Terms and Conditions of Use (“Terms“). Effective 04/04/2023

  1. The Website. This website, including all pages and content made available under the domain name https://tulyp.io/ (the “Website”) is owned and operated by SmarTrade SAS, a company incorporated under the laws of France, having its registered office at 1 rue de Stockholm 75008 Paris, France and registered under number 910 471 838 RCS Paris (the “Company“). For any other information or support regarding the Website please email support@SmarTrade.com. The Legal Information about the Company can be found https://www.societe.com/societe/smartrade-910471838.html.The Website grants You access to the products and services offered by the Company and third parties engaged by, or in partnership with, the Company (the “Services”). Access to the Website or the Services does not include the provision of internet or other telecommunication access which should remain at all time your sole responsibility.
  2. Acceptance of the Terms. Please read these Terms carefully before using this Website. Using this Website indicates that (i) You accept these Terms and (ii) You agree to comply and be bound by them and to comply with all laws applicable to the Website and the Services. If You do not accept these Terms then You must not use this Website. We recommend that You print a copy of these Terms for future reference. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of the Terms and other applicable terms and conditions, and that they comply with them.
  3. Amendment to the Terms. The Company reserves the right to amend the Terms at any time and will post any variations or updates here. Amended Terms shall be effective and binding on You upon publication or at such time as may be prescribed by the Company. You are advised to review the Terms on a regular basis as You will be deemed to have accepted variations or updates if You continue using the Website after the amended Terms are effective.
  4. Privacy Terms and Cookie Policy. We will process certain personal data about You when You access and use the Website in particular: your full name; date of birth/incorporation; residential/registered address; your nationality; your NRIC or passport number; your contact details, including an email address and telephone number at which You can be contacted at; other information as may be required to verify your identity; and other information as may be required to allow the Company to comply with all legal and regulatory obligations under the applicable laws. For more details about how the Company deals with your personal data and how You can access such data, please read our Privacy and Cookie Policy by clicking https://tulyp.io/privacy-policy/.You must not open an Account or otherwise access and/or use the Website and/or the Services (whether in part or in whole) unless You consent to the collection, use and disclosure of personal data by the Company as set out in the Privacy Policy. Your opening of an Account, access and/or use of the Website and/or the Services (whether in part or in whole), shall constitute your acknowledgement and acceptance of the Privacy Policy and your consent to the collection, use and disclosure of personal data by the Company in accordance therewith.
  5. Eligible User. To access and use the Website and the Services, You must either (i)) not be less than 18 years old and a minor if You are an individual; or; (ii) be duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country in which You are established, and have the requisite power and authority to enter into the Terms if You are a legal entity (“Eligible User“).
  6. Account registration. All Eligible User must first request for an Account creation on the Website (the “Account”). When issuing a request for an Account, You undertake to provide true, accurate, up-to-date, and complete information. It is important that You always maintain and promptly update your Account information to keep such information up-to-date and complete at all times. Through the registration process, Eligible Users will be asked to provide the following information and document: (i) for natural person: full legal name, copy of identity card; bank account details; gender; or (ii) for legal entities: registration certificate (e.g. K-Bis for French registered companies); registration number; copy of the by-laws; passport or national identity card copy for all authorized signatories and representatives; shareholders’ certificates; registered address; bank account detail. For both types of persons, Company may require any other information as may be required to verify their identity.
  7. Authorized Users. Any Eligible User which has created an Account and any user You authorize to access or use the Website and the Services through your Account is an “Authorized User.” Authorized Users shall be responsible for their own actions in connection with the Services, but You also agree to be fully responsible for all actions taken by your Authorized Users in connection with the Services accessed or used through your Account. You undertake and agree to inform your Authorized Users of the Terms. You are solely responsible to ensure that You and your Authorized Users strictly comply with all instructions and requirements issued by the Company regarding the use of your Account, including but not limited to the obligation to use any security protocol.
  8. Data accuracy and completeness. You represent and warrant that all data, document or other information provided to the Company and/or a part of your use of the Services and/or the Website is complete, truthful and accurate in all respects and that You will maintain such accuracy at all time. You will be solely responsible to ensure that, at all times, all data, document or other information provided to the Company and/or a part of your use of the Services and/or the Website is provided within reasonable time, is not misleading or deceptive in any respect, and does not omit anything that affects or is likely to affect the meaning or significance of such data, document or other information in any respect. Company will review and validate all changes made to the information provided to You to open and operate your Account.
