1. Terms of Use
This Terms of Use (“Terms of Use/Agreement”) is a legal
agreement between you (“You” /“Your”/ “Customer”), and Recurr
digital solutions Limited (“Recurr” “Us” “Our” “We”). This
Agreement contains the terms and conditions that govern the
use of Recurr’s financial management platform, hosted by
Recurr directly, and through its website application
(https://www.userecurr.com) (the “Platform”) and the
associated domains thereof.
By accessing or using the Platform or signing up to create a
profile (“Recurr Profile”), You acknowledge that You have
read, understood, and agree to be bound by this Terms of Use,
where applicable effective as of the date of such action. You
also agree to comply with all agreements, applicable laws, and
regulations incorporated into this Terms of Use. The
provisions of this Terms of Use shall govern Your use of the
Platform, and the business relationship between You and
Recurr. If You do not accept the terms of this Terms of Use,
do not access or use this Platform or the services. If You are
agreeing to this Terms of Use on behalf of a business, You
hereby represent and warrant that You are the authorised
representative (Authorised Representative) of that business
and that You have the authority to bind that business with the
understanding that this Agreement will be binding on that
business. We reserve the right to take legal action against
You, in the event that this representation is false.
Recurr reserves the right to amend this Terms of Use at any
time and may notify You of any such changes by posting the
revised Terms of Use on this Platform. All changes shall be
effective upon posting. You should check this Terms of Use
periodically for such changes. Your continued use of the
Platform after any such changes to this Terms of Use
constitutes Your agreement to be bound by such changes. Recurr
may terminate, suspend, change, or restrict access to all or
any part of the Services without notice or liability where
such is necessary to protect the commercial interests of
Recurr. You acknowledge and agree that Your use of the
Platform, including information transmitted to or stored by
Recurr, is governed by Our Privacy Policy.
About Recurr
Recurr offers a simplified and seamless financial management
and a global payroll process for businesses of all size
through the Platform and also offers other associated products
and services. Any new feature, tools or products shall also be
subject to this Agreement (collectively “our Services”). One
or more of our services or products may be governed by a
different terms of use. If You subscribe or sign-up to such
other products or services, You will be bound by the terms of
use governing Your use of that product or service. For the
purpose of this Agreement, “Recurr Materials” shall mean the
Services and specifications, documentation, systems and any
and all other information, data, documents, materials, works,
and other content, devices, methods, processes, hardware,
software, and other technologies and inventions, including any
deliverables, technical or functional descriptions,
requirements, plans, or reports, that are provided or used by
Recurr or any of its Subcontractor in connection with the
Services or otherwise comprise or relate to the Services. For
the avoidance of doubt, Provider Materials include Resultant
Data and any information, data, or other content derived from
Provider's monitoring of Customer's access to or use
of the Services, but do not include Customer Data. “Customer
Data" means information, data, and other content, in any
form or medium, that is collected, downloaded, or otherwise
received, directly or indirectly, from the Customer or through
the Services or that incorporates or is derived from the
processing of such information, data, or content by or through
the Services. For the avoidance of doubt, Customer Data does
not include Resultant Data or any other information reflecting
the access or use of the Services by or on behalf of Customer
or any Authorized User. “Resultant Data" means data and
information related to Customer's use of the Services that
is used by Provider in an aggregate and anonymized manner,
including to compile statistical and performance information
related to the provision and operation of the
Services. “Third-Party Materials" means materials and
information, in any form or medium, including any open-source
or other software, documents, data, content, specifications,
products, equipment, or components of or relating to the
Services that are not proprietary to
Recurr. "Intellectual Property Rights" means any and
all registered and unregistered rights granted, applied for,
or otherwise now or hereafter in existence under or related to
any patent, copyright, trademark, trade secret, data base
protection, or other intellectual property rights laws, and
all similar or equivalent rights or forms of protection, in
any part of the world.
