Terms and Conditions for SecOre Payout

This document establishes an agreement between CarbonPay Ltd ("SecOre"), located at Nightingale House, 46-48 East Street, Epsom, Surrey, KT17 1HQ, and you, the individual or individuals for whom an account has been opened (the "Customer") (“Agreement”). 

Whereas

  • Whereas, SecOre is engaged in the business of providing a technical platform that enables Customers to access payment services offered by a fully authorised Electronic Money Institution (“EMI”) in connection with the sale of recycled material at one of the locations of European Metal Recycling Ltd (“EMR”).
  • Whereas, the Customer for whom an account has been opened desires to utilise the services provided by SecOre for the facilitation of such payments;
  • Whereas, EMR is engaged in the business of purchasing recycled material and wishes to make payments to its customers through the SecOre platform;
  • Whereas, both parties acknowledge the necessity of satisfying all terms of this Agreement for the successful provision of the services;
  • Now, therefore, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows.

1. Services

  1. SecOre acts solely as a technical service provider. SecOre’s role is limited to providing a digital platform that enables the Customer to access and utilise payment services offered by our EMI, an authorised Electronic Money Institution. SecOre does not at any time provide regulated payment services, hold, control, or access Customer funds. All regulated payment services, including the holding and transfer of funds, are provided exclusively by EMI. All regulatory obligations, including KYC and customer due diligence, are the responsibility of our EMI.
  2. The Services include but are not limited to:
    1. Providing technical support to facilitate the use of our EMI’s payment services.
    2. Enabling the Customer to initiate and manage payments through our EMI’s platform.
    3. Enabling an easy onboarding process in compliance with applicable laws including KYC/KYB to Customers.
    4. Provision of logging and tracking of all sales in a single dashboard.  

2. Duration of Agreement:

This Agreement begins on the date it is accepted by the Customer and will remain in effect until terminated by either party in accordance with this Agreement.

3. Customer's Warranties: 

As a condition of this Agreement, you, the Customer, make the following declarations and assurances to SecOre for the duration of your account and for each payment facilitated: 

  1. You affirm that you are the rightful owner of the payments and are unaware of any reason why they cannot be processed. 
  2. You accept responsibility for reporting and paying any taxes owed to HMRC on payments received under this Agreement.
  3. You warrant that you will comply with all applicable laws and regulations, including but not limited to anti-money laundering (AML) laws, trade sanctions, and any other relevant financial regulations. 

  4. You acknowledge that all AML, KYC, and sanctions checks are performed by our EMI as the regulated EMI, not by SecOre.

4. Politically Exposed Person (PEP) Warranty:

You, as the Customer, represent and warrant that neither you nor, if applicable, any beneficial owner, director, partner, or authorised signatory of you is a Politically Exposed Person (PEP), an immediate family member of a PEP, or a known close associate of a PEP as per applicable laws. 

5. SecOre’s Warranties

As a condition of this Agreement SecOre makes the following declarations and assurances to Customer for the duration of your account and for each payment facilitated: 

  1. SecOre will use reasonable efforts to keep services available, except during scheduled maintenance or unforeseen events.
  2. SecOre will implement reasonable measures to protect customer data from unauthorised access.
  3. SecOre will ensure transaction and account information is accurate to the best of its knowledge.
  4. SecOre will perform services with reasonable skill and care, aligned with industry standards.

6. Fees for our Services:

  1. SecOre charges a 2% fee for using the SecOre platform. This fee is taken from the amount you receive through our EMI’s payment services. 
  2. The fee is only for using the SecOre platform, not for payment services provided by the EMI.