  9. Responsibility of your Account. Your Account can only be used by You and/or your Authorized User(s) (as the case may be) and you acknowledge and agree that You shall be fully liable at all times for any communication, transaction, instruction, report and/or operation made or performed, processed or effected through your Account (each an “Instruction”) by You or any person purporting to be You, acting on your behalf or purportedly acting on your behalf, with or without your consent. You must immediately notify the Company if You suspect or become aware of the unauthorized use of your Account by any person other than yourself and/or your Authorized User(s). Without prejudice to any other provision of the Terms, You authorize the Company to act upon any Instruction (though the Company is not obliged to) which the Company believes was given by You (whether through your Authorized User(s) or otherwise). Any Instruction shall not be considered to have been received by the Company until it has actually been received successfully by the Company (whether electronically or otherwise). The Company shall not be responsible for confirming and/or verifying any Instruction or for monitoring or refusing to process any duplicate Instructions. You acknowledge and agree that any records created and maintained by the Company of Instructions by You or any person purporting to be You, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on You for all purposes and shall be conclusive evidence of such Instructions. You acknowledge and agree that the Company may, at its sole discretion, refuse to act or defer acting upon any Instruction with or without any notice to You.
  10. Forbidden use of the Website and/or the Services. You must not use the Website and/or any Service: (i) in a way that causes, or is likely to cause, disruption, damage, or impairment of any Service or of the Website; or (ii) for fraudulent purposes, or in connection with any crime or illegal activity or in violation of any applicable law, statute, ordinance or regulation ; or (iii) for the purpose of causing a disturbance, nuisance, or anxiety; or (iv) if such use violates or infringes the Company’s or any third party’s intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights, or otherwise causes harm to anyone; or (v) to post, promote or transmit any materials or information through the Website which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, or otherwise objectionable or which may not be lawfully disseminated under applicable laws or which are otherwise objectionable; (vi) if such use impersonates any person or entity, including without limitation any employee or representative of the Company; (vii) with any system or solution which contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (viii) in a manner which jeopardizes the security of your Account or anyone else’s Account (such as allowing someone else to log in to the Services as You); (ix) if such use attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (x) if such use violates the security of any computer network, or cracks any passwords or security encryption codes. You shall be liable to the Company and/or affected third parties for any unauthorized use of your Account.
  11. Third Parties. Parties other than the Company (hereafter “Third Parties”) provide or sell systems, services, content, materials, products and/or programs services through the Website which are governed by separate terms and conditions available https://www.rapyd.net/security-compliance/network-rules/.These terms and conditions will be made available to you in a format which allows them to be reproduced and stored within the relevant Third-Party services and must be separately accepted if You wish to use these third-party services. The Company is not (i) involved in the provision of such systems, services, content, materials, products and/or programs provided and/or offered by Third Parties; and/or (ii) responsible for examining or evaluating these. You can tell when a Third Party is involved in your transactions, and we may share your information related to those transactions with that Third Party. You should carefully review their privacy statements and other conditions of use before accepting and using their products and services.
  12. Company’s role in agreements concluded between You and Third Parties. While the Company, through the Website, helps facilitate transactions with Third Parties that are carried out on the Website, the Company is neither the buyer nor the seller of any Third Party’s items or services. Accordingly, the contract You formed with a Third Party at the completion of a sale for these Third Party products and/or services is solely between you and that Third Party. The Company is not a party to this contract and does not assume any responsibility or liability arising out of or in connection with it nor it is the Third Party’s agent. The Company does not warrant the offerings of, any of Third Parties’ businesses or of the content of Third Parties’ websites. The Company does not assume any responsibility or liability for (i) the actions, products, services, content of all of these or any Third Parties or other third parties and (ii) for any losses, liabilities, damages, costs and/or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) (collectively “Losses”), howsoever caused or arising (including without limitation, cyberattack), in connection with your access to the Services and/or use of systems, services, content, materials, products or programs from a Third Party, or for any purchase and/or subscription made in relation thereto.
