CleverDo Terms and Conditions

Last Updated: 17 October 2023 Version: V3.0

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Please Read the Entire Terms and Conditions

You must read carefully and agree to these Terms of Use for Consumers (Terms) which apply between You (User) and CleverDo Payment Technologies Ltd (CleverDo), You agree that You have read and understood and agreed to be bound by these Terms. You further agree to the representations made below.  

CleverDo is a trading name under CleverDo Payment Technologies Ltd, registration number BC1362982, having its registered office at Suite 1700, 777 Dunsmuir Street, V7Y 1K4, Vancouver, British Columbia, Canada, Regulated and licensed by FINTRAC, Canada, as Payment Service Provider (PSP) & Money Service Business (MSB) with registration number: M22036350, CleverDo is a technology company dedicated to developing web-based applications to obtain or procure e-commerce solutions. These Terms and the CleverDo Policies (Policies) constitute a legally binding agreement (Agreement) between the User or Users and CleverDo. This Agreement applies to your use of the Service provided by CleverDo.  If You do not agree to the Terms, please do not use or continue using the Service.

In these Terms, User or Users means any third party that accesses the Website or Application (Service/s) and is not either:

(I) Employed by CleverDo and acting in the course of their employment; 

(II) Engaged as a consultant or otherwise providing services to CleverDo and accessing the Website in connection with the provision of such services.

You must be at least eighteen (18) years of age to use this Service. By using the Service and agreeing to these Terms, you represent and warrant that you are at least eighteen (18) years of age.

Establishing Your Identity

CleverDo is required to comply with all applicable laws, regulations, notices, and guidelines issued by the relevant government and regulatory authority, including the Payment Services Act of the country or territory where You are using the Service, and various notices and guidelines issued by the Monetary Authority of the country or region of where You are using the Service.

You hereby acknowledge that CleverDo may collect such data on request, and use such data provided for the purposes of establishing your identity and implementing an ongoing monitoring program to ensure the adherence of CleverDo and the User to the applicable laws, regulations, notices, and guidelines, together with sharing such data internally with its affiliates and with Third-Party outsourced (both in the country or territory of where You are using the Service in and overseas), as well as in relation to transfers and reporting of such data and Your transactions to The Financial Consumer Agency of Canada (FCAC) and such other government or regulatory authority as CleverDo may deem appropriate or as may be required under any applicable laws, regulations, notices, and guidelines.

You agree that you will cooperate in relation to any anti-money laundering and counter-terrorism funding screening that is required and to assist CleverDo in complying with any applicable laws, regulations, notices and guidelines in place. 

Privacy

For information about how we collect, use, and share the data we collect from and about You, please see our Privacy and Cookies Policy which is incorporated by reference into these Terms.

Warranties and Representations You undertake not to authorize others to use your identity, and You may not assign or otherwise transfer your account to any other person or entity. By using the Service, You expressly represent and warrant that You are legally entitled to accept and agree to the Terms and You are not barred from using the Service under this Agreement, the law of the Province of British Columbia, your place of residence or any other applicable jurisdiction in which You are present while using the Service.

You may only access the Service using authorized means. Where applicable, it is your responsibility to check and ensure that You have downloaded the correct Software for your device. CleverDo is not liable if You do not have a compatible device or if You have downloaded the wrong version of the Software to your device. CleverDo reserves the right not to permit You to use the Service should You use it with an incompatible or unauthorized device or for purposes other than which the Service is intended to be used.

Liabilities

In no event shall CleverDo or its affiliates, or any of their respective directors, officers, employees, agents or other representatives, to the maximum extent permitted by law accept liability for any of the following: 

(I) Any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities; 

(II) Loss or corruption of any data, database or software; 

(III) Any special, indirect or consequential loss or damage. In any event, our aggregate liability will not exceed the amount paid for the Service to which the claim relates or, if the claim does not relate to the Service, CleverDo does not warrant, endorse, guarantee or assume responsibility for any Service advertised or offered by a Third Party through the Service and websites or any website featured or linked to through the Service and websites. CleverDo will not be a party to or in any way be responsible for monitoring any transaction between You and Third Party providers or services and websites.  CleverDo will not be liable for the offensive or illegal conduct of any Third Party. You voluntarily assume the risk of harm or damage from the foregoing. The foregoing limitations will apply even if a remedy fails in its essential purpose and to the fullest extent permitted by law.  