1. ABOUT YOUR USE OF OUR SERVICES
1.1 Recurr hereby grants You a non-exclusive,
non-transferable right to access and use the Services during
the term agreed with You (the “Term”), solely for use by You
in accordance with the terms and conditions herein. Such use
is limited to Customer's internal use. Nothing in this
Agreement grants any right, title, or interest in or to
(including any license under) any Intellectual Property Rights
in or relating to, the Services, Recurr Materials, or
Third-Party Materials, whether expressly, by implication,
estoppel, or otherwise. All rights, titles, and interest in
and to the Services, the Recurr Materials, and the Third-Party
Materials are and will remain with Recurr and the respective
rights holders in the Third-Party Materials.
1.2 The Platform and the Services may contain links to
third-party Platforms or resources. Recurr provides these
links only as a convenience and is not responsible for the
content, products, or services on or available from those
Platforms or resources, or links displayed on such Platforms.
You acknowledge that it is the sole responsibility for, and
assumes all risk arising from, Your use of any third-party
Platforms or resources. The applicable partners may require
You to agree to terms and conditions or agreements with
respect to their provision of the relevant services to You.
You hereby authorize Recurr to submit to the applicable
partner any and all documents and information about You, Your
business and Your business’ employees that are necessary for
such Partner to provide the Third-Party Service to you,
including, without limitation, Your payroll information, bank
account information, Your employees’ bank account information,
and any additional information, such as the personal
information of Your employees, requested by such partner that
You have provided to Recurr in connection with this Terms of
Use and Your receipt of the Services (collectively, the
“Shared Information”).You are responsible for the accuracy of
all Shared Information. You represent and warrant that You
have all the rights in and to any Shared Information necessary
to provide Shared Information to Recurr and for Recurr to
provide it to Partners, and that Recurr’s use or disclosure of
Shared Information as contemplated hereunder will not violate
any rights of privacy or other proprietary rights, or any
applicable local, state, or federal laws, regulations, orders,
or rules. You agree that by consenting and authorizing Recurr
to submit Your Shared Information to a Partner, You have
waived and released any claim against Recurr and its
directors, officers, and employees arising out of a partner’s
use of Your Shared Information, even if that use is not
authorized by the applicable agreement between You and the
relevant partner.
2. YOUR PROFILE AND THE RECURR WALLET
2.1 You hereby declare that You are a human being over 18
years of age and of a sound mind, or at least the age of
majority in the jurisdiction where You reside and from which
You use the Platform. Your Recurr Profile may be deleted
without warning, if We believe, in Our sole discretion, that
You are less than 18 years of age.
2.2 In order to create a Recurr Profile and access the
Services, You would be required to create an account and to
provide information such as the relevant business name, email
address, phone number and the number of employees You have.
2.3 We reserve the right to deactivate Your Recurr Profile, on
suspicion of illegal activities or other activities that
directly or indirectly breaches the provisions of this Terms
of Use or for no reason at all, in Our sole discretion.
2.4 You acknowledge that Recurr may use the phone number and
e-mail You provided to Us when You created Your Recurr Profile
or as updated by You from time to time as the primary mode of
communicating with You.
2.5 As part of Our security procedures, You determine Your
sign-up details or any piece of information You input on the
Platform. By signing up for a Recurr Profile, You agree to
treat Your sign-in details as confidential and not to disclose
those details to any third party. Recurr does not have access
to Your sign-in details. If You forget Your sign-in details or
know or suspect that a third party has gained access to Your
sign-in-details, You must promptly change Your sign-in
details, by resetting Your password or by contacting Us to
place a restriction on Your Recurr Profile.
2.6 You confirm that all information You provide to Us is
true, correct and not misleading. You agree to provide any
additional documents and/or information as may be required
from time to time. In the event that the information You
provided to Us change, You hereby agree to notify Us of such
changes immediately.
2.7 By accessing the Services, You consent to Us collecting
and using technical information about the devices You use the
Platform on and related software, hardware and peripherals to
improve Our Services and to provide any other services to You.