  13. Our liability. The Company will do its utmost to ensure that availability of the Website and Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to the Website and/or the Services may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. The Company will attempt to limit the frequency and duration of any such suspension or restriction. The Company will not be responsible for (i) losses that were not caused by any breach on its part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses. The Company will not be held responsible for any delay or failure to comply with its obligations under these Terms if the delay or failure arises from any cause which is due to a force majeure as defined under French law. The laws of some countries do not allow some or all of the limitations described above. If these laws apply to You, notably if You are considered as being a consumer, some or all of the above limitations may not apply to You. Nothing in these Terms limits or excludes the Company’s responsibility for fraudulent representations made by us or for death or personal injury.
  14. Security of your Account. If You use any Service or the Website, You are responsible for maintaining the confidentiality of your Account and password, for restricting access to your computer and other equipment used to access the Website or the Services, and to the extent permitted by applicable law, You agree to accept responsibility and liability for all activities that occur under your Account or password. In accessing and/or using the Website and/or the Services after the double-identification process, You agree that it is your sole responsibility to ensure your compliance with the following at all times: (a) the Terms; and (b) all applicable laws and regulations (whether in or out of France).You must take all reasonable steps to ensure that your password remains confidential and secure, and must notify us immediately of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with the above requirements or from any losses resulting from unauthorized access to or use of your Account or the Services. You may be liable to the Company or third parties for such unauthorized access or use.
  15. The Company shall investigate your Account, including where the Company has determined that it is not used in accordance with the Terms including but not limited to: (i) You and/or your Authorized User(s) are in breach of any the Terms (or any part thereof); (ii) You and/or your Authorized User(s) and/or your Account is/are associated with any unusual or illegal activities, including any form of fraud or wrongful or suspicious activities reported through KYB or KYC reviews; (iii) You and/or your Account is/are related to any pending litigation or investigation proceedings by any authority (whether in or out of France), including any applicable regulatory authority; (iv) there are security risks associated with your Account that cannot be or have not been adequately mitigated or resolved; (v) You and/or the operation of your Account is in breach of any applicable laws or regulations (whether in or out of France). In the event the Company commences any investigation into your Account, the Company shall provide you with written notice of the commencement of such investigation and the nature of the allegations that form the basis of the investigation and you shall have 7 calendar days or any other time specified by the Company to respond to such allegations, provided always that the Company may take any action it deems necessary at its sole discretion even before such written notice is received by you.
  16. Termination/Suspension of Account. The Company reserves the right (i) to suspend your Account, if your Account remains inactive for 12 consecutive months; (ii) to refuse to provide any Service; or (iii) to terminate your Account(s) if (a) the Company and/or any regulatory authority (including the Autorité de Contrôle Prudentiel et de Résolution in France) is of the opinion that it is not suitable to continue providing the Services and/or operate the Website, whether generally or specifically to You; and/or (b) your conduct gives it cause to do so ; and/or (c) in case of your breach of your obligations under the agreements concluded with Third Parties (as defined below). This will be the case, for example, if You violate applicable laws, applicable contractual provisions, our guidelines or our policies all of which are accessible from the Website or if wrongful or suspicious activities pertaining to You or your Account are reported through KYB or KYC reviews. Notwithstanding any such limitation or termination, You will continue to have access to the content and Services You have purchased up to the termination effective date. In case of an account suspension, You may request to reactivate your suspended Account by filing a request with the Company and the Company may require You to provide such information and/or documents as the Company deems necessary before deciding on whether to reactivate your Account.
  17. Closing your account. You may close your Account by following the instructions on the Website. Notwithstanding anything in the Terms, You cannot close your Account while there is any outstanding escrow agreement in relation to your account. Where you attempt to close your account that is the subject of an investigation, the Company may, at its sole discretion, refuse to close the Account. For the avoidance of doubt, where You close your Account that is the subject of an investigation, You shall remain liable for all obligations arising from or in connection with such Account until the conclusion of the investigation and where all necessary actions have been taken by the Company (if any).
  18. Escrow Service. You and/or your Authorized User(s) may use the digital escrow service (“Escrow Service”) available on the website to process payment for sale (or purchase) of goods and services. For more details about the Escrow Service and its applicable terms please click [here].
  19. Transmissions and communications. With respect to all contents of transmissions or communications You make or submit through the Website, the Company shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and You hereby grant to the Company and its agents (if any), a non-exclusive, worldwide, irrevocable licence and right to do the same, for as long as the intellectual property rights pertaining to such contents are in place. The price of such licence is included in the price for the Services.