CleverDo does not represent or warrant that:

(I) The use of the Service will be secure, timely, accurate, uninterrupted, or error-free or operate in combination with any other hardware, software, system, or data; 

(II) The Service will meet your requirements or expectations; 

(III) Any stored data will be accurate or reliable; 

(IV) The quality of any products, services, information or other material purchased obtained by You through the Service will meet your requirements or expectations; 

(V) Any material and/or information downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and You will be solely responsible for any damage or consequential losses arising therefrom; 

(VI) Errors or defects in the Service will be corrected;

(VII) The Service or the Server that makes the application or Service available is free of viruses or other harmful components.

No advice or information, whether oral or written, obtained by You from the Service shall create any warranty not expressly made herein.

By using the Service, You understand and expressly agree that the use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. CleverDo expressly disclaims all warranties of any kind, whether express or implied, with respect to the Service (including, but not limited to, the implied warranties, representations, conditions, or guarantees of merchantability, fitness for a particular purpose, or non-infringement of third party intellectual property rights, are here excluded and disclaimed to the highest and maximum extent allowed under the country or territory of where You are using the service in law.

The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by you being faulty, not connected, out of range of mobile signals or functioning incorrectly. CleverDo is not responsible for any delays, delivery failures, damages, or losses resulting from such problems.

CleverDo in no event shall be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, to the extent caused by a condition (including, without limitation accidents, nuclear or natural catastrophes or acts of God, acts of war or terrorism, riot, labour condition, governmental action, and Internet disturbance, civil or military disturbances) that was beyond the CleverDo's reasonable control.

Misuse of the Service 

You may not utilize the Application and/or the Software to carry out, promote or support: 

(I) Any unlawful or fraudulent activities; the impersonation of another person or entity, or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse or deceive others; 

(II) Activities that are defamatory, libellous or threatening, constitute hate speech, harassment, or stalking; 

(III) The publishing or posting of other people’s private or personal information without their express authorization and permission; 

(IV) The sending of unsolicited communications, promotions advertisements, or spam; 

(V) The publishing of or linking to malicious content intended to damage or disrupt another User’s browser or computer; 

(VI) The promotion or advertisement of products or services other than your own without appropriate authorization.

You will not: 

(I) Use the Service to cause nuisance, annoyance, or inconvenience; 

(II) Impair the proper operation of the network; 

(III) Try to harm the Service, in any way whatsoever; 

(IV) Copy or distribute the Software or other content without prior written permission from the CleverDo; 

(V) Not use the Service, for purposes other than obtaining the Service.

You will: 

(I) Only use the Service for your own use and will not resell it to a Third Party; 

(II) Keep secure and confidential your account password or any identification CleverDo provides You which allows access to the Service; 

(III) Provide CleverDo with proof of identity as it may reasonably request or require.

You agree to provide accurate, current, and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of this Agreement. You agree that CleverDo may rely on your information as accurate, current and complete.

You acknowledge that if your information is untrue, inaccurate, not current, or incomplete in any respect, CleverDo has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice.

You shall not employ any means to defraud CleverDo or enrich yourself, through any means, whether fraudulent or otherwise, through any event, promotion, or campaign launched by CleverDo to encourage new subscriptions or usage of the Service by new or existing consumers. And You agree that the Service is provided on a reasonable effort basis.

Taxes

You agree that this Agreement shall be subject to all prevailing statutory taxes, duties, fees, charges, and/or costs, however, denominated, as may be in force and in connection with any future taxes that may be introduced at any point in time.

You further agree to use your best efforts to do everything necessary and required by the relevant laws to enable, assist and/or defend CleverDo to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service supplied under this Agreement.

You agree that details of your account and all transactions thereunder may be provided on request to any tax authorities either in the country or territory where You are using the service or overseas where the purpose of such request is the lawful payment of tax obligations and/or the identification of assets for taxation.

License Grant & Restrictions

CleverDo, its affiliates, and its licensor, where applicable hereby grant You a revocable, non-exclusive, non-transferable, non-assignable, personal, limited license to use the Service, subject to the Terms herein. All rights not expressly granted to You are reserved by CleverDo and its licensors.

You hereby agree that You shall not: 

(I) License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Third Party the Service in any way; 

(II) Modify or make derivative works based on the Service; 

(III) Create internet “links” to the Service or “frame” or “mirror” the Software on any other server or wireless or internet-based device; 

(IV) Reverse engineer or access the Software in order to; (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Application and/or the Software; (c) copy any ideas, features, functions or graphics of the Application and/or the Software; 

(V) Launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service; 

(VI) Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; 

(VII) Post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; 

(VIII) Remove any copyright, trademark or other proprietary rights notices contained in the Service. 