If You use the Services, You consent to Us and Our
affiliates' and licensees' to the processing, the
transmission, collection, retention, maintenance, and use of
any personal data provided to Us, to improve Our Services
and/or Your experience while using the Platform.
2.8 We may provide You with access to a digital/virtual wallet
(the “Recurr Wallet”) as is necessary to access the Services.
The Recurr Wallet provided to You as part of Your profile is
for the sole purpose of the Services. You shall not attempt to
make transfers out of the Recurr Wallet. In the event there is
a reasonable cause, Recurr shall have the right in its sole
and absolute discretion to place restrictions on the Recurr
Wallet and limit or prevent You from using the funds in the
Recurr Wallet.
Such restriction may extend to the number of hours or days as
Recurr deems necessary. You are expressly forbidden from: i.
Using any Recurr or third-party content made available through
the Recurr Wallet for activities not contemplated in this
Terms of Use. You agree not to use, copy, display, distribute,
modify, broadcast, translate, reproduce, reverse engineer,
reformat, incorporate into advertisements and other works,
sell, trade in, promote, create derivative works, or in any
way exploit or allow others to exploit the Recurr Wallet ii.
Using the Recurr Wallet for any fraudulent, malicious or
unlawful purposes or in any manner inconsistent with this
Terms of Use. 2.9 You will be able to subscribe to one or more
of our service offerings from Your Recurr Profile. If You are
signed up to our Recurr loan product, for the benefit of Your
employees, You will be bound to pay Us or allow Us to debit
from the Recurr Wallet, any amounts paid by Us to any of Your
employees as Salary advance.
2.10 You hereby agree to cooperate with Recurr and relevant
agencies in any investigation conducted by Recurr or a
governmental or regulatory body in connection with Your use of
the Recurr Wallet.
2.11. Recurr may at its sole discretion restrict or close Your
Recurr Profile if: i. You breach any of the restrictions set
out in this Terms of Use. ii. If You use Your Recurr Profile
for unauthorized purposes or where Recurr detects any
abuse/misuse, breach of content, fraud or attempted fraud
relating to Your use of the Services. iii. Recurr is required
to comply with an order or instruction of or are commendation
from the government, court, regulator or other competent
authority. iv. Recurr reasonably suspects or believes that You
are in breach of this Terms of Use. v. Closing or restriction
is necessary as a consequence of technical problems or for
reasons of safety; to facilitate update or upgrade the
contents or functionality of the Services from time to time;
or where Your Recurr Profile becomes inactive or dormant. vi.
Recurr decides to suspend or cease the provision of the
Services for commercial reasons or for any other reason as it
may determine in its absolute discretion.
2.12 Closing or restriction of Your Recurr Profile shall
however not affect any of Our accrued rights and Your
liabilities to Us.
2.13 Your Recurr Profile will be active as soon as We are able
to verify Your information.
3. SERVICE FEES, TRANSACTION CHARGES & TAXES
Customer shall pay Recurr the fees set forth in Exhibit
A ("Fees") [1] and the relevant Reimbursable
Expenses within 30days after the date of the invoice thereof.
Customer shall make all payments here under in the currency
indicated in the relevant invoice by bank transfer. Customer
shall make payments to the address or account specified in the
relevant invoice or such other address or account as Recurr
may specify inwriting from time to time. If Customer fails to
make any payment when due then, in addition to all other
remedies that may be available, Recurr may charge interest on
the past due amount at the rate of 1.5% per month calculated
daily and compounded monthly or, if lower, the highest rate
permitted under applicable Law. Additionally, Customer shall
reimburse Recurr for all costs incurred by Recurr in
collecting any late payments or interest, including
attorneys' fees, court costs, and collection agency fees.
