Terms of Use

Last Revised: August 17, 2021

Covercy Group provides certain money exchange/transfer and SaaS services (the “Services”) on or through the Website as defined below. All content and Services made available through the Website on or after the Last Revised date stated above are provided and subject to these terms and conditions of use (the “Terms”).

You are deemed to accept the Terms by doing any of the following:

(a) selecting “I Agree” to these Terms;

(b) completing the registration process; or

(c) using the Website or Services in any way;

thereby entering into a legally binding agreement with Covercy.

Certain areas of the Website and your access to certain Services may be subject to different terms and conditions, which will be posted and/or may require you to agree to before using. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the Website or for specific Services, the latter terms and conditions shall apply and take precedence with respect to your use of or access to that area of the Website or Services.

IMPORTANT – please carefully read these Terms in full and any linked documentation before using the Website or Services. You may find it helpful to keep a printed copy or download a PDF of these Terms to your computer.

IMPORTANT – these Terms may be periodically amended and updated. The version currently in use is identified by the Last Revised date stated above. We may amend these Terms at any time and in our sole discretion.  We will try to give you reasonable notice of any amendment. Sometimes we will make an amendment for legal or regulatory reasons under circumstances that do not allow for much; if any advance notice. By continuing to use the Website and the Services following any amendment, you will be deemed to have agreed to the amended Terms. If you do not agree with the Terms or any subsequent amendment, you may not use this Website or the Services.

1. Contracting parties, law and jurisdiction
   1. For the purposes of these Terms:
      1. If you are a resident of the State of Israel, your counterparty for use of the Website and Services is Covercy Technological Trading Ltd, referred to in these Terms as “Covercy Israel”.
      2. If you are resident in any other country, your counterparty for use of the Website and Services is Covercy Europe Ltd, referred to in these Terms as “Covercy Europe”
   2. Covercy Israel is regulated pursuant to the Supervision of Financial Services Law (Regulated Financial Services) 2016.  Its Company number is 515200657.
   3. Covercy Europe is regulated in the United Kingdom by the FCA as an Authorised Payment Institution subject to the terms of the PSRs. Its firm reference number is 675000.
   4. If you have dealings with Covercy Europe, then these Terms are provided to you in accordance with the requirements of Regulation 49 of the PSRs.  You will have the opportunity to review them in full before agreeing to be bound by them.
2. Definitions and Interpretation
   1. In these Terms the following expressions have, unless inconsistent with the context or otherwise specified, the following meanings:
      

      Applicable Jurisdiction	the jurisdiction whose law and courts apply to these Terms under clause 1.1 above
      Applicable Regulations	all acts, laws and regulations applicable to Covercy in the Applicable Jurisdiction in the provision of the Services, the regulation of Covercy as their provider, and the prevention of money laundering and similar financial crime
      Business Day	a day on which banks in both the Source Currency’s issuing country and the Target Currency’s issuing country are customarily open for non-automated business   However, “Business Day in Israel” is specifically defined as referring to a day on which banks in Israel are customarily open for non-automated business.
      Covercy	either or both of Covercy Israel or Covercy Europe, depending on the context and to which provision in clause 1.1 applies to you
      Covercy Client Account	Covercy’s bank account, the details of which are provided to you for the purpose of depositing your Source Currency funds
      Covercy Europe	Covercy Europe Ltd, a company registered in England and Wales under company number 09447723 whose registered office is 5 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire, WD6 1JD, United Kingdom
      Covercy Group	Covercy Israel and Covercy Europe together
      Covercy Israel	Covercy Technological Trading Ltd, a company registered in Israel under company number 515200657 whose registered office is 94A Yigal Alon St., Tel Aviv
      Credit Card	any credit card, debit card or other applicable and broadly equivalent payment methods as may be indicated on the Website
      Day	a calendar day
      Deposit	the transfer of the necessary amount in Source Currency to the designated Covercy Client Account in order to enable us to execute the Transfer Order and to cover the applicable Fees (and “Deposited” shall be understood accordingly)
      The EU27	Those countries that along with the United Kingdom were member states of the European Union on or before 31 January 2020, together with any that may be subsequently admitted as further member states
      FCA	the United Kingdom Financial Conduct Authority
      Fees	the amounts stated in the Fees List (or the fees presented to you on the Website in the course of submitting a Transfer Order, which shall apply in place of the Fees List)
      Fees List	the list of Fees located at www.covercy.com/pricing
      Fixed Source Transaction	A Transfer Order where the Source Currency amount to be Deposited to Covercy’s Client Account is fixed in the Transfer Order and the resulting funds required to be sent to the beneficiary is a function of the Guaranteed Exchange Rate.
