“Floodlight” is the trading name of Ela Expeditions UK Ltd., a limited company with registration number 13678597, and its registered address at 30 Old Bailey, EC4M 7JZ, London, United Kingdom, offers our services in the UK as an agent of PayrNet Limited, a company incorporated and registered in England and Wales with registration number 09883437 and whose registered address is at Kemp House, The Hewett, 14 Hewett Street, London EC2A 3NP, a company authorized by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 900594) for the issuing of electronic money.
1.1. "Customer" or "you" means the entity on behalf of which you are accepting these Terms.
1.2. "Floodlight Account" means an account registered by you on the Platform for using the Services.
1.3. "Fees" means the fees applicable to Services provided by Floodlight to Customer, as provided through the Platform or otherwise agreed between the parties in writing.
1.4. "Platform" means the Floodlight solution dashboard enabling Customers to set up and manage their Third Party Account and process payments received in or made from such Third Party Accounts.
1.5. "Services" means any services (including any payment processing services, to the extent applicable), documentation, and software made available through the Platform, but excluding Third Party Accounts.
1.6. "Buyer" means a person or entity entering into a Transaction with Customer for the purchase of products or services from Customer.
1.7. "Seller" means a person or entity entering into a Transaction with Customer for the sale of products or services to Customer.
1.8. "Third Party Account" means a bank account set up and maintained by Customer through thePlatform.
1.9. "Third Party Products" means any service, products, software or application that is provided by a third party and interoperates with a Service, including Third Party Accounts.
1.10. "Transaction" means a transaction for the purchase of products processed through the Floodlight Account.
1.11. "UBO" means the ultimate beneficial owner of Customer, being the individual person who ultimately owns or controls Customer, including but not limited to an individual who holds, directly or indirectly, 25% or more of Customer's issued-and-outstanding share capital or equivalent ownership interests.
1.12. "We","Us","Floodlight"or"Our" means Ela Expeditions UK Ltd.
Subject to the terms and conditions of this Agreement, Floodlight shall provide Customer with the Services through the Platform. During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Floodlight grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable right for Customer employees, agents, representatives and contractors who are permitted access to the Platform by Customer ("Authorized Users"), for Customer’s internal business use, to access and use the Services in accordance with the terms hereof according to applicable documentation ("Documentation"). The Services will include the following:
2.1. Eligibility for Services. You may apply to set up an Floodlight Account, and we may accept your application, if you are acting on behalf of a limited liability company, limited company or public limited company established in the European Economic Area or in the United Kingdom, and are at least 18 years of age. You must be an owner of, a director in, or otherwise authorized to action behalf of, the Customer. Floodlight will evaluate the Customer's business and whether it meets Floodlight's regulatory requirements and Floodlight's risk guidelines, based on the information provided by you in the application. If you engage in any of the following activities, we will not permit you to set up an Floodlight Account
- Originating from high-risk geographical locations
- Cryptocurrency trading or other Cryptocurrency businesses
- Restricted Anonymous or Numbered Accounts, Shell Banking Financial Services
- Prohibited Cash and Cheque Handling: Cheque Cashing, Deposit Taking, Cash Transfer Financial Services
- Credit repair, Debt Restructuring
- Debt recovery, Debt settlement, Debt Collections
- Financial Pyramid or Ponzi Schemes
- Lottery, Gambling and Gaming, including payouts
- Financial institutions (e.g. MSBs, PSPs or EMIs, etc)
- Any industry known to be an illegal industry in its local jurisdiction
- Illegal Drugs and Narcotics
- The sale or distribution of stolen goods (including digital and virtual goods), counterfeit goods and violation of intellectual property, or items that violates individual privacy (revenge porn)
- Any products harmful to human health - tobacco, e-cigarettes and e-liquid, CBD products (pharmaceutical products are subject to PayrNet approval)
- Operating a business that requires a license or special permit without obtaining such license (i.e. Unregulated Auction Houses)
- Production of Adult or Violent content
- Production or Distribution of Offensive Weapons: Ammunition, Firearms, Explosives, Complex Weapons (i.e. guided missiles), Poisons
- Psychic services
- Selling, hosting, distributing, producing or promoting offensive materials, including materials that incites or promotes racial hatred or discrimination based on gender, race, religion, national origin, physical ability, sexual orientation, or age
- Transactions involving Human Organs
- Sanctioned individuals and entities
- Dealers in precious metals and stones
2.2. Floodlight Account. Upon setting up a Floodlight Account, you will be able to hold, transfer and receive funds electronically in multiple currencies at the same time. Deposits and transfers to the Floodlight Account can be made by transfers from other financial institutions or by transfers through payment gateways. Transfers from the Floodlight Account may be carried out by SEPA credit transfers, SEPA instant and SWIFT wires to recipients in the authorized territories, based on Floodlight’s risk assessment.