If such failure continues for 7 days following written notice
thereof, Recurr may suspend performance of the Services until
all past due amounts and interest thereon have been paid,
without incurring any obligation or liability to Customer or
any other Person by reason of such suspension. Recurr may
increase Fees by providing written notice to Customer at least
30 calendar days prior to the commencement of the relevant
contract year. All amounts payable to Recurr under this
Agreement shall be paid by Customer to Recurr in full without
any setoff, recoupment, counterclaim, deduction, debit, or
withholding for any reason. All Fees and other amounts payable
by Customer under this Agreement are exclusive of taxes and
similar assessments. Without limiting the foregoing, Customer
is responsible for all sales, use, and excise taxes, value
added tax and any other similar taxes, duties, and charges of
any kind imposed by any federal, state, or local governmental
or regulatory authority or any of our subcontractors, on any
amounts payable by Customer hereunder.
4. INTELLECTUAL PROPERTY RIGHTS
All right, title, and interest in and to the Recurr
Materials, including all Intellectual Property Rights therein,
are and will remain with Recurr and, with respect to Third-
Party Materials, the applicable third-party provider’s own all
right, title, and interest, including all Intellectual
Property Rights, in and to the Third-Party Materials. Customer
has no right, license, or authorization with respect to any of
the Recurr Materials except as expressly set forth in this
Agreement or the applicable third-party license. All other
rights in and to the Recurr Materials are expressly reserved
by Recurr. In furtherance of the foregoing, Customer hereby
unconditionally and irrevocably grants to Recurr an assignment
of all right, title, and interest in and to the Resultant
Data, including all Intellectual Property Rights relating
thereto. As between Customer and Recurr, Customer is and will
remain the sole and exclusive owner of all right, title, and
interest in and to all Customer Data, including all
Intellectual Property Rights relating thereto, subject to the
rights and permissions granted in this Agreement. Customer
hereby irrevocably grants all such rights and permissions in
or relating to Customer Data as are necessary or useful to
Recurr, its Subcontractors, and its personnel to enforce this
Agreement and exercise Recurr's, its Subcontractors',
and the its personnel's rights and perform Recurr's,
its Subcontractors', and tits personnel's obligations
here under."
5. NON-SOLICITATION
During the Term and for 5 years after, Customer shall not,
and shall not assist any other person to, directly or
indirectly, recruit or solicit for employment or engagement as
an independent contractor any person employed or engaged by
Recurr or any Subcontractor and involved in any respect with
the Services or the performance of this Agreement.
6. ACCEPTABLE USE RESTRICTIONS
6.1 You are granted a non-exclusive, non-transferable,
personal, limited license to use the Platform. Your limited
right to use the Platform is revocable at Our discretion.
6.1.1 You shall not use the Platform in any unlawful manner,
for any unlawful purpose, or in any manner inconsistent with
this Terms of Use, or act fraudulently or maliciously.
6.1.2 You shall not connive with Our employees, or third
parties to use the Platform or the Services to defraud
Recurr.
6.1.3 You shall not create multiple Recurr Profiles or operate
multiple Recurr Profiles through proxies. You and Your
business must be associated with one Recurr Profile at all
times.
6.1.4 You shall not use the Platform/Services to commit
identity theft; neither shall You connive with friends,
families and other third parties to defraud Recurr.
6.1.5 You shall not willfully destroy Your electronic devices,
deactivate Your email address, destroy Your SIM card, or carry
out other similar activities with the purpose of defrauding
Recurr.
6.1.6 You shall not use the Platform in a manner that imply or
promote support or funding of, or membership in, a terrorist
organization.
6.1.7 You shall not infringe Our intellectual property rights
or those of any third party in relation to Your use of the
Platform, including the submission of any material to the
extent that such use is not licensed by this Terms of Use.
6.1.8 You shall not use the Platform or the Services in a way
that could damage, disable, overburden, impair or compromise
Our systems or security or interfere with other users.
