Terms and Conditions

YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE SUREPAY ONLINE SERVICES. YOU MAY NOT ACCESS OR USE THE SUREPAY ONLINE SERVICES WITHOUT FIRST ACKNOWLEDGING YOUR ACCEPTANCE OF THESE TERMS.

“ACH Debit” means a charge to your Funding Account that we facilitate on your instruction using our bank clearing system.

“ACH Credit” means a deposit to your Funding Account that we facilitate on your instruction using our bank clearing system.

“Agreement” means these Terms and Conditions.

“Biller” means a provider of a billing statement that you have requested to receive electronically through the Services.

“Business Day” is every Monday through Friday, excluding Bank holidays.

“Correspondent” is a third-party agent or entity deemed necessary to securely carry out a financial transaction in confidence and operating within the same level of security and confidentiality as being provided through SurePay Online. Such Correspondent for example may be a Correspondent Bank, a Credit Card Processor, a secure internet provider. All correspondents are certified for confidential and protected execution of financial transactions.

“Due Date” is the date on which the payment is due, as reflected on your Payee bill or statement. For the avoidance of doubt, it is not the late date or grace period date.

“Funding Account” is your enrolled based savings or chequing Demand Deposit Account that you designate as the account to which your SurePay bill payments should be charged or the international debit or credit card added to your profile.

“Payee” is the Biller, person or entity to which you wish a bill payment to be directed.

“Payor” is the person or entity who/which pays bills through Surepay Online.

“Payment Instruction” is the information provided by you to the SurePay Online Services for a bill payment to be made to the Payee (such as, but not limited to, Payee name, and Payee account number and Processing Date).

“Processing Date” is the date on which your Funding Account is debited, and the payment begins to be processed.

“Provider” means any third party we use to provide the secure and confidential Services for you.

“SurePay Mailing Address” is SurePay Head Office, 33 Kennedy Ave, Roseau, St. Lucia. For bills you have redirected to us, this is your billing address.

“Scheduled Payment” is a payment that has been scheduled for payment through the Services but in respect of which payment has not begun to be processed.

“Services” means the online bill payment and presentment services described in this Agreement, which are made available by SurePay Online.

“Services Website” means https://app.surepayonline.com a secure website operating under an industry standard registered web-based security certificate. All secure web services will be prefixed by “Https” in the web address.

“SurePay Online System” means those systems, services, or rules, facilitated, and provided through the SurePay Online website. The functionality, services and rules governing this site may be enhanced or changed from time to time to ensure compliance with changes to the electronic payment systems and enhanced customer demand.

Criteria for Participation

In order to use the SurePay Online Services:

1. You must be a company or an individual person of at least 18 years of age and able to form legally binding contracts under applicable law.
2. You must have a valid and active e-mail address.
3. You must have a valid source of funds with a Credit Card Company or a Commercial
4. Other restrictions may apply.

Scheduling Payments

You must select the payment or specify a payment rule in the SurePay Online system that selects a scheduled payment date and amount for you. This date should be at least six (6) Business Days prior to the Due Date to ensure that there is enough time to complete the payment prior to the Due Date. It is your responsibility to schedule payments to arrive by the Due Date specified on the bill or statement. If the actual Due Date falls on a non-Business Day, you must schedule payment that includes an additional day for processing. If you initiate payment that causes payment to be delivered after the Due Date, we are not responsible for any late charges that you may be charged by the Payee or Biller. We may set a maximum dollar amount for payment and/or refuse to permit any bill payment if we reasonably believe such refusal is necessary or advisable for security reasons.

Services Guarantee

Due to circumstances beyond the control of SurePay Online, particularly delays in handling and posting payments by Payees or financial institutions, some transactions may take longer to be posted to your account with the Payee/Biller. SurePay Online will bear responsibility for any late payment related charges up to a maximum of EC $60.00 should a payment scheduled in accordance with the terms hereof post after its Due Date and in respect of which we have issued you a confirmation number for a payment, unless we are not responsible to you for one of the reasons listed below. We may require that you provide us with satisfactory written documentation of any late fees before making reimbursement to you.

