Term of use
General Terms and Conditions of using the website/services The Grow Finance website has been developed and is managed by Grow Finance (the "Company").
These Terms and Conditions of Using the Website and products/services (the "Terms and Conditions") shall apply to all users of the Website and/or other products/services of the Company.
Any users of the Website and/or products/services of Grow Finance may be referred to for ease as "You" or "Your". Before using the Website or any of the products/services offered on the Website (the "Services") and/or by Grow Finance, you must carefully read these Terms and Conditions, Policies, and Regulations governing your use of the Website and/or the products/services offered by Grow Finance. If you do not agree with any of the clauses of these Terms and Conditions, Policies, and Regulations governing your use of the Website and/or the products/services offered by Grow Finance, we kindly ask you to leave the Website. By continuing to use this Website and/or registering to use Grow Finance's products/services (our services), you confirm that you have read, understand, accept, and agree to comply with these Terms and Conditions, Policies, and Regulations governing your use of the Website and/or the products/services offered by Grow Finance.
1. The terms used in the Terms and Conditions of Using the website/service (the "Agreement")
1.1. In these Terms and Conditions, the following terms shall have the following meaning:
● Agreement shall mean a separate Agreement between Grow Finance and the Merchant to be concluded within the framework of these Terms and Conditions;
● Grow Finance Services shall mean any services provided by Grow Finance under these Terms and Conditions, including the E-Wallet Payment Service, the Gateway Service, and any other service available for use on the website;
● Grow Finance Website www.site.com shall mean the Grow Finance Website for the provision of services currently available at www.site.com, without regard to any third-party websites on which the Website is indicated using hyperlinks or otherwise;
● Merchant shall mean a party to contractual relations within the Agreement;
● Merchant Website shall mean the Merchant Website;
● Merchant Account shall mean a registered Merchant Account with Grow Finance in accordance with these Terms and Conditions of Using;
● Payment Method shall mean any card payment systems (VISA, MasterCard or other, national or local systems), bank payments (direct banking systems, direct debit systems or bank transfer systems) or electronic payment systems (electronic money, telephone payments) or other digital assets;
● Business Day shall mean any day other than Saturday, Sunday, public holidays or bank non-business days;
● Gateway Service shall mean any Grow Finance service using a payment gateway integrated (but not necessarily hosted) on the Merchant Website to receive payment instructions from the client;
● Manual shall mean any of the technical manuals applicable to the Grow Finance Services and published on the Grow Finance Website, or, in case of merchant integration through a third-party service provider, any third-party integration instructions or manuals;
● Confidential Information shall mean information that is considered "Confidential" or which should be treated as confidential, taking into account the context of disclosure or nature of such information, without prejudice to the foregoing, these Terms and Conditions, as well as business plans, data, strategies, methods, buyer and merchant lists, technical specifications, transaction data and data of the parties to the transaction shall be considered confidential;
● Regulatory Requirements shall mean any applicable law, enactment, regulation, order, judgment, decision, recommendation, rule, policy and/or procedure (including, but not limited to, KYC/AML/CTF Policies and/or procedures) or manuals adopted or issued by parliament, government or any competent court or authority or any payment system (including, but not limited to, bank payment systems, card payment systems such as Visa, MasterCard, or any other payment, clearing or settlement system or similar agreement used to provide services under these Terms and Conditions);
● Prohibited Conduct shall mean any illegal conduct that includes fraud, corruption, money laundering, collusion, terrorist financing, and any other criminal conduct.
● Fraud shall mean the use of deceit for the purpose of pursuing personal interests and causing damage to interests, including those of the Merchant and/or Grow Finance.
● Scam shall mean a method of deception, fraud in order to obtain money from Internet users, may include hiding information or providing incorrect information in order to extort money, property and inheritance from the injured persons.
● Corruption shall mean offering, giving, receiving or soliciting, directly or indirectly, anything of value that could improperly influence the actions of another party.
● Money laundering shall mean a scheme of financial transactions aimed at concealing the identity, source, and destination of illegally obtained money or financing illegal activities.