6.1.9 You are responsible for timely providing Us with the
information required for Us to perform the Services. You may
furnish such information directly to Us or via an account
administrator or authorized representative, such as Your
accountant. Furthermore, You represent and warrants to Us that
for any information that You share with Us, whether directly,
via your account administrator, or via Your authorized
representative, You will have the authority to share such
information. You are responsible for the accuracy and
completeness of information provided to Us, and You will
ensure that any such information, whether provided by You,
Your account administrator, or Your authorized representative,
is accurate and complete. Moreover, You are required to
maintain the accuracy and completeness of such information on
an ongoing basis and will promptly notify Us, whether directly
or through Your account administrator or Your authorized
representative, of any changes to the information provided to
Us.
6.1.10 In addition, You are responsible for reviewing any
reports, filings, information, documents or materials
(collectively, the “Updates”) posted to the Platform by Us (or
otherwise made available to You by Recurr) for Your review,
and You must notify Recurr of any inaccuracies in the Updates
as soon as possible, or within the time period specified in
communications received from Recurr. Recurr shall not liable
for any loss or damage that may occur as a result of any error
in the Updates.
6.1.11 You shall not use the Services to transmit malware or
host phishing pages.
6.1.12 You shall not perform activities that harm or disrupt
the operation of the Services or any of Our other
infrastructure, or of others, including Our third-party
providers. You shall not use the Services for deceptive
commercial practices or any other illegal or deceptive
activities
6.1.13 You shall not extract any information or data from
the Services or Our systems or attempt to decipher any
transmissions to or from the servers running the Services.
6.1.14 You shall not use the Platform or the Services in a
manner that contravenes or that facilitate or promote
activities that contravene applicable laws or this Terms of
Use.
6.1.15 We may, at any time and without notice, deactivate
Your Recurr Profile or Your access to the Services if You
engage in activities that violate clauses 6.1 to 6.1.14,
including activities outside of Your use of the Services.
6.2 Without prejudice to clauses 8.1 to 8.2.5 herein, You
hereby agree to indemnify Recurr (and its directors, officers,
affiliates, agents, successors and assigns against all claims,
liabilities damages, costs and expenses (including attorney
fees and related charges) for any breach of the provisions
specified in clauses 6.1 to 6.1.14 of this Terms of Use.
6.3 Recurr shall have the right, but not the obligation, to
monitor or investigate Your use of the Services at any time
for compliance with this Terms of Use. Our determination of
whether a breach of this Terms of Use has occurred will be
final and binding, and any action taken with respect to
enforcing the provisions specified in this Terms of Use,
including taking no action at all, will be at Our sole
discretion.
6.4 Recurr may modify the terms in clauses 6.1 to 6.3, at
any time. By continuing to use the Services or access Your
Recurr Profile after the terms specified in clauses 6.1 to
6.3, has been modified, You agree to be bound by the modified
terms.
6.5 If You suspect that a staff of Recurr or other third
parties are in breach of clauses 6.1 to 6.1.15, please contact
Us via the Platform, or You can send us an e- mail via
support@userecurr.com.
If You become aware of any actual or threatened activity
prohibited by this Agreement, You shall immediately (a) take
all reasonable and lawful measures within their respective
control that are necessary to stop the activity or threatened
activity and to mitigate its effects (including, where
applicable, by discontinuing and preventing any unauthorized
access to the Services and Recurr Materials and permanently
erasing from their systems and destroying any data to which
any of them have gained unauthorized access); and (b) notify
Recurr of any such actual or threatened activity.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT SHALL RECURR OR ANY OF ITS PARTNERS,
SUPPLIERS, LICENSORS OR REPRESENTATIVES BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR
ANY:
(a) LOSS SUFFERED BY YOU SHOULD YOUR RECURR PROFILE BE CLOSED,
RESTRICTED, OR CANCELLED.