      Fixed Target Transaction	A Transfer Order where the amount to be received by the beneficiary is fixed in the Transfer Order and the Source Currency amount required to be deposited to Covercy’s designated Client Account is a function of the Guaranteed Exchange Rate.
      Force Majeure	in accordance with Regulation 96 of the PSRs, abnormal and unforeseeable circumstances beyond the control of the person who claims to be affected by them, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary
      GDPR	refers to the General Data Protection Regulation of the European Union 2016/679/EU
      PSRs	the United Kingdom Payment Services Regulations 2017, which apply directly to these Terms where the Applicable Jurisdiction is the United Kingdom
      Recipient	the person to whom a Transaction is sent
      Registered User	a User who has completed the registration process and has an active account with us
      Restricted Territories	any country, territory or jurisdiction which has been sanctioned by a competent authority or is deemed by us, in our sole discretion, to present unacceptable risk
      SaaS	Software as a Service, a cloud-based distribution deployment of software and data
      Security Information	means one or more user identification codes, passwords, authentication codes or such other information as may be provided to you, to enable your access to the Services.
      Services	money exchange/transfer and SaaS services and related products or services available from time to time through the Website.
      Source Currency	the denomination of source currency Deposited into the Covercy Account for the purposes of exchange into a Target Currency
      Suspicion of Improper Activity	refers to our suspicion that a Registered User’s account is being used for any of the following purposes: (a)  the laundering of proceeds of crime; (b)  any criminal or fraudulent purpose; (c)   the financing of terrorism; (d)  the circumvention of any applicable sanctions; (e)  the provision of moneys to persons in Restricted Territories; (f)    the evasion of the Registered User’s or any other person’s responsibility to account for taxation in any relevant jurisdiction
      Target Currency	the denomination of currency into which the Source Currency is exchanged and transferred to the Recipient
      these Terms	these Terms including all amendments and restatements
      Transaction	the process of execution of a Transfer Order
      Transaction Limit	the upper and lower amount limit for each Transaction depending on the Source Currency and/or Target Currency involved, as advised on the Website
      Transfer Flow	the Transfer Order details presented on the Website at the time you submit a Transfer Order
      Transfer Order	an instruction validly provided by you to Covercy requesting the execution of an exchange of money from a Source Currency into a Target Currency and its transfer to a Recipient
      the Website	refers primarily to www.covercy.com but also to each and every other Website from which we provide the Services (or any of them) from time to time
      we, us, our, ours	refers to Covercy
      you, your, yours, the User	refers to you, as a customer or account holder, registered to use the Services subject to these Terms

   2. In these terms:
      1. use of the masculine gender implies use of the feminine and neuter genders;
      2. use of the singular implies the plural and vice versa, other than where this would clearly be incorrect in the context;
      3. references to a requirement that something be “in writing” or “written” shall include email (and all matters attached to or embedded in an email) but shall not include the use of any other means of instant electronic communication;
   3. These Terms and any Transaction are subject to Applicable Regulations so that:
      1. if there is any conflict between these Terms and any Applicable Regulations, the latter will prevail;
      2. nothing in these Terms shall exclude or restrict any obligation which we have to you under Applicable Regulations;
      3. we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;
      4. all Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you;
      5. such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations shall not render us or any of our directors, officers, employees or agents liable.
3. Execution-only
   1. We deal on an execution-only basis and do not advise on the merits of a particular Transaction, or otherwise.
   2. In asking us to enter into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction.  You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any Transaction.  We give you no warranty as to the suitability or timing of any Transaction entered into under these Terms and assume no fiduciary duty in our relations with you.
4. Entering into these Terms
   1. You represent and warrant to us that:
      1. you are at least 18 years old, or such older minimum legal age to use the Services as determined by the laws of the country in which you are resident  and have full capacity;
      2. you are not acting on behalf of an undisclosed principal or a third-party beneficiary;
      3. if you act on behalf of a corporate undertaking, you are duly authorised to act on its behalf;
      4. your use of the Services will not be in violation of any Applicable Regulations
      5. you are not a resident in any Restricted Territories;
      6. if contracting for the Services to be provided by Covercy Israel, you are a signatory on an Israeli bank account and, if you are providing a Credit Card, this is linked to that bank account.
      7. you are not a US citizen or resident (unless you are or represent a corporate undertaking that is regulated in the USA at federal or state level to provide services materially the same as those which we provide).
      8. you have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you lawfully to enter into a Transaction under these Terms;
      9. these Terms are binding upon you and enforceable against you in accordance with their terms and do not violate the terms of any regulation, order, charge or agreement by which you are bound; and
      10. any information which you provide to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect.