● Anti-Money laundering (AML) shall mean a set of measures and procedures aimed at identifying and/or preventing the use of the Grow Finance company/website and/or services provided by Grow Finance for money laundering purposes.
● Counter-terrorist financing (CTF) shall mean a set of measures and procedures aimed at identifying and/or preventing the use of the Grow Finance company/website and/or services provided by Grow Finance for the purposes of terrorist financing.
● Sanctions — economic sanctions — shall mean commercial and financial sanctions imposed by one or several countries against targeted self-governing states, groups or individuals.
● Red flags shall mean a warning or indicator suggesting the presence of a potential issue or threat with transactions passing through the Company and/or Service of the Company.
● Collusion shall mean an agreement between two or more parties to achieve an improper purpose, including improperly influencing the actions of another party.
● Terrorist financing shall mean the provision or collection of funds by any means, directly or indirectly, with the intent to use them or on the condition that they will be used in whole or in part to carry out any of the crimes related to terrorism.
● Criminal conduct shall mean a crime in any part of the world or what would be qualified as a crime in any part of the world if it happened there.
● Know Your Client (KYC) shall mean a set of measures and procedures aimed at obtaining information about a participant in a transaction, the Merchant and their activities in order to manage the risks of the Company.
● Customer Due Diligence (CDD) shall mean verification of data/information about the Merchant and/or a participant in a transaction and other checks related to the study of the Merchant and its activities aiming at fully-fledged risk assessment when accepting for and during service.
● Politically exposed person (PEP) shall mean an individual who plays a prominent public role within a certain country or at the international level.
● Third-party service provider shall mean a third-party counterparty of the Company, which provides additional services to the Company.
● Policies/Policy shall mean Policies and regulations that regulate the provision of products/services, including, but not limited to, the Client Risk Management Policies, Anti-Money Laundering and Counter-Terrorist Financing, Sanctions and Country Policies (AML/CTF & KYC & SANCTIONS & COUNTRY POLICY), Privacy policy, etc.
2. Conditions and provision of services
2.1. Services of Grow Finance payment aggregator assist in facilitating payments from the Merchant or on behalf of the Merchant from its clients. Any payment methods sent by the Merchant's clients and received by Grow Finance must be transferred to the Merchant Account immediately after deducting any fees due to Grow Finance.
2.2. The Merchant acknowledges that receiving a payment in the Merchant Account does not equate to having credited funds. The Merchant shall remain obligated to Grow Finance for the total amount of the payment and any fees subtracted from it (the "Refund Amount") if the payment is subsequently canceled for any reason. In the event of such payment cancellation, Grow Finance will first debit the Merchant Account with the Cancelled Amount and any relevant third-party refund or cancellation fee. If Grow Finance cannot fully recover the Refund Amount and applicable third-party chargeback or reversal fee from the Merchant Account (including any funds transferred to it post the payment cancellation), it reserves the right to invoice the Merchant for the unrecovered remainder.
2.3. Grow Finance retains the right, at any given time and at its sole discretion, to suspend the Merchant Account (or some of its functionalities, such as depositing, receiving, sending, and/or withdrawing funds) if transactions are processed that Grow Finance deems, at its sole discretion, to be (I) in breach of these Terms and Conditions, or (II) suspicious of money laundering, terrorist financing, fraud, violating established sanctions restrictions/circumventing established sanction restrictions, or any other illicit activities, or (III) in breach of Grow Finance Policies. Grow Finance will make diligent efforts to notify the Merchant of any actions taken, unless restricted by law, judicial or governmental decree, or if such notification pertains to AML/KYC/CDD/CTF procedures and other vital processes.
2.4. The Merchant acknowledges and agrees that Grow Finance will serve solely as a payment aggregator. At no point will Grow Finance act as a seller, purchaser, dealer, wholesaler, auctioneer, provider, distributor, producer, broker, representative, or merchant concerning any product or service ordered, procured, or acquired by any means processed via its services.
