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May 2023

Omega Business Account Terms and Conditions

1. Important information you need to know
1.1
This document governs the relationship between you and Omega with regard to the Omega Business Account and related Services. A list of definitions used in this document can be found in Schedule 1.
1.2
It is important that you read and understand these Terms. Feel free to contact us with any questions. If any of our Services fall outside the scope of these Terms, we will provide you with separate terms and conditions.
1.3
By accessing and using Omega Business Account and Services, you agree to these Terms, which form a legally binding agreement between you and Omega.
1.4
The following additional documents are relevant to your use of the Omega Business Account and Services and should be read together with these terms: Cookies Policy, Privacy Policy and FAQs. Please note that these documents do not form part of these Terms.
1.5
If we need to provide you with information in a form you can keep, we will either email you or provide the information on our Website or the Omega Platform for you to download. Please keep copies of all communications we send you.
2. Omega
2.1
Omega is a trading name of Omega Baap Limited - a business duly registered in the United Kingdom with company number 11680780 and head office at 1 Butterwick, London, W6 7DL.
2.2
Omega operates as an Electronic Money Institution, and it is duly authorised and regulated by the Financial Conduct Authority in the United Kingdom (Firm Reference: 901093) under the Electronic Money Regulations 2011 for the provision of Payment Services and the issuance of Electronic Money.
2.3
We may contact you using the contact details you provided when you registered with us or such other contact details that you provide to us from time to time as the case may be. It is your responsibility to ensure that your contact information is accurate and up to date. By using our Services you agree to receive electronic communications from us. In case we have valid concerns regarding the security of your Omega Business Account, or if there is any suspected or actual fraudulent use of your Omega Business Account, we will reach out to you through email, telephone, or a combination of both (unless it would be unlawful or compromise our reasonable security measures to do so).
3. Account Opening and Activation
3.1
To use our Services, the Authorised User acting on behalf of the Customer must submit an application on the Omega Website and provide any additional documents or information that we require for identification purposes during the application process.
3.2
By applying to use our Services, you warrant and represent that any Authorised User is at least 18 years old, that your use of the Services complies with all Applicable Laws and that they have all the necessary permissions, licenses, consents and authority to agree to these Terms on behalf of the Customer.
3.3
We may accept or reject your application at our discretion and are not obligated to provide reasons for our decision. Some of the rights granted to the Customer in the Terms may only be exercised by the Customer, as expressly stated herein. The Customer is responsible for ensuring that the Authorised User comply with these Terms, and the Customer remains liable for their actions or omissions.
3.4
It is responsibility of the Customer to keep their account information up to date and notify us of any changes in a timely manner. Omega reserves the right to refuse or terminate account registration at any time at its absolute discretion.
3.5
Provided that you are a business entity other than a Micro-enterprise, you hereby acknowledge that certain sections of Part 6 of the Payment Services Regulations 2017 do not apply to these Terms, in particular,Sections 40 through 62 (inclusive), Sections 66(1), 67(3), and 67(4), Sections 75, 77, and 79, Sections 80 and 83, as well as Sections 91, 92, and 94.
4. Customer Due Diligence and User Identity Verification
4.1
In order to fulfill our legal obligations, we may conduct customer due diligence checks on you, your directors, partners, ultimate beneficial owners, employees, Authorised Users, and any parties involved in your transactions. It is your responsibility to provide us with accurate, complete, and up-to-date information, including any information required to verify the authenticity of transactions, such as supporting invoices. You must provide any additional information we request within two (2) working days of our request. Failure to do so may result in us not providing you with our Services, and we will not be liable for any loss arising from your failure to provide us with complete information.
4.2
We may, directly or through a third party, make any inquiries we consider necessary to verify the information you provide (or which is provided on your behalf) to us, including checking commercial databases or credit reports.
4.3
You acknowledge that our provision of the Services to you and your ability to use the Services are subject to the successful completion of initial and any subsequent customer due diligence, credit evaluations and the absence of any significant changes to your status during the term of these terms.
4.4
The Customer shall diligently complete all of the onboarding forms and questions, provide Omega with all relevant information about the identity, funds and assets of Relevant Persons as Omega may require, at the Customer’s expense. This information may include incorporation documentation and documentary evidence of shareholders, controlling interests, and ultimate beneficial owners, along with any other information Omega may require to provide the Services to the Customer. The information and documentation shall be in English in a format as required by Omega, which may include certified or notarized copies where relevant at the Customer’s own expense.
4.5
The Customer will be required to participate in and comply with the Omega Identity Authentication each time the Customer or any of its representatives use the Omega Platform, submits a Payment Request, requests information on its Account(s), its User Account, Payment Transactions, or other Services to be received by phone or e-mail. The Customer will also be required to have their nature of business within Omega Risk Appetite.
4.6
The Customer hereby authorises Omega to retain copies of all the information the Customer or its representatives provides to Omega in accordance with our Privacy Policy.
4.7
Omega reserves the right to conduct additional identification processes at any time at its discretion. The Customer agrees to participate and provide all relevant information in connection with any such additional checks as may be required. The Customer represents and warrants that all information provided to Omega is true and correct at all times. Failure to respond to or comply with Omega's requests for identity verification or other information requests may result in suspension, cancellation, or limitations on the Customer's account(s) or refusal to execute payment orders on the Customer's behalf. Omega may charge the Customer an administration fee to cover administrative and time costs incurred by Omega in the event of non-compliance.
4.8
The Customer must immediately notify Omega of any changes to the information provided, including changes to the business status of the Customer. Omega shall have full discretion to accept or decline any information, data, or documents provided by the Customer (or on its behalf) for identification purposes.
5. Authorised User
5.1
Under these terms, you have the ability to designate an individual or individuals as "Authorised User(s)" to act on your behalf in operating your Omega Account.
5.2
To set up an Authorised User, you must provide us with certain details, including the Customer name, name of the Authorised User, the Customer address and billing address, phone and email address of the Authorised User, and any other contact or identification information that we may reasonably require.
5.3
The Authorised User may operate the Customer's account(s) on behalf of the Customer and enter into transactions using the Customer's money. The Customer may be required to provide documentary evidence to demonstrate the User's authority to represent and bind, which may include, but is not limited to, articles of association, a resolution of a competent corporate body, a contract, or a power of attorney.
5.4
By designating an Authorised User, you acknowledge and agree that they have the authority to provide instructions to us for the provision of Services on your behalf. We may rely on instructions given by the Authorised User, and you will be held responsible for the actions of your Authorised User(s) until you provide written notice to us withdrawing or otherwise altering the authority of the Authorised User. We reserve the right to refuse access to your Authorised User(s) if we suspect unauthorised or fraudulent access and require that any infringements or unauthorised access to the Omega Platform be promptly reported to us.
6. Loading funds onto your Omega Account
6.1
You may load funds to the Omega Account by way of a bank transfer to Omega. We may allow other methods of loading money into the Account at our discretion.
6.2
We will credit your Account only after we receive the funds. The transfer of funds from you or other payers to your Account is provided by third parties and is not part of our Services. We are not responsible for the time it takes for the transfer of funds to clear and settle.
6.3
For the purpose of loading funds to your Omega Account, you shall transfer the funds using the correct bank details and transaction reference number as specified by Omega. If you provide inaccurate details, we will not be able to credit your Account and shall not be liable for any loss incurred. However, we will make reasonable efforts to investigate and credit or return incorrect payments to or from your Account. Omega reserves the right to charge additional fees for any such investigation.
6.4
Upon receipt of the transferred amount and confirmation of its availability, we will issue the corresponding value of Electronic Money to your Omega Account. Omega reserves the right to establish limits on the amount of money that can be received through our Services, at our discretion, to reduce the risk of fraud or credit issues. To increase your receiving limit, you may be required to provide additional information upon request by Omega.
6.5
Omega offers various payment methods for customers to deposit funds into their Omega Accounts, some of which may allow customers to reverse or chargeback a transaction after it has occurred. Customers may only exercise chargeback rights if they have not authorised a payment of funds into their accounts using the relevant payment method. Customers agree not to exercise chargeback rights for other reasons, including disputes with third parties or insufficient customer funds. If Omega investigates a chargeback instructed by the customer, Omega may charge a fee for its services.
6.6
Reversals or Chargebacks may be necessary in certain circumstances such as a fraudulent transaction, a mistake in transfer, or a breach of these Terms or Applicable Laws. If a reversal is needed and you do not have enough funds in your Omega Account, you must reimburse us as soon as possible. We will reverse the transaction at the FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, at our discretion.
6.7
The Electronic Money issued into the Omega Account is issued by Omega in accordance with Applicable Laws. The Electronic Money in a Customer’s Omeg` Account belongs to the Customer. No other person or entity has any rights over the Electronic Money in a Customer’s Omega Account and the Customer may not assign or transfer its Omega Account to a third party or otherwise grant a third party any rights over the Electronic Money in the Omega Account.
6.8
All Customer Money held in a Customer’s Omega Account shall be considered as the Customer's owned funds in electronic form and will not expire other than when the relevant Omega Account is closed (whether because the Customer closes its Omega Account or this Agreement has terminated).
6.9
The Customer Money held in the Omega Account does not constitute a deposit, and Omega will not provide any benefits associated with the period for which the Customer Money is held in the Omega Account, such as interest.
6.10
When the Customer transfers funds into an Account and/or the Customer receives a payment into an Account, Omega shall place the funds into segregated safeguarding accounts held with authorised credit institutions to safeguard and protect the Customer Money in accordance with Applicable Laws and regulations.
6.11
As each Account is an Electronic Money account and not a bank account, the Customer acknowledges that the deposit protection scheme applicable in the jurisdiction does not apply to any Account(s) issued by Omega.
7. Payments Transactions
7.1
To execute a Payment Transaction, the Customer must submit a Payment Request by following the on-screen instructions in the Omega Account and correctly entering the Counterparty details, as any incorrect information may result in an unsuccessful or delayed Payment Transaction.
7.2
Customers will be required to confirm their consent to the Payment Request with a one-time password received via SMS or other Identity Authentication method, such as multi-factor authentication or push notification. The use of these authentication methods will bind the Customer to the relevant Payment Request.
7.3
The Customer must comply strictly with the procedure indicated in the Omega Account and on the Omega website when executing Payment Requests. Omega may charge additional fees if the Customer submits an invalid Payment Request or invalid account details or provides invalid payment transfer data and requests to revise the Payment Request or reverse the Payment Transaction.
7.4
The Customer is solely responsible for all Payment Requests and for verifying their accuracy. Omega will not be liable to the Customer or any third party if Omega cannot process the cancellation of a Payment Transaction.
7.5
If the Payment Request contains incorrect information, the payment will not be executed unless, in exceptional cases, Omega can correct the details of the Payment Request and effect it under the normal procedure on its own initiative. Omega will only make such corrections if Omega has enough information to do so without any doubt, and Omega is not obliged to verify a Payment Request or make any such correction.
7.6
The Customer may only cancel a confirmed Payment Transaction with Omega's consent, which may be given or withheld at Omega's sole discretion. Omega will charge a fee to cancel or reverse any Payment Transaction.
7.7
If the amount of Customer Money in the relevant Account is insufficient for the execution of a Payment Request, the Payment Request will not be executed or processed. If the Payment Request has not been executed, it will be cancelled.
7.8
In the event that funds are not deposited in the Counterparty Bank Account and are returned to Omega, they will be converted into the currency of the Electronic Money from which they were originally withdrawn. Due to fluctuations in currency exchange rates, the amount of Electronic Money received back into the client's Omega Account may be more or less than the amount originally redeemed to perform the Payment Transaction. Omega shall not be liable for any losses incurred by the client in this regard, except as required by Applicable Laws.
