Formal Offer

This Formal Offer (proposal to enter into the following Public Agreement) is intended for individuals/entities or other undertakings meeting all of the conditions set forth below (hereinafter referred to as Merchants):

1. The Merchant has a website meeting the requirements of international payment systems, and wishes to enable payment acceptance from its clients via this website;
2. The Merchant is engaged in legal types of activity and has all relevant permits/licenses;
3. The Merchant has filled out the Questionnaire available on the website Turbapay.com and received an acceptable Indicative Rates proposal (Pricing plan) or several proposals (without the indication of specific Providers);
4. The Merchant wishes to make use of TURBAPAY LTD’s consultancy services pertaining to the Merchant’s compliance with the requirements of Providers willing to render services to clients with parameters specified by the Merchant in the Questionnaire.

The Public Agreement is a contract of accession meaning that one Party (TURBAPAY LTD) enforces the specific terms and conditions and that it can only be entered into through accession to the proposed Agreement of the other Party (Merchant) substantially in a manner specified in the Agreement. Such acceptance means that the Merchant has read and fully understood the Public Agreement and that all of its conditions are accepted unconditionally in their entirety without any exceptions and restrictions.

TURBAPAY LTD may unilaterally amend the Public Agreement from time to time. The amendments shall come into force the moment they are published on TURBAPAY LTD’s website.

PUBLIC AGREEMENT

1. GENERAL

1.1. For the purposes of this Public Agreement the notions below shall have the following definitions:

1.1.1. Turbapay means TURBAPAY LTD, a company registered under the laws of England and Wales, registration number 12379025, with its registered office at Suite 23036 8 Shepherd Market, Mayfair, London, United Kingdom, W1J 7JY, represented by Barabach Yuliya, the Director, acting under Statute.

1.1.2. Turbapay Website means the website http://turbapay.com/.

1.1.3. Merchant means any individual, entity or another undertaking applying to Turbapay via Turbapay Website with a view to enabling client payments acceptance on the Merchant’s website for the purpose of conducting its business activities.

1.1.4. Provider means any company Turbapay LTD cooperates with and which ensures merchant account opening for Merchants and provision of other services required to enable payment acceptance on the Merchant’s website.

1.1.5. Services means consultancy services to find Providers matching the Merchant’s parameters specified in the Questionnaire and to ensure the Merchant’s compliance with those Providers’ requirements.

1.1.6.Questionnaire means the questionnaire/form made available on Turbapay Website for potential merchant clients.

1.1.7. Indicative Rates (Pricing plan) means indicative rates for Provider services issued to a Merchant on Turbapay Website based on the data received from the Merchant when the Questionnaire is filled out.

1.1.8. Service Application means an electronic document generated by a Merchant on Turbapay Website and containing information identifying the Merchant and confirming its intention to use the Services.

1.1.9. NDA means the sections of the Public Agreement (or appendices thereto) containing the Parties’ confidentiality obligations, or a non-disclosure agreement to be executed separately between the Parties.

1.1.10. Provider’s Requirements means the requirements for Merchants, including for documents package (certificates, powers of attorney, questionnaires, surveys etc.) and for a Merchant’s website put forward by the Provider to Merchants as a condition of entering into contracts with them.

1.1.11. Contact Person means the official representative of the Party obligated to keep in contact with the representative of the other Party during business hours, and at all hours in cases stipulated in the Public Agreement and also in urgent situations, for the purpose of settling matters associated with the Agreement perfo

1.1.12. Improper Performance of Obligations under the Public Agreement means either Party’s failure to perform the obligations covered by this Public Agreement, or failure to perform the same in full scope as stipulated herein, resulting in a liability provided for in this Public Agreement.

1.1.13. Confidential Information means any information designated by the Parties as confidential or proprietary, and also any other information pertaining to the agency services provided or to the Parties’ methods of operation and not publicly accessible.