We are not responsible for any failure to complete or delay in completing any payment due to any of the following:

1. Your Funding Account does not contain sufficient funds to complete the payment, or the charge is rejected or returned by your bank or financial institution.
2. Your Funding Account is closed.
3. The payee rejects or returns the payment for any reason.
4. Your equipment, software or any communications link is not working properly.
5. The SurePay Online Services are unavailable, and you know, or we have told you about the problem before you send the payment.
6. You have provided us with incorrect information about the Payee you wish to pay.
7. The Payee mishandles or delays handling or posting any payment we send.
8. Circumstances beyond our control (for example, but not limited to, fire, flood, interference from an outside source, postal delays) prevent or delay the transfer or payment from being completed.
9. Failures or delays due to the Automated Clearing House or any other financial institution involved in the clearing of the online transfer or payment.

Provided none of the foregoing exceptions are applicable, if due solely to our negligence we cause an incorrect amount of funds to be removed from your Funding Account, or if we cause funds from your Funding Account to be directed to a Payee which does not comply with your Payment Instructions, we shall be responsible for returning the improperly transferred funds to your Funding Account, and for directing to the proper Payee any previously misdirected transactions, and, if applicable, for late payment related charges to the extent described above. THIS IS OUR ONLY OBLIGATION TO YOU FOR ANY PAYMENT DELAYS OR FAILURE. IN ADDITION, IF YOU DO NOT FOLLOW THESE RULES OR IF YOU DO NOT ALLOW US ENOUGH TIME TO COMPLETE A PAYMENT, YOU ALONE ARE RESPONSIBLE FOR ANY PENALTIES OR LATE CHARGES ON THAT PAYMENT.

If we duplicate a payment or process a payment for an amount higher than you requested, we will reverse the duplicated payment or charge of the surplus amount upon being notified thereof by you.

Access to Service

SurePay Online will use all reasonable efforts to ensure the performance of its online service accessed electronically by computer, however SurePay Online will not be liable for any loss or damage to you caused or contributed to in any way by the use of such electronic channels, whether accessed via a private network, via the Internet or otherwise. For example, SurePay Online will not be liable for communication malfunctions that effect the accuracy and timeliness of communications between you and SurePay Online and/or that prevent messages from being transmitted in whole or in part or if for any reason you cannot access any part of the SurePay Online Service.

You will be responsible to maintain your own contingency procedures if for any reason you are unable to access the SurePay Online service electronically by computer to pay your bills.

Disclosure of Information to Third Parties

SurePay online will only disclose information about you to third parties if:

1. It is necessary to complete a transaction.
2. It is necessary to verify the existence and condition of your funding account.
3. It is necessary to comply with a governmental agency or court order.
4. You give us your written permission.
5. You ask us to assist with posting of a payment at a payee.
6. It is necessary for activating additional services that you requested.
7. It is within the guidelines set forth by our privacy policy located at https://app.surepayonline.com/Home/PrivacyPolicy

Usage Limitations, Obligations and Availability

You agree that you will not provide access to the SurePay Online Services to any party other than yourself and other joint owners of your account, and you will take reasonable precautions to safeguard your password (“Access ID”) and keep it confidential. You agree to use the SurePay Online Services only for lawful purposes. You are responsible to provide at your own expense all necessary telephone lines, Internet connection and equipment needed to access the SurePay Online Services. The availability of the SurePay Online Services may be subject to interruption and delay due to causes beyond our reasonable control and for which we accept no liability.

Changes to the Services and this Agreement

We reserve the right to change the SurePay Online Services and this Agreement, including fees, in our sole discretion and from time to time. In such event, we will provide notice to you through posting such information on the SurePay Online website. If you do not agree to any amendments of the change to the SurePay Online Services, you may stop using the SurePay Online Services and terminate this Agreement as described below. Your use of the SurePay Online Services will constitute your agreement to such change(s). Further, SurePay Online may, from time to time revise or update the applications, services, and/or related material.

Such actions may render all such prior versions obsolete. Consequently, SurePay Online reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and or related material and limit access to only the SurePay Online Services’ most recent revisions and updates.

Method of Payment

We will make payments for you to billers or you’re Payees, either electronically, using a direct debit drawn on your Funding Account or other form of funds transfer that we may choose to employ.

Authority to Charge Your Account

You authorize us to charge your Funding Account in order to fund payments that you initiate using the SurePay Online Services. Such charge may take the form of an Automated Clearing House (ACH) Debit, a Credit or International Debit Card transaction or other form of funds transfer, in our sole discretion. You will designate a Funding Account and you agree to maintain a balance in that account that is sufficient to fund all payments you initiate. You represent and warrant that you have the right to authorize us to charge the Funding Account for payments you initiate using the SurePay Online Services and you will indemnify and hold us harmless from any claims by any other owner of the account. You also agree that we are not responsible for any overdraft or insufficient fund situation or charge (including, but not limited to, finance charges, late fees or similar charges) caused by your failure to maintain a balance in the Funding Account that is sufficient to fund all payments you initiate. You further agree that we may charge a service fee of EC $60.00 for any returned payment, including, but not limited to, returns resulting from insufficient funds in your account, the fact that your account is closed, or because you provided incorrect account or routing information to us.

