Terms of Use

Last Updated: 14 June 2025

1. Introduction

These Terms of Use dictate the use of our website, (hereinafter referred to as the "Website"), and form a legally binding agreement between SoftBridge Limited (hereafter referred to as "Company," "we," "us," "our") and the Client (hereinafter also referred to as "you," "your"). By accessing our Website, You acknowledge that you have read, understood, and agreed to be bound by these Terms of Use. If you disagree with any part of these document, you will not be authorized to receive our Services and must cease using our Website immediately.

2. General information

To become our Client, you must be at least 18 years of age or of legal age in your country/region of residence. If you are acting on behalf of a legal entity, you represent and warrant that such entity is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and that you are duly authorized to enter into these Terms of Use on its behalf.

By registering in our Website, you agree to abide by all terms of these Terms of Use, as well as other policies (Privacy Policy).

We may change these Terms of Use and any of the policies listed above from time to time. The revised version will be effective at the time it is posted on our website unless otherwise stated.

By continuing to use our services after any changes to these Terms of Use any of the other applicable terms, agreements or policies listed above, you agree to comply with and be bound by those changes.

Availability of services varies by country/region.

3. Definitions

1.1. Agreement - the present Terms of Use, as well as Service or other type of agreement concluded between Company and Client.

1.2. Business Day - means any day from Monday through Friday excluding any public holidays.

1.3. Client - a legal entity who has connected to the Company service program via the Website, as well as legal entities intend to enter into a business relationship with us.

1.4. Client Account - means the user account created in order to enable the Client to access the Services through a secure, personalized online interface (Business Account).

1.4. KYC - the "Know Your Client" procedure aiming at identifying, verifying and obtaining principal information about the Client, such as contact information, registered address, the purpose and nature of the business relationship, planned turnover, ownership structure, economic activity, source of funds, etc.

1.5. Privacy Policy - document outlining the methods and practices for processing, storing, and protecting personal data in compliance with applicable data protection regulations.

1.6. Services - a limited, non-exclusive, non-transferable, and non-sublicensable right granted to the Client to access and use the Software and related services solely for the Client's legitimate business purposes, including software development, technical support of websites, other information technology services.

1.7. Fees - shall mean the License Fees, Support Services Fees, and Professional Services Fees, when applicable.

4. Use of our Website and Scope of Services

4.1

Under present Terms of Use, we may provide a limited, non-exclusive, non-transferable, non-sublicensable right to access our Software.

Our Services include but not limited to:

  1. Software development and related activities: design, development, customization, implementation, testing, maintenance, and updating of software applications and related systems according to the Client's requirements;
  2. Technical support of websites: troubleshooting, analysis, monitoring, bug fixing, performance optimization, updates, and maintenance of the Client's website, as well as consulting on technical issues;
  3. Other information technology service activities: provision of IT consulting, integration of third-party modules and APIs (excluding direct interaction with payment service providers), data migration, backup solutions, security enhancement services, development of technical documentation, and other IT services as requested by the Client.

4.2

In order to provide our Services, we may request corporative documents and other related documents according to our compliance procedures and KYC polices.

4.3

We would like to draw your attention to the fact that, in providing our Services, we adhere to a risk assessment approach and strive to properly implement the "Know Your Customer" principle. Therefore, we may ask you to provide additional documents and/or written explanations beyond those mentioned above, Furthermore, we reserve the right, at any time and without any obligation to provide justification, to refuse to register a Client Account or to deny access to its Services, particularly in cases where the Client fails to satisfy our compliance requirements or where such registration would, in our view, pose legal, reputational, or regulatory risks.

4.4

We are committed to complying with all applicable anti-money laundering ("AML") laws, rules, and regulations of St. Vincent and the Grenadines, as well as relevant sanctions lists imposed by the European Union, United Nations, and Office of Foreign Assets Control ("OFAC"). Accordingly, you authorize us to conduct any necessary enquiries to verify your identity, either directly or through third parties. As our Client, you are required to comply with all applicable laws and regulations. Although our application does not provide financial services, your cooperation in supplying accurate information and promptly reporting any suspicious activities is essential.

4.5

Company evaluates the possibility of rendering Services for you at its sole discretion and has the right to refuse moderation without explanation.

4.6

To ensure the security of your use of our Services, we are always monitoring the activity declared while using our Services.

In case of any change in the declared activity, any other information provided to Company during the moderation process, you must immediately notify us by contacting our support team.

If We find during the monitoring process that the activity declared does not correspond to the actual activity, We reserve the right to take a range of actions. More details on limitations, blocking, freezing and other actions can be found in the relevant section of these Terms.

5. Restrictions and other actions we may take

5.1

In observance of the generally recognized principle of the freedom of contract, Company shall have the right to choose, at its sole discretion, the range of its potential Clients with whom to establish business relationship -- offer Services, enter into the any types of Agreements, excluding the cases when applicable legal acts establish otherwise.