1.1.14. Parties means Turbapay on the one hand and Merchant on the other hand entering into the Public Agreement.

1.2. The Parties hereby acknowledge and guarantee that all the notions listed in para.1.1 hereof are in line with their understanding, that they do not have any claims or remarks regarding their interpretation and fully agree with their definitions.

1.3. Where there are any discrepancies between the definitions set forth in para.1.1 hereof, the rules of relevant payment systems and the definitions of applicable laws or common law principles (lex mercatoria), the interpretations agreed between the Parties in this Public Agreement shall prevail.

2. SUBJECT MATTER

2.1. Turbapay shall provide the Merchant with Services specified in para.1.1.5 hereof and (subject to the Merchant’s compliance with the Provider’s Requirements) hand over the Provider’s/Providers’ contacts to the Merchant and the Merchant’s contacts to the Provider(s) for the subsequent execution of contracts between them, and the Merchant undertakes to pay for the Services as set forth herein.

2.2. Turbapay acknowledges and guarantees that it is entitled to provide services being the subject matter hereof, and that it has all relevant licenses and permits if any are needed for carrying out this type of activity.

2.3. The Merchant acknowledges and guarantees that it meets the criteria stated in the Formal Offer.

3. SERVICES PROVISION AND ACCEPTANCE

3.1. England and Wales shall be the territory of Services provision.

3.2. The Indicative Rates proposal shall be valid for 3 (three) days following provision thereof to the Merchant that filled out the Questionnaire. If upon the above term expiry the Merchant wishes to receive Indicative Rates and Services, it shall fill out the Questionnaire again.

3.3. If having reviewed the Indicative Rates (Pricing plan) the Merchant decides to use the services of Providers offering those Indicative Rates, it should press the button “Order Turbapay Services”.

3.4. Having performed the actions specified in para.3.3 hereof the Merchant shall be offered to fill out a Service Application on Turbapay Website, confirm the Formal Offer and submit the Application to Turbapay.

3.5. The Merchant’s payment for the Services in the amount specified in the Public Agreement shall constitute execution of the Public Agreement without the need to sign the same.

3.6. Not later than the next business day following the Public Agreement execution (provision of Services payment confirmation) Turbapay shall provide the Merchant with a list of documents necessary to enter into a contract with the Provider(s) and also with the Provider’s Requirements. Turbaypay shall provide the Merchant with consultation support when preparing the documents identified in the Provider’s Requirements.

3.7. With the preparation complete, Turbapay shall hand over the Provider’s/Providers’ contacts to the Merchant and the Merchant’s contacts to the Provider(s) for the subsequent execution of contracts between them.

3.8. Turbapay may request information about the progress of interaction between the Merchant and Provider, including information about:

3.8.1. content of correspondence with the Provider, time of Provider’s response to Merchant’s queries;

3.8.2. stage of negotiations between the Provider and the Merchant;

3.8.3. actual execution of contract between the Merchant and the Provider;

3.8.4. terms of contract made between the Merchant and the Provider.

3.9. Where there is no deal between the Merchant and the Provider, the Merchant shall inform Turbapay about the reason.

 4. COST OF SERVICES AND PAYMENT PROCEDURE

4.1. The Merchant shall pay for the Services in the amount of 250 euro for each selected Pricing plan, as specified in the Public Agreement.

4.2. The Merchant shall pay for the Services on Turbapay’s Website.

4.3. The bank transfer fee charged for the Services payment (if any) shall be covered by the Merchant in full.

4.4. Payment for the Services shall be made in the official European Union currency, euro.

4.5. The Merchant shall pay for the Services within 1 (one) day from the date of filling out the Questionnaire.

4.6. If the Merchant has paid for the Services but does not enter into a contract with any of the Providers offered by Turbapay due to their refusal to enter into the contract, notwithstanding the fact that the Merchant has complied with all terms and conditions of this Agreement, including para.5.1 hereof, and has provided all necessary documents and information as requested by the Provider, Turbapay shall refund the Merchant for the amount paid, less the bank fee, within 3 banking days from the date of the Provider’s written confirmation of the Merchant’s compliance with all of the above conditions.