You agree that if there are insufficient funds in your account, we shall reverse the transactions to the Payee and charge you a service fee of EC $60.00. If the service fee is not paid within three business days, we shall suspend your account until such time as the said service fee is paid. You agree to promptly notify us in writing of any changes to your Funding Account information and authorize us to debit such account.

Payment Cancellation Requests

You may cancel or edit any payment (including recurring payments) by following the directions within the SurePay Online Services. Once the SurePay Online System has begun processing a payment, it cannot be cancelled or edited. You understand that any transaction initiated by you which results in Insufficient Funds from your Funding Account, may also incur a fee from the biller(s) being paid and these fees are in addition to the SurePay Online fees listed above.

Prohibited Payments

Payments to Payees outside of the territory are prohibited through the SurePay Online Services as these are governed by the Foreign Exchange Regulations of the local Central Bank.

Bill Balance Presentment

This feature is for the presentment of electronic bill balances only. If you elect to activate the bill linkage option in your account on the SurePay Online website, you agree to the following:

1. That you have been given or have the appropriate authority and approval by the owner of any bill which does not bear your name to make payments to that bill and to view its balance.
2. That SurePay Online, SurePay and its Billers are held harmless to any claim made against them for your improper use in utilizing the service.
3. That you use the service for the sole purpose of payment of bills.

Procedures If Your Access ID Has Been Lost, Stolen, or Compromised or There Has Been Unauthorized Use of Your Access ID

If you believe that your Access ID has been lost or stolen, or that someone is using your Access ID without your permission, notify us IMMEDIATELY in order to minimize your possible losses and immediately change your password. The following is our contact information:

• Telephone Number: (758) 456-6500
• e-mail Address: surepay@jebergasse.com
• Mailing Address:J E Bergasse and Company Ltd, JEB Building, Vide Bouteille, PO BOX 102, Castries, St. Lucia

If your bank account statement shows payments through the SurePay Online Services that you did not authorize, notify us IMMEDIATELY. If you do not notify us within thirty (30) days after the statement was received, you may not get back any of the unauthorized payments made after sixty (60) days if we can prove that we could have prevented the unauthorized payments if you told us in time. If a good reason (for example, a hospital stay or a long trip) prevented you from telling us sooner, we may, if we choose, extend this time.

An “unauthorized electronic fund transfer” is an electronic funds transfer conducted by a person who does not have actual, implied, or apparent authority to use your account, and which does not benefit you. If you give your complete Access information to another person, all electronic funds transfers by that person are authorized unless and until you notify us that payments by that person are no longer authorized and you change your password.

In Case of Errors or Questions about a Payment

ALL QUESTIONS ABOUT PAYMENTS MADE THROUGH THE SUREPAY ONLINE SERVICES OR WITH YOUR PASSWORD MUST BE DIRECTED TO US AND NOT TO THE BANK OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR FUNDING ACCOUNT. We are responsible for the SurePay Online Services and for resolving any errors in payments made through the SurePay Online Services or with your password.

Your payment transactions will appear on the statement issued by the bank or other financial institution where you have your Funding Account. SAVE COPIES OF YOUR PAYMENT INSTRUCTIONS AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION. If you have any questions about one of these transactions, call or write us at the contact information indicated below.

You agree to accept sole responsibility for any loss or damage incurred due to any error, deficiency or inconsistency in the information that you provide SurePay Online with respect to any Biller or Payee.

You agree that SurePay Online shall not be responsible to verify the accuracy of such information provided by you and may rely solely on an account or other identifying number provided by you to effect any direct deposit or funds transfer you have instructed, even if it identifies a person different from the Payee named by you.

You agree and acknowledge that you cannot place any stop payment on any transaction after it has been processed by SurePay Online.

Contact us as soon as possible at (758) 456-6500 if you think that a payment shown on the statement for your Funding Account is in error or if you need more information about a payment shown on your statement.

