Terms & Conditions

Introduction

These Terms and Conditions (“Terms”) govern the use of the payment-related services provided by Gilded Group Services Ltd. (“we”, “us”, “our”) to our clients (“you”, “your”).

By accessing or using our services, you agree to be bound by these Terms, together with any applicable order form, service schedule, or statement of work (collectively, the “Agreement”).

If you do not agree to these Terms, you must not use our services.

Services

We provide payment-related services, which may include fraud screening, transaction monitoring, and transaction reconciliation (the “Services”), as described in your order form or service schedule.

We may update or modify the Services from time to time, provided that such changes do not materially reduce the overall functionality of the Services you have contracted for.

Eligibility and Your Responsibilities

You confirm that you are duly authorised to enter into this Agreement on behalf of your organisation.

You are responsible for:

• Ensuring that all information you provide to us is accurate, complete, and up to date.
• Complying with all applicable laws and regulations relevant to your use of the Services (including financial services, data protection, anti-money laundering, and consumer protection laws).
• Managing your own customer relationships and communications; we do not provide services directly to your end customers.

Account Access and Security

You are responsible for maintaining the confidentiality of any credentials used to access the Services and for all activities that occur under your accounts.

You must promptly notify us if you become aware of any unauthorised access to, or use of, the Services or your accounts.

Fees and Payment

Fees for the Services are specified in the relevant order form or service schedule.

Unless otherwise agreed:

• Fees are payable in accordance with the invoicing terms set out in the order form.
• Invoices are due upon receipt.

You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with the Services, excluding our income taxes.

Use of the Services

You must not:

• Use the Services for any unlawful, fraudulent, or abusive purpose.
• Attempt to interfere with or disrupt the integrity or performance of the Services.
• Reverse engineer, decompile, or disassemble any part of the Services, except to the extent permitted by mandatory law.

You are solely responsible for how you use the insights, reports, and data outputs generated by the Services.

Data Protection and Confidentiality

Each party will comply with applicable data protection and privacy laws in relation to any personal data processed in connection with the Services.

Where we process personal data on your behalf, the parties will enter into a separate data processing agreement or data protection addendum, which will form part of this Agreement.

Both parties agree to treat as confidential all non-public information disclosed by the other party and to use such information solely for the purposes of performing this Agreement.

Intellectual Property

All intellectual property rights in and to the Services, including software, documentation, and underlying technologies, are and will remain owned by us or our licensors.

You are granted a non-exclusive, non-transferable, limited licence to use the Services for your internal business purposes for the duration of the Agreement, subject to these Terms.

You retain all rights in any data and content that you provide to us (“Customer Data”). We may use Customer Data solely to provide the Services, improve and secure our systems, and as otherwise permitted by the Agreement or by applicable law.

Warranties and Disclaimers

We will provide the Services with reasonable skill and care and in accordance with industry practices.

Except as expressly stated in these Terms, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be error-free, uninterrupted, or that all fraud, unauthorised transactions, or financial losses will be prevented.

Indemnity

You agree to indemnify, defend, and hold harmless Gilded Group Services Ltd. and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or any applicable law or regulation;
• Your misuse of the Services;
• Any claim relating to the Customer Data or your relationship with your end customers.

We will promptly notify you of any such claim and will cooperate with you (at your expense) in the defence and settlement of that claim.

Limitation of Liability

Nothing in these Terms excludes or limits either party’s liability for:

• Death or personal injury caused by its negligence;
• Fraud or fraudulent misrepresentation;
• Any other liability that cannot be excluded or limited under applicable law.

Subject to the above, neither party will be liable to the other for:

• Any loss of revenue, business, goodwill, or anticipated savings;
• Any indirect, consequential, or special loss or damage,

in each case whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such losses.

Suspension and Termination

We may suspend or restrict your access to the Services if:

• You are in material breach of these Terms and fail to remedy that breach within a reasonable period after being notified;
• Required to do so by law, regulation, or a competent authority;
• Your account is overdue and remains unpaid after reminder notices.

Upon termination:

• Your right to access and use the Services will cease;
• We will handle Customer Data in accordance with the data processing/addendum terms and applicable law;
• Any fees accrued but unpaid as of the termination date will become immediately due.

Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice.

Your continued use of the Services after the effective date of updated Terms will constitute your acceptance of those changes.

Force Majeure

Neither party will be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, utility failures, or governmental actions, provided that the affected party uses reasonable efforts to mitigate the impact of such events.

Assignment and Subcontracting

You may not assign, transfer, or sublicense any of your rights or obligations under this Agreement without our prior written consent, except to an affiliate or as part of a bona fide corporate restructuring, merger, or sale of substantially all of your assets.

We may engage subcontractors to perform parts of the Services, provided that we remain responsible for their performance in accordance with these Terms.

Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Entire Agreement

The Agreement (including these Terms, order forms, and any referenced documents such as a data processing agreement) constitutes the entire agreement between you and us in relation to the Services and supersedes all prior discussions, proposals, or agreements, whether written or oral.

Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Costa Rica without regard to conflict of laws principles.

The courts of San Jose shall have exclusive (or non-exclusive, as appropriate) jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.