Formal offer

Formal Offer published and entered into force: 21.04.2021.

This Formal Offer (hereinafter the "Public Agreement") is a public agreement between you (hereinafter the"you", "Client") and BEEZYY CASHIER SYSTEM LTD, company incorporated in England and Wales with company number 13076709, registered office address: 85 Great Portland Street, London, England, W1W 7LT, company number 13076709 (hereinafter the "Beezyy", "we"), hereinafter referred to jointly as the "Parties" and each as a "Party", according providing Services Beezyy System and its Products.

PLEASE READ THIS PUBLIC AGREEMENT CAREFULLY AS IT REGULATES THE SERVICES PROVISION OF THE BEEZYY SYSTEM AND ITS PRODUCTS, WE PROVIDE YOU WITH THE SERVICES, YOUR USE OF OUR SERVICES. USING SERVICES OF THE BEEZYY SYSTEM YOU UNDERSTAND ALL RISKS, ACCEPT THIS PUBLIC AGREEMENT, AND REDUCE LIABILITY FROM B FOR ANY FINANCIAL DAMAGES RELATED TO THE PROVIDED OF OUR SERVES.

HOW YOU ACCEPT THE PUBLIC AGREEMENT

This Public Agreement is deemed to be accepted by you subject to the following conditions:

  • You have read the terms of the Public Agreement and all its essential parts (with any changes and/or amendments to them);
  • The Client has a website meeting the requirements of international payment systems, and wishes to enable payment acceptance from its Users via this website;
  • The Client is engaged in legal types of activity and has all relevant permits/licenses;
  • You used the feedback form by clicking on the "Apply Now" button or have used the Questionnaire and provided complete and accurate data about your company, according to the four stages of the feedback form;
  • The Client wishes to make use of Beezyy System consultancy services pertaining to the Client’s compliance with the requirements of Providers willing to render services to Users with parameters specified by the Client in the Questionnaire or Application.
  • You have provided the required mark in a special field under the heading "I accept the terms of the Public Agreement" in the feedback form.

After you click the "Next" button and you will see a special message informing you about the successful completion of the feedback form, and the terms of the Public Agreement (as defined in Section 1 below) become binding and applicable to you.

Attention: if you do not agree with the terms of the Public Agreement, please do not fill out the feedback form and do not use the Services and Products.

1. DEFINITIONS

  1. 1.1 Application - this is a document drawn up in writing or electronic form, with the help of which Beezyy receives Personal Data about the Client.
  2. 1.2 BEEZYY CASHIER SYSTEM - is a payment system provider of cash registers, which is integrated into the site and through which an individual or legal entity may make a payment (hereinafter "System" or "Beezyy").
  3. 1.3 Business Day - means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  4. 1.4 Beezyy Website (hereinafter referred to as "Website") - means a web page or a group of web pages on the Internet through which the Client receives the Services and uses the services of the Beezyy System, which are posted on the Internet at the following address: https://beezyycashier.com/.
  5. 1.5 Client - means a legal entity that uses Beezyy Services and with its help receives payments from the Users.
  6. 1.6 Confidential Information - means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
  7. 1.7 Indicative Rates (Pricing plan) - means indicative rates for Provider services issued to a Client on Beezyy Website based on the data received from the Client when the Application is filled out.
  8. 1.8 Intellectual Property : any and all of the following items regarding the Software or any of its part or any other result of the BEEZYY CASHIER SYSTEM, including, without limitation: (i) all inventions, whether patentable or unpatentable (and whether or not reduced to practice), all improvements thereto, and all patents, including all patent and patent disclosures and applications and registered design and registered design applications, together with all reissuance, continuations, continuations-in-part, revisions, extensions and reexaminations thereof; (ii) all trademarks, including registered or unregistered trademarks, registered or unregistered service marks, and all translations, adaptations, deviations, combinations, applications, registrations and renewals in connection with any registered or unregistered trademark or service mark, and all trade names, trade dress and logos; (iii) all copyrights, including all registered copyrights, copyright applications, copyrightable works and unregistered copyrights, and all applications, registrations and renewals in connection therewith; (iv) all computer software and software licenses (including data and related documentation), source and object codes, databases, internet domain names, e-mail addresses; (v) writings, designs, drafts, lectures, illustrations, photographs, motion pictures, scientific and mathematical models; (vi) all similar proprietary rights; (vii) trade secrets of the following of any nature, financing, marketing and customer information, technology, know-hows, proprietary processes, formulae, algorithms, models and methodologies; (viii) all changes, improvements, copies and tangible embodiments, all recorded material defining, describing, or illustrating of the foregoing, in whatever form or medium.
  9. 1.9 Intellectual Property Rights: any and all of the following rights of the BEEZYY CASHIER SYSTEM, any of its part or any other result of the Services, including, without limitation: all licences, patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in the Intellectual Property.
  10. 1.10 Owner of the Beezyy System - means Beezyy Cashier LTD, register number 13076709, incorporated in England and Wales on 11 December 2020, location: Suite 6024 128 Aldersgate Street, Barbimay, London, United Kingdom, EC1A 4AE, represented by President , who acts on the basis of decision of the Board of Directors(hereinafter referred to as the "Owner").
  11. 1.11 User - means a person who makes payments using Beezyy, which is integrated on the Client's website.
  12. 1.12 Product - means a special service Beezyy or an auxiliary application from Beezyy, or an additional solution from Beezyy that allows the Client to receive additional services for managing transactions and payments of the User.
  13. 1.13 Provider - means any company with which Beezyy has the relevant contract and which is allowed to sign payment service agreements with Client.
  14. 1.14 Provider’s Requirements - means the requirements for Clients, including for documents package (certificates, powers of attorney, questionnaires, surveys etc.) and for a Client’s website put forward by the Provider to Clients as a condition of entering into contracts with them.
  15. 1.15 Public Agreement- means the user agreement between the Client and the Owner and its integral parts, taking into account all additions and / or changes that can be made in the manner determined by their terms.