4.7. The day when the full payment for the Services is credited to Turbapay’s bank account shall be the settlement day.

4.8. The Public Agreement shall serve as a basis for settlements between the Parties, without the need to issue invoices.

4.9. If necessary and as requested by the Merchant, an invoice can be issued for the Services payment.

4.10. The obligation to make payment for the Services may be delegated by the Merchant to a third party.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. Rights and obligations of the Merchant:

5.1.1. The Merchant shall be entitled to receive the Services, with the quality, quantity and manner of provision corresponding to the terms and conditions of this Public Agreement, subject to prior payment for the Services to Turbapay.

5.1.2. The Merchant shall:

• carry out its business operations in keeping with the applicable laws; otherwise Turbapay shall have the right to terminate the Public Agreement with the Merchant unilaterally, with no refund of the Services payment;
• promptly provide Turbapay and the Provider with any documents requested thereby in accordance with the Provider’s Requirements set forth in the request, and information about its operations;
• modify its website as per the instructions received from Turbapay and/or the Provider;
• ensure timely technical connection of its website to the Provider’s payment gate in keeping with the process offered by the Provider;
• provide Turbapay, within 3 business days from the latter’s request, with information about the amount of payment(s) accepted in favor of the Merchant under the Provider(s) contract.

5.1.3. The Merchant confirms that it has read and agrees with all the policies and rules set forth on Turbapay Website.

5.2. Rights and obligations of Turbapay:

5.2.1. Turbapay shall be entitled to process and use personal data provided by the Merchant.

5.2.2. Turbapay shall be entitled to request additional information from the Merchant for the purpose of executing a contract between the Merchant and the Provider.

6. LIABILITY OF THE PARTIES

6.1. The Parties shall be liable for non-performance or improper performance of their obligations hereunder.

6.2. Turbapay shall inform the Merchant about the Indicative Rates guided by the information submitted by Providers. Those rates are tentative and Turbapay shall not be liable for any changes made in them by the Provider.

6.3. Turbapay shall be released from liability if:

6.3.1. the Merchant has provided false or incomplete data;

6.3.2. the Provider changes its merchant policy.

6.4. Turbapay shall not be liable to the Merchant for any actions undertaken by the Provider during the execution and implementation of contractual relations between the Provider and the Merchant.

7. DISPUTE SETTLEMENT

7.1. The Parties shall resolve any disputes and differences arising from this Public Agreement through negotiations.

7.2. Any dispute between the Parties can be referred to a mediator in a pre-trial dispute settlement process.

7.3. The mediator and the country where the dispute shall be considered by the mediator shall be mutually agreed by the Parties.

7.4. If a dispute cannot be settled by negotiations or referred to a mediator, it shall be submitted to a court of relevant jurisdiction and cognizance.

7.5. The Parties have agreed that the courts of England and Wales shall be competent to settle disputes and conflicts which may arise from or in connection with this Public Agreement execution and performance.

8. FORCE MAJEURE

8.1. The Parties shall be released from responsibility for breach of obligations occurring due to circumstances beyond their control (force majeure) covered by this Public Agreement.

8.2. The Parties have agreed that the following circumstances shall be considered force majeure: acts of God – flood, earthquake, tornado, tsunami, draught, wildfire, volcano eruption etc.; manmade disasters – accidents, fire, explosions etc.; social and political phenomena – war, strikes and labor disputes, martial law or state of emergency, terrorist acts, rebellion, coup d’état, armed conflicts etc.; other force majeure circumstances – adoption of regulations by government authorities preventing the Parties from the performance of their obligations hereunder, and so on.

8.3. The list of circumstances set forth in para.8.2 hereof is not exhaustive.

8.4. The Parties shall have the right to refer to force majeure circumstances as the reason of non-performance or improper performance hereunder if the Party prevented from performing its obligation in a timely manner notifies the other Party within 5 (five) days from the moment of emergence of force majeure circumstances.