  20. Intellectual Property Rights. All content included in or made available through the Website , such as text, graphics, logos, button icons, images, audio clips, digital downloads and data compilations is the property of the Company or its content suppliers and is protected by French authors’ right and database right law. The compilation of all content included in or made available through any Service is the exclusive property of the Company and is protected by French author’s right and database right laws. You may not extract and/or re-utilise parts of the content of the Website and any Service without our express written consent. In particular, You may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization any substantial parts of the content of the Website or any Service, without our express written consent. You may also not create and/or publish your own database that features substantial parts of the Website and/or any Service without the Company’s express written consent. Your possession, access, download, installation, or use of the Website or Services does not transfer to You or any third party any rights, title, or interest in or to such intellectual property rights. The Company and its affiliates and licensors and suppliers reserve all rights not granted in these Terms.
  21. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend, release and hold the Company and its licensors and suppliers, and their respective employees, officers, directors, and agents (collectively the “SmarTrade parties”) harmless from and against (i) all claims, actions, lawsuits and any other legal action brought by any third party against any of the SmarTrade parties arising from or relating to (a) your use and your Authorized Users’ use of the Website and/or Services, (b) your violation and your Authorized Users’ violation of these Terms, or (c) your violation and your Authorized Users’ violation of any law or the rights of any third-party (collectively “Third Party actions”); and (ii) any and all related losses, damages, settlements and judgments (including payment of the SmarTrade parties’ attorneys’ fees and costs) incurred by any of the SmarTrade parties, assessed or found against any of the SmarTrade parties, or made by any of the SmarTrade parties, relating to or arising from any such third party action (“Third Party Related Losses”). You understand and agree that your indemnification obligation to the SmarTrade parties applies even if such Third-Party action and Third-Party Related Losses arise from the negligence of any kind or degree, breach of contract or warranty, strict liability, non-compliance with applicable law, or other fault or wrongdoing of any of the SmarTrade parties. However, nothing contained herein shall be construed to require any indemnification which would render or make this clause, in whole or in part, void and/or unenforceable under applicable law. Further, your indemnification obligation shall not apply to any willful, wanton, intentional or reckless misconduct of the SmarTrade parties, or gross negligence of the SmarTrade parties in those states and/or countries that do not permit indemnification for gross negligence. “Third Party” is defined in this section to include, among others, an authorized user, including without limitation, a spouse, partner, family member, guest, neighbor, tenant, employee or insurance company. SmarTrade reserves the right to assume the exclusive defense and control of any matter for which You are required to indemnify SmarTrade, and You agree to cooperate with our defense of such claims. You agree not to settle any such claim without SmarTrade’s prior written consent. SmarTrade will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
  22. Warranty Disclaimers. We do not guarantee You uninterrupted services or connectivity for the Website or the Services. The Website and Services are provided “as is” and “as available” and SmarTrade and its licensors and suppliers as well as Third Parties expressly disclaim (and You hereby waive) any and all warranties and conditions of any kind, whether express implied, or statutory, including any and all implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. SmarTrade and its licensors and suppliers make no warranty that defects will be corrected or that the Website or the Services: (i) will meet your requirements; (ii) will be compatible with your computer or mobile device; or (iii) will be available on an uninterrupted, timely, secure, or error-free basis. No advice or information, whether oral or written, obtained by You from SmarTrade or though the Website or the Services shall create any warranty. SmarTrade makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services from Third Parties.
  23. Notices. You acknowledge and agree that any communication and/or document to be sent to You may be by way of electronic communication and You shall be considered to have received any such communication and/or document: (i) at the time of posting of such communication to the Website, (or through ordinary post or otherwise) or such other time as may be prescribed in such communication; (ii) at the time of which the email containing such communication and/or document is sent to You or such other time as may be prescribed in the email; (iii) through such other means at such times as the Company may prescribe from time to time.
  24. Severability. If any provision of the Terms or part thereof is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction (“Affected Provision”), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Terms.
  25. Waiver. If You breach these Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where You breach these Terms.
  26. Applicable Law – Competent Jurisdiction. These Terms are governed by and construed in accordance with the laws of France, without regard to principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these All claims arising from or relating to these Terms or your use of the Services shall be finally settled before the competent courts of France.