7.9
All Payment Transactions, whether outbound or inbound, must not originate from any countries classified as prohibited in Omega Countries List.
8. Foreign Exchange Transactions
8.1
You may instruct Omega to make a foreign currency conversion or payment at any time by providing the necessary details as prompted in the Omega Platform. You may exchange Electronic Money in your Omega Account to Electronic Money in another currency using the Foreign Exchange Transaction function in the Omega Platform. The types of Electronic Money which you can purchase and store in your Omega Account are limited to those specified in the Omega Platform, and may be subject to change from time to time without prior notice.
8.2
To make an FX Conversion or FX Payment, you must have sufficient funds in your account in the relevant source currency to cover the full amount of the transaction (including Fees). Omega may decline your instructions if you do not have enough funds, if you exceed any applicable limits, or in accordance with clause 11 below. Once Omega is satisfied with your instructions, a confirmation will be issued to you.
8.3
Before submitting your request to enter into a Foreign Exchange Transaction, you will be provided with an indicative FX Exchange Rate and amount of Electronic Money you will use to purchase the amount of Electronic Money in your desired currency, the amount and currency of the Electronic Money you wish to purchase, the exchange rate of the Foreign Exchange Transaction as well as any applicable Fees.
8.4
You may access the indicative FX Exchange Rate for an FX Conversion through the Omega Platform. The indicative FX Exchange Rate will be quoted to you when you instruct us through the Omega Platform, and the final FX Exchange Rate will be confirmed when we issue a confirmation. Omega will ensure that the confirmed FX Exchange Rate reflects the rate quoted to you as far as reasonably practicable. The rate may be different as the rate may have changed between the time of your instruction and the time we issue the confirmation. You agree that changes to exchange rates come into effect immediately without notice. Changes to the FX Exchange Rate depend on fluctuations in the financial markets outside Omega's control.
8.5
Omega will execute Payment Transactions and/or FX Conversions as soon as possible upon receiving your instructions. Generally, funds will be remitted to the payee's payment service provider within 24 hours after we accept your instructions. However, the methods of crediting the funds may be provided by third parties and Omega has no control over the time it may take for the payee's bank or payment provider to credit funds to the payee. Omega expects this process to take less than 5 Working Days, unless required by Applicable Laws.
8.6
Omega reserves the right to cancel or delay any FX Conversion or Payment Transaction if the conversion or payment fails due to reasons outside of our control, such as failure of conversion in the sell currency by the Customer or failure of payment in the payment currency by the Customer.
8.7
Omega may apply limits to the amount of any one or a series of Payment Transactions, and we will inform you if we do so. These limits may be applied at your request or if Omega reasonably thinks it would help manage the risk of fraud in a proportionate way.
8.8
Omega reserves the right to withhold, reject, or delay any transaction in order to comply with Applicable Laws. Omega may not accept your instructions for a Payment Transaction or FX Conversion if no valid exchange rates are available, any relevant anti-money laundering or counter-financing of terrorism conversion limits are exceeded, or you have not complied with your obligations under these terms.
8.9
You must maintain a positive balance in your Account at all times. If any transactions or charges take your Account below zero, you must immediately repay the amount owing to Omega without requiring notice. If you do not, Omega may suspend your use of the Account or refuse to provide the Services to you. Omega may also take reasonable steps to recover any amount owing to us and charge you for the cost of these services.
8.10
Omega may deduct funds from your Account if you owe us money, including the Fees. You authorise Omega to deduct the Fees and any other amounts that you owe us from time to time from the funds in your Account. If you do not have enough funds in your Account to cover these amounts, Omega will not accept or process your instructions and may refuse to provide the Services to you. Omega may also take reasonable steps to recover the amount owing and charge you for the cost of these services.
8.11
Upon confirmation of the details, you must accept FX Transaction on the Omega Platfrom and sole responsibility for using the Foreign Exchange Transaction service. Omega will not be held responsible for any losses incurred as a result of using this service.
8.12
Please refer to the Fees for more information. It is your responsibility to keep up-to-date with any changes to the limits and fees applied to any exchanges. Please note that foreign currency exchange rates are subject to external fluctuations beyond our control, and past exchange rate movements should not be regarded as indicative of future trends.
9. Fees and Limits
9.1
You are responsible for paying Omega the Fees for the use of the Services. The Fees are outlined in the fee table available on www.omg.one/pricing (which forms part of these terms) or as otherwise agreed in writing with Omega.
9.2
Depending on the risk score of the Customer, Omega may require the Customer to pay higher fees for some or all of the Services. The Customer will be notified of the Fees after the Customer Due Diligence and Identity Authentication process has been completed.
9.3
Omega may change its Fees structure and will notify the user of such changes. Unless the user has made the corporate opt-out pursuant to clause 3.5 above, changes to Omega's fees will take effect at least two months after the notification date. The Customer will be deemed to have accepted the fee changes unless they notify Omega prior to the effective date. If the user does not accept the changes, they may terminate the agreement, and the termination provisions will apply.
9.4
The above section does not apply to changes in interest and exchange rates that arise from changes to a reference interest rate or a reference exchange rate set out in the fee section or notified to the user by Omega. Omega will deduct the fees for a specific payment transaction from the relevant account at the time of execution, either from funds received into the account or from funds the Customer attempts to withdraw or send. The user must ensure that there are sufficient funds in the relevant account to cover the fees and execution of the payment transaction; otherwise, Omega may not execute the transaction.
9.5
Omega will deduct fees in the same currency as the payment transaction and from the account that is debited or credited for the transaction. If there are insufficient funds in the account, Omega may deduct fees from other accounts of the user in a different currency with applicable exchange rates. Monthly fees will be deducted by default in GBP.
9.6
If the Customer owes fees in a currency different from the currency held in their account, Omega will convert the amount in the account to the currency of the fees owed. Omega may freeze any amount in the account that is under dispute with the user or any third party until the dispute is resolved.