8.5. A Party referring to force majeure circumstances as the reason of non-performance under the Public Agreement must prove their existence by providing a document issued by the relevant body authorized to issue the same within 14 (fourteen) days from the date of notice given to the other Party concerning the impossibility of performing its obligations under the Public Agreement due to force majeure circumstances.

8.61. Failing to comply with para.8.4 and/or para.8.5 hereof, the affected Party shall lose the right to refer to force majeure circumstances as the reason of non-performance of its obligations hereunder.

8.7. Should force majeure circumstances continue for 6 (six) consecutive months, the Public Agreement shall be terminated without the need for the Parties to execute any additional appendices in connection therewith.

9. AGREEMENT TERM AND AMENDMENTS

9.1. The Public Agreement shall come into force the moment Turbapay receives payment for the Services from the Merchant and shall remain in force until the Parties fulfill their obligations in full or until the Agreement is terminated.

9.2. Subject to mutual agreement, the Parties may execute an additional agreement hereto which shall become effective the moment it is signed by the Parties.

9.3. Expiration of this Public Agreement shall not release the Parties from any liability incurred by either Party through breach of obligations during the Public Agreement term.

10. CONFIDENTIALITY

10.1. Considering that the Parties will provide each other with Confidential Information, namely documents, information and materials related to the services, and as the Parties wish to protect the Confidential Information which the Parties will exchange during the Public Agreement term, the Parties have agreed that either Party receiving Confidential Information from another Party undertakes not to disclose the same by publishing or by any other means within 5 (five) calendar years from the Public Agreement date and shall keep it confidential. However, this provision does not prohibit either Party to provide Confidential Information to government authorities and other enterprises, institutions and organizations whenever it is necessary to fulfill this Public Agreement, and also in events expressly covered by the legislation, or as agreed between the Parties in advance in writing.

10.2. The Parties shall:

10.2.1. take diligent efforts to ensure the secrecy and confidentiality of all Confidential Information, using the same degree of care which the relevant Party usually applies to its own Confidential Information but no less than a reasonable degree of care;

10.2.2. restrict the disclosure of the other Party’s Confidential Information to the officials, directors and key employees who need to know the Confidential Information;

10.2.3. use the Confidential Information exclusively for the purposes of this Public Agreement.

10.3. Confidential Information shall not include information:

10.3.1. which was known to the Party before it was received from the other Party, unless it was disclosed earlier to such Party by the other Party;

10.3.2. which at the time of disclosure by the relevant Party was publicly available;

10.3.3. which is or becomes publicly available not as a consequence of this Public Agreement breach;

10.3.4. which was lawfully received by either Party from a third person;

10.3.5. which must be disclosed under any law, statutory act or decision of a competent court.

10.4. A Party failing to comply with the conditions set forth in Section 10 hereof shall compensate the injured Party for its damages and shall bear other responsibility as envisaged in the laws of England and Wales.

10.5. Parties shall not be liable for disclosure of Confidential Information to any authorities, enterprises or institutions if such information is provided in connection with the obligations to provide services covered hereby.

10.6. The Parties have agreed that the conditions of this Section 10 shall be in force for 5 (five) years from the Public Agreement date irrespective of any other conditions set forth herein.

11. CHOICE OF LAW

11.1. The Parties have agreed that this Public Agreement is made in keeping with the “freedom of contract” principle, and the Parties therefore have regulated the relations being the subject matter hereof in their own discretion and have recognized them as binding.

11.2. The Parties have agreed that any relations not covered hereby shall be governed by the principles of international commercial treaties (UNIDROIT).

11.3. The Parties have mutually agreed that any relations not covered by this Agreement and/or UNIDROIT principles shall be governed by the laws of England and Wales.

11.4. The Parties shall have the right to choose the law of another country to apply to this Public Agreement, subject to mutual consent and execution of an additional agreement.

12. DETAILS OF THE PARTIES