    The essential parts of the Public Agreement are: Privacy Policy, Cookie Policy, AML/CTF AND KYC Policy, Return Policy, Refund Policy, Terms of Use;

    any other agreements concluded by Beezyy, in cases where, according to the text of these agreements, Beezyy directly indicated that they are an essential part of this Public Agreement.

  16. 1.16 Questionnaire - means the questionnaire/form made available on Beezyy Website for potential Clients.
  17. 1.17 Services:
    1. 1.17.1 Cashier software. Efficient cashier software for your business with PSP integrations. High responsibility, improved routing and risk management toolkit included.
    2. 1.17.2 Custom optimization System. Setting up your transactions, optimizing currency, country and counterparties usingSystem tools.
    3. 1.17.3 Processing strategy. A simple and efficient way to work with other payment systems around the world.
    4. 1.17.4 Additional integration.

2. SUBJECT MATTER

  1. 2.1 Beezyy shall provide the Client with Services specified in paragraph 1.17 this Public Agreement hereof and (subject to the Client’s compliance with the Provider’s Requirements) hand over the Provider’s contacts to the Client and the Client’s contacts to the Provider(s) for the subsequent execution of contracts between them, and the Client undertakes to pay for the Services as set forth herein.
  2. 2.2 Beezyy 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.
  3. 2.3 The Client acknowledges and guarantees that it meets the criteria stated in the Formal Offer.

3. SERVICES PROVISION

  1. 3.1 England and Wales shall be the territory of Services provision.
  2. 3.2 After the Client completes the Questionnaire, Beezyy offers Indicative Rates.
  3. 3.3 The Indicative Rates proposal shall be valid for 3 (three) days following provision thereof to the Client that filled out the Questionnaire. If upon the above term expiry the Client wants to receive Indicative Rates and Services, it shall fill out the Questionnaire again.
  4. 3.4 If having reviewed the Indicative Rates (Pricing plan) the Client decides to use the services of Providers offering those Indicative Rates, it should press the button "Order Beezyy Services".
  5. 3.5 Not later than the next business day following the Public Agreement execution (provision of Services payment confirmation) Beezyy shall provide the Client with a list of documents necessary to enter into a contract with the Provider(s) and also with the Provider’s Requirements. Beezyy shall provide to the Client with consultation support when preparing the documents identified in the Provider’s Requirements.
  6. 3.6 With the preparation complete, Beezyy shall hand over the Provider’s/Providers’ contacts to the Client and the Client’s contacts to the Provider(s) for the subsequent execution of contracts between them.
  7. 3.7 Beezyy may request information about the progress of interaction between the Client and Provider, including information about:
    1. 3.7.1 content of correspondence with the Provider, time of Provider’s response to Client’s queries;
    2. 3.7.2 stage of negotiations between the Provider and the Client;
    3. 3.7.3 actual execution of contract between the Client and the Provider;
    4. 3.7.4 terms of contract made between the Client and the Provider.
  8. 3.8 Where there is no deal between the Client and the Provider, the Client shall inform Beezyy about the reason.