9.7
The Customer may be liable for additional charges related to an executed Payment Transaction that is equivalent to the charges Omega is required to pay on the Customer’s behalf by the recipient bank and/or its correspondent bank. The amount of such charges varies and is determined according to each bank's internal policies and regulations.
9.8
All amounts payable to Omega under these terms:
9.8.1
do not include any taxes or fees that may be in force now or in the future, which the Customer is responsible for paying in full;
9.8.2
must be paid in full without any deduction, withholding, set-off, or counterclaim, unless Applicable Law prohibits it. If you are required by Applicable Law to withhold tax from any payment, you will inform Omega of the requirement immediately, both parties will make all necessary filings to ensure the provisions of any applicable tax treaty applies to the payment, you will pay Omega an additional amount so that Omega receives the full amount which would have been received if no withholding or deduction had been payable; you will pay the full amount required to be deducted or withheld to the relevant authorities when due; and you will provide Omega with an official receipt (or a certified copy) or any other documentation reasonably acceptable to Omega evidencing payment to such authorities without delay.
9.9
Omega reserves the right to set limits and restrictions on Omega Transactions, as determined by Omega in its sole discretion and without disclosing the criteria used to determine any such limits and restrictions.
10. Safety and Security
10.1
The Customer is solely responsible for safeguarding their account's security information. To use the Omega Platform, you (or your Authorised User) must log in using a unique password and any multi-factor authentication required by Omega. You must store all login information and passwords safely and securely and allow only authorised users to access the services.
10.2
The storage and management of passwords are the responsibility of the Authorised User, and we cannot be held accountable for any failure on their part to keep this information safe and secure.
10.3
Authorised Users are prohibited from allowing third parties to access their account(s) or recording their security information in a way that enables fraudulent activity. The Customer is also not allowed to disclose or share their security information with third parties.
10.4
If you suspect that your access to the Omega Platform or other security credentials have been stolen, lost, used without your authorisation, or otherwise compromised, you must contact Omega immediately by email at support@omg.one and change your password. Any delay in notifying Omega may affect the security of your Omega Account or access to the Omega Platform, and you may be held responsible for any financial losses.
10.5
You must regularly review transactions in your Omega Account. All of your activity on the Omega Platform is displayed in your account. If you suspect or notice unauthorised transactions, incorrectly executed transactions, certain charges and interest you are liable to pay, or any other security concerns, you must contact Omega immediately by email at support@omg.one. If you do not notify Omega of any unauthorised or incorrectly executed transactions or of certain charges and interest you are liable to pay as a result of such transactions without undue delay, you may lose the right to have the matter corrected or money refunded. You may also not be able to claim a refund if you have breached these terms, given incorrect instructions for the transaction, or failed to comply with your obligations to use them in accordance with these terms.
10.6
If it has been confirmed that a Payment Transaction was not authorised or was incorrectly initiated or executed by us and we were notified in a timely manner, we will refund the full amount of the payment transaction.
10.7
If you are a Consumer, Micro-enterprise, or Charity and your account or login information and passwords are used without your authorization, you will be liable for the first GBP £35 of any unauthorised transaction if Omega believes you should have been aware of the unauthorised use. If you are a Corporate Customer, you will be liable for any losses arising from unauthorised transactions if Omega believes you should have been aware of the unauthorised use. If you do not promptly notify Omega of security issues, you will be liable for any losses incurred up to the time of notification and within 13 months from the date of the payment or within 3 months if you are a Corporate Customer, Omega will have no liability for the unauthorised transaction. Omega will not refund you if you have acted fraudulently or recklessly or if you have compromised the security of your account or the Omega Platform with intent or negligence.
10.8
The User will bear all losses incurred as a result of an unauthorised payment transaction that was executed in violation of this agreement or due to their own fault, act, or omission. This includes any failure to promptly notify us of any unauthorised user access or protect their identity authentication measures or passwords as required by the Applicable Laws or regulations.
11. Termination and Suspension
11.1
You can stop using any part of the Services, or close your Account and stop using all Services and terminate these terms at any time, by giving us thirty (30) days’ prior written notice.
11.2
Omega reserves the right to terminate these terms by providing a written sixty (60) days' notice in advance to you and discontinuing the provision of Services.
11.3
Without affecting any other right or remedy available to it, Omega may terminate these terms immediately on written notice to the other Party and without liability to the other Party if the other Party:
11.3.1
commits a material breach of these terms and fails to remedy such breach within thirty (30) days after receiving formal written notice to do so; or commits a series of breaches of these terms which, when taken together, have the impact or effect of, or otherwise amount to, a material breach;
11.3.2
becomes subject to an Insolvency Event;
11.3.3
Omega reasonably determines that it has become unlawful to perform its obligations under these terms; or
11.3.4
a Force Majeure Event has the effect of preventing the other Party from performing any of its obligations under these terms for a period exceeding 30 calendar days .
11.4
Upon termination, the other Party must repay any money owed to Omega. In the circumstances set out in clauses 11.5, 11.6 or 11.7, Omega may charge the other Party for any reasonable costs, expenses and losses incurred (including costs due to FX Exchange Rate difference or any action Omega may take to cover or reduce exposure).
11.5
Omega may immediately suspend or terminate all or any part of these terms or Services or block any transactions without prior notice if:
11.5.1
There is a suspicion of criminal activity in your Omega Account, fraudulent use of your Account, or fraudulent refund requests for unauthorized transactions. As well as a breach of the UK Sanctions Regime.
11.5.2
Omega reasonably believes you are in violation of any Applicable Law.
11.5.3
Legal obligations require Omega to do so, including those imposed by any Applicable Law or Regulatory Body.
11.5.4
You have materially breached these Terms or exceeded any applicable limits or restrictions set out in these Terms.
11.5.5
You have provided Omega with false or inaccurate information or Omega has been unable to verify the information provided by you.
11.5.6
Your business’ conduct falls outside of Omega Risk Appetite.
