TERMS AND CONDITIONS

PREAMBLE
These terms and conditions, including all instructions and information contained on this website, (all together hereinafter referred to as “Agreement”) form the legal basis of the business relationship between WorldMerchant  Limited
 and its Client(s). All information contained in this Agreement will be treated in strict confidentiality by WorldMerchant.
WorldMerchant  Limited, Corner Huston & Eyre Street, Blake Building, Suite 208, Belize City, Belize, owner and operator of this website, declares that its primary activity is to carry out marketing, promotion and sales functions professional users that are duly provided by  “WorldMerchant.”
Such services include, but are not limited to, merchant account placing and e-commerce consulting and services, and similar and related international business services. These services are hereinafter collectively referred to as the “Services.”
This Agreement becomes legally binding for the Client only upon its express acceptance by the Client, by means of either a signature of this document or by making a payment for any Service ordered under this Agreement. This Agreement becomes legally binding for WorldMerchant Limited only upon its express acceptance by WorldMerchant, by means of either a signature of this document or by providing any Service ordered by the Client. Mere generation, processing, saving or sending of this document or any part of it (including the Order Form) over electronic communications or otherwise does not constitute a binding agreement.

DEFINITIONS

WorldMerchant”: means WorldMerchant Limited

“OP Group Services LLC”: acting for the account of and as agent for WorldMerchant

Client”: the natural person or persons on whose behalf and for whose benefit the Services are to be provided under this Agreement, also including any person(s) who have been authorized to represent the Client; in case of more than one person all such persons jointly and severally.
“Client of Record”: a person or all persons, including the Client and the Primary Contact, who, pursuant to this Agreement, are entitled to issue binding instructions to WorldMerchant.
“Company”: any incorporated or unincorporated body, owned and controlled by the Client, in relation to which Services are provided by WorldMerchant.
“Services”: any of the following – merchant account set up and management, card association check-list compliance advices and services, business plan services, e-commerce related services and other administrative and managerial work of similar nature that WorldMerchant may provide to the Client or to the Company.
“Person”: as far as the context admits, any natural person, organization, incorporated firm or other body, incorporated or unincorporated.
“Communications”: any communication between WorldMerchant and Client by any of the following methods: (a) direct conversation in person; (b) telephone or any other form of voice communications; (c) mail, including regular or courier mail services; (d) electronic mail, message or interactive form posted through the Internet, including messages posted by SMS or any instant messaging system.

“Partners”: Acquiring Banks, Third Party Processors, Gateways or Freelances with whom WorldMerchant have a referral or agent agreement and which are the final providers of our products such as Merchant Accounts, Gateway, Business Plans and other e-commerce related services. Which shall contract individually with the “Client” under it’s own terms.

COVENANTS AND LIABILITY OF WORLDMERCHANT

  1. WorldMerchant has no ownership or beneficial interest in the client’s business whatsoever. The sole interest of WorldMerchant at provision of any of the Services lays in the earning of the professional fees, as specified in the standard list of fees and charges of WorldMerchant.

  2. WorldMerchant hereby covenants with the Client that it will not divulge to any third party any confidential information received from the Client or elsewhere in respect of the Client’s business, or use any such confidential information other than in the interests of the Client without the prior written consent of the Client, unless compelled to do otherwise by law.


PROVISION OF INFORMATION (DUE DILIGENCE)

  1. WorldMerchant is subject to financial services regulations that impose strict Due Diligence KYC (Know Your Client) standards on all its business relationships, which includes this Agreement. As a pre-condition for this Agreement to enter into legal force and for any Services to be provided, at request of WorldMerchant, the Client shall at any time provide WorldMerchant with such information as addresses, business operations, financial status and reputation of all individuals and entities involved in the Company as beneficial owners, shareholders, directors, representatives or in any other controlling capacity, to ensure that the Client complies with all applicable laws and that any officers provided by WorldMerchant or WorldMerchant’s Partners can perform their duties to the standards imposed by the law and the principles of sound governance.

  2. At any time during this Agreement being in force the Client will be responsible for providing WorldMerchant with such complete, accurate and timely information (including financial information and supporting documents), as WorldMerchant may reasonably require in order to enable it to provide the Services. The client acknowledges that the frequency, scope and amount of such information to be provided may increase commensurate to the scope and level of Services provided by WorldMerchant under this Agreement.

  3. The Client agrees to immediately notify WorldMerchant of any material changes in the website, business model, beneficial ownership of the Company, of any change in its operational activities, and of any change in the usual residential, business, correspondence or email addresses, or in contact telephone and facsimile numbers of any of the Clients of Record.


INSTRUCTIONS AND PROCEDURES

  1. In providing the Services under this Agreement, WorldMerchant shall always act solely on instructions received from the Client of Record, and shall never act in its own discretion, except when under legal obligation to act otherwise.

  2. Regardless of the method of issuing instructions chosen under this Agreement, where two or more persons constitute the Client, each such person appoints each and every other such person to be his or its agent to exercise full power in respect of him or it and each such person agrees that their obligations under this Agreement are joint and several.

  3. The Client authorizes WorldMerchant to act on all instructions, requests and representations issued by, or purporting to be issued by the Client of Record, or by any person WorldMerchant reasonably believes to be duly authorized by the Client of Record. Such instructions, requests and representations may be communicated by the Client of Record to WorldMerchant by any method of writing Communication. WorldMerchant shall not be liable for any loss or damage due to its failure to act until such instruction or request is verified to its satisfaction.

  4. In the absence of gross negligence of WorldMerchant, the Client shall bear all risk of loss and damage caused by any instruction, request or information not being sent or received, by any such communication being incomplete, illegible, ambiguous or in error, or by any instructions or communication being issued by unauthorized third parties unlawfully purporting to represent the Client.