   2. If you are:
      1. A citizen of any country in the EU27 (other than where you are resident in the United Kingdom); or
      2. A corporation incorporated, or an entity established, in any country in the EU27,
         You further warrant to us that:
         EITHER you were an established customer of Covercy on or before 11pm in the United Kingdom on 31 December 2020;
         OR you have applied to register as a User without having been solicited by Covercy Europe in any manner that breaches Applicable Regulations in your EU27 country of residence or establishment.
   3. Each of the warranties (the “Warranties”) in clauses 4.1 and 4.2 is deemed to be repeated by you on each occasion you use the Website or Services.  If we become aware you have breached any of the Warranties we will be entitled to terminate these Terms without notice.
   4. IMPORTANT – You will be unable to use the Services until you have completed our registration processes and we have verified your identity and undertaken, to our satisfaction, such additional checks required under applicable anti-money laundering and terrorist financing regulations. For these purposes we require you to provide:
      1. verifiable evidence of your identity, date of birth, address, source of funds and wealth; and
      2. in the case of corporate undertakings, the identity of the ultimate beneficial owners/controllers, corporate registration and evidence of good standing.
      3. all as detailed in the registration pages of the Website or as advised by a member of the compliance team. Please note that certain additional supporting documentation as to the purpose and intent of any Transaction will be requested before we accept your instruction for that Transaction.
   5. Materials required under clauses 4.3.1 and 4.3.2 may be uploaded to the registration page or forwarded to us by email. We may require you to undertake a face to face meeting with us. Upon submitting a registration request, we may access various government and private databases to verify the information that you have provided and use such information to determine whether your registration and access to the Services should proceed.
   6. We are not obliged to accept your registration or provide you with the Services.  Nor will we necessarily provide you with a reason as to why your registration has been denied and/or Services not provided.
   7. We will notify you once we have processed your registration and confirm when you may access the Services and initiate Transactions.
   8. We will not accept more than one registration per User unless expressly agreed by us in writing.  If we detect a duplicate account, we may close or merge the accounts without notifying you.
5. Transfer Orders
   1. Transfer Orders may be given as the following types:
      1. Fixed Target Transaction – Transfer Orders, where you require us to transfer a fixed amount of the Target Currency to the Recipient;
      2. Fixed Source Transaction – Transfer Orders, where you order us to convert a fixed amount of Source Currency and transfer the resulting amount of Target Currency to the Recipient.
   2. As part of any Transfer Order that you place, you must provide accurate information to enable us to properly identify the Recipient and the bank account of the Recipient to which the relevant funds will be transferred. If you do not have all of the necessary information available at the time of instructing the Transaction, you may provide us with the Recipient’s email address and we will ask the Recipient to complete the information.
   3. We may delay or refuse to execute a Transfer Order for any reason including Suspicion of Improper Activity or breach of a Transaction Limit and may decline to provide you with the reason or an explanation.
   4. A Transfer Order will only be executed upon receipt of the Deposit of Source Currency into the Covercy Account. Upon receipt of the Deposit, the Transaction will normally be completed within 3 Business Days.
   5. As part of the Transfer Order, we will notify you of the amount of the Deposit to be made (in order to perform the Transaction and cover all associated Fees) and provide you with the Covercy Account details.
   6. If your Transfer Order or the Deposit are received before 5.00 pm (Israel Time) on a Business Day in Israel, these are deemed to have been received on that Business Day. Otherwise these are deemed to have been received as at 5.00 pm (Israel Time) on the next Business Day in Israel. For avoidance of doubt, this provision applies regardless of which member of the Covercy Group you have contracted with.
   7. Within one  Business Day of a Transfer Order, we will provide you with a “Confirmation Notice” by e-mail which will include a reference enabling you to identify the Transaction and, if appropriate, information relating to the Recipient. The Confirmation Notice will also summarise the salient details of the Transaction (including the Source Currency, the Target Currency, the amount of each currency, the exchange rate; and the amount of any Fees).
   8. A Confirmation Notice is provided to you for record keeping purposes only and does not form part of your Transaction or Transfer Order. If you have not received the Confirmation Notice, you must notify us within two Business Days of placing the Transfer Order. Otherwise, our record of your Transfer Order shall be definitive.
   9. IMPORTANT – You are responsible for ensuring the details you provide in relation to a Transfer Order are accurate and complete. Once a Transfer Order has been executed, no change or cancellation will be permitted and we will not be liable for any loss or missed opportunity you suffer as a result of a Transaction being carried out in accordance with inaccurate or incomplete instructions provided by you.