11.6
Omega reserves the right to take any of the following actions without incurring liability to the customer if any of the circumstances described in section 11.2 above apply, in addition to any other rights Omega may have under this agreement:
11.6.1
Reject the customer's request for any of the services.
11.6.2
Temporarily suspend the execution of Payment Transactions.
11.6.3
Fully or partially suspend the provision of Services to the Customer.
11.6.4
Restrict the Сustomer's access to their Omega Account.
11.6.5
Reverse any payment transaction.
11.6.6
Withhold funds from the Customer, limit their access to funds, platform, or accounts.
11.6.7
Discontinue any aspect of the Services.
11.6.8
Terminate the Services altogether.
11.7
In the event that you are a Corporate Customer, Omega may, without prior notice, suspend or terminate these terms or any of the Services or block any transactions if any of the following circumstances occur:
11.7.1
there are suspected or actual unauthorised transactions, or if you notify us of such transactions;
11.7.2
you have displayed abusive behaviour towards Omega personnel;
11.7.3
Omega has reasonable concerns regarding the security or unauthorised use of your Account, the Omega Account or the Omega Platform;
11.7.4
your Account has a negative balance, and you have failed to promptly repay the amount owed to Omega, or if Omega's banking partners or other necessary service providers require it; or
11.7.5
your Account has been Inactive for 12 months. If you have Electronic Money in your Account, Omega will maintain your account for 6 years from the date it becomes Inactive. You may contact Omega to withdraw Electronic Money during this time. After the 6-year period, Omega will close your Account and donate any remaining unclaimed Electronic Money to a Charity of its choice in accordance with Applicable Law.
11.8
Omega will provide notice of any suspension and the reasons for such suspension as soon as possible, either before the suspension is put in place or immediately after unless doing so would compromise Omega's reasonable security measures or be unlawful. Omega will lift the suspension as soon as reasonably possible after the reasons for the suspension have ceased to exist.
11.9
After the other Party has repaid any money owed to Omega, if there are still funds in any Account at the time these terms or the Services are terminated, the other Party should withdraw those funds either before the Account is closed or within a reasonable period of time following its closure. After a reasonable amount of time has passed since the Account is closed, Omega will transfer any remaining funds to the bank account that the other Party last notified Omega. If Omega is unable to do so, Omega will maintain the Account for six (6) years from the date of closure and the other Party can contact Omega to withdraw the Electronic Money during this time. At the end of the six (6) year period, Omega will donate any remaining Electronic Money to a charity of its choice in accordance with Applicable Law.
11.10
On termination of these terms:
11.10.1
the other Party will not be able to use the Omega Platform. All rights granted to the other Party under these terms will cease;
11.10.2
the other Party must immediately return or delete or destroy copies of any documentation, notes and other materials comprising or regarding the Omega Platform;
11.10.3
all of the other Party's payment obligations under these terms for Services provided through to the effective date of termination will immediately become due and payable;
11.10.4
any provision that expressly or by implication has effect after termination will continue in full force and effect.
12. Important information you need to know
12.1
We reserve the right to modify these terms, including Fees, by providing you with a written notice of the changes at least 60 calendar days before they come into effect, except for Corporate Customers who will receive 30 calendar days notice. Failure to notify us in writing of termination during the notice period implies acceptance of the proposed changes.
12.2
We may make immediate changes to these terms without prior notice if required by Applicable Law or a Regulatory Body, or if the changes relate to the addition of a new service or extra functionality of our Services and do not affect existing terms.
12.3
If you do not agree to these changes, you must cease using our Services. Continuing to use our Services after we announce such changes constitutes acceptance of the modified terms.
13. Intellectual Property
13.1
Omega's Intellectual Property Rights belong exclusively to Omega or are licensed to Omega from their respective owners and licensors. Omega retains all Intellectual Property Rights in the Omega Platform and its proprietary technology, including its software, algorithms, user interface designs, architecture, and documentation, and any modifications, improvements, and derivative works. These terms do not grant the Customer any ownership rights in the Omega Platform or its proprietary technology.
13.2
These Terms do not confer upon you any legal rights in the Omega Platform and/or the Website, except to the extent required to access the Omega Platform. You acknowledge and agree that you will not tamper with or attempt to remove or delete any notices (including any intellectual property notices) or digital rights management or other security features embedded or included within the Omega Platform.
13.3
Omega does not grant any permission to use the Omega Intellectual Property Rights in whole or in part without Omega's prior written consent. Omega prohibits any actions that can be used to change any Omega Intellectual Property Rights in whole or in part, including digital rights. The means of protection used by Omega for the security of the Omega Services. Any attempt to make changes will be considered an infringement of Omega Intellectual Property Rights.
13.4
Except as permitted by law or by Omega, the Customer is not authorised to use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame, or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Omega Platform, Services, or included software. The Customer must not allow any unauthorised person to access or use the Omega Platform or trade on the Omega Platform for speculative purposes. Reverse engineering, decompiling, disassembling, or attempting to extract the source code of the Omega Platform or software is also prohibited. The Customer may only use the Omega Platform via any supported web browser for the management of the Services, provided that the Customer complies with these terms.
14. Data Protection
14.1
It is understood and agreed by both parties that they are acting as data controllers with regards to the personal data they handle while performing these terms. Each party will adhere to their obligations under the relevant Data Protection Laws and Omega’s Privacy and Cookies policies.
14.2
The Customer must guarantee that any personal data transferred to Omega is done so securely and in compliance with applicable Data Protection Laws.
14.3
The Customer confirms that it has the legal authority to reveal all personal data it discloses to Omega in connection with these terms. If Omega processes any personal data on behalf of the Customer, the Customer will notify any applicable third parties, as required by the relevant Data Protection Laws, about such processing and will ensure that such third parties have given any necessary consent.
14.4
Omega maintains a record of all personal data and transaction information, which may be disclosed to state bodies and financial institutions if required by law. Omega may also use this information for internal audit purposes, including monitoring compliance with these terms.