You shall not use the Service to; 

(I) Send spam or otherwise duplicative or unsolicited messages; 

(II) Send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of Third Party privacy and intellectual property rights; 

(III) Send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; 

(IV) Interfere with or disrupt the integrity or performance of the Service or the data contained therein; 

(V) Attempt to gain unauthorized access to the Service or its related systems or networks; 

(VI) Impersonate any person or entity or otherwise, misrepresent your affiliation with a person or entity; 

(VII) Engage in any conduct that could possibly damage CleverDo’s reputation or amount to being disreputable.

Intellectual Property Ownership

The Service is owned and operated by CleverDo and contains materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, and trademarks) which are derived in whole or in part from materials supplied by CleverDo and its partners, as well as other sources, and are protected by British Columbia and federal Canadian copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws. The Service is also protected as a collective work or compilation under British Columbia and federal Canadian copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by CleverDo and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute the valuable intellectual property of CleverDo and such others.

These Terms do not constitute a sale agreement and do not convey to You any rights of ownership in or related to the Service, or any intellectual property rights owned by CleverDo and/or its licensors.

CleverDo’s name, CleverDo’s logo, the Service, and the third-party merchants or transportation providers’ logos and the product names associated with the Service are trademarks of CleverDo and/or its affiliates or Third Parties, and no right or license is granted to use them.

For the avoidance of doubt, the term Services herein shall include its respective components, processes, and design in its entirety.

Data Privacy and Personal Data Protection Policy

The Personal Data that CleverDo collects and processes is governed by the Freedom of Information and Protection of Privacy Act (British Columbia), as amended or replaced from time to time.  When You use the Service and/or Software and/or Application, personal information is automatically collected from You, through the use of audit logs or cookies. This information is collected, used, stored, and disclosed according to CleverDo’s Privacy Policy found a Privacy Policy

If the Personal Data that CleverDo collects and processes is from any customer resident (or normally resident) in Europe or the United Kingdom, CleverDo actions occur under the prevailing EU data protection and privacy regulations, and CleverDo is considered to be a “data processor”. You agree to ensure that Your use of the Service is compliant with prevailing EU data protection regulations.

Third-Party Interactions

During the use of the Service, you may enter into correspondence with, purchase or utilize goods and/or services from, or participate in promotions of Third-Party providers, advertisers, or sponsors showing their goods and/or services through the Service. 

Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between You and the applicable Third Party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no Third Party will have any right to enforce or rely on any provision of these terms and conditions. CleverDo and its affiliates and licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, transaction, or promotion between You and any such Third Party.

CleverDo does not endorse any applications or sites on the Internet that are linked through the Service, and in no event, shall CleverDo, its licensors, or the Group be responsible for any content, products, services, or other materials on or available from such sites or Third-Party providers.

CleverDo provides the Service to You pursuant to the Terms.  You recognize, however, that certain Third-Party merchants or transportation providers, and/or services may require your agreement to additional or different terms of use prior to your use of or access to such goods or services, and CleverDo is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between You and the Third-Party providers. 

This includes, but is not limited to the following agreements:

You further agree that where the Service is provided to You in conjunction with goods and/or services from Third-Party service providers; 

You agree to any sharing of Your data between the Third-Party service providers and CleverDo, as may be necessarily needed in order to provide the Service to You. 

Indemnity

By agreeing to these Terms upon using the Service, You agree that You shall defend, indemnify and hold  CleverDo, and its respective licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, shareholders, members, representatives employees, attorneys and agents (and all successors and assigns of any of the foregoing), harmless from and against any and all claims, demands, costs, damages, losses, liabilities and expenses (including without limitation reasonable attorneys’ fees and costs and/or regulatory action) arising out of or in connection with: 

(I) Your use of the Service in Your dealings with Third-Party merchants, transportation providers, Third Party providers, partners, advertisers and/or sponsors; 

(II) Your violation or breach of any of these Terms or any applicable law or regulation, whether or not referenced herein; 

(III) Your violation of the terms of CleverDo’s Privacy Policy, 

(IV) Your violation of applicable law, 

(V) Your submission, posting or transmission of user content to the Service; 

(VI) Your violation of any rights of another individual or entity; 

(VII) Your violation of any intellectual property rights of any Third Party; 

(VIII) Your misuse of the Service.

Your submission, posting, or transmission of User Content to the Service, and/or your violation of any rights of another individual or entity.

CleverDo reserves the right, at its own expense, to assume the exclusive defence and control of such disputes, and in any event, You will cooperate with CleverDo in asserting any available defences. 

Termination

Either CleverDo or the User may terminate this Agreement with one  (1) month’s notice in writing to the other.

