Terms & Conditions

From time to time, it may be necessary for MADFIN to update or revise certain provisions of this Agreement. We will date and post the most current version of this Agreement on our website. Any changes will be effective upon posting the revised version of the Agreement (or such later effective date as may be indicated at the top of the revised Agreement). If in our sole discretion we deem a revision to be material, we will notify you via the Service and/or by email to the email address in your Registration Data. If you don’t agree to the changes or to any terms in this Agreement, you must cancel and stop using the Service.

You agree that you will be responsible for the accuracy, quality and legality of information that you provide in connection with your use of the Service; use commercially reasonable efforts to prevent unauthorized access to or use of Service, and notify us promptly of any such unauthorized access or use, and use the Service only in accordance with the terms of this Agreement and applicable law.

You agree that you will not use the Service in whole or in part, for any purpose that is unlawful or prohibited by this Agreement.

You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service. This means, among other activities, that you agree not to engage in the practices of screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or other information.

You agree that you will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service.

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service.

You will not sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Service to any third party.

You will not use the Service to:

• engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data;
• send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
• store or transmit inappropriate content, such as content: containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, containing any material that encourages conduct that could constitute a criminal offense, or in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability;
• store or transmit any content that contains or is used to initiate a denial-of-service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or
• abuse, harass, stalk or otherwise violate the legal rights of a third party.

MADFIN, hereby confirms and clarifies that, under the operational and contractual arrangement contemplated by the Agreement, MADFIN may act in the capacity of Merchant of Record solely in relation to certain specific local payment methods made available, enabled or confirmed by MADFIN from time to time.

Where MADFIN acts as Merchant of Record in respect of such specific local payment methods, MADFIN has a direct relationship with the end consumer for the purposes of processing, managing and completing the relevant transaction through the applicable local payment method. In such cases, MADFIN owns, manages and controls the relevant transaction flow and is responsible for the end-to-end payment flow connected with such local payment method.

MADFIN, acting as Merchant of Record, is responsible for issuing the applicable invoice, receipt, payment confirmation or other transaction-related document to the end consumer, where required under applicable law, payment method rules or the relevant operational flow. MADFIN also bears the risks directly associated with its role as Merchant of Record in relation to such transaction flow, including operational, processing, settlement and payment method-related risks.

For the avoidance of doubt, MADFIN's role as Merchant of Record applies only to those specific local payment methods and transactions for which such model is expressly made available, enabled or confirmed by MADFIN. MADFIN does not act as Merchant of Record in respect of all transactions by default.

Accordingly, funds processed by MADFIN in its capacity as Merchant of Record represent funds originating from and attributable to transactions processed under the applicable contractual arrangements and business model, and not transactions involving MADFIN's own corporate funds or assets.

In order for you to use the Service, you must provide us with the information that we require on our registration form about you and your business. If you choose to register to use the Service, you agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity (such information being “Registration Data”). Registration Data and certain other information about you and/or your business are subject to the privacy policy located at the footer of the website madfin.com (“Privacy Policy“).

You agree and acknowledge that we may access or disclose information about you, including your content, in order to:

• comply with the law or respond to lawful requests or legal process; or
• protect the rights or property of MADFIN or our customers, including the enforcement of our agreements or policies governing your use of the Service.

You further agree and acknowledge that Registration Data from the registration process is used to send you information about MADFIN and the Service. The terms of our Privacy Policy are incorporated by reference and form part of this Agreement.

In this Agreement:“Electronic Channel” means any telecommunication or electronic transmission method which may be used in connection with our Services, including computer, internet, network, telephone, mobile phone, smart phone, SWIFT, email, facsimile or bank wire.“Electronic Communication” means any statement, information, disclosure, notice, request, agreement, consent or other communication sent, received or accepted using an Electronic Channel. By registering to use the Service, you understand that we may communicate with you, by Electronic Communication, regarding the Service, including but not limited to:

• notices about your use of the Service, including any notices concerning violations of use;
• updates; and
• promotional information and materials regarding MADFIN’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

Any Electronic Communication that we receive from you, or in your name, or purporting to be from you or in your name or any other person on your behalf in connection with our Services, will be considered to be duly authorized by and enforceable against you. MADFIN will be authorized to rely and act on any such Electronic Communication.

