TERMS AND CONDITIONS
1.1 We herein inform you that the Cayman Gateway® (the "Software") is sold to you by Powah Ltd or Cayman Online Payments Ltd or any of its official affiliates/partners doing business under the name Cayman Gateway® (each "Cayman Gateway®", "Cayman Gateway", "We," "Us" or "Our"). To manage your merchant account with Cayman Gateway®, We provide You with a Cayman Gateway® Portal, the use of which is subject to the Agreement or specific terms and conditions provided by Us and applicable for the use of the Software and also assign you a dedicated contactable account manager who shall be a full-time employee of Cayman Gateway based in the Cayman Islands.
2.1 Any notice to Cayman Gateway that is required or permitted by this Agreement shall be in writing and shall be deemed given: (a) if sent by mail to the applicable Cayman Gateway office identified in the "Contact Us" section of the Website, five (5) Business Days after deposit in the mail, postage prepaid; (b) if sent by email identified in the "Contact Us" section of the Website, upon Your receipt of electronic confirmation thereof; (c) if sent by email to firstname.lastname@example.org, upon Cayman Gateway's receipt of the email, or two (2) Business Days after You sent the email (provided that You did not receive a message indicating that the delivery of the email was unsuccessful); or (d) if sent by next day delivery service to the address identified in the "Contact Us" section of the Website, upon such delivery.
2.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given: (a) if sent by email to the email address that We have in Our records for You, upon the earlier of Your receipt of the email, or two (2) Business Days after We sent the email (provided that We did not receive a message indicating that the delivery of the email was unsuccessful); (b) if sent by mail to the mailing address that We have in Our records for You, five (5) Business Days after deposit in the mail, postage prepaid; or (c) if sent by next day delivery service to the address We have in Our records for You, upon such delivery.
3.1 With regard to any Software You purchase from Powah Ltd or Cayman Online Payments or any other Affiliate selling Cayman Gateway® Software:
3.1.1 this Agreement shall be governed by, construed, and enforced in accordance with the laws of the Cayman Islands, without giving effect to any conflict of laws provisions, and the application to this Agreement of all other jurisdictions is expressly excluded;
3.1.2 subject to Clause 6, the exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate Cayman Islands court and You hereby consent to the exclusive jurisdiction as such; and
3.1.3 You and Powah Ltd or Cayman Online Payments Ltd or Cayman Gateway®. expressly waive any rights to contest the jurisdiction, venue, or convenience of any such court.
3.3 Your mandatory rights fall under the Cayman Islands' law, and the following shall apply: You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause Cayman Gateway® irreparable injury for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, Cayman Gateway® shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement, without the necessity of proving actual damages, or posting a bond, even if otherwise normally required.
3.4 If you are located in other countries than the Cayman Islands, You may benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement, including the Governing Law clause, affects Your rights as a consumer to rely on such mandatory provisions of local law.
4.1 As between You and Cayman Gateway®, the Software is delivered “as is” and you use the Software at your own risk. also, your Cayman Gateway® Portal and our platform is provided on an “as is” and “as available” basis. Cayman Gateway® does not make any representations, warranties, or guarantees of any kind whatsoever to the maximum extent permitted by law, Cayman Gateway® hereby disclaims, and you hereby waive, all warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or any warranty that may arise by the usage of trade, course of dealing or course of performance of this agreement.
5.1 All merchant refund and exchange requests are managed by Cayman Gateway and are made pursuant to the Cayman Gateway® Refund Policy set forth within each individual merchant signed Agreements, which refund policy is hereby incorporated into this Agreement by reference.
5.2 All end-user (merchants' customers) refund and exchange requests are managed by merchants and are made pursuant to the merchants and their own refund policies.
6.1 With the exception of injunctive relief (which either party may seek as they deem necessary to avoid irreparable damage or preserve the status quo see Clause 3.3), any dispute between the parties arising out of or related to this Agreement shall, if You are an entity, be resolved as follows:
6.1.1 Upon the written request of either party, each party will appoint a designated representative whose task it will be to meet for the purpose of resolving such a dispute. Each designated representative shall have the authority to reach a binding resolution of the dispute through amiable discussions, the exchange of documents, and/or meetings. The designated representatives shall negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding relating thereto.
6.1.2 All disputes that have not been resolved by the designated representatives within thirty (30) days after said initial written request by one of the parties to appoint a designated representative, shall be resolved by the court specified in Clause 3.1 with regard to the Software You purchased upon the filing of an action by either party with the said court.
6.2 Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing party in any proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys' fees, from the other party.
7.1 Cayman Gateway's failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, pandemia or any other circumstances beyond Cayman Gateway's reasonable control.
7.2 In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect. Your Order and this Agreement set forth the entire understanding between You and Cayman Gateway relating to the subject matter of Your Order and this Agreement, and supersede all prior or contemporaneous negotiations, understandings, agreements, proposals, and representations, written or oral, between the parties related to Your Order and this Agreement. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any Order, the terms and conditions of this Agreement shall prevail
7.3 Cayman Gateway reserves the right to change this Agreement at any time, and although Cayman Gateway will endeavor to notify all parties we recommend periodically reviewing for updates. Your continued use of the Software, the Website, or any materials or services accessible through the Website, shall constitute Your acceptance of the changes. If You do not agree to the changes, Your sole remedy shall be to discontinue use of the Software. No delay or failure by Cayman Gateway® in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by Cayman Gateway® of any provision of this Agreement.
7.4 The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words "shall," "agree" and "will" are mandatory, the word "may" is permissive, the word "or" is not exclusive, and the singular includes the plural and vice versa. "Business Day" shall mean Monday through Friday, excluding New Year's Day, Christmas Day, and other Cayman Gateway holidays. All-time period references in the Agreement to "days" other than "Business Days" shall be deemed to refer to calendar days. All references to "days" or "Business Days" shall mean consecutive days or Business Days. This Agreement is executed in the English language. In the event that this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.
Last updated: January 1, 2022