  5. WorldMerchant shall not be liable for any loss or damage resulting from its reliance upon any instruction, notice, document or communication reasonably believed by WorldMerchant to be genuine and originating from the Client.

  6. WorldMerchant may refrain to act on any instructions which appear to be incomplete, unclear, ambiguous, conflicting or of unclear authenticity, and shall not be liable for any loss or damage for its failure to act until such shortcomings are remedied to its satisfaction.

  7. WorldMerchant may refrain to act on any instructions, if it considers that such action may expose WorldMerchant or any of its members of staff to any personal liability or risk of prosecution in any jurisdiction, conflict with any laws of Belize or other jurisdiction, or otherwise be illegal.

  8. Nothing in this Agreement will make WorldMerchant liable or responsible for any commercial decisions that our Clients had made in respect to its business ventures.

     COVENANTS AND LIABILITY OF THE CLIENT

  9. The Client undertakes and guarantees that it will not involve WorldMerchant and will not use, or permit to be used, any of the Services provided under this Agreement in any of the following: terrorism and terrorist financing, money laundering or receipt of proceeds from criminal activities, corruption, trade or trafficking in restricted substances, human trafficking, sanction busting, embezzlement, fraud or any other activity that is defined as criminal by the laws of Belize.

  10. The Client acknowledges that WorldMerchant may, at its discretion, refuse to provide any Services under this Agreement if the Client is involved in any of the following: activities involving arms, human or animal organs, child pornography, drug paraphernalia, charity under multi-level marketing schemes, or any listed prohibited business models that, in the reasonable opinion of WorldMerchant, may damage the reputation of our Partners, or WorldMerchant itself.

    FEES AND INVOICES

  11. All fees shall be presented by WorldMerchant and must be approved by the “Client” in writing by any means of communication.

  12. Invoice will be billed to the Client due acceptance of Pre-Approval Proposal from one of our Partners Note: this preliminary approval does not constitute full and final approval, that can be only be given in a written contract has been signed between one of our Partners and the “Client”.

  13. Invoice will be billed to the Client due requestin writing of any other of our Services.

  14. WorldMerchant’s fees are completely independent from any applicable fees charged by our Partners.

  15. Invoices may be raised at WorldMerchant’s discretion either directly or by OP Group Services LLC, always acting for the account of and as agent for WorldMerchant, All fees charged by WorldMerchant to the Client shall be in amounts indicated in the standard list of fees as posted on the Internet site of www.WorldMerchant.biz or as specifically agreed with the Client by WorldMerchant as an offer, proforma-invoice or price-list. Any fees are subject to change and any increase of fees shall take effect upon 10 calendar days advance notice.

  16. The grounds for payment of any fees is an invoice issued by WorldMerchant to the Client of Record. Invoices will only be issued by WorldMerchant after the Client of Record has clearly confirmed a request for services over any means of Communication. Invoices may be generated electronically under the name of OffshorePro-Group and do not require signature. All terms of payment of the invoiced fees shall be indicated in the invoice. WorldMerchant is not bound to provide any Services not confirmed before its due fees are paid in full by the Client.

     REFUND POLICY

  17. In the unlikely event that final approval is denied by one of our “Partners”, then the set-up fee is fully refundable. The only exception to this rule is that no refunds are made where approval is denied due to misrepresentation by the merchant, or failure by the merchant, to provide a fully compliant site and supporting documents for contracting.

  18. Fees are fully refundable for our Services when severe mistakes performed by WorldMerchant.

  19. Client is not eligible to refund in the following cases: when the Client is in process of integration and decides to terminate this agreement due accepting or contracting with another company; when WorldMerchant at its sole discretion decides to terminate with this agreement due vague, false, fake or unrealistic information provided by the Client; and when the Client decides that will change completely the business model, URL, etc.

  20. Refund to be paid within 10 days, does not create interest.

     LEGAL ADVICE

  21. The Client acknowledges that WorldMerchant is not qualified to advise legally or financially the Client. None of the information contained in www.worldmerchant.biz, and Internet websites and other marketing material shall be construed as legal advice. The Client also acknowledges that WorldMerchant has recommended the Client to seek independent legal advice that may affect the Client

     JURISDICTION

  22. This Agreement is governed by and construed in accordance with the laws and courts of Belize and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the Belize courts in relation to any dispute or matter arising out of or in connection with this Agreement.

    TERMINATION

  23. WorldMerchant may at its sole discretion with obligation to disclose the reason for doing so cease to provide any or all Services under this Agreement by giving three days’ written notice to the Client

  24. The Client may at his sole discretion with obligation to disclose the reason for doing so terminate this Agreement in its entirety or require WorldMerchant to cease the provision of any particular Services by giving three days written notice to WorldMerchant.

  25. At termination of this Agreement, WorldMerchant shall not be obliged to reimburse any part of previously received professional fees and expenses.

     MISCELLANEOUS PROVISIONS

  26. All notices that are to be served pursuant to this Agreement upon the respective parties hereto shall be in writing, and shall be deemed to have been given or made by email, confirmation received.

  27. Nothing in this Agreement precludes WorldMerchant from providing Services to other clients, regardless of the fact that such other clients may be in competition with the Client.

  28. WorldMerchant could provides links to other web sites that may be of interest of use to the Client solely for the convenience of Clients. Any such linked site does not constitute part of the Company unless expressly stated. WorldMerchant is not responsible for the content or privacy practices of any such web sites.

  29. The Client acknowledges and agrees that WorldMerchant (and its directors, employees, agents and Partners) give no warranties or representation in connection with any links to other websites or the operations of those websites and in no way guarantees the use, content, operations or services offered of such websites. Included but not limited to the services of any of our Partners.