14.5
By providing Omega with a telephone number (including a mobile telephone number), you agree to receive autodialled and pre-recorded message calls at that number. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at Omega Platform onboarding, adding a telephone number to your Omega Account at a later time, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number, for service-related matters. We will not share your phone number with non-affiliated third parties for their purposes without your consent and we will never market, advertise, or solicit you using autodialling or pre-recorded messages, but we may share your phone numbers with our affiliates or with other service providers, such as billing or collections companies, who may contact you using autodialled or pre-recorded message calls or text messages.
14.6
You understand and agree that Omega may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with Omega or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Omega may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Omega, and Omega does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
14.7
You agree that we can use your Information in connection with your Omega Account, to enable us to review, develop and improve our products and services. This may involve providing your Information to our partners, affiliates, agents, distributors and suppliers to process Omega Transactions and for their statistical research and analytical purposes. We may also disclose your Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.
14.8
You understand and agree that we may collect information about how you and other Users interact with the Services. We collect transaction details related to your use of the Services, including the type of service requested, date and time the service was provided, amount charged and other related transaction details.
14.9
By agreeing to these terms and conditions, you consent to all actions taken with your personal information and data described in this section, except where prior written consent is required.
15. Limitation of Liability
15.1
The liability of either Party under these terms shall not be excluded or limited where such exclusion or limitation is unlawful or contradicts any other provision in these terms. This includes the Party's liability for:
15.1.1
death or personal injury resulting from its own negligence, or from fraud or fraudulent claims or statements; or
15.1.2
all sums that are rightfully due and payable under these terms.
15.2
Omega shall be indemnified and held harmless by the Customer for all documented fines, penalties, losses, costs, and reasonable legal fees incurred by Omega resulting from a breach of this Agreement or due to the Customer's willful default or gross negligence.
15.3
The Services provided by Omega are offered on an "as is" basis, without any representation or warranty, whether express, implied, or statutory. Omega disclaims any kind of representation for the Services, as well as the content, materials, information, and functions made accessible by or through the Services.
15.4
Omega shall not be held liable for consequential or indirect loss or any other special or incidental loss; or loss of profits, revenue, opportunity, reputation, income, savings, contract, use, business, business interruption, goodwill, data, or clientele, whether directly or indirectly as well as any loss beyond our direct control that arises from the negligence, fraud, willful misconduct, or insolvency of any third-party correspondent bank, liquidity provider, or other financial institution that is part of the payment network used to provide the Services.
15.5
The total liability of Omega under this Agreement shall not exceed the Fees paid by the Customer to Omega during the preceding 3 (three) months prior to the event giving rise to the loss.
15.6
While Omega makes reasonable efforts to ensure the smooth operation of the Omega Platform, it shall not be liable for any consequences arising from Platform failures not caused by Omega's actions or omissions or outside of its control. In any event, Omega shall not be liable for losses resulting from a Platform outage if the Platform has been accessible and operational for more than ninety percent of the total time during a rolling six-month period, excluding scheduled or emergency downtime for repairs, updates, development works, or similar cases.
15.7
Except as required by Applicable Law, Omega shall not assume liability for any loss suffered by the Customer, whether directly or indirectly, arising from the following circumstances: actions carried out by authorised individuals in adherence to these terms and conditions and within the limitations imposed by the Customer; provision of inaccurate or incomplete information by the Customer; delays or disruptions in the provision of our services; faults, errors, or inaccuracies of any kind in our services; information or services provided by third parties; or acts or omissions of third parties.
16. Notices and Communications
16.1
By using the Omega Services, you hereby consent to receive electronic Communications from us. These Communications will be made available to you through the Omega Platform or sent to your primary email address as provided in your Omega Account. It is your sole responsibility to regularly access the Omega Platform, review its contents, check your primary email address, and promptly open and examine any communications we send to you via these channels.
16.2
We may occasionally reach out to you with notifications or updates concerning your Omega Platform or Omega Account, and it is crucial that you consistently monitor the Omega Platform and keep your contact information updated in your Omega Account. Should you need to contact us in accordance with these Terms, please utilise the chat function available in the Omega Platform.
16.3
In case of urgent matters, such as suspected or executed unauthorised or fraudulent transactions, unlawful use of Services, or security threats, the Customer or User is required to promptly notify Omega using the designated support contact details provided on the Website. All notifications must be communicated in English, unless otherwise agreed upon between the Customer or Authorised User and Omega. It is the responsibility of the Customer or User to immediately update Omega of any changes to their verified contact information (including telephone number, email, and address) that Omega can use for communication purposes. Failure to inform Omega of such changes will result in the Customer or Authorised User assuming all liabilities arising from Omega's inability to provide notifications. Additionally, to safeguard the Customer Money from potential illegal activities, the Customer or Authorised User must immediately inform Omega in the event of theft or loss of their personal identification document.
17. Customer Support and Complaints
17.1
At Omega, we prioritize the handling of all complaints. If you have any grievances regarding our services, please direct them to our Customer Support team via the Omega Platform chat function or using the contact details available on our Website. It is essential that you clearly state your intention to file a complaint to ensure a clear distinction between complaints and general inquiries. Our comprehensive complaints procedure outlines the steps for submitting and resolving complaints. You can request a copy of our complaints procedure by contacting our Customer Service team at any time. Once a complaint has been raised, it will be dealt with as per our complaints handling procedure . Omega’s complaints procedures will be provided in English.
17.2
All complaints will be dealt with in an adequate timeframe and at the latest, within 15 Working Days. If the situation is exceptional and the complaint cannot be resolved within the timeframe indicated above due to reasons beyond the control of Omega, a holding email will be sent detailing the reasons for this delay and indicating the deadline by which you should receive a full reply to your complaint. This deadline will be no later than 35 Working Days after the complaint was initially received by email.
17.3
If we fail to resolve your complaint to your satisfaction, you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567 when calling from the UK and +44 20 7964 0500 when calling from abroad). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
18. Miscellaneous
18.1
If any part of these Terms is inconsistent with any Applicable Laws and regulatory requirements, then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirements.