(b) LOSS SUFFERED BY YOU SHOULD THE SERVICES BE INTERFERED
WITH OR BE UNAVAILABLE BY REASON OF THE FAILURE OF ANY OF YOUR
DEVICE, LACK OF INTERNET CONNECTION OR ANY OTHER CIRCUMSTANCES
WHATSOEVER NOT WITHIN OUR CONTROL INCLUDING, WITHOUT
LIMITATION, SYSTEM ERROR, INTERRUPTION, DELAY OR NON-
AVAILABILITY OF THE SERVICES, LOSS OF POWER, ADVERSE WEATHER
OR ATMOSPHERIC CONDITIONS, AND FAILURE OF ANY PUBLIC OR
PRIVATE TELECOMMUNICATIONS SYSTEM.
(c) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES RESULTING FROM THE USE OF OR INABILITY TO USE THE
SERVICE. REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF
THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR
DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.
(d) LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION,
DELAY OF SERVICES, IMPAIRMENT, CORRUPTION, OR LOSS OF BUSINESS
OPPORTUNITY AS A RESULT OF YOUR UNAUTHORIZED USE OF THE
PLATFORM.
(e) COST OF REPLACEMENT GOODS OR SERVICES;
(f) LOSS OF GOODWILL OR REPUTATION;
(g) LOSSES OR DAMAGE SUFFERED BY YOU AS A RESULT OF OR IN
CONNECTION WITH: i. ANY EFFECT OR FAULT IN THE PLATFORM OR THE
SERVICES RESULTING FROM YOU HAVING ALTERED OR MODIFIED OR
ATTEMPTED TO ALTER OR MODIFY THE PLATFORM; ii. ANY DEFECT OR
FAULT IN THE PLATFORM RESULTING FROM YOU HAVING USED THE
PLATFORM IN BREACH OF THIS TERMS OF USE; AND iii. YOUR BREACH
OF ANY OF THE PROVISIONS OF THIS TERMS OF USE.
7.2 RECURR DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, AND SECURE OR ERROR FREE. ALL
WARRANTIES AND OBLIGATIONS IMPLIED BY LAW ARE HEREBY EXCLUDED
TO THE FULLEST EXTENT PERMITTED BY LAW. IF THE SERVICES ARE
INTERFERED WITH OR UNAVAILABLE, OUR SOLE LIABILITY UNDER THIS
TERMS OF USE RESPECT THERE OF SHALL BE TO RE-ESTABLISH THE
SERVICES AS SOON AS REASONABLY POSSIBLE.
7.3 IN NO EVENT WILL THE COLLECTIVE AND AGGREGATE LIABILITY OF
RECURR AND ITS LICENSORS, PARTNERS SERVICE PROVIDERS,
REPRESENTATIVES AND SUPPLIERS ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT PAID BY
CUSTOMER TO PROVIDER, FOR THE USE OF THE SERVICES, IF ANY
UNDER THIS AGREEMENT IN THE MONTH PERIOD PRECEDING THE EVENT
GIVING RISE TO THE CLAIM THE FOREGOING LIMITATIONS APPLY EVEN
IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. INDEMNITY
8.1 Customer shall indemnify, defend, and hold harmless
Recurr and its subcontractors and affiliates, and each of its
and their respective] officers, directors, employees, agents,
successors, and assigns (each, a " Recurr
Indemnitee") from and against any and all claims, damages
and losses incurred by such Recurr Indemnitee resulting from
any action by a third party to the extent that such losses
result from, or are alleged to arise out of or result from
(a)Customer Data, including any processing of Customer Databy
or on behalf of Recurr in accordance with this Agreement;
(b) any other materials or information (including any
documents, data, specifications, software, content, or
technology) provided by or on behalf of Customer or any of its
representatives, including Recurr’s compliance with any
specifications or directions provided by or on behalf of
Customer;
(c) allegation of facts that, if true, would constitute
Customer's breach of any of its representations,
warranties, covenants, or obligations under this Agreement;
(d)fraud, negligence or more culpable act or omission
(including recklessness or willful misconduct) by Customer or
any of its representatives in connection with this
Agreement;
(e)Customer’s breach of applicable laws.