The terms of our Privacy Policy are incorporated by reference and form part of this Agreement.

To the extent that the Service contains content and information from third party providers and/or links to their websites (“Third Party Content”), such content is not under the control of MADFIN and MADFIN is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. MADFIN is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by MADFIN of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. MADFIN does reserve the right to remove content that, in MADFIN’s judgment, does not meet its standards, but MADFIN is not responsible for any failure or delay in removing such material. MADFIN is not and will not be responsible for

• the terms and conditions of any transaction between you and any third party,
• any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or
• the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services.

In the event that you have a dispute with any such third party, you release MADFIN (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

“MADFIN” and all related logos, marks and trade names relating to the Service are either trade-marks or registered trade-marks of MADFIN and our subsidiaries and affiliates. The Service, related software and source code and all content (other than your data and information) are the exclusive property of MADFIN, our subsidiaries, affiliates and licensors, and are protected by English and international copyright and other intellectual property laws. You may not sell, rent, lease, copy, alter, reproduce, redistribute, reverse engineer, modify, decompile or otherwise derive the source code or architecture of, nor create derivative works from or use the Service or any of the content. We reserve all rights not granted under this Agreement. Any reproduction, modification or redistribution of the software is expressly prohibited, and may result in severe civil and criminal penalties. MADFIN’s software, its structure, sequence and organization and source code are considered trade secrets of MADFIN, its affiliates or its suppliers and are protected by trade secret laws. Without MADFIN’s prior written permission, you agree not to display or use in any manner, any of MADFIN’s trademarks, whether registered or not.

MADFIN grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Service while the Agreement is in effect. Your use of the Service is subject always to the terms of this Agreement. To the extent that the Service includes materials that are downloaded to a server, computer, device or other platform, you must comply with the reasonable implementation and use requirements provided by MADFIN. This license is revocable upon termination or expiration of this Agreement and when the Service is discontinued.

However,

• such license is subject to all obligations and restrictions imposed on you in this Agreement;
• such license extends only to your use of the Service solely to perform the functions specified and in compliance therewith;
• such license extends only to your employees, agents and contractors, but only to the extent that such employees, agents and contractors use the Services solely for the purposes permitted under this Agreement, and
• at all times you shall treat the Service, related software and source code and all content (other than your data) as MADFIN’s confidential information.

MADFIN and our subsidiaries and affiliates require the use of your Registration Data to provide the Service. Therefore, by providing your Registration Data to MADFIN, you grant MADFIN and our subsidiaries and affiliates a worldwide, non-exclusive, transferable and sublicensable, fully paid up, royalty-free license, while the Agreement is in effect, to use, transmit, communicate by telecommunication, display, publish, reproduce, distribute, modify, and create derivative works from your Registration Data solely in connection with providing and to the extent necessary to provide the Service to you.

Neither party shall be liable to the other party or to any third party for any consequential, indirect, special, incidental, reliance, or exemplary damages arising out of or relating to this agreement or the service, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including, but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labour claims), even if such party has been advised of the possibility of such damages.

THE WEBSITE AND ITS CONTENTS AVAILABLE TO YOU ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MADFIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE WEBSITE AND ITS CONTENTS, INCLUDING, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE AND ITS CONTENTS. WE DO NOT GUARANTEE THAT THE SITE WILL BE UNDISTURBED OR ERROR-FREE. WE DO NOT GUARANTEE THAT THE SITE WILL BE MAINTAINED AND KEPT UP-TO-DATE ON A REGULAR BASIS, OR THAT ALL ITS PRODUCTS AND SERVICES WILL BE AVAILABLE ANYWHERE, ANY TIME AND TO ALL USERS. MADFIN’S PARTIES ALSO DISCLAIM ANY WARRANTIES AND LIABILITY REGARDING THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE AND CONTENTS. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR DISCLAIMER OF CERTAIN TERMS OR WARRANTIES, SO THE ABOVE EXCLUSIONS IN WHOLE OR IN PART MAY NOT BE APPLIED FULLY IN YOUR COUNTRY OR JURISDICTION. IF THE ABOVE EXCLUSIONS ARE NOT FULLY ENFORCEABLE UNDER APPLICABLE LAW, THEY WILL APPLY TO YOU TO THE EXTENT THEY ARE ENFORCEABLE. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM COUNTRY TO COUNTRY.