18.2
If any provision of these terms is deemed invalid, unenforceable, or illegal by a competent court, it will be deleted without affecting the remaining provisions. If the provision can be modified or deleted to make it valid, enforceable, and legal, it will be modified accordingly.
18.3
There are some situations where we can make changes to these Terms and we do not have to tell you in advance. These are changes you probably expect because of the nature of the product or service, or that we deem to be an improvement to the service with no negative monetary impact to you. We do not have to tell you personally in advance when the change has no monetary detriment to you, better protects customer funds, provides a better service or if we introduce a new service or feature from which you can benefit.
19. General
19.1
This Agreement, along with any non-contractual matters stemming from it, shall be subject to the laws of England and Wales. Regardless of the Customer's or Authorised User's registered location, residence, or business, both parties unconditionally consent to the exclusive jurisdiction of the courts in England and Wales.
19.2
If any provision of this Agreement is deemed invalid, it shall not impact the validity of the remaining provisions. Our failure to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy and does not prevent us from exercising it at a later time.
19.3
These Terms constitute the complete agreement between the Parties and supersede all previous agreements, representations, promises, and statements, whether written or oral, regarding the subject matter herein. Each Party acknowledges that they do not rely on any representation or warranty, whether innocent or negligent, that is not expressly stated in these terms. No claims for misrepresentation or misstatement can be made based on any statement outside of these terms.
19.4
These terms do not create a partnership or joint venture between the Parties, nor does it authorise one Party to act as an agent for the other or enter into commitments on behalf of the other. Each Party confirms that it acts independently and not for the benefit of any third party.
19.5
You may not assign these terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and considered a material breach. We may assign these terms, in whole or in part, or subcontract our obligations without your consent.
19.6
Neither Party will (unless consented in writing) solicit the services of any staff from the other Party engaged in the performance or management of their obligations under these terms, except through a non-targeted public recruitment campaign. This provision applies during the term of these terms and for one (1) year after termination.
20. Third Parties
20.1
Except as explicitly stated, no one other than Omega and the Customer has the authority to enforce any provisions of this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. These Terms are available on the Website in English and can be obtained individually by the Customer upon request from Omega.
20.2
You acknowledge and agree that Omega may engage third parties, including other affiliated companies, to assist in providing the Services. If you are not a Consumer and receive information from Omega or such third parties, you will not rely on the information and will not hold Omega or the third party liable for any claims related to that information. If you are not a consumer, you assume all risks and responsibilities if you choose to rely on such information against the provisions stated in this clause.
20.3
If you are a Customer and receive information from Omega provided by third parties, you will not rely on the information and will not hold Omega responsible for any claims regarding the accuracy of that information, unless expressly agreed otherwise by Omega.
20.4
In the event Omega utilises a third party to provide the Services, you acknowledge that the Services are provided directly by Omega to you, unless stated otherwise in writing through any additional terms specific to a particular Service or feature.
20.5
If Omega employs a third party to deliver the Services, Omega will ensure that the third party complies with applicable Data Protection Laws for the processing of personal data, as outlined in these Terms.
20.6
You are solely responsible for determining the applicability of any taxes to your payments and ensuring the accurate collection, reporting, and remittance of taxes to the relevant tax authority. We do not assume responsibility for determining the tax implications of your Transactions or for collecting, reporting, or remitting any taxes arising from such transactions. By using the Omega Services, you agree to comply with all applicable tax laws, including the reporting and payment of taxes related to Transactions conducted through the Services.
20.7
We operate on an execution-only basis and do not provide advisory services. While we may occasionally provide information through the Omega Platform or the Website, we do not offer advice on the merits of specific Transactions or any other matters. Before engaging in any Transaction, it is your responsibility to independently assess its suitability based on your own judgment and seek advice from relevant advisors as needed. By entering into a Transaction, you expressly acknowledge that you are not relying on any communication (written or oral) from us as advice or a recommendation regarding such Transaction.
21. Interpretations
21.1
The headings of clauses, schedules, and paragraphs shall not impact the interpretation of these Terms.
21.2
References to Clauses and Schedules are to the Clauses and Schedules of these Terms, and references to paragraphs are to paragraphs within the relevant Schedule.
21.3
The term "person" includes individuals, corporations, and unincorporated bodies, regardless of legal personality.
21.4
Unless the context requires otherwise, singular words include the plural, and plural words include the singular.
21.5
Unless the context requires otherwise, references to one gender include all other genders.
21.6
The term "company" encompasses any corporation, entity, or body corporate, regardless of its incorporation or establishment.
21.7
The Schedules are an integral part of these Terms and shall be treated as if fully incorporated within this agreement. Any reference to this agreement includes the Schedules.
21.8
These Terms are binding upon and confer benefits to the parties, their personal representatives, successors, and permitted assigns. References to a party include that party's personal representatives, successors, and permitted assigns.
21.9
References to a statute or statutory provision include any amendments, extensions, or re-enactments made to it from time to time.
21.10
References to "writing" or "written" include email communications
21.11
Expressions such as "including," "include," "in particular," "for example," or similar terms shall be interpreted as illustrative and not limiting the meaning of the preceding words, description, definition, phrase, or term.
21.12
References to English legal terms for actions, remedies, judicial proceedings, legal documents, legal status, courts, officials, or any legal concept or matter shall, in jurisdictions other than England, be deemed to include the closest approximation to the corresponding English legal term in that jurisdiction.
Schedule 1. Definitions
Agreement
The Terms and Conditions as varied from time to time
Applicable Laws
Encompass all legal statutes, regulations, binding ethical guidelines, or mandates set forth by any applicable Regulatory Body that are pertinent to the actions carried out or arranged by the Parties in accordance with these Terms. These laws are to be interpreted while considering any codes of conduct or guidance issued by recognised financial institutions in the United Kingdom, which are obligated or accustomed to adhere to such guidelines.
Financial Data
Includes bank account and payment card details, details of the relevant Omega Business account you are associated with, including account details, accounts numbers and IBANs, Omega card details or other cards you have registered with us (including card number, expiry date and CVC (the last three digits on the back of the card).
Authorised User
Means a natural person who is an authorised representative of the Customer for the purposes of using the Services. Charity - refers to an organization whose annual income is below £1 million and meets the following criteria: (i) in England and Wales, it falls within the definition of a charity as outlined in section 1(1) of the Charities Act 2011 (interpretation of "charity"); (ii) in Scotland, it falls within the definition of a charity as stated in section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation); (iii) in Northern Ireland, it falls within the definition of a charity as specified in section 1(1) of the Charities Act (Northern Ireland) 2008 (meaning of "charity"), or as defined in the Payment Services Regulations 2007 from time to time.
Authorised User
means a natural person who is an authorised representative of the Customer for the purposes of using the Services.
Charity
I refers to an organization whose annual income is below £1 million and meets the following criteria: (i) in England and Wales, it falls within the definition of a charity as outlined in section 1(1) of the Charities Act 2011 (interpretation of "charity"); (ii) in Scotland, it falls within the definition of a charity as stated in section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation); (iii) in Northern Ireland, it falls within the definition of a charity as specified in section 1(1) of the Charities Act (Northern Ireland) 2008 (meaning of "charity"), or as defined in the Payment Services Regulations 2007 from time to time.
Communications
means information provided relating to your Omega Account or the Omega Services provided by Omega
Counterparty
means any party that receives funds from or sends funds to Your Omega Account.
Customer
a legal entity using the Services, in each case for business purposes only
Customer Money
funds loaded into the Customer’s Omega Account.
Customer Services
The team responsible for supporting queries relating to your Omega Account.
Data Protection Laws
refer to the relevant laws governing privacy and data protection, including but not limited to the General Data Protection Regulation (EU) 2016/679) and any corresponding national laws, regulations, and subsidiary legislation in England and Wales that pertain to the handling of personal data and the privacy of electronic communications. These regulations may be amended, replaced, or updated periodically. The terms "personal data," "data subject," "controller," "processor," "process," and "processing" shall hold the definitions ascribed to them in the Data Protection Laws.
Electronic Money
means electronically stored value associated with your Omega Account.
Fees
means all fees applicable to the use of the Services.
Force Majeure Event
refers to events that are beyond the reasonable control of a Party, including but not limited to: extraordinary incidents; labor disputes other than strikes or industrial actions initiated by the Party's employees, agents, or subcontractors; disruptions or failures in utility services such as internet, electricity, gas, or water supply; civil unrest, warfare, epidemic, or acts of terrorism; nuclear, chemical, or biological contamination; exceptionally severe weather conditions; the implementation of sanctions, embargoes, or diplomatic estrangement; or any modification to the relevant legal framework.
Foreign Exchange Transaction
refers to FX Conversion and FX Payment services provided by Omega.
FX Exchange Rate
means the currency exchange base rate we have specified for a Foreign Exchange Transaction.
FX Conversion
refers to an action of one currency being sold or bought against another currency at an agreed exchange rate through the Omega Platform.
FX Payment
refers to a Payment Transaction involving FX Conversion.
Identity Authentication
shall mean identification and verification of the identity of the Customer or Authorised User(s), or related person in accordance with the procedure established by Omega and Applicable Laws.
Inactive Account
means any Account where no Payment Transactions or FX Transactions are being undertaken by the by the Customer.
Insolvency Event
refers to any event where a party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, administration, receivership, or any similar insolvency procedure, makes a composition or arrangement with its creditors, or takes any action indicating its financial instability or inability to meet its financial obligations.
Intellectual Property Rights
encompass various rights and protections associated with inventions, designs, trademarks, business names, copyright, databases, domain names, topography rights, utility models, and other similar or equivalent rights. This includes the rights conferred by registrations, applications, renewals, and extensions of such rights worldwide. It also encompasses rights related to unfair competition, the ability to take legal action against passing off and past infringements, and rights pertaining to trade secrets, confidentiality, know-how, and technical information.
Micro-Enterprise
means any business whose annual turnover or balance sheet total is no more than €2 million (or the equivalent in pound sterling) and employs fewer than 10 people.
Omega
a trading name of Omega Baap Limited - a business duly registered in the United Kingdom with company number 11680780 and head office at 1 Butterwick, London, W6 7DL.
Omega Account or Account
The Electronic Money account opened in the name of the Customer on the Omega Platform used to receive the Services.
Omega Platform or Platform
means the proprietary technology and associated products operated by Omega to provide Customers with Services including access to the Account and Omega Account.
Omega Risk Appetite (Risk Tolerance)
refers to the predetermined level of risk that Omega is willing to accept or tolerate in its operations and decision-making processes.
Omega Countries’ List
refers to a structured assessment framework used by Omega to evaluate and categorise countries based on their level of risk.
Party
shall mean Omega or the Customer.
Payment Request
An instruction from you to execute a Payment Transaction from your Omega Account.
Regulatory Body
refers to any individual or entity responsible for the establishment, implementation, or oversight of Applicable Laws, including but not limited to the Financial Conduct Authority (FCA) and any successor regulatory body.
Relevant Persons
means any subscriber to the constitution, any director or any person involved in the promotion or formation of the company whether directly or indirectly.
Privacy Policy
means the Omega privacy policy available on the Omega Website. Service - refers to the range of services offered by Omega to its Customers on an ongoing basis, as described on the Omega website and these Terms. These services encompass the specific offerings provided by Omega to the Customer, including electronic money issuance, payment services, card issuance (including the operation of the associated card program as outlined in the Omega card program terms and conditions).
Terms
a legally binding Agreement between you and Omega.
User
shall mean a natural person who is an authorised representative of the Customer for the purposes of the Services.
we, us or our
Omega.
Working Day
Monday to Friday but does not include bank or public holidays in England.
you, your
the Omega Customer.
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