   10. If you believe that there has been an error in the calculation of the Target Currency in respect of a Transaction to which you are party, please notify us at once at support@covercy.com. If you become aware that you have received a Transfer of more than the amount that you were expecting, you must promptly repay to us the full amount of any overpayment.
6. Your rights and our obligations in relation to disputed Transactions
   1. If it comes to your attention that:
      1. we have executed a Transfer Order for your account that you did not instruct; or
      2. we have manifestly incorrectly executed a Transfer Order for your account, then we accept responsibility to investigate this matter and rectify it at our expense provided that you have drawn this to our attention as soon as reasonably possible (and at any event no later than 13 months following the value date for the disputed Transfer Order (in accordance with Regulations 74–76 (inclusive) of the PSRs if the Applicable Jurisdiction is the United Kingdom).
   2. As a matter of general principle, we will be responsible, at our cost, for correctly and promptly executing any Transfer Order which you can demonstrate has, by our error, not been correctly executed (or at all). If  for some reason, execution is no longer possible, then we will be responsible for refunding to you the value thereof, except where we can demonstrate that the Recipient that you specified has in fact received the funds that were the subject of the Transfer Order (in accordance with Regulation 91 of the PSRs where the Applicable Jurisdiction is the United Kingdom).
   3. The provisions of clauses 6.1 and 6.2 above shall not apply in the event of Suspicion of Improper Activity or where loss arises from your negligence or fraud.  In such circumstances, you will be solely liable (in accordance with Regulation 77(2) of the PSRs where the Applicable Jurisdiction is the United Kingdom).
7. Guaranteed Exchange Rates
   1. We undertake to use reasonable efforts to quote, and execute Transactions at, exchange rates aligned to the quoted mid-market rates for relevant currencies on global currency markets at the time of execution. However, we rely on aggregated third-party information sources, and we do not guarantee that the rates match any particular benchmark source at any given time.
   2. Any exchange rate presented on the Website, subject to 7.3.3 below, is good only at the time of its presentation and serves only as an indicative rate for your use of the Services at that time. We shall not be liable for any fluctuations of the exchange rate which may adversely affect the worthwhileness of any Transaction or the amount of Target Currency purchased. We are entitled to change the quoted exchange rates without notice to you up until the point at which you have successfully Deposited funds in respect of your Transfer Order into our Covercy Client Account.
   3. Fixed Target Transaction and Fixed Source Transaction
      1. You may initiate and enter into a Fixed Target Transaction and/or a Fixed Source Transaction if the Website confirms its eligibility. The quoted exchange rate will be guaranteed and applied as stated in 7.2 above at the time you Deposit funds pursuant to your Transfer Order (the “Locked-In Exchange Rate”) for the Rate Guarantee Period, as defined in clause 7.3.3 below.
      2. Ineligibility to lock in an exchange rate may be due to your Transfer Order being made:
         1. outside of a Business Day; or
         2. after 5.00 pm (Israel Time) on a Business Day in Israel.
      3. Subject to clause 7.3.4, the Rate Guarantee Period begins when you place the order and ends at the earlier of:
         1. the point in time in which the mid-market rate for the relevant currency goes 0.5% above or below (as the case may be) the rate that we present to you in the Transfer Flow; or
         2. 24 hours from Transfer Order submission, as recorded in our systems.
      4. We may extend the Rate Guarantee Period, and you hereby waive any claims against us with respect to such extension. Following the lapse of the Rate Guarantee Period, if you have failed to make a Deposit of the Source Currency into the Covercy Account, we may either contact you to re-quote your Transfer Order if needed or cancel the Transfer Order and charge you all or a part of the fees per the guidelines in clause 8.2. You hereby waive any claims against us with respect to such cancellation. We will not re-quote your Transfer Order prior to receiving your consent.
      5. We will convert the Source Currency amount at the Locked-In Exchange Rate provided that the Deposit reaches the Covercy Account within the Rate Guarantee Period, regardless of the actual mid-market rate at the time of the conversion.
      6. Where the Deposit reaches or is deemed to reach the Covercy Account after the Rate Guarantee Period has lapsed, then the Locked-In Exchange Rate will no longer apply. We may notify you of this and ask for further instructions based on market conditions at that time, or cancel your Transfer Order, per the guidelines in clause 7.3.4.
8. Cancellation of a Transaction
   1. You may cancel a Transaction at any time before the Deposit reaches (or is deemed to reach) the Covercy Account, by contacting us or cancelling online (if such option is available). This has the effect of rescinding the Transaction. For the purposes of Registered Users contracting under these Terms with Covercy Europe, the provisions of this 8.1 comply with the relevant provisions in Regulations 67 and 83 of the PSRs.