You hereby agree that this Agreement shall terminate immediately in the event that the User is: 

(I) Declared bankrupt, insolvent, or enter into liquidation or such other scheme of arrangement or administration; or 

(II) Found in default of Your debt obligations to a licensed bank by the country or territory where You are using the Service in Court.

In the event of any of the above, CleverDo reserves the right to deal with any such trustee, executive, or representative of the country or territory where You are using the Service in courts as in its sole discretion is considered appropriate in relation to the administration of any outstanding balance monies held with the CleverDo.

You hereby agree that CleverDo is entitled to terminate this Agreement immediately in the event that You are found to be in breach of any of the terms stipulated in this Agreement.

Notices

CleverDo may deliver notice to You by email, posting a notice on the website, Application, or any other method we choose, and such notice will be effective on dispatch. Written communication shall be effective upon the expiration of forty-four (48) hours after delivery or upon the expiration of one (1) hour after the e-mail has been sent. When we use the words “writing” or “written” in these terms, this includes emails, websites and Application notifications.

You may give notice to CleverDo, by letter sent by courier or registered mail to CleverDo, it will be effective when received and You must use the following physical or email address: (1) Suite 1700, 777 Dunsmuir Street, V7Y 1K4, Vancouver, British Columbia, Canada; or (2) help@cleverdo.app

Assignment

This Agreement as constituted by the Terms as modified from time to time may not be assigned by You without the prior written approval of CleverDo but may be assigned without your consent by CleverDo.

Any purported assignment by You in violation of this section shall be void.

Right to Refuse Service

CleverDo, at its own discretion, may refuse, without liability, to provide Services (including cancellation of existing accounts or any issued payment instruments) that are deemed unlawful in the opinion of outside counsel, or for which CleverDo has received notification of illegality from a government source with appropriate jurisdiction.

Sanctioned Countries and Activities

CleverDo, at its own discretion, reserves the right to temporarily suspend or deactivate the User account, or permanently close the User account at any time, depending on the territory, country, or jurisdiction where the User is located.

Sanctioned Countries

Sanctioned Activities

Miscellaneous 

These Terms and the relationship between You and CleverDo shall be governed and constructed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein, notwithstanding Your actual place of residence.

No agency, joint venture, partnership, employee-employer relationship, or agency is intended or created by these Terms between you, CleverDo, or any Third-Party.

If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. This shall, without limitation, also apply to the applicable law and jurisdiction as stipulated above.

The failure of CleverDo to enforce any right or provision in the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CleverDo in writing.

These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between You and CleverDo, govern your use of the Service, and supersede any prior agreements between You and  CleverDo on the subject matter.

These Terms may not be modified by an oral statement by a representative of CleverDo. You agree that any agreements made by and between You and CleverDo in electronic form are as legally binding as if made in physical written form.

CleverDo reserves the right at any time to modify or discontinue, temporarily or permanently, the Service, (or any part thereof), with or without notice. You agree that CleverDo shall not be liable to You or any Third party for any modification, suspension, or discontinuance of the Service.

CleverDo is entitled to unilaterally amend the Pricing and to change the amount, frequency or time frames for payment of any fees and/or charges relating to the Services provided. IBAN provider Satchel shall notify the Client of any changes 5 (five) Business Days before any new/amended Pricing takes effect unless the legislation in Canada stipulates another period of time.

KYC And AML Verification

CleverDo hereby specifically reserves all rights at its sole discretion and without notice to Users, to suspend and/or cancel the provision of its services whether the user fails to comply with CleverDo KYC (Know Your Customer) & AML (Anti-Money Laundering) checking. Moreover, CleverDo reserves the right to repeat the KYC & AML checking, at CleverDo's sole discretion, without explanation to Users. 

For more information on our KYC procedure, click on the link below:

https://help.cleverdo.app/article/123-accepted-documents-for-kyc-verification

Pricing And Fees

CleverDo is entitled to unilaterally amend the Pricing and to change the amount, frequency or time frames for payment of any fees and/or charges relating to the Services provided. IBAN provider Satchel shall notify the Client of any changes 5 (five) Business Days before any new/amended Pricing takes effect unless the legislation in Canada stipulates another period of time.

Waiver

Users shall not use the App to violate any legal law, rule or regulation. Users must comply with all CleverDo policies and procedures regarding privacy and security and shall not transmit false or misleading information. CleverDo shall not be responsible for any liabilities, costs, expenses (including reasonable attorneys’ fees), claims, demands, or causes of action whatsoever arising on account of any breach of this Agreement by Users.

The failure of CleverDo to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

If you require assistance please contact help@cleverdo.app.

End of Terms and Conditions