You agree to indemnify, defend, and hold harmless MADFIN, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of:

• any failure by you or any of your employees, agents or subcontractors to comply with the terms of this Agreement;
• any warranty or representation made by you being false or misleading;
• any representation or warranty made by you or any of your employees, agents or subcontractors to any third person other than as specifically authorized by this Agreement,
• negligence of you or any of your employees, agents or subcontractors, or
• any alleged or actual violations by you or any of your employees, agents or subcontractors of any payment card association rules, governmental laws, regulations or rules.

MADFIN reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that MADFIN shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Please note that our website may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time, without prior notice (including after an order has been submitted). Such errors, inaccuracies or omissions may relate to product description, pricing, promotion and availability and we reserve the right to cancel or refuse any order placed based on incorrect pricing or availability information, to the extent permitted by applicable law.

You may cancel your use of the Service at any time.

You agree that your right to cancel your use of the Service shall be your sole right and remedy if you object to:

• any term of this Agreement or MADFIN’s enforcement or application of any such term;
• any policy or practice of MADFIN, including MADFIN’s Privacy Policy, or MADFIN’s enforcement or application of these policies;
• the content available through the Service or any change in content provided through the Service; or
• the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.

Except as set out above, the rights, remedies, and powers provided to a party under this Agreement are cumulative and in addition to, and are not exclusive of or in substitution for, any rights, remedies, and powers otherwise available to that party.

Notice

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:

• personal delivery,
• the second business day after mailing,
• the second business day after sending by confirmed facsimile, or
• the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).

No partnership, etc.

Nothing contained in this Agreement will create a partnership, joint venture, principal-and-agent relationship, or any similar relationship between the parties.

Severability

The invalidity or unenforceability of any particular term of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.

Waiver

No term or condition of this Agreement may be waived unless both parties sign a written waiver.

Force Majeure

“Force Majeure” means any act, occurrence, condition, or event beyond the control of a party that materially affects the performance of that party’s obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, power or equipment failures, labour strife, civil unrest, non-performance of our vendors or our suppliers and acts of God, but not including general economic conditions. Neither party is responsible for damages caused by delay or the failure to perform any of its obligations under this Agreement when the delay or failure is the result of Force Majeure. If a party contends that any of its obligations is suspended by reason of Force Majeure, that party must give notice to the other party, providing all necessary details. That party must give a similar notice as promptly as reasonably practicable when Force Majeure has ended.

Survival

Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including but not limited to the sections: Use of the Service, Registration, Consent to Electronic Communications and Solicitation, Third Party Content, Software Licenses, Copyright and Trademark Notices, Intellectual Property, Limitation of Liability, Disclaimer of Warranties, Indemnification, Remedies, General and Governing Law and Language and all additional terms and conditions necessary for the correct interpretation of the foregoing. Further, all monetary and non-monetary obligations of the parties owing and/or to be performed or discharged prior to the date of termination will survive termination until they have been performed or discharged.

Construction

No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein.

Assignment

Either party shall be permitted to assign this Agreement to an affiliate or to a purchaser of all or substantially all of the shares or assets of the party upon written notice to the other party.

Headings, Etc.

The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Enurement

This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.

The construction, validity and performance of these Terms and Conditions and any claim or dispute arising out of them shall be governed in all respects by the English law. The competent courts in the UK shall have exclusive jurisdiction in any legal matter arising from or related to the website and these Terms and Conditions. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.

Communication between us and you shall be conducted in English, unless the Parties agree on any additional languages for communication. We may provide support to its clients in various other languages.