7. Your Personal Information:

  1. For the purposes of data protection law, different entities act as data controllers for different types of your personal information:
    1. Our EMI is the primary data controller for all payment processing data, including transaction records, account balances, and regulatory compliance information.
    2. SecOre and EMR act as joint data controllers for marketing and commercial data related to your recycled material transactions and customer relationship management.
    3. EMR processes certain customer onboarding data on behalf of SecOre as a sub-processor during the account opening process.
  2. This means that depending on the type of data and its use, you may need to exercise your data protection rights (such as access, correction, or deletion requests) with different entities:
  3. For payment and wallet-related data: Contact our EMI directly using their standard procedures.
  4. For marketing and commercial data: Contact either SecOre at [email protected] or EMR directly.
  5. For general inquiries about data processing: Contact [email protected] and we will direct you to the appropriate data controller.
  6. All parties comply with applicable data protection laws including GDPR and will cooperate to ensure your data protection rights are respected regardless of which entity you contact initially
  7. If required by applicable laws, we may disclose your personal data to third parties.  
  8. For detailed information on your rights and how we handle your data, visit https://secorepay.com/privacy or contact us directly via email [email protected].

8. How you can end this Agreement:

You may terminate this Agreement at any time by providing written notice to SecOre [email protected].  

9. How we can end this Agreement:

  1. We reserve the right to terminate this Agreement and close your account immediately without notice if:
    1. You violate any terms of this Agreement.
    2. You provide false information to us.
    3. Your account is misused or involved in fraudulent activities.
    4. We suspect that continuing the Agreement would cause us to breach legal or regulatory obligations.
    5. We may also suspend or terminate the Services at our discretion.
  2. Upon termination of this Agreement for any reason any remaining funds held in your account will remain accessible to you through the EMI or EMR in accordance with their terms and conditions.

10. Limitation of Liability

  1. Extent of Liability: SecOre shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with this Agreement or the Services, to the extent legally possible. Additionally, SecOre shall not be liable for any breach of this Agreement resulting from non-compliance with anti-money laundering (AML) or trade sanctions laws.
  2. Maximum Liability: SecOre's total liability to the Customer for any claim arising out of or relating to this Agreement or the Services shall not exceed the total fees paid by the Customer to SecOre under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
  3. Force Majeure: SecOre shall not be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or governmental actions or any failure or outage of a service provider.

11. Disclaimer of Liability for Recycled Material Valuation: 

  1. SecOre shall not be liable for the calculation, valuation, or assessment of the recycled material or the total amount owed to the Customer. The responsibility for determining the value and quantity of recycled material, as well as the corresponding payment amounts, rests solely with EMR and any relevant third parties involved in the transaction. 

  2. SecOre’s role is limited to providing the technical platform through which payment instructions are transmitted to our EMI, based on information provided by EMR. 

12. Governing Law and Dispute Settlement:

  1. This Agreement is governed by the laws of England and Wales. 
  2. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
  3. To the extent permitted by law, disputes must be brought on an individual basis, and you waive any right to participate in a representative, group, or collective claim, unless applicable laws permit otherwise.

13. Incorporation of our EMI Terms: 

  1. As a condition of accessing and using the SecOre platform and related services, you, the Customer, must review and expressly accept the terms and conditions of our EMI which operates as the EMI in connection with the provision of the Services. . 
  2. You acknowledge and agree that you will not be able to use any payment services provided by EMI through the SecOre platform unless and until you have accepted EMI’s terms. Your continued use of the SecOre platform constitutes your ongoing acceptance of the EMI terms and conditions.
  3. For the avoidance of doubt, all matters relating to the e-money account, including loading, use, security, and complaints, are governed by EMI’s terms and conditions, which you must accept and comply with.
  4. If you decline to accept these terms and conditions, you may still complete your transaction with EMR using alternative payment methods available at the time of sale.

14. Relationship Between Parties 

  1. SecOre provides access to a digital wallet platform, which allows Customers to receive payments for the sales of recycled material through a secure digital solution. 
  2. The wallet and associated e-money account are issued and operated by our authorised EMI. 
  3. The Customer wishes to utilise the services provided by SecOre and our EMI for the facilitation of wallet payments related to recycled material transactions with EMR.

15. Severability: 

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be severed, and the remaining provisions shall continue in full force and effect.