2.5. The Merchant acknowledges and agrees that:
- Any dispute regarding any product or service procured or acquired by any means requested or received through Grow Finance services, or any transaction connected to Grow Finance services will be a disagreement between the sender and funds recipient and/or the goods or services provider and recipient.
- It remains responsible to the buyer and/or user of the goods or services for the appropriate quality of the delivered goods and/or services and will not assign such accountability, directly or indirectly, to Grow Finance.
2.6. Grow Finance shall not be a party to any resulting dispute, including, but not limited to, performance and liability disputes related to the delivery, quality, quantity, or use of goods and services offered by the Merchant.
2.7. Without limiting the liability provisions, the Merchant commits to fully compensate Grow Finance for any funds expended in addressing third-party claims related to the use of goods and services offered, and to reimburse Grow Finance entirely for the costs of any legal defense.
2.8. Technical integration with Grow Finance services is to be undertaken in collaboration with Grow Finance technical support and in accordance with separate internal technical regulations and procedures.
3. Obligations
3.1. Grow Finance shall provide the Merchant and its current and potential clients with Grow Finance Services as specified in these Terms and Conditions.
3.2. The Merchant must not receive payment for the delivery of tobacco products, prescription or over-the-counter drugs, illegal downloads, goods or services that infringe the intellectual property rights of third parties, or for any other goods or services the offer or provision of which is illegal under the applicable current legislation.
3.3. The Merchant undertakes to:
- Comply with the Terms and Conditions of Use, provisions of the AML/CTF & KYC & SANCTIONS & COUNTRY POLICY, Privacy Policy, and other provisions for using the Website, product/services of the Company;
- Conduct due diligence and "know your client" procedures in respect of its clients (buyers) to comply with the requirements of Regulatory Restrictions, to the extent that this is applicable under the applicable legislation;
- Not use the Website, products/services of the Company for illegal purposes or suspicious transactions, including, but not limited to, transactions directly or indirectly related to terrorist financing, violation and/or circumvention of established sanction restrictions, fraud, scam, corruption, circumvention of sanction restrictions, DarkNet, and other actions/transactions that can be classified as illegal;
- At the request of Grow Finance, provide the necessary documents and information to complete the KYC/AML/CTF procedures;
- Cooperate with Grow Finance to investigate any suspicion of illegal, fraudulent, or improper activity;
- In relations with its clients (buyers), independently resolve all potential disputes and proceedings without the participation of Grow Finance and not delegate to Grow Finance the functions of support, liability, and any other obligations not stipulated by these Terms and Conditions.
3.4. After the entry into force of these Terms and Conditions and at any time thereafter, for the purpose of complying with the Regulatory Requirements, the Merchant shall provide Grow Finance with information about its business, corporate structure and articles of association, shareholders, partners, members, directors, key employees or in case of a trust — its beneficiaries and other information requested by Grow Finance for the above purposes. In particular, the Merchant undertakes to notify Grow Finance in writing of any change in its business model or in goods or services it sells or distributes if such change has or may be expected to be relevant for compliance with the Regulatory Requirements. Without limitation of liability, the Merchant undertakes to indemnify Grow Finance for all losses resulting from the Merchant's failure to notify Grow Finance of any such changes that are relevant for the compliance with the Regulatory Requirements applicable to Grow Finance or the Merchant.
3.5. The Merchant undertakes to provide its clients with a clear and honest return and refund policy. The Merchant must provide and update information on the return and refund policy in the relevant section on its website and/or in the relevant agreement/offer.
4. Reserve
4.1. In order to minimize the risks of settlements, Grow Finance may initiate the creation of the necessary reserve. The conditions of the reserve shall be determined in a separate agreement between Grow Finance and the Merchant. The general procedure for establishing a reserve shall be set out below, unless otherwise stipulated by a separate agreement.