We will not hold any money from or for you. Any money received in connection with our provision of the Order Handling Services is held by PayrNet Limited (PayrNet). PayrNet will be responsible for safeguarding your money in accordance with applicable law of the jurisdiction in which Payr Net is established and the relevant terms and conditions agreed between you and PayrNet. By agreeing to these terms of service, you are also agreeing to the terms and conditions with Payrnet (which can be found at the bottom of end of these terms).
We will not be liable to you for the acts, omissions or insolvency of PayrNet or any third party banking institution which holds your money in accordance with this Clause 6, provided that we have exercised due skill, care and diligence in the selection of PayrNet.
2.3. Transfer and Payment Terms. Transfers to and from your Floodlight Account are subject to certain restrictions imposed in accordance with Floodlight's risk assessment policies, including on the amount of the transfer, the jurisdictions to and from which transfers are enabled, the parties from/to which transfers can be made, the activities responsible for creating the funds transferred, minimum information required to execute the transfer etc.
2.4. Refusing or delaying of Transactions. Under certain circumstances, Floodlight may refuse or delay a payment, including for the following reasons: (i) failure to provide all information reasonably requested by Floodlight to complete the transaction; (ii) a third party, such as Mastercard, PayrNet Limited, UAB “PayrNet” or Railsbank Technology Limited, prevents us from making the payment due to their regulatory obligations; (iii) the amount of the transaction is outside the scope of your permissions based on the Floodlight Account settings; (iv) Floodlight reasonably believes the transaction nature would is associated with financial crime and/or is detrimental to Floodlight's reputation.
2.5. The Floodlight Platform and integration. You may integrate bank accounts held with other financial institutions and payment gateways into the Floodlight Platform (www. Floodlight.eu),including the Third Party Account (each a "Third Party"). In order for Third Parties to be able to provide you with certain aspects of the Services, we may share your data with such Third Party, and receive your data from such Third Party. Our agreements with Third Parties outline the appropriate use and handling of this information.
2.6. The Floodlight card. Upon request and approval, you will be issued a Mastercard card (referred to as the “Floodlight Card”) by PayrNet Limited and UAB “PayrNet”, and is regulated by the Bank of Lithuania in the EEA. You may further issue, remove and alter physical or virtual Floodlight Cards through your Floodlight Account. The Floodlight Card is issued as virtual and physical Mastercard payment cards that can be used to execute payment transactions online. The physical cards can also be used in physical point-of-sales and to withdraw cash at an ATM.
Transactions on Floodlight Cards may be subject to additional restrictions, as set forth in the applicable card agreement. Prior to using a Floodlight Card you must activate it through your Floodlight Account.
2.8. Prohibited Use. You may not use the Floodlight Card or Floodlight Account to do any of the following: (i) abuse, exploit, or circumvent controls or restrictions imposed by a merchant concerning its products or services; (ii) abuse, exploit, or circumvent controls or restrictions imposed by a platform; (iii) create an excessive amount of virtual Floodlight cards without a reasonable business purpose; (iv) let someone who isn’t an Administrator or User access the Floodlight Account or use the Floodlight Card. Use of the Floodlight Card or Floodlight Accounting breach of the foregoing, may cause the temporary or permanent suspension of your Floodlight Account or Floodlight Card.
3. Customer Floodlight Account and Card
3.1. Account Information. Customer acknowledges and agrees that the Services will require Floodlight to conduct certain AML (Anti Money Laundering), KYC (Know Your Customer) and KYB(Know Your Business) inquiries, and represents and warrants that any information provided by the Customer in response to such inquiries is accurate and complete. Customer agrees and undertakes to update Floodlight immediately of any changes in the information provided by the Customer in response to such inquiries.
3.2. Administrator and authorized user.The individual that registers for and creates a Floodlight Account, who must be a director or UBO of Customer, will be defined as an “Administrator”. The Administrator will be the only individual allowed to operate the account and will be jointly responsible (together with Customer) for all transactions and activities conducted on his/hers Floodlight Account. Notwithstanding the above, the Administrator may authorize in writing certain Authorized Users to operate his/her Floodlight Account (including fund movement and debit card issuance), provided (i) that such Authorized Users are employees of Customer or of its affiliates; and (ii) that Customer and the Administrator shall be responsible for such Authorized Users’ operation and use of the Floodlight Account.
4. Keeping the accounts and cards safe
4.1. Our responsibility to keep your account safe. Floodlight uses various measures to ensure accounts and funds safety, including strong customer authentication solutions, data encryption, fraud detection software, transaction monitoring and software notifying us when potential account breaches have occurred.