8.2 The indemnity in clause 8.1 above, shall also include
the following:
8.2.1 All demands, claims, actions, losses and damages of
whatever nature which may be brought against Recurr or which
We may suffer or incur arising from its acting or not acting
on any request from Your Recurr Profile, or sent
electronically by; telephone, e-mail and letters, or arising
from the malfunction or failure or unavailability of any
hardware, software, or equipment, the loss or destruction of
any data, power failures, corruption of storage media, riots,
acts of vandalism, sabotage, terrorism, any other event beyond
Our control.
8.2.2 Any loss or damage that may arise from Your use, misuse,
abuse or possession of any third-party software, including
without limitation, any operating system, browser software or
any other software packages or programs.
8.2.3 Any unauthorized access to Your Recurr Profile or any
breach of security or any destruction or accessing of Your
data or any destruction or theft of or damage to any of Your
device.
8.2.4 Any loss or damage occasioned by Your failure to adhere
to this Terms of Use and/or by supplying incorrect
information.
8.2.5 Any loss or expenses arising from a fraud perpetrated by
You or any expenses incurred by us in engaging the relevant
regulatory authorities as may become necessary on account of
Your actions.
9. OUR COMPLAINT HANDLING PROCEDURES
We are in business to ensure that your financial management
is done efficiently and with ease. However, there may be
occasions when something goes wrong and leaves you
dissatisfied. If this happens, please let us know and We’ll do
everything We can to resolve the problem with You. Our aim is
to always resolve such matters as soon as We can and to Your
satisfaction. If something has gone wrong and You would like
to make a formal complaint, please get in touch and let Us
know by providing as much detail about the issue as You can.
This can be done by sending us an email at:
support@userecurr.com. Once We have received Your complaint,
We will begin Our investigation into what has happened. We
will always aim to resolve the issue as soon as possible. Once
Our investigation into an issue is complete, will We send You
Our final response to Your complaint.
10. ENTIRE AGREEMENT
10.1 This Terms of Use constitute the entire agreement
between You and Us and supersede and extinguish all previous
agreements, promises, assurances, warranties, representations
and understandings between Us, whether written or oral,
relating to its subject matter.
10.2 You acknowledge that You do not rely on any statement,
representation, assurance or warranty (whether made innocently
or negligently) that is not referenced or set out in this
Terms of Use.
11. FORCE MAJEURE
Recurr shall not be in breach of this Terms of Use nor
liable for delay in performing, or failure to perform, any of
its obligations under this Terms of Use if such delay or
failure results from events, circumstances or causes beyond
Our control. In such circumstances the time for performance
shall be extended by a period equivalent to the period during
which performance of the obligation has been delayed or failed
to be performed.
12. BEWARE OF SCAM
12.1 Scammers are getting increasingly sophisticated in
their attempts to have access to Your money, Your financial
information and other personal information. It is Your
obligation to keep Your Information and sign -in details safe.
Do not share Your Recurr Profile/Wallet details with
anyone.
12.2 Recurr would never:
i. Send You suspicious texts, pop-up windows, links or
attachments in emails. If You receive any suspicious email/
text purporting to be from Recurr kindly disregard the email
and proceed to inform Recurr.
ii. Request Your sign-in details for the purpose of investing
the funds in Your Recurr Wallet on Your behalf.
iii. Have a tech support call You to inform You of viruses
detected on Your device, and requesting that You send a
screenshot of Your QR code, click a link or provide Your
sign-in details or payment PIN for the purpose of providing
antivirus software to You.
iv. Send an email, SMS, or call You or leave a voice message
informing You about a refund and requesting that You to
provide Your sign-in details or payment PIN to claim such
refund
v. Send an email, SMS, or call You or leave a voice message
informing You that Recurr is issuing payment cards and
requesting personal and financial information, or asking that
You click on link before being issued a payment card.
vi. Send an email, SMS, or call You or leave a voice message
requesting that You make donations to a church, mosque,
charity cause or any non-governmental organization.
vii. Send an email, SMS, or call You or leave a voice message
offering You a free gift card and requesting that You provide
Your sign-in details, payment PIN or click a link to receive
the free gift card.
12.3 Recurr shall bear no liability for any loss of business,
loss of business opportunity, loss of revenue, loss of
profits, loss of anticipated savings, loss of goodwill,
business interruption, wasted expenditure or for loss of any
other economic advantage however it may arise, or for loss of
data or data corruption, or for any indirect, punitive,
special, incidental or consequential loss, arising as a result
of the events contemplated in clauses 12.1 -12.2(i)-(vii).
12.4 In the event that You suspect that You may have fallen
victim to scammers, You are obliged to immediately contact
Recurr to place a restriction on Your Recurr Wallet. You shall
be responsible for such charges and for any transactions that
occurred on Your Recurr Profile/Wallet as a result of the
information or access You granted to scammers. You hereby
agree to indemnify and hold Recurr and its affiliates not
liable for any losses, liabilities, damages, costs and charges
arising out of or in relation to any transactions that
occurred on Your Recurr Profile/Wallet prior to placing a
restriction on Your Recurr Wallet.
12.5 Recurr takes reasonable measures in securing all
communications. However, please note that the confidentiality
of communications via any public telecommunications network is
susceptible to unlawful interception and hacking. Recurr shall
not be liable for any loss or damage whether direct or
consequential arising out of any such unlawful interception or
access.
13. ASSIGNMENT
You shall not assign, transfer or novate any of Your rights
and obligations under this Terms of Use without the written
consent of Recurr.
14. ELECTRONIC TRANSMISSION
This Agreement, and any amendments hereto, by whatever means
accepted, shall be treated in all manner and respects as an
original contract and shall be considered to have the same
binding legal effect as if it were an original signed version
thereof, delivered in person. Neither party hereto shall argue
that a contract was not formed hereunder based on either (i)
the use of electronic means to deliver a signature or to
indicate acceptance of this Agreement or (ii) the fact that
any signature or acceptance of this Agreement was transmitted
or communicated through electronic means; and each party
forever waives any related defense.
15. SEVERANCE
If any provision of this Terms of Use is determined by any
court of competent jurisdiction or arbitrator to be invalid,
illegal, or unenforceable to any extent, that provision shall,
if possible, be construed as though more narrowly drawn, if a
narrower construction would avoid such invalidity, illegality,
or unenforceability or, if that is not possible, such
provision shall, to the extent of such invalidity, illegality,
or unenforceability, be severed, and the remaining provisions
of this Terms of Use shall remain in effect.
16. NO PARTNERSHIP OR AGENCY
This Terms of Use shall not be construed as creating any
partnership, joint venture, agency or similar relationship
between You and Recurr other than the relationship with
respect to carrying out the terms of this Terms of Use. All
rights, duties, obligations, and liabilities of Recurr and You
shall be separate, individual and several and not joint.
Except as set forth in this Terms of Use You have no authority
to act as agent for Recurr or bind Recurr in anyway.
17. GOVERNING LAW
This Agreement shall be interpreted and construed in
accordance with the laws of the Federal Republic of
Nigeria.
18. ARBITRATION
We shall try to settle all disputes amicably. Any dispute
arising out of this Agreement which cannot be settled, by
mutual agreement/negotiation within 1 (one) month shall be
referred to arbitration by a single arbitrator at the Lagos
Multi-Door Court house (“LMDC”) and governed by the
Arbitration and Mediation Act, 2023.The arbitrator shall be
appointed by both of us (We and You). Where both of us are
unable to agree on the choice of an arbitrator, the choice of
arbitration shall be referred to the LMDC. The findings of the
arbitrator and subsequent award shall be binding on both of
us. Each of us shall bear our respective costs in connection
with the Arbitration. The venue for the arbitration shall be
Lagos, Nigeria.