Procedures for Investigating and Resolving Errors Involving Electronic Funds Transfers

If you think your funding account statement is incorrect or you need more information about a SurePay Online Services transaction listed on the funding account statement, we must hear from you no later than thirty (30) days after you received the FIRST funding account statement reflecting a problem or error involving an electronic funds transfer. We will extend this period by a reasonable time if you can show that a delay resulted from your initial attempt to notify the bank or other financial institution where you have your Funding Account. To contact us about errors or questions or transactions:

1. Telephone us at (758) 456-6500
2. Write us at: surepay@jebergasse.com

Customer Service.

When you write or call us, you must:

1. Tell us your name and email address used at the time you enrolled for the SurePay Online Services.
2. Describe the payment and/or transfer you are unsure about (Payee name, account information, transaction date, transaction amount) and explain as clearly as you can why you believe it is an error or you need more information. If possible, please provide us with a confirmation number for the transaction.
3. Tell us the dollar amount of the suspected error.
4. If you tell us orally, or by electronic mail through the SurePay Online Services, we may require that you send your complaint in writing through the e-mail address listed with your SurePay Online account within ten (10) Business Days.

We will determine whether an error occurred within ten (10) Business Days after we receive your complaint and will correct any service error promptly. If we need more time, we may take up to forty-five (45) days to investigate the complaint or question. If we decide to do this, we will re-credit the affected account within ten (10) Business Days after we hear from you, for the amount that you think is in error in order that you may have use of the money during the time it takes us to complete our investigation. If we ask you to put your question or complaint in writing and we do not receive it within ten (10) Business Days, we may not re-credit your account.

We will tell you the results within three (3) Business Days of completing our investigation. If we decide that there was no error, we will mail or transmit to you a written explanation within three (3) Business Days after we have completed our investigation, and within ten (10) Business Days of the date of such explanation, we will debit your account of the amount previously re-credited to you for use during the time it took us to complete our investigation.

You may ask for copies of documents used during our investigation.

Correspondents

When any act or thing is necessary or required to be done in the course of or in connection with the SurePay Online service, SurePay Online (acting responsibly) may use a Correspondent to do such act or thing as agent for and on your behalf. In each case, SurePay Online shall not be liable by reason of any act or omission of such Correspondent in the performance of the SurePay Online service required of it or by reason of the loss, destruction or delayed delivery of any instrument, security, certificate or document of any kind while in transit to or from such Correspondent or while in its possession.

Fees and Additional Charges

Applicable fees will be charged using the SurePay Online services as detailed below:-

1. Registration Fee – Free
2. Online Payments to SurePay Billers – Free
3. Non-Sufficient Funds (NSF) fee from your Funding Account – EC $60.00 per NSF

Includes: all charges for clearing through the Automated Clearing House and Bank servicing charges as well as all reversal charges to respective biller, exclusive of any biller charges

With the exception of the Non-Sufficient Fund Fee which is levied as a result of your attempt to pay bills without having the necessary funds in your account to cover the payment transaction, all other SurePay Online fees are charged only after you have acknowledged these fees after the end of each online payment session.

We may charge an additional fee if you request the original document for any item that has been scanned. Also, there may be a charge for additional transactions and other optional services. You agree to pay fees for the SurePay Online Services as described in the above table. Fees for your use of the SurePay Online Services will be calculated and deducted automatically from your Funding Account.

Consent to Electronic Communications

We are an electronic, Internet-based service. Therefore, you understand and agree that this Agreement will be entered into electronically and that the following categories of information (“Communications”) may be provided by electronic means either by e-mail or posted on the Services Website as described below:

1. This Agreement and any amendments, modifications or supplements to it.
2. Your records of any payment and other transactions through us, including without limitation payment histories and confirmations of individual transactions.
3. Any disclosures or notices provided in connection with the SurePay Online Services, including without limitation those required by in territory Law (including without limitation initial disclosures, periodic statements, periodic and annual error resolution notices, initial and annual privacy notices, opt-out notices, and change-in-terms notices).
4. Any customer service communications, including without limitation communications with respect to claims of error or unauthorized use of the SurePay Online Services.
5. Any other communication related to the SurePay Online Services.

All electronic Communications will be deemed to have been received by you no later than five (5) business days after we send it to you by e-mail whether or not you have received the e-mail or posted on the Services Website, whether or not you have received the email or retrieved the Communication. An electronic Communication by e-mail is considered to be sent at the time that it is directed by our e-mail server to the appropriate e-mail address. You agree that these are reasonable procedures for sending and receiving electronic Communications.

You agree to promptly update your account records with us if your e-mail address or other information changes. You may update your account records, such as your e-mail address, as described in the Changes to Your Information section of this Agreement.

Although we reserve the right to provide Communications in paper format at any time, you agree that we are under no obligation to do so. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of this Agreement and any electronic Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the SurePay Online Services.

If you have opened an account with us and you wish to withdraw your consent to have Communications provided in electronic form, you must close your account as described in the Term and Termination section of this Agreement and stop using the SurePay Online Services. There are no fees to close your account with us however any initial registration fees will not be reimbursed.

In order to access and retain Communications, you must have:

1. An Internet browser that supports 128-bit encryption.
2. An e-mail account with an Internet Service Provider and any software required to send and receive emails.
3. A personal computer, operating system and telecommunications connections to the Internet capable of supporting the foregoing.
4. Sufficient electronic storage capacity on your computer’s hard drive or other data
5. storage unit.
6. A printer that is capable of printing from your browser and e-mail software.

Failed or Returned Transactions

In using the SurePay Online Services, you are requesting the SurePay Online Services to make payments for you from your Funding Account. If we are unable to complete the transaction for any reason associated with your Funding Account (for example, there are insufficient funds in your Funding Account to cover the transaction), the transaction will not be completed. In some instances, you will receive a return notice through the SurePay Online Services. In such case, you agree that you will be charged a service fee of EC $60.00 for such failed or returned transaction.

Refund Policy

SurePay Online reserves the right to limit or decline refunds for bill payments made using its service. All reversals or refunds must be requested within twenty-four (24) hours of the actual payment.

There will be no refunds by SurePay Online for payments made by credit or international debit cards. For these payment types, the biller must authorise the refund and the customer must visit the Customer Service Department at the biller office to conduct this transaction.

Our Right to Refuse to Make Payments

We may refuse to make any payment that we believe to be prohibited by law. If you fail to maintain a balance in the Funding Account that is sufficient to fund any payment that you initiate, we may refuse to make any subsequent payment for as long as we determine to be necessary or appropriate. We also reserve the right and will promptly notify you of our decision to refuse to make any other payment.

Changes to Your Information

You agree to promptly advise us of any changes to all your profile information, including, but not limited to, name, physical address, e-mail address and Funding Account information.

Profile information may be updated by clicking on the Account Profile button in the SurePay Online Services Website. Changes to your bank account number or bank routing number must be submitted in writing on a payment authorization form available through the SurePay Online Services Website. We are not responsible for any mail we forward to your old mailing or e-mail address prior to receiving updated information from you. All changes made are effective immediately for scheduled and future payments paid from the updated Funding Account information. The SurePay Online Services are not responsible for any payment processing errors or fees if you do not update your account information, or if you do not provide accurate Funding Account or contact information.

Records

All information that SurePay Online provides you relating to the Service may be recorded or stored by SurePay Online in such a form and by means of such devices as SurePay Online may see fit, and you acknowledge that SurePay Online is under no obligation to retain original documents, instruments or vouchers.

SurePay Online will maintain a record of electronic communications exchanged between you and SurePay Online. You acknowledge that any tangible reproduction of such record shall be admissible in any legal, administrative or other proceedings as sufficient and valid proof of the communications, and of the matters, transactions and accounts recorded in those communications, and you expressly waive any right to object to the production of such reproductions into evidence.

For greater certainty, you agree not to contest the validity of any electronic communications exchanged between the parties in connection with any service under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound by the same; copies of SurePay Online’s records of such communications will be admissible as between the parties to the same extent and under the same conditions as other Financial records originated and maintained in paper form, and you shall not contest the admissibility of such copies under either the business records exception or the hearsay rule, the best evidence rule or otherwise.

Processing Services

You will possess complete control of your bill payments through the SurePay Online Service and we will process your payments as instructed using your Funding Account:

1. For direct debit from your Funding Account for payment distribution towards one or several Billers
2. For direct debit from your Funding Account for payment distribution towards one or several third parties
3. For direct credit into your account from SurePay Online in order to satisfy payment(s) to you from third parties or credits from Billers or refund of money due to you caused through an acknowledged Processing error
4. With respect to each payment to Third Parties, you confirm and guarantee SurePay Online that the Third Party has authorized you to make payments directly into their specified Funding Account
5. With respect to any credits entering your account, you confirm and guarantee SurePay Online that the Payor has authorized you to receive funds from their account and you have such authorization in the form of a written or SurePay Online e-mail response which you acknowledge at the time of authorizing the credit

Term and Termination

In the event you wish to cancel the SurePay Online Services, you may do so by contacting customer service at surepay@jebergasse.com.

We may terminate this Agreement at any time upon notice to you, which may be delivered via e-mail to your e-mail address reflected in our records. In addition, if either party breaches a material provision of this Agreement, then the other party will have the right to terminate this Agreement immediately by giving notice to the party in breach. The termination of this Agreement shall not affect any fees or charges already due to us from you. Any payment(s) the SurePay Online Services have already processed before the requested termination date will be completed by the SurePay Online Services. All Scheduled Payments including recurring payments will not be processed once the Services are cancelled. The SurePay Online Services may terminate or suspend SurePay Online Services to you at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.

Returned Payments

In using the SurePay Online Services, you understand that Payees/Billers may return payments to the SurePay Online Services for various reasons such as, but not limited to, Payee’s forwarding address expired; Payee account number is not valid; Payee is unable to locate account; or Payee account is paid in full. The SurePay Online Services will use their best efforts to research and correct the returned payment and return it to your Payee, or void the payment and credit your Funding Account. You may receive notification from the SurePay Online Services.

Disclaimer of Warranty

YOU EXPRESSLY AGREE THAT USE OF THE SUREPAY ONLINE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SUREPAY ONLINE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF AVAILABILITY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Responsibility

IN NO EVENT WILL WE, OUR PROVIDERS, OR SUREPAY ONLINE BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE SUREPAY ONLINE SERVICES. IN ANY EVENT, OUR TOTAL, AGGREGATE LIABILITY TO YOU IS LIMITED TO THE AGGREGATE AMOUNT OF FEES YOU HAVE PAID FOR THE SUREPAY ONLINE SERVICES DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.

Indemnity

You agree to defend, indemnify and hold us, our providers, and SurePay Online harmless from and against any third-party claims, including any damages, costs, expenses and attorneys’ fees arising out of your use of the SurePay Online Services.

Other Provisions

Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise transferred by you without our prior written consent. If any provision of this Agreement is unenforceable, the validity and enforceability of the other provisions shall not be affected.

Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision. This Agreement shall be governed by and construed under the laws of St. Lucia. You hereby consent to the jurisdiction of the St. Lucia courts with respect to any claim relating to this Agreement. The Disclaimer of Warranty, Indemnity and the Other Provisions sections of this Agreement shall survive the termination of this Agreement.

Joint Owners

You may establish your account to use the SurePay Online Services with another party. An account having more than one owner is called a joint account. Each joint owner is bound by all the terms and conditions of this Agreement, and all references to “you” and “your” in the Agreement shall include all joint owners. Each joint owner agrees to be jointly and individually responsible for all charges and other obligations of any and all joint owners under this Agreement. Unless we are otherwise notified, in writing, by all owners of an account, each joint owner has full and independent authority to use the SurePay Online Services as if they were the sole owner, and without the consent of or notice to any other joint owner. Such powers include, without limitation, the authority to: (a) view all billing data and pay bills or other obligations of any joint owner; (b) order the payment or transfer of funds from the Funding Account, whether or not such joint owner is an owner of the Funding Account; (c) receive notices, confirmations, statements, demands and other communications concerning the SurePay Online Services for and on behalf of all owners; (d) terminate, modify or waive any provision of this Agreement to the extent permitted herein; (e) close the account at any time. Unless we are notified in writing by all owners of an account, we may: (a) honor the orders and follow the instruction of any one joint owner, without liability to any other joint owner(s), and without any obligation to give notice to other joint owners, or to inquire whether such other owners consent; (b) honor any payment order from a joint account owner even though it may create an overdraft in any account (and all joint owners are jointly and severally liable for repayment of overdrafts created by any joint owner); (c) honor stop payment requests (including orders that no further payments be permitted from the account) from any joint owner, whether the original payment order was authorized by that owner or another joint owner; and (d) treat any notice required or permitted to be given concerning the account as being given to all joint owners when such notice is given to any one joint owner.

Important Information about Procedures for Opening a New Account

When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see identifying documents if you complete your account application in person.

Entire Agreement

This Agreement between you and SurePay Online is an integral part of the entire Agreement made up of your physical signed customer-mandate and these Terms and Conditions posted on the SurePay Online website and representing the entire collateral Agreement between you and SurePay Online. This entire agreement supersedes all prior oral, written or web posted representations or Agreements concerning the subject matter of this Agreement unless expressly incorporated by reference into this Agreement.

Upon physical signature of your customer-mandate, this entire collateral Agreement shall not be assigned by you and shall be governed in accordance with the laws of St. Lucia and you agree to submit to the non-exclusive jurisdiction of the said court.