4.2. Without limiting the discretion of Grow Finance under clause 4.1., Grow Finance may consider, inter alia, the following factors in determining the amount of any reserve:
4.2.1. The Merchant terminates its activities or a significant part thereof;
4.2.2. The Merchant significantly changes the nature of its business;
4.2.3. The Merchant's business activities involve risk of chargebacks or other refunds to the client higher than usual;
4.2.4. General financial position of the Merchant and its change;
4.2.5. The Merchant becomes insolvent or, for other objective reasons, cannot pay the debts when they fall due;
4.2.6. Grow Finance receives a disproportionate number of client complaints, chargebacks, or other charges, fines, sanctions, or other violations of obligations related to the Merchant Account;
4.2.7. Grow Finance reasonably believes that the Merchant will not be able to perform its obligations under these Terms and Conditions.
4.2.8. The Merchant's activity violates or may violate the Regulatory Requirements and/or Policies.
4.3. The Merchant agrees to provide Grow Finance with information about its financial and operational status, including the most recent financial statements, upon a reasonable request and at the expense of the Merchant. The Merchant must also perform, at its own expense, any further action (including the execution of any necessary documents and registration of any form of document) necessary to establish such a form of security as is reasonably required by Grow Finance.
4.4. If so required by Grow Finance, the Merchant shall transfer to its Merchant Account such amounts as are reasonably determined by Grow Finance to replenish the initial Reserve or to respond to unforeseen increased risks of payment cancellations not covered by the current balance of the Merchant Account.
4.5. Notwithstanding all of the foregoing, if the Merchant has a negative balance on its Merchant Account or is otherwise liable for the repayment of funds, the Merchant must replenish such a negative balance or make the corresponding Grow Finance payment within seven calendar days after the date of the request or claims for such payment from Grow Finance.
5. Fees
5.1. The cost of Grow Finance services shall be specified in the "Tariffs" section on the Grow Finance website or in the "Personal Account" on the Grow Finance website or in a separate agreement between Grow Finance and the Merchant. Unless otherwise specified, the fees shall be denominated in US dollars.
5.2. The tariffs shall not include value added tax. If value added tax or any other sales tax is or becomes chargeable, Grow Finance will add such tax to the amount payable but will provide information on the net amount, amount of tax, and applicable tax rate should it be necessary.
5.3. Any fee payable by the Merchant shall be deducted from the balance in the Merchant Account. If the trading account balance is insufficient or the trading account balance becomes negative, Grow Finance reserves the right to invoice the Merchant for any shortage.
5.4. Fees may vary.
5.5. If Grow Finance is unable to deduct any fees or other funds payable by the Merchant from the balance of the Merchant Account, Grow Finance will issue an invoice for the amount due. Invoices shall be payable within fifteen calendar days following the invoice date.
6. Amendment of the terms and conditions
6.1. Grow Finance reserves the right to adjust and make changes to the content of the website and/or amendments to these Terms and Conditions at its sole discretion without the obligation of prior notice to the Merchant.
6.2. Grow Finance will make diligent efforts to maintain the accuracy and currency of the website content and/or these Terms and Conditions. Nevertheless, not all information might be current or comprehensive. The company doesn't assure the precision of the content. Any examples provided on the website are for illustrative purposes. Grow Finance commits to making its best efforts to accurately represent current and forthcoming products and/or services, though there may be discrepancies in reality.
6.3. Upon updating these Terms and Conditions, Grow Finance will inform the changes by either publishing the updated version on the website or sending a notification via email. The updated version of the Terms and Conditions will take effect as soon as it's posted on the website, unless a different effective date is indicated, considering the demands of applicable laws. The responsibility of staying updated with the current Terms and Conditions lies with the Merchant. If you continue to use the website after the Terms and Conditions have been updated, Grow Finance will interpret this as your agreement to the revised terms.
7. Warranties, Trade Warranties, Intellectual Property
7.1. Both parties warrant to each other that:
- They possess and will continue to uphold the necessary resources (including employee training, internal protocols, and technological equipment) to comply with their data protection and privacy commitments as per these Terms and Conditions.