4.2. Account Security. Customer must safeguard and not disclose Customer's Floodlight Account user names and passwords and Customer must supervise the use of such Floodlight Account.Customer must provide us accurate and complete information in order to create an Floodlight Account, including details of the Authorized Users linked to the Floodlight Account. Customer agrees to keep Customer's Floodlight Account information up to date and accurate. Any Services associated with Customer's Floodlight Account will be charged to customer's Floodlight Account. CUSTOMER IS SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE FLOODLIGHT ACCOUNT USERNAMES AND PASSWORDS. CUSTOMERS SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE FLOODLIGHT ACCOUNT. Customer must notify us immediately of any unauthorized use of Customer's Floodlight Account or any other breach of security.
4.3. Card Security. Customer must safeguard and not disclose Customer's Floodlight Cards details and supervise the use of such Floodlight Cards. Customer must notify Floodlight immediately upon becoming aware of loss, theft or any unauthorized use of the Floodlight Cards. CUSTOMERS SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE FLOODLIGHT CARD DETAILS. CUSTOMER IS SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE FLOODLIGHT CARD, except as provided in the applicable Third Party charge back resolution policy, as made available to the Customer.
5. Fees and Payments
5.1. General. In consideration for the Services, Customer shall pay Floodlight the Fees as detailed here. Floodlight shall be entitled to deduct Fees from any amounts owing by it to the Customer, and such other amounts as are owing to it hereunder.
5.2. Taxes. All Fees and other sums payable by the Customer under this Agreement are exclusive of VAT and any other applicable taxes that may apply hereto under any Law ("Taxes"). The Customer will pay such Tax upon receipt of a valid tax invoice therefor. If the Customer is required by Law to make a deduction or withholding from any payment due under this Agreement, it shall pay such additional amounts as are required to ensure that the net amount received and retained by Floodlight equals the full amount that would have been received and retained by it had no such deduction or withholding been made and/or no such liability to tax been incurred.
5.3. Settlement. Floodlight will credit or charge, as applicable, the Customer with the value of a Transaction, after deduction of applicable Fees and Taxes (the "Settlement Amount"), in accordance with the settlement terms agreement between the parties in writing. Floodlight may hold Settlement Amounts until remittance of such Settlement Amount is due in accordance with the terms hereof. The Customer shall not be entitled to receive any interest in respect of funds so held by Floodlight.
5.4. Remittance. Customer shall be entitled to receive from Floodlight the Settlement Amounts net of any applicable third party bank charges, chargebacks, refunds and other adjustments (the"Remittance") due in respect of Transactions permitted under this Agreement. Floodlight will remit the amount of the Remittance to the Third Party Account maintained by Customer through the Floodlight Account.
6. Use Obligations and Restrictions
6.1. Obligations. You agree to do each of the following in connection with your use of the Services:(i) use the Platform in accordance with Documentation and to promptly and accurately provide all information that Floodlight reasonably requests to evaluate Customer, Sellers, Buyers and Transactions; (ii) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control, as well as any regulatory schemes or licenses applicable to Customer's business, such as marketing licenses for medical, cosmetics or other regulated products; (iii) use reasonable security precautions in your access to the Services.
6.2. Restrictions. You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, orPlatform; or (e) reverse engineer or decompile the Services, attempt to do so, or assist any one in doing so.
6.3.1. You affirm that Sellers are solely responsible for the nature and quality of the products or services Seller(s) provide, and for delivery, support, refunds, returns, and for any other ancillary services Seller(s) provide to You. Further, You affirm that Customer is solely responsible for the nature and quality of the products or services Customer provides, and for delivery, support, refunds, returns, and for any other ancillary services Customer provides to Buyers. You may not use the Services to enable any person (including you) in or for the benefit of a country, organization, entity, or person embargoed or blocked by governments, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the Office of Financial Sanctions Implementation (OFSI), the United Nations Security Council and the Council of the European Union.
6.3.2. You agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount that will be charged to Buyers for a Transaction in the appropriate currency prior to submitting it to the Service; (ii) provide a receipt that accurately describes each Transaction to Buyers; (iii) provide Buyers a meaningful way to contact you in the event that the product or service is not provided as described; and (iv)not use Services to sell products or services in a manner that is unfair or deceptive, or does not disclose material terms of a purchase in advance. You also agree to maintain and make available to Buyers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Buyers can receive a refund.
7. Customer Data
7.3. Termination of Use Rights. If you would like us to stop using your data, you will be required to terminate your Floodlight Account. In that case, we will stop using Customer Data for the purpose of providing our Services, but we may retain certain personal data about you and the directors and any ultimate beneficial owners of the Customer for a limited period for compliance purposes and for other lawful grounds to do so (such as to meet our legal and regulatory obligations).