4 COST OF SERVICES AND PAYMENT PROCEDURE

  1. 4.1 The Сost of providing Services is set individually for each Client, depending on the set scope of work and and the number of Services provided.
  2. 4.2 The Client shall pay for the Services on Beezyy’s Website.
  3. 4.3 The bank transfer fee charged for the Services payment (if any) shall be covered by the Client in full.
  4. 4.4 Payment for the Services shall be made in the official European Union currency, Euro.
  5. 4.5 The Client shall pay for the Services within 5 (five) business days from the date of filling out the Questionnaire.
  6. 4.6 If the Сlient has paid for the Services but does not enter into a contract with any of the Providers offered by Beezyy due to their refusal to enter into the contract, notwithstanding the fact that the Сlient has complied with all terms and conditions of this Agreement and has provided all necessary documents and information as requested by the Provider, Beezyy shall refund the Client for the amount paid, less the bank fee, within 10 banking days from the date of the Provider’s written confirmation of the Client’s compliance with all of the above conditions.
  7. 4.7 The day when the full payment for the Services is credited to Beezyy’s bank account shall be the settlement day.
  8. 4.8 The Public Agreement shall serve as a basis for settlements between the Parties, without the need to issue invoices.
  9. 4.9 If necessary and as requested by the Client, an invoice can be issued for the Services payment.
  10. 4.10 The obligation to make payment for the Services cannot be delegated by the Client to a third party.

5 RIGHTS AND OBLIGATIONS OF THE PARTIES

  1. 5.1 The Client under the Public Agreement has the right to:
    1. 5.1.1 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 Beezyy.
    2. 5.1.2 control the results of the provision of Services provided by the Service Beezyy, including the right to check, suspend the provision of Services, make proposals or recommendations for the provision of Services;
    3. 5.1.3 apply to the Beezyy with a request to provide information on the procedure and result of providing the Services;
    4. 5.1.4 refuse the Beezyy's Services and terminate this Public Agreement.
  2. 5.2 The Client under the Public Agreement is obliged to:
    1. 5.2.1 carry out its business operations in keeping with the applicable laws, otherwise Beezyy shall have the right to terminate the Public Agreement with the Beezyy unilaterally, with no refund of the Services payment;
    2. 5.2.2 promptly provide Beezyy 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;
    3. 5.2.3 modify its website as per the instructions received from Beezyy and/or the Provider;
    4. 5.2.4 ensure timely technical connection of its website to the Provider’s payment gate in keeping with the process offered by the Provider;
    5. 5.2.5 provide Beezyy, within 3 business days from the latter’s request, with information about the amount of payment(s) accepted in favor of the Client under the Provider(s) contract;
    6. 5.2.6 provide the Beezyy with all information and data necessary for the proper provision of the Services provided for in the terms of this Public Agreement;
    7. 5.2.7 make payments in accordance with the terms specified in clause 4.7. this is the Public Agreement;
    8. 5.2.8 not to use the results of the Services for illegal purposes, including, inter alia, intellectual property rights obtained (created) during the implementation of the Public Agreement, and not to transfer the results of the Services provided in accordance with the Public Agreement to third parties;
    9. 5.2.9 notify the Client of all circumstances that may adversely affect its ability to comply with the provisions of this Public Agreement.
  3. 5.3 The Beezyy has the right to:
    1. 5.3.1 receive information and data necessary for the proper provision of Services;
    2. 5.3.2 to process and use personal data provided by the Client;
    3. 5.3.3 receive payment for the Services provided to them in the amount, terms and procedure, specified in this Public Agreement;
    4. 5.3.4 to request additional information from the Client for the purpose of executing a contract between the Client and the Provider;
    5. 5.3.5 terminate the provision of Services under this Public Agreement, if its further implementation may damage third parties, the reputation of the Beezyy;
    6. 5.3.6 send the necessary documents, in accordance with the request of the Provider, the necessary documents and on behalf of the Client, to conclude an agreement between the Client and the Provider;
    7. 5.3.7 will stop providing the Services and terminate this Public Agreement.
  4. 5.4 The Beezyy under the Public Agreement is obliged to:
    1. 5.4.1 to provide the Client with the Services provided by this Public Agreement;
    2. 5.4.2 to notify the Client upon his request regarding the procedure and results of providing the Services in the form and procedure determined by the Client.

6 LIABILITY OF THE PARTIES

  1. 6.1 The Parties shall be liable for non-performance or improper performance of their obligations hereunder.
  2. 6.2 Beezyy shall inform the Client about the Indicative Rates guided by the information submitted by Providers. Those rates are tentative and Beezyy shall not be liable for any changes made in them by the Provider.
  3. 6.3 Beezyy shall be released from liability if:
    1. 6.3.1 The Client has provided false or incomplete data (in this case Beezyy does not refund payment for the Services to the Client);
    2. 6.3.1 The Provider changes its merchant policy.
    3. 6.3.1 Beezyy shall not be liable to the Client for any actions undertaken by the Provider during the execution and implementation of contractual relations between the Provider and the Client.
  4. 6.4 In case of breach by the Client of its obligations to pay for the provided Services, the Client is obliged to pay the Beezyy a fine of 7 (seven)% of the cost of the provided but unpaid Services.
  5. 6.5 The Parties shall take all measures to ensure the Confidentiality of information provided by the Parties and shall be responsible for the loss or disclosure of such information.
  6. 6.6 In case of non-fulfillment or improper fulfillment of its obligations by one of the Parties under the Agreement, the guilty Party shall indemnify the other Party for damages confirmed by relevant documents (court and arbitration decisions, acts of authorized bodies and organizations, audit reports, accounting documents, agreements, etc.).
  7. 6.7 Payment of damages does not release the Parties from their obligations under the Public Agreement.

7 CONFIDENTIALITY

  1. 7.1 Protection of Confidential Information. If either Party receives from the other Party information,whether in tangible or intangible form and in whatever media, which is either marked as being confidential or which, due to the nature of such information or the circumstances under which it was disclosed, ought reasonably to be treated as confidential information of the disclosing Party, such information shall be deemed "Confidential Information" and the receiving Party shall protect such information and safeguard it from unauthorized use, access, and disclosure, by exercising the same degree of care it uses to protect its own information of like importance, but in no event less than a reasonable standard of care. The receiving Party further agrees that it will only use the disclosing Party's Confidential Information for the purpose of performing under this Agreement, and shall only disclose such information to its officers, employees, contractors and professional advisors who have a need to know, and only to the extent necessary to perform under this Agreement; provided, however, that such officers, employees, contractors and professional advisors are bound to comply with the confidentiality obligations hereunder and are not direct competitors of the disclosing Party. Confidential Information includes, without limitation, trade secrets, documentation, techniques, specifications, manuals, and technical information. For the avoidance of doubt, the System, including all related software, data, documentation, and materials constitutes the Confidential Information of Beezyy.
  2. 7.2 Exceptions to definition of Confidential Information. Confidential Information shall not include any information that:
    1. 7.2.1 is publicly known prior to disclosure by the disclosing Party through no wrongful act of the receiving Party;
    2. 7.2.2 can be evidenced to have already been in the possession of the receiving Party prior to disclosure;
    3. 7.2.3 is rightfully obtained by the receiving Party from a third party free from any obligation of confidentiality towards the disclosing Party; or
    4. 7.2.4 is independently developed by the receiving Party without use or knowledge of the disclosing Party's Confidential Information.
  3. 7.3 Exception to Obligation of Confidentiality. The receiving Party may disclose Confidential Information that is required to be so disclosed under any applicable law, regulation, judicial or administrative order, provided, however, that receiving Party shall:
    1. 7.3.1 make reasonable efforts to give disclosing Party prompt notice of such requirement or order (subject always to the requirements of the applicable law, regulation, judicial or administrative order) in order to allow it to seek a protective order or otherwise prevent or restrict such disclosure; and
    2. 7.3.2 only disclose such Confidential Information to the extent required by the law, regulation, or order.
  4. 7.4 All Confidential Information shall remain and be kept confidential for a period of 5 years after the termination of the Public Agreement.

8 INTELLECTUAL PROPERTY

  1. 8.1 All Intellectual Property that Service Provider delivers to the Client shall remain the Beezyy’s sole property.
  2. 8.2 Client hereby acknowledges and agrees that Service Provider exclusively owns all rights in the System and any associated documentation, content, and deliverables developed and/or provided during the Services and all Intellectual Property rights therein.
  3. 8.3 The Client shall not use or re-create the look and feel of the System or anything substantially similar to it.
  4. 8.4 The Client shall have no ongoing right to use or license or otherwise encumber or exploit the Intellectual Property rights.

9 NON-SOLICITATION. COVENANT NOT TO COMPETE

  1. 9.1 During the term of this Agreement and for an additional period of 3 (three) years after the termination or expiry of this Agreement, each Party agrees that they will not, directly or indirectly without the prior written consent of the opposite Party, (i) induce, request or advise any customer, client, supplier, licensee or any other business relation of the opposite Party to withdraw, curtail or cancel such customer’s business with the opposite Party, or in any way interfere with the relationship between any such customer, client, supplier, licensee, or any other business relation and the opposite Party worldwide, or (ii) solicit or attempt to solicit, or hire away any person employed by the opposite Party or any person who as an independent contractor (subcontractor) performed services on behalf of the opposite Party.
  2. 9.2 The liquidated damages are immediately due and payable by the Party that breached the obligations set out in this Section of EURO 2 000 (two thousand) per breach.

10 WARRANTIES

  1. 10.1 Throughout the term Client shall require all persons with access to the System or the Services to, be and remain in compliance with provisions that are as protective of Client’s (and its licensors’) Intellectual Property Rights in and to the System and the Services.
  2. 10.2 Each Party hereby warrants to the other that it has the full power and authority to enter into and perform its obligations under this Public Agreement.
  3. 10.3 The Client shall perform its obligations under this Public Agreement with its best care and skill and in accordance with generally established and recognised practices and standards prevailing in the cashier systems.
  4. 10.4 Client understands and agrees that the system, services, and any associated materials or information provided by or through service provider to the client are provided on an "as is" and "as available" basis.
  5. 10.5 Client acknowledges and agrees that Beezyy does not represent or warrant that:
    1. 10.5.1 the operation of the System will be uninterrupted or error-free;
    2. 10.5.2 information or data provided in connection with the System will be accurate, timely or reliable;
    3. 10.5.3 the System will comply with its specifications; or
    4. 10.5.4 the System, services or associated materials will meet Client's needs or requirements.
  6. 10.6 Beezyy shall not be responsible for any internet or communications networks, facilities, or configurations, and makes no representation or warranty regarding delays, malfunctions, or failures thereof.
  7. 10.7 No failure or delay by either Party in exercising any of its rights under this Public Agreement shall be deemed to be a waiver of that right.
  8. 10.8 Exclusion Of Certain Damages : in no event shall either party, or their respective directors, officers,employees, shareholders, agents, representatives, or licensors, be liable to the other party for any loss of revenue, profits, contracts, anticipated savings, business or investment opportunity, goodwill, or reputation, nor for any indirect, consequential, exemplary, incidental, punitive, or special damages, however caused, whether foreseeable or unforeseeable, whether based in contract, tort, or other product or strict liability, and regardless of whether such party is made aware of the possibility of such damages.

11 GOVERNING LAW

  1. 11.1 This Public Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales
  2. 11.2 Any disputes that might occur under the Public Agreement Parties shall settle by negotiations. In order to settle disputes, Parties hold meetings, negotiations, or regulate the disputable situations in the written form.
  3. 11.3 The parties agreed that if it is impossible to resolve the dispute, it will be considered by the The London Court Of International Arbitration (LCIA) in accordance with the laws of England and Wales.
  4. 11.4 All documents relating to the submission of a dispute to arbitration and the decisions made must be in English, and the proceedings must be conducted in English by one arbitrator.

12 FORCE MAJEURE

  1. 12.1 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party (including without limitation any delay caused by any act or omission of the other Party).
  2. 12.2 In the event that either Party to this Agreement cannot perform their obligations hereunder as a result of force majeure, the affected Party shall inform the other Party in writing about the force major and afterwards shall provide the act of a competent authority in the affected Party's state that justifies force majeure. Thus, the affected Party shall be entitled to a reasonable extension of the time for performing those obligations amounting to a period equivalent to the period during which their performance has been delayed.
  3. 12.3 In the event that either Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 20 (twenty) business days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period.

13 AGREEMENT TERM AND AMENDMENTS

  1. 13.1 The public agreement comes into force at the moment when the Client has ticked the necessary box in a special field under the heading "I accept the terms of the Public Agreement" in the feedback form, and remains in effect until the Parties fulfill their obligations in full or until the Public the agreement will not be terminated.
  2. 13.2 Subject to mutual agreement, the Parties may execute an additional agreement hereto which shall become effective the moment it is signed by the Parties.
  3. 13.3 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.

14 GOVERNING LAW

  1. 14.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales.
  2. 14.2 Any disputes that might occur under the Agreement Parties shall settle by negotiations. In order to settle disputes, Parties hold meetings, negotiations, or regulate the disputable situations in the written form.
  3. 14.3 The parties agreed that if it is impossible to resolve the dispute, it will be considered by the The London Court Of International Arbitration (LCIA) in accordance with the laws of England and Wales.
  4. 14.4 All documents relating to the submission of a dispute to arbitration and the decisions made must be in English, and the proceedings must be conducted in English by one arbitrator.

DETAILS OF THE PATIES

BEEZYY CASHIER SYSTEM LTD Location: 85 Great Portland Street, London, England, W1W 7LT
Registration code: 13076709
Email: [email protected]
MERCHANT The Merchant’s details are provided in the Service Application submitted by the Merchant to BEEZYY