Terms and Conditions Welcome to Safe Swap, our escrow services platform located at www.safeswapja.com (our “Platform”). These Terms and Conditions (the “Terms”) constitute a legal agreement between you and us governing the use of our Platform and our Services. 1. ABOUT US 1.1. We are Safe Swap of PO BOX 343 Spanish Town, St. Catherine, Jamaica (“Safe Swap”, “we”, “us”, “our”). 1.2. To contact us, please use safeswapja@gmail.com. 1.3. These Terms were last updated on Sunday, 6th of October, 2024, and are the current and valid version. 1.4. The following additional terms apply to your use of our Platform and services and form part of these Terms: 1.4.1.Our Privacy Policy; and 1.4.2.Our Cookie Policy. 2. TERMS AND CONDITIONS 2.1. The provisions set out in these Terms govern your access to and your use of our Platform and our Services and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Platform. 2.2. We reserve the right to, without any notice, explanation, or liability, and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time, or remove or edit content (including content submitted by you) on our Platform or on any of our affiliated websites (including social media pages). 2.3. We reserve the right to change, modify, suspend, or discontinue any portion of the services, our Platform or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties. 2.4. Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our Platform or any of our affiliated websites to advertise, promote, or market any products or services of any third party or yourself. 3. ACCOUNT AND PASSWORD 3.1. The services are provided via a dedicated account. 3.2. You are responsible for keeping your account confidential. 3.3. By registering for an Account which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that: 3.3.1.you have read the terms set out in these Terms and agree to be bound by and comply with them; and 3.3.2.you must be at least 18 years of age. 3.4. You are also responsible for any use of any account that you have access to, whether or not you authorised the use. 3.5. You will immediately notify us of any unauthorised use of your accounts. 3.6. You are solely responsible for any losses, damages, fees, or liability due to your lost, stolen, hacked or otherwise compromised account. 4. ACCOUNT SUSPENSION AