General Terms and Conditions
Last updated: 30/03/2023
1. GENERAL TERMS
The purpose of these General Terms and Conditions (“GTC”) is to define the conditions under which the User has access and uses the website https://theseus-solutions.com/ and all the services provided through (the “Services”) as well as any other media form, media channel, mobile website or mobile application related to our Services we offer, linked, or otherwise connected thereto (collectively, the “Site”).
The Site and the Services are provided by Theseus Solutions Limited, a company duly incorporated under the laws of Hong Kong with its registered address at Room 1305, 13/F, Hollywood Centre, 233 Hollywood Road, Sheung Wan, Hong Kong (“the Company”).
The user agrees that by accessing the Site, the User has read, understood, and agreed to be bound by all of these GTC.
These GTC constitute a legally binding agreement made between the User and Company.
IF THE USER DOES NOT AGREE WITH ALL OF THESE GTC, THEN THE USER IS EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST STOP USING THE SITE IMMEDIATELY.
The User and The Company are individually referred to as a “Party” and collectively as the“Parties”.
The User can access to the Services without creating an account on the Site but must create it to use the Services through the Site provided by the Company.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. The Company reserves the right, in its sole discretion, to make changes or modifications to these GTC at any time and for any reason. The Company will alert the User about any changes by updating the “Last Updated” date of these GTC, and the User waive any right to receive specific notice of each such change. It is the User’s responsibility to periodically review these GTC to stay informed of updates. The User will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised GTC by his continued use of the Site after the date such revised GTC are posted. The User should stop using the Services if he/she does not agree to these changes. If the User keep using the Services after these changes (whether through the Site or other means), the Company will treat the User as having accepted the changes.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for Users who have reached the age of majority stated in their country of residency. Persons under the age of majority stated in their country of residency are not permitted to use or register for the Site.
2. USER REPRESENTATIONS AND AUTHORIZATION
By using the Site, the User represents and warrants that: (1) all registration information he/she submit will be true, accurate, current, and complete; (2) the User will maintain the accuracy of such information and promptly update such registration information as necessary; (3) the User has the legal capacity and agrees to comply with these GTC; (4) he/she is not a minor in the jurisdiction in which he/she resides; (5) he/she will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) he/she will not use the Site for any illegal or unauthorized purpose; and (7) his/her use of the Site will not violate any applicable law or regulation.
If the User provide any information that is untrue, inaccurate, not current, or incomplete, the Company has the right to suspend or terminate the User’s account and refuse all current or future use of the Site (or any portion thereof).
Theseus Solutions may refuse access to the User at its sole discretion, without specific reason. Moreover, if Theseus Solutions is concerned about unauthorised or fraudulent access, Theseus will refuse access to the User.
The User will promptly report to Theseus Solutions any infringements or unauthorised access to the Site.
3. USER REGISTRATION
The User may be required to register with the Site. The User agrees to keep his/her password confidential and will be responsible for all use of his/her account and password. The Company reserves the right to remove, reclaim if the User does not comply with the laws and regulations applicable.
4. USER DUE DILIGENCE
The Company may carry out user due diligence before providing any Services to the User and from time to time during the provision of the Services in order to verify that the User is compliant with the laws and regulations applicable and is not under any sanctions.
The Company may check on the User, the directors, partners, ultimate beneficial owners and employees of the company for which the User is requesting Services but also any parties involved with the User.
The User must provide up-to-date, accurate and complete information at all times. If the Company requests any additional information, the User must provide them within (5) business days.
If the due diligence is not complete and satisfying, the User acknowledges that the Company may not provide the Services until the information requested are received and approved. The User agrees that Theseus Solutions has no liability whatsoever for any loss, damage, inconvenience or delay in providing the information required.
The User agrees that for the purpose of due diligence, the Company may direct or indirect inquiries to verify information provided. The Company may keep records of these reports. If the User does not meet or no longer meets all the requirements necessary to pass the due diligence, the Services will not be provided by the Company or will be stopped without any notice.
5. PROVISION OF THE SERVICES
The Company shall provide and perform the Services on these present GTC and will do so:
– in compliance with all applicable laws, regulations, codes of practice and professional
standards;
– with reasonable skill and care;
Theseus Solutions provides these following Services (but not limited to):
– bank account opening
– account opening with Money Services Operator and Payment services providers
– credit and debit card application assistance
– bank compliance review assistance
– bank unblocking solutions assistance
– payment gateway solutions
– forex optimization solutions
– trade finance solutions
– authorized signer / bank user services
– treasury services
– cryptocurrencies cash out solutions
It is expressively stated that Theseus Solutions is not a regulated company and does not provide any financial or banking services. It only and strictly offers administrative assistance to apply for banking and financial solutions to other external and independent providers.
Additional services may be provided by the Company where the Parties agree to and sign a written mandate that specifies the additional services and states that those additional services are being provided pursuant to these GTC.
Theseus Solutions has no obligation of result with regard to obtaining acceptance by third party companies of the User’s request. Third-party companies are independent companies that will do their own checks to accept the User or not and Theseus Solutions will not be liable for any refusal that the User may receive.
6. PROHIBITED ACTIVITIES
The User may not access or use the Site for any purpose other than that for which the Company makes the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the Company.
As a user of the Site, he/she agrees not to:
– Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from the Company.
– Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
– Engage in unauthorized framing of or linking to the Site.
– Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
– Make improper use of our support services or submit false information, reports of abuse or misconduct.
– Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
– Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
– Attempt to impersonate another user or person or use the account of another user.
– Use any information obtained from the Site in order to harass, abuse, or harm another person.
– Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to the User or the company he/she represents.
– Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
– Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
– Disparage, tarnish, or otherwise harm the Site or the Company, in the opinion of the Company.
– Use the Site in a manner inconsistent with any applicable laws or regulations.
7. FEES
The Company shall invoice and the User shall pay the amounts set out on the Site or communicated by Theseus Solutions.
The User or the company he/she represents shall in addition reimburse the Company for expenses that are reasonable and properly incurred.
The Company shall invoice the User or the company he/she represents.
The or the company he/she represents shall pay all valid and properly submitted invoices not later than TEN (10) days after they are received.
If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have:
– suspend provision of the Services until payment in full including any interest is received; and/or
– charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
The User shall pay all invoices in full without any set-off or deduction.
Usually, Theseus Solutions fees are divided in two categories for any Services:
– a retainer fee payable upfront to cover the due diligence executed by Theseus Solutions’ team, and the preparative works before submission of the application
– a success fee payable TEN (10) days after issuance of the invoice related to the Service performed.
8. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is the Company’ property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by the Company or licensed to the Company (if applicable).
The Content and the Marks (if applicable) are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these GTC, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
9. WARRANTIES
Each party warrants its current and continuing compliance with all laws and regulations applicable.
The Company warrants that it will provide the Services with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the assistance in banking solutions services.
User’s sole and exclusive remedies the Company’s entire liability for breach of the warranty.
The User and the company he/she represents (if applicable), warrants that the User is natural person and must have reached the age of majority stated in their country of residency, the company he/she represents (if applicable) is duly incorporated under the laws of the country of its formation, and has full legal capacity and power to execute and perform its obligations under these GTC.
The User acknowledge that he/she is solely responsible, and that the Company has no responsibility or liability of any kind, for the content, development, installation, operation, hosting, sale, support or maintenance of the Site’s content.
THESEUS SOLUTIONS PROVIDES THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE SITE IS FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. THESEUS SOLUTIONS DOES NOT CONTROL OR
VET USER-GENERATED CONTENT OR CONTENT ORIGINATING FROM THIRD-PARTY SERVICES.
The Company may occasionally have to interrupt the access and use of the Services for operational, security or other reasonable reasons. In such a case, Theseus Solutions will restore access as quickly as practicable; is not a bank establishment and does not offer financial advice and the Customer must not treat any information or comments by Theseus Solutions as financial advice.
10. LIABILITY
Nothing in these GTC shall operate to limit or exclude any Party’s liability for death or personal injury arising from its negligence, for fraud or for any other liability that, by law, cannot be limited or excluded.
THESEUS SOLUTION’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THESE GTC WILL NOT EXCEED US$50. IN NO EVENT WILL THE COMPANY BE LIABLE TO THE USER OR THE COMPANY HE/SHE REPRESENTS OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES. THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITY SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. INDEMNITIES
The User or the company he/she represents will defend, hold harmless, and indemnify Theseus Solutions, and its affiliates, officers, agents, employees, and suppliers (including any applicable Third-Party Services) from and against any and all loss, liability, and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits, to the extent resulting from, alleged to have resulted from, or in connection with (a) any breach by the User or the company he/she represents of these GTC, (b) the violation of any copyright, trademark, service mark, trade secret, or patent by the User’s Application, any Application Content, any other data or information provided by the
User to the Company, or the Developer Brand Features; or (c) the User’s failure to comply with or violation of any applicable law or regulation, including privacy and data protection laws. The User or the company he/she represents will be solely responsible for defending any such claim, subject to the right of any Theseus Solutions indemnified Party to participate with counsel it selects, and the User or the company he/she represents will not agree to any settlement that imposes any obligation or liability on a Theseus Solutions Indemnified Party without the prior written consent of the applicable company indemnified party.
12. CONFIDENTIALITY
The Company and the User may during the course of the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).
The receiving party shall:
– keep all Confidential Information confidential and not disclose it to any person (save as required by law); and
– use the Confidential Information only for the purpose for which it was provided and for no other purpose.
13. DATA PROTECTION
The Company needs to collect and use certain information about individuals and companies related to the User and/or the Company he/she represents. Such information can include customers, suppliers, business contacts, employees and other persons the User and/or the Company he/she represents has a relationship with or may need to contact.
The Company being organized in Hong Kong, it is subject to the Personal Data (Privacy) Ordinance (cap.486). Furthermore, the European Union’s General Data Protection Regulation (GDPR) (EU) 2016/679 coming into force on May 25, 2018 may, in some cases, impact non EU businesses with EU clients.
Under the Hong Kong Personal Data (Privacy) Ordinance (cap.486), “personal data” means any data which relates to a living individual who can be identified from it (directly or indirectly) and which is held in a form which can be accessed or processed (e.g. paper document, emails, photos, video recordings, etc.).
A “data user” means a person who, either alone or jointly or in common with other persons, controls the collection, holding, processing or use of personal data.
An example of personal data is an individual’s identity card number. Alternatively, personal data may also be a combination of data such as telephone number, address, sex and age from which one can ascertain the identity of an individual.
The Company must collect personal data in a lawful and fair way, for a purpose directly related to their activity.
The data that is collected should be necessary to comply with the regulatory obligation and service provision but not excessive.
The information collected by the Company in connection with the performance of its Services is confidential except where Theseus Solutions is required to disclose such information by applicable law, regulation or court order provided that, where legally permissible, Theseus Solutions will promptly inform the User to enable the request of a protective order or other similar protection. This information will be used for the dual purpose of meeting our mandatory due diligence obligations and providing the User with Services adapted to his needs. We may share personal information with our group companies and business partners as well as third party providers such as banks, lawyers, notaries, registered agents, etc. only where this is necessary for the performance of the Services requested by the User. The data that you have supplied to Theseus Solutions may be transferred to law enforcement agencies or tax authorities for the purpose of complying with anti-money laundering and/or automatic exchange of financial information obligations.
Users’ documents and records (including data pertaining identification and contact details) generally have to be kept for at least 5 years for AML/CTF purposes.
The User is solely responsible for all data that he/she transmits or that relates to any activity the User has undertaken using the Site. The User agrees that the Company shall have no liability to the User for any loss or corruption of any such data, and hereby waives any right of action against the Company arising from loss or corruption of such data. The User authorizes the release to the Company (and any of its Subsidiaries or Affiliates) and to all third parties that the Company may contact to provide the Services requested by the User of any and all personal or professional data that is necessary or desirable for the administration of the Services. Without limiting the above, the User permits his or her employing company to collect, process, register and transfer to the relevant companies all relevant information (including any professional and personal data that may be useful or necessary for the purposes of the Services (if any)). The User hereby authorizes the relevant information to be transferred to any jurisdiction that the Corporation, his or her employing company considers appropriate. The User shall have access to, and the right to change or
ask for the deletion of, the Information communicated. The Information collected will only be used in accordance with applicable law.
14. ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS
Theseus Solutions is committed to conducting business fairly, honourably, with integrity, and in compliance with the laws of every country in which it operates. Bribery is illegal. It can expose the Company to massive fines and other penalties, and it can lead to prison for employees. The Parties, including directors, officers, and employees must be familiar with and follow each of the requirements applicable.
The User and the company he/she represents fully agree to comply with all Applicable Law relating to Sanctions, bribery and corruption including the Hong Kong Prevention of Bribery Ordinance (Cap. 201), UK Bribery Act 2010, the US Foreign Corrupt Practices Act, Crimes Act 1914 (Cth) and Criminal Code Act 1995, Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code (Wetboek van Strafrecht), the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore and any laws and rules based on the OECD treaty (‘ABC Legislation’).
The User or the company he/she represents commit to not do or omit anything that could put Theseus Solutions in a position of breaching any of the laws and/or regulations applicable.
15. FORCE MAJEURE
Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under these GTC if and to the extent that such failure or delay is caused by reasons, circumstances, or events beyond the reasonable control of that party.
If a party is affected by any circumstance or event described in these GTC, that party shall notify the other party as soon as reasonably practicable, and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.
16. SUSPENSION AND TERMINATION
The Services commence on the date that the User agrees to its terms and will continue until terminated as set forth herein (the “Term”). Theseus Solutions may terminate the Services or suspend or terminate the use of all or any of the Site (a) immediately, if a Third-Party Service requires the Company to do so or if Theseus Solutions, at its sole discretion, considers that the User has violated these GTC or that any use of the Site by the User is not in the best interests of the Company or (b) with 30 days’ prior written notice to the User or the company he/she represents, for any or no reason. the User or the company he/she represents may terminate the Services at any time by ceasing all use of the Site and closing your account with Theseus Solutions.
Otherwise, any dispute or claim shall be referred to and finally resolved by the Hong Kong Court. As an alternative, the Company shall have the exclusive right, to be exercised at its sole discretion, to refer any dispute or claim to the competent judicial authority of the place of residence of the User or the company he/she represents.
17. INDEPENDENT CONTRACTORS
The parties are independent contractors. The provision of Services does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party acknowledges that the other party may be independently creating applications, content and other products or services that may be similar to or competitive with those of the other party and nothing in these GTC will be construed as restricting or preventing each party from creating and fully exploiting such applications, content and other items without any obligations to the other party.
18. ASSIGNMENT
The User or the company he/she represents may not assign or delegate any of his/her rights or obligations under these GTC without Theseus Solutions’ prior written consent. Any change of control transaction (including by merger, acquisition, corporate reorganization, or sale of all or substantially all assets) is deemed to be an assignment of your rights and obligations under these GTC, unless it relates solely to an internal reorganization. Any purported assignment or delegation by the User or the company he/she represents in violation of this section is void. Theseus Solutions may freely assign or delegate all or any of its rights and obligations under these GTC without notice.
19. WAIVER
If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of these GTC, that will not amount to a waiver of those rights or that provision.
20. SEVERABILITY
If any provision or part-provision of these GTC is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these GTC.
21. GOVERNING LAW AND DISPUTES
If any differences or disputes arise between the Company and the Client in connection with these GTC, they shall use all reasonable endeavours to resolve them by discussions between themselves, escalating the issues through their respective management structures up to their chief executive officers if necessary.
These GTC and the Services shall be governed by the laws of Hong Kong applicable therein, without giving effect to any conflict of law principles. Any dispute, claim or controversy arising out of or relating to the access or use of the Site and Services or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the Services to arbitrate, may be determined by confidential, binding arbitration before a single arbitrator in Hong Kong.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute or claim shall be referred to and finally resolved by the Hong Kong Court. As an alternative, the Company shall have the exclusive right, to be exercised at its sole discretion, to refer any dispute or claim to the competent judicial authority of the place of residence of the Customer, or to the Hong Kong International Arbitration Centre. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
22. NOTICES
Any notices that are required under the provision of the Services shall be in writing and shall be served on the relevant party at its registered office address.
Notices may be served by:
– personal delivery, in which case they shall be deemed to be served when delivered;
or
– first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.
23. CONTACT THESEUS SOLUTIONS
The Services are offered by Theseus Solutions Limited, which has its office at Room 1305, 13/F, Hollywood Centre, 233 Hollywood Road, Sheung Wan – Hong Kong.
Theseus Solutions can be contacted by:
– emailing us at: contact@theseus-solutions.com ;
– sending mail to us at: Room 1305, 13/F, Hollywood Centre, 233 Hollywood Road, Sheung Wan – Hong Kong; and
Theseus Solutions will contact the User or the company he/she represents using the contact details provided in the account. By using the Services, the User agrees to receive electronic communications from Theseus Solutions.