7.2. The Merchant guarantees:
- It holds and will maintain all essential rights and authorities to agree to these Terms and Conditions, utilize the Website, and fulfill its responsibilities as per these Terms and Conditions;
- The products and services available to customers have received certification in compliance with the current laws of any territory where the Merchant offers its products and services. Moreover, the Merchant always possesses the requisite licenses and approvals to engage in promotional activities and supply its products and services;
- It neither accepts funds from nor engages in unlawful or fraudulent activities. Furthermore, the Merchant does not transfer or receive funds from a source that is illegal or in contravention of the Regulatory Requirements and Policies;
- The products and services, along with the Merchant's operations, are in line with the provisions of the relevant laws and established sanction limitations and do not facilitate evasion of these established sanction constraints.
8. Liability
8.1. Neither party is liable for indirect or consequential damages of any kind, including punitive damages or loss of profits, goodwill, opportunities, and third-party losses. This clause is in force unless other clauses in these Terms and Conditions dictate otherwise.
8.2. Except as noted in clauses 8.3, 8.4, and 8.5, the maximum liability of each party, for any reason including negligence, for each Contract Year, is the lesser of: (I) USD 50,000.00 or (II) the total fees paid by the Merchant to Grow Finance in the prior Contract Year.
8.3. The Merchant understands:
- Grow Finance may face significant losses from Merchant's violations, including fines from payment systems.
- If the Merchant breaches these terms, a fine of USD 50,000 may be levied. Grow Finance may also seek damages beyond this fine.
- USD 50,000 is a current reasonable estimate of Grow Finance's damages.
- Grow Finance can recover fines from the Merchant's account balances. Misuse of services may lead to account restrictions or termination. The Merchant acknowledges responsibility for any damages to Grow Finance and will compensate Grow Finance for expenses and fines from payment systems due to such misconduct.
- In any litigation concerning this clause, the prevailing party can recover reasonable legal fees.
8.4. Indemnification responsibilities in these terms are not limited by this liability section.
8.5. If the Merchant breaches clauses 2.6 or 7.2 (related to intellectual property sublicensing), then:
8.5.1. The limits in Sections 8.1 and 8.2 are void.
8.5.2. The Merchant must compensate Grow Finance for all costs related to such breaches. Any negligence by Grow Finance will proportionally reduce this obligation.
8.6. Grow Finance is not liable for:
8.6.1. Failures in hardware, software, or internet connectivity.
8.6.2. Halting or denying payments believed to be fraudulent or in violation of Policies/Regulatory Requirements.
8.6.3. Payment instructions with incorrect data.
8.6.4. External disruptions to standard operations, including wars, government decisions, natural disasters, power failures, thefts, technical breakdowns, cyberattacks, system failures, or any downtime of the Grow Finance website due to regulatory interventions.
9. Validity of the Terms and Conditions
9.1. Should any part of these Terms and Conditions be deemed invalid or unenforceable, the remaining sections will continue in full force and effect.
10. Succession and Third-Party Information Transfer
10.1. In the event of a merger or division, Grow Finance reserves the right to transfer or assign the information you've provided in compliance with current laws. Grow Finance may also share your information with third parties only when permitted by law or to furnish the services under the purview of these Terms and Conditions, Privacy Policy, and prevailing regulations.
11. Governing Law and Jurisdiction
11.1. By using the Website, both the Merchant and its clients acknowledge and agree to these Terms and Conditions, the Privacy Policy, and are subject to the laws of Estonia.
11.2. Disputes between Grow Finance and the Website's users should initially be addressed through dialogue. If a mutual resolution can't be achieved, the disagreement will be adjudicated in a competent court in British Columbia, Canada. Both parties commit to maintaining confidentiality regarding litigation details.
11.3. Grow Finance adheres to relevant local laws and international best practices and expects the same of the Merchant. The company will also draft internal AML/CTF risk management documents and KYC/CDD procedures. While these are internal to Grow Finance and align with the given Terms and Conditions, they are not publicly accessible.
12. Reach Out to Grow Finance
12.1. For inquiries, feedback, or complaints about these Terms and Conditions, please connect with our support team at the email: [email protected]