   2. Once the Deposit has or is deemed to have reached the Covercy Account, your right to cancel the relevant Transaction is lost.    However, we may allow you to cancel the Transaction if we believe it is in our and your interests to do so. In such a case where we accept your cancellation or choose to refuse the transaction, we will either;
      1. Return to you the Deposit in the currency in which it was received, less any Fees and FX conversion costs to which we may be entitled in spite of such cancellation or refusal, or;
      2. Return to you the Deposit in the target Currency of your Transfer Order, if the Deposit has already been converted by the time in which it was decided to cancel or refuse the transaction, less any fees to which we may be entitled in spite of such cancellation or refusal.
   3. For the purposes of this clause 8, money is deemed to have reached the Covercy Account in any case where a transfer you initiated to the Covercy Client Account becomes irrevocable by you.
9. Termination of Registered User status
   1. You may terminate your status as a Registered User at any time by submitting notice on the Website. Termination shall not affect the status of any pending Transfer Order, which will be completed in accordance with these Terms.
   2. We may terminate your password, account (or any part thereof) or use of the Services and the Website, for any reason, in our discretion.   We shall do so if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms upon our suspicion of your active or passive involvement of Suspicion of Improper Activity.
10. Termination or modification of the Services, etc.
    1. We may, at any time, discontinue providing the Services, or any part thereof, to you or generally, with or without notice, and we are not required to provide any reason for doing so.
    2. Any termination by us of your access to the Website and use of the Services under any provision of these Terms may be effected without prior notice, and your account and all related information and files in your account may correspondingly be deleted or deactivated; and/or further access to such information and files or the Services withheld. We shall not be liable to you or any third party for any action to which this 10.2 relates.
    3. We may, at any time and from time to time, temporarily or permanently, in whole or in part:
       1. modify or discontinue any or all of the Services, including, but not limited to:
          1. restricting the times of day that the Services are available;
          2. restricting the amount of use of the Services permitted (to you or generally); and
          3. restricting or terminating any User’s right to use the Services, with or without notice;
       2. modify the basis upon which we charge Fees in connection with the use of the Services;
       3. modify and/or waive any Fees charged in connection with the Services; and/or
       4. offer opportunities to some or all Users of the Services.
          Neither we nor any of our affiliates shall be liable to you for any such modification, suspension or discontinuance of the Services or of any service, content or feature offered through the Website.
11. Taxation
    1. We may withhold tax from payments otherwise due to you if so required by law  and account for such withholdings to the relevant fiscal or revenue authorities.
    2. As a Registered User, you are responsible for ascertaining your personal tax status in relation to the Services and for paying any taxes or claiming any reliefs or exemptions associated with any Transaction that you instruct.
12. Fees, charges and third-party costs
    1. For our Services, we will charge you the Fees as detailed in the Fees List. The Fees List may be updated from time to time and will be made available on the Website. We will use reasonable efforts to give you reasonable notice of any changes to the Fees List, but may be unable to do so .
    2. Our responsibility is to remit the precise amount of Source Currency or Target Currency (as the case may be) that you request in each Transfer Order that you place. However, intermediaries (such as correspondent banks) or the beneficiary bank may deduct their own charges from this amount. We will use reasonable efforts to minimise these charges or avoid them arising or being set against the amount that you ask us to remit, failing which we will similarly use reasonable efforts to ensure that such charges are disclosed in the Fees. However, it is not always possible for such charges to be determined in advance of the execution of a Transaction, and in such circumstances you agree for such charges to be netted off the amount instructed for transfer .
    3. You are solely responsible for all fees charged by your own bank in relation to your use of the Services.
    4. We are not liable to meet any fees or costs in respect of any receipt of funds which the Recipient of any Transaction of yours is charged.
13. Security & Authorised personnel
    1. We may from time to time notify you of the security procedures for accessing the Services.  You agree to follow the security procedures which have been notified to you.  For these purposes, we may from time to time issue you and/or your authorised Registered Users with Security Information.
    2. You will ensure that any Security Information issued by us in relation to your use of the Services will only be used by you and your Registered Users and will not be disclosed to any other person.  You agree to put in place and maintain appropriate security arrangements for this purpose.
    3. As a minimum standard, you must ensure that you and your authorised Registered Users:
       1. always take reasonable steps to keep your Security Information secret at all times (and do not disclose details of the security procedures for any Services to anyone);
       2. never write down or record your Security Information without disguising it; and
       3. follow instructions we give you about security procedures.
    4. If for any reason you suspect that your Security Information has been learnt or may be misused by any person then you must notify us immediately.  Your Security Information must not be used after we receive that notification.
    5. You will ensure that only Registered Users access the Services and/or carry out Transactions.  You will inform us immediately of any unauthorised access which you know or suspect has occurred.