5.2 Prohibited Activities:

In connection with the use of our Services, Clients may not:

  • Violate these Terms of Conditions or any other agreements you have with Company.
  • Violate any law, legislation, ordinance or regulation (such as those, consumer protection, unfair competition, discrimination or false advertising or governing financial services).
  • Infringement of copyrights, patents, trademarks, trade secrets or other intellectual property rights of Company or third parties, as well as rights of publicity or confidentiality.
  • Sell counterfeit goods.
  • Act in a defamatory, commercial, threatening or harassing manner.
  • Provide false or misleading information.
  • Send or receive funds that we believe may be fraudulent.
  • Engage in potentially fraudulent or questionable behaviour or transactions.
  • Refuse to provide evidence of your identification or share any information you provide to us for identification and verification purposes.
  • Control an account that is linked to another account that has engaged in any of the prohibited activities.
  • Conduct your business or use our services in a manner that causes or is likely to cause complaints; customer requests for cancellation of payments made to you; or fees, fines, penalties or other liability or damages to Company, other Clients or third parties.
  • Take any action that places an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any our services) operated by or on behalf of us, or our Services, facilitate any viruses, Trojan horses, malware, worms or other computer programmes that attempt to or may damage, disrupt, corrupt, abuse, temporarily interfere with, wrongfully intercept or expropriate.
  • Use the software for automated behaviour. We constantly tracks the evidence of such behaviour and identifies the relevant signs.
  • Without our or any relevant third party's permission, you may not copy, reproduce, transmit to third parties, edit, modify, create derivative works from, publicly display or design any material from the our Website.
  • To be engaged in any other activities prohibited by applicable law.

5.3

If we suspect or believe that you have engaged in conduct prohibited under this Terms of Use, we may, in our sole discretion, take several steps to protect us, its other Clients and others.

Among the actions we are entitled to take, including, but not limited to:

  • Terminate these agreement or Terms of Use.
  • To refuse to provide Services to you now and in the future.
  • Restrict your access to our website, software, systems (including but not limited to any networks and servers) operated by us or on our behalf, your account or any our services.

If we obliged to restrict your access to our Services or terminate to provide our Services for any of the above-mentioned reasons, we will provide you with prior notice.

As Company acts solely as a software developer, you are fully responsible for your Services provided in your Website, as well as any claims, costs, expenses, penalties, sanctions, or other liabilities incurred by any other third parties due to your breach of their rules, these Terms of Conditions and/or your use of our Services. Company shall not be liable for any obligations arising between you and any other Third Parties.

6. Our Rights

6.1 Suspension and termination of work

We reserve the right, in its sole discretion, to suspend or terminate these Terms of Conditions, access to or use of its websites, software, systems (including any networks and servers used to provide any Services) operated by or on behalf of us, or some or all our Services for any reason and at any time upon notice to you.

6.2 Waiver of Claims

Failure on our part to act in response to any breach by you or others of your obligations under these Terms of Conditions does not preclude us from acting in response to future or similar breaches.

7. Disclaimer of warranties and release from liability

7.1 Disclaimer of warranty

Our Services are provided "as is" and without any express, implied or statutory representations or warranties. We disclaim all warranties and conditions, whether express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, with respect to the services, their use, and any results arising from such use.

7.2 Release of claims

You release us from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with disputes with other Our Clients. By agreeing to this release, you expressly disclaim any warranties that would otherwise limit the scope of this release to only those claims that you know or believe exist in your favor at the time this release is entered into.

8. Fees

8.1

We reserve the right to charge fees for access to and use of our proprietary software, as well as for the provision of our integration services. All applicable fees, if any, will be specified in the relevant agreement, and may be revised from time to time. Where required by applicable law, you will be notified of any such changes in advance.

8.2

All amounts payable by the Client under the Terms of Use are exclusive of amounts in respect of value added tax (VAT). Where any taxable supply for VAT purposes is made under this Terms of Use, such tax will be added to the amount payable.

8.3

All amounts due under the Terms of Use shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual property

9.1 Grant of Rights

We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access to the our Software and its Services solely for your legal business purposes. This non-exclusive, non-transferable, non-sublicensable right extends to the software, including any updates, upgrades, new versions, and replacements thereof. You may not rent, lease, assign, or otherwise transfer your rights in the software to any third party.

10. AML Disclaimer

We are committed to full compliance with all applicable anti-money laundering (AML) laws and regulations of Saint Vincent and the Grenadines, as well as relevant international standards. Money laundering refers to the process of disguising the origins of illicit funds or making such funds appear legitimate. We conduct business only with reputable vendors, suppliers, contractors, customers, and clients who are engaged in lawful business activities and whose funds derive from legal sources.

10.1

As a user of our Website, you are required to comply with all applicable AML laws and regulations of Saint Vincent and the Grenadines. Although We doe not itself provide financial services, your cooperation in providing accurate information and in reporting any suspicious activity that may suggest money laundering or other financial crimes is essential.

Please note that We do not conduct business with individuals, businesses, or entities located in jurisdictions listed on the Financial Action Task Force (FATF) Black List or Grey List.

For the most up-to-date information, please refer to the official FATF website: https://www.fatf-gafi.org/en/home.html.

11. Miscellaneous

11.1 Applicable law and jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any claim, dispute, or controversy arising out of or relating to these Terms of Use, your use of our websites, or our services shall be submitted to and finally resolved by arbitration in accordance with the BVI IAC Arbitration Rules.

11.2 Confidentiality

Your privacy is extremely important to us. Please review our Privacy Policy to learn more about our commitment to protecting your privacy and how we use and disclose your information.

12. Amendments and modifications

We reserve the right to change, modify, or amend these Terms of Use where reasonably necessary. If the changes are material, we will notify you within a reasonable time before they take effect. By continuing to use the Website or Services after the effective date of such changes, you accept the updated Terms of Use. If you do not agree with the changes, you must discontinue using Our Website and Services.

Contact Information

For questions about these Terms of Use, please contact our support team.

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