceptance of these terms.
Dispute resolution
16.1. In the event of a dispute, each party shall send the other written notice describing the nature of the dispute.
16.2. The Parties shall attempt in good faith to resolve any dispute through discussions between senior representatives.
16.3. If the dispute is not resolved within 30 days, the Parties may refer it to mediation in accordance with the CEDR Model Mediation Procedure.
16.4. Either party may commence court proceedings in the event of a failure of the mediation or where urgent injunctive relief is required.
Contact details
All notices under this Agreement must be given in writing to:
The Customer will be identified according to the details provided during onboarding and subsequently updated in writing.