    6. You will not access any Services from any computer connected to a local area network or any public internet access device or access point without first making sure that no-one else will be able to observe or copy your Security Information or get access to any Services pertaining to you.
    7. You will not leave the computer or communications device from which you have accessed any Services or let anyone else use it until you have logged off access to the Services.  If connected to an open network, you will ensure that you close down your web browser or other portal before leaving your computer or communications device unattended.
14. ELECTRONIC SERVICES PROVIDED OVER OPEN NETWORKS
    Provision of the Services may involve information being transported over an open network, the Internet, which is accessible to anybody.  Information is therefore transmitted regularly and without control across borders.  We take reasonable steps to avoid information being intercepted and read by third parties, by our use of techniques such as encryption. However it is not always possible to avoid someone other than us gaining access to information about you and your dealings with us.   Accordingly, provided that we have taken all relevant precautions to encrypt your data and protect your identity from improper access by third parties, you accept that using the Services is undertaken at your risk.
15. Copyright
    1. The Services and Website and the content contained therein including the design, drawings, diagrams, illustrations, photographs, pictures, text, graphics, etc. (the “Information”) are protected by the copyright laws of England and Wales and the State of Israel, international treaties, and copyright laws in other countries.
    2. The Information is ours or the property of third parties that allow us to publish the Information on the Website.
    3. You are not permitted to change, copy, publish, distribute, broadcast, present, photocopy, issue a licence, produce derivative works, or sell any part of the Information without our prior written consent. Nor may you make any commercial use of the Information or change or alter the Information or any part thereof. For avoidance of doubt, breach by you of this provision entitles us:
       1. immediately and without notice to terminate these Terms and all access you have to the Services; and
       2. to take such proceedings against you in the Applicable Jurisdiction (for damages, injunctive or other relief as the case may be).
16. Hyperlinks
    1. The Website may include hyperlinks to internet websites that are not operated by a Covercy Group entity. These hyperlinks are intended for the User’s convenience and interest only. We have no control over the form, content or purposes for any third-party internet websites and it is not responsible for any aspect thereof.
    2. The inclusion of hyperlinks to other websites does not attest to our support of the content of those websites, nor any other connection to those websites or their operators. We are not responsible for the proper functioning of the hyperlinks. In particular we do not warrant that services or investments offered at such third-party websites are suitable for your purposes. Your progress to any such third-party website is entirely at your own risk.
    3. We are entitled at our own discretion to remove any such hyperlink from the Website and/or add additional hyperlinks.
17. Limitation of Liability
    1. Neither we nor our directors, officers, employees, or agents, nor any Covercy shareholder, nor any subsidiary of the Covercy Group entities and their respective directors, officers, employees and agents (together, “the Indemnified Parties”) shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under these Terms (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is a reasonably foreseeable consequence or arises directly from our or their respective negligence, wilful default or fraud.
    2. In no circumstance shall the Indemnified Parties have liability for:
       1. losses suffered by you or any third party for any special or consequential damage, loss of profits, loss of goodwill or loss of business opportunity arising under or in connection with these Terms, whether arising out of negligence, breach of contract, misrepresentation or otherwise; or.
       2. any loss or damage (direct or indirect) that you suffer (or claim to suffer) as a consequence of using for purposes other than the Services any information we provide to you in relation to the Services.
    3. The following provisions apply to the general informational content of the Website (as opposed to specific information provided for you to track the execution of your Transactions):
       1. General information may be incomplete or not updated or rendered inaccurate through technical or other errors. We will not be responsible for omissions, errors, lack of updates, or imprecision of the general information presented on the Website.
       2. General information contained on the Website is not provided as a recommendation, opinion or an offer to purchase any product or service.
       3. Any reliance on figures, declarations, opinions, advice, or any other information presented as general information on the Website is at your risk.
       4. General information that originates from third parties is believed by us to be factually correct or to represent reasonably held opinions; but we are not responsible for any such third-party information in any respect.
       5. in the event of a discrepancy and/or contradiction between general information on the Website and the information specific to you and your use of the Services provided to you by us, , the latter shall prevail.
    4. You are solely responsible for the use that you make of the Website and the Services. We are not liable to you for any malfunction, error, or omission of the Website and/or the Website’s content or for any delay in or failure of the Services due to any such malfunctions. We are not responsible for any damage to your computer or communications equipment (or to any software present thereupon) resulting from your visiting or downloading from or uploading to the Website.
    5. We are not responsible for any consequences of a disclosure of your personal information as provided to Covercy for the purposes of your Registered User status in the event that such information is unlawfully accessed by a third party through a “hacking” of our systems.