8. Intellectual Property Rights
8.1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved byFloodlight and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Floodlight’s intellectual property rights. Nothing in the Terms constitutes a waiver of Floodlight’s Intellectual Property Rights under any law.
8.2. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"),you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
You will indemnify, defend, and hold harmless Floodlight, its affiliates, resellers, employees and agents(the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party: (i) alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights; or (ii) arising out of Customer's violation of applicable law, use of the Services in violation of these Terms, or breach of the Third Party Terms.
10. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY. FLOODLIGHT PROVIDES THE SERVICES AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND FLOODLIGHT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES -STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY.FLOODLIGHT FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOODLIGHT’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FLOODLIGHT BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSSOF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES,HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT ELA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.Term and Termination
11.1.Term. These Terms commence on the date you first accept them and will remain in effect until your subscription to the Services expires or terminates, or until these Terms are terminated.
11.2. Termination. You may stop using the Services at any time and you may delete your Floodlight Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You, the Floodlight Account will be terminated, and from the date of termination You will no longer be able to access your Floodlight Account.
11.2.1. Termination by Customer. Unless the Floodlight and the Customer have agreed in writing to a minimum term or different termination provisions, the Customer may, at any time, upon notice, terminate the Floodlight Account as a whole or particular Service, after the Customer has settled all contractual and monetary obligations toward Floodlight in connection with the applicable Floodlight Account or Service.
11.2.2. Termination rights of Floodlight. Floodlight may terminate the Floodlight Account at Floodlight's discretion, upon 60 days prior written notice to the Customer. Floodlight may Terminate the Floodlight Account as a whole or a particular Services with immediate effect upon notice in the event of Customer's breach of the terms hereof, including in particular, if the Customer has made false/incorrect statements as to the Customer’s financial status or general information regarding the Customer’s activity, if such statements were of significant importance for the Floodlight’s decision concerning operations involving risks for Floodlight (e.g. the delivery of a payment card), or if a substantial deterioration in the Customer’s financial status or in the value of security occurs or threatens to occur, jeopardizing the overall business continuity of the Customer.
11.2.3. Termination rights of Third Parties. Customer acknowledges that Third Parties may terminate a Third Party Account at any time, including in particular if:
- Customer is in breach of this Agreement; and/or
- the Third Party suspects that you are using the Services for any illegal purposes.
11.2.4. Customer acknowledges that use of the Services requires an active Third Party Account.If a Third Party suspends or terminates your access to a Third Party Account, your access to the Floodlight Account and the Services will terminate. This may occur where we or the Third Party have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s).
11.2.5. If your agreement with a Third Party has terminated, we may terminate this Agreement with immediate effect. If a Third Party's agreement with Floodlight terminates, we will give you not less than sixty (60) days written notice to terminate this Agreement.
11.3. Blocking access to an account. Account security is very important to Floodlight. For that reason, we may, on occasion, suspend access to your Floodlight Account in cases where we have reasonable suspicion that the security of your Floodlight Account has been compromised or we believe that it might be used without your permission or for fraudulent purposes. We may also suspend your Floodlight Account to meet our legal or regulatory obligations. In such cases, we will inform you as soon as possible via email.
11.4. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights,Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
12.Governing Law and Jurisdiction
For customers located in the United Kingdom, these Terms are governed by the laws of England and Wales excluding rules as to choice and conflicts of law and the courts in London, England will have jurisdiction. Not with standing, Floodlight or its Affiliate may bring suit for payment in the country where You are located. You and Floodlight agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
13.1. Changes to Terms. Floodlight may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
13.2. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
13.3. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
13.4. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Floodlight.
13.5. Entire Agreement. These Terms contain the entire agreement between Floodlight and You relating to your use of the Services and supersedes any and all prior agreements between Floodlight and You in relation to the same. You confirm that, in agreeing to accept these Terms,You have not relied on any representation except as has expressly been made by Floodlight in these Terms.
13.6. Assignment. You may not assign your rights or delegate your obligations under these Terms without Floodlight’s prior written consent. Any purported assignment contrary to this section will be null and void. Floodlight may assign its obligations hereunder among the various Floodlight entities within the Floodlight Inc. group, by a change to the definition of Floodlight here under which change will become effective upon posting on our website.
13.7. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.
13.8. Complaints. If you wish to raise any complaint or concern in connection with the Services or your Floodlight Account, please consult our complaints policy available at www.floodlight.eu, and contact us (contact@Floodlight.eu) as provided thereunder.