    6. If we are unable to perform our obligations under these Terms because of Force Majeure, we will notify you as soon as is reasonably practicable and will use reasonable efforts to secure the return of any money paid by you in respect of which we have been unable to discharge our obligations under these Terms. We will not have any liability to you where we are unable to perform our obligations.
    7. The provisions of clauses 17.1 – 17.6 (inclusive) are qualified in their entirety:
       1. in circumstances where any such limitation or exclusion of liability is illegal, inadmissible or contrary to public policy in the Applicable Jurisdiction;
       2. where you suffer loss occasioned by  fraud of an Indemnified Party; or
       3. in relation to death or personal injury that results directly from actions taken or inaction an Indemnified Party.
18. Indemnification and claims
    1. You agree to indemnify and hold the Indemnified Parties harmless from any claim or demand, including reasonable legal professional fees, due to or arising out of your use of the Website and the Services, your connection to the Website and the Services, any dealings between you and anyone else advertising or promoting via the Website or your breach of the Terms.
    2. Covercy has exclusive right to enforce an indemnity claim to which 18.1 relates, whether Covercy or another Indemnified Party is the beneficiary of that claim.
    3. To the extent that any provision of these Terms or the law in the Applicable Jurisdiction provides you with a right to sue or seek other redress under these Terms, you agree that such claim for suit or redress shall be brought against Covercy only.
19. Privacy and Data Policy
    1. Covercy Europe is obliged directly to comply with GDPR, and Covercy Israel has chosen to abide by standards of data processing and privacy that correspond with those in GDPR.
    2. The GDPR-compliant data use and privacy policy in use within the Covercy Group is accordingly posted to the Website and applies in relation to any and all use that we make of your personal data in providing the Services. You should consult this policy, which can be found at www.covercy.com.
20. User Conduct
    1. You may use the Services and the Website solely for your own personal and/or internal business and commercial purposes and shall not use the Services or the Website on behalf of any third parties without our prior written consent. You may not sell, lease, store, retransmit, redistribute or provide, directly or indirectly, the whole or any part of the Services or our software to any third party.
    2. You may not access or attempt to access the Website or use the Services by any means other than the interface provided by us, nor circumvent any access or use restrictions put into place by us to prevent certain uses of the Website or the Services.
    3. You agree to use the Website and Services in good faith and in accordance with these Terms and not to use, or to encourage others or permit others to use, the Website to:
       1. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
       2. access or use the Website in any manner that could damage, disable, overburden, or impair any server or the networks connected to any of our servers;
       3. interfere with or disrupt the Website or violate any laws related to the access to or use of the Website, violate any requirements, procedures, policies, or regulations of networks connected to the Website, or engage in any activity prohibited by these Terms;
       4. disrupt or interfere with the security of, or otherwise cause harm to, the Website, accounts, passwords, servers, or networks connected to or accessible through the Website or any affiliated or linked sites;
       5. disrupt, interfere with, or inhibit any other person (whether or not a Registered User) from using and enjoying the Website or other affiliated or linked sites, platforms, or content;
       6. reproduce, sell, trade, resell or exploit for any commercial purpose, use of the Website, or access to the Website;
       7. defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of other persons using the Website;
       8. engage in any other conduct which, in our sole discretion, is considered inappropriate, unauthorised or objectionable;
       9. use any automated methods or tools to crawl, robot, scrape, spider or otherwise monitor or extract data from any part of the Website (note that we may use robot exclusion headers within the Website and you agree to comply with any such headers);
       10. decipher, decompile, disassemble, reverse-engineer or otherwise attempt to derive any of the source code or underlying ideas or algorithms of any part of the Website, except to the limited extent that applicable laws specifically prohibit such restrictions;
       11. post or send any unauthorised or unsolicited advertising, promotional materials, marketing email or spam;
       12. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services, deceptive or false source-identifying information;
       13. mirror or frame any part of the Website on any other website;
       14. use any meta-tags or other hidden text or metadata containing any Covercy trademark, URL or product name without our express prior written permission;
       15. use any Covercy trademark, URL, product name or logo in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, product or service; or use any other trademarks, service marks, trade dress, designs or logos that are confusingly similar to any Covercy trademark, product name or logo or to the look and feel of the Services; or
       16. assist or encourage any third party to do any of the above activities prohibited in 20.3.1 – 20.3.15 or to otherwise violate any term of these Terms or our policies.
    4. In addition, you agree to comply with all Applicable Regulations as a condition of use of the Services and/or the Website.
    5. In order to permit us to protect the quality of our products and services, you hereby consent to our employees and representatives being able to access your account and records for any reason, in our sole discretion. We also reserve the right, but do not assume the responsibility, to monitor or review your conduct while using the Services and the Website.
    6. Your use of the Services and the Website is subject to all relevant laws and regulations in the Applicable Jurisdiction. Further, you acknowledge that you are responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other devices, necessary to access the Website, and paying all charges related thereto.
    7. You agree not to use the Services for any unlawful activity and we reserve the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, we reserve the right to report suspected unlawful activity to any appropriate person or body and to provide them with any relevant information, including personal data.
21. Third Party Services
    We may engage third parties in order to deliver you the Services. By using the Services, you agree to be bound by any user agreements that such third parties have with us. We act as agent of any such third party and have no liability for its actions or omissions.
22. Communications
    1. We are required to provide certain information to you in writing. By accepting these Terms, you agree that we can communicate with you electronically either by email or by posting notices on the Website.
    2. Please note that, regardless of which Covercy Group entity provides Services to you under these Terms:
       1. all communications provided to you will be in English; and
       2. you are required and expected to communicate with us in English.
    3. Placement of instructions for Transactions shall be made only via the dedicated pages for this purpose on the Website.
23. Entire agreement and amendments
    These Terms and any documentation expressly referred to in them constitute the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us (including previous versions of these Terms).
24. Complaints and dispute resolution
    1. For the purposes of Registered Users for whom the Applicable Jurisdiction is the United Kingdom, the following provisions are framed in compliance with Regulation 101 of the PSRs.
    2. If you have a complaint concerning our services, please refer this to us in writing, in English, to complaints@covercy.com:
    3. We accept responsibility to all Registered Users for the timely investigation of all such complaints, and will normally provide a written response to you within 15 Business Days of receipt of full particulars of the complaint in question (other than where Regulations 101(6) and (7) of the PSRs apply).
    4. A Registered User in the United Kingdom is entitled to refer cases of dispute to the UK Financial Ombudsman Service, provided that he is an “eligible complainant” according to FCA Rules.  Further information on the scope of the jurisdiction of the Financial Ombudsman Service is provided on the Website and can also be obtained from www.financial-ombudsman.org.uk. Please note that generally the Financial Ombudsman Service has a jurisdiction to make awards capped at £100,000.
    5. There is no statutory regime in the United Kingdom for resolution of disputes in the case of an ineligible complainant. In cases of dispute with an ineligible complainant (or individual Registered Users whose claim of loss or damage exceeds the jurisdictional cap of the Financial Ombudsman Service), you agree that an independent form of dispute resolution, where a chartered accountant registered with the Institution for Chartered Accountants in England & Wales and nominated for the purpose by the President thereof will act as an independent expert, consider the dispute and make a determination that Covercy Europe and you will accept as final and binding in the absence of manifest error.
    6. If you are a Registered User contracting with Covercy Europe from outside the United Kingdom, or with Covercy Israel, the Covercy Group undertakes to provide access to dispute resolution mechanisms which:
       1. in the case of Covercy Europe, are broadly equivalent in the country or jurisdiction in question or that of the UK Financial Ombudsman Service; and
       2. in the case of Covercy Israel, are structured in a similar fashion to those described at 24.5 above, although with reference to a chartered accountant in Israel appointed by the President of the competent authority for the regulation of the of the Israeli accountancy profession.
25. THIRD PARTY RIGHTS
    1. If the Applicable Jurisdiction is the United Kingdom, then for the purposes of the Contracts (Third Party Rights) Act 1999, any Indemnified Party other than Covercy has the right to enforce any indemnity afforded to it under these Terms (notwithstanding that Covercy may take over such claim)
    2. Subject to clause 25.1, no person other than you (as a User subject to the Applicable Regulations of the United Kingdom) and Covercy Europe has any right to enforce any provision of these Terms.
    3. The preceding provisions of this clause 25 do not apply where these Terms are not subject to English law (but this is without prejudice to any applicable analogous rights under Israeli law)
26. LAW AND JURISDICTION
    1. If Covercy Israel is providing Services under these Terms, then:
       1. Israeli law applies; and
       2. The courts of Israel have Exclusive Jurisdiction
    2. If Covercy Europe is providing Services under these Terms, then:
       1. English law applies; and
       2. The Courts of England & Wales have Exclusive Jurisdiction if you are resident or incorporated in the United Kingdom and non-Exclusive Jurisdiction otherwise
    3. For the purposes of this clause 26, “Exclusive Jurisdiction”:
       1. Means exclusive jurisdiction in relation to any dispute arising from these Terms or any Transaction or other use of the Services, whether or not contractual in nature; but
       2. Shall not be taken to prevent the parties from processing any complaint or pursuing any form of dispute resolution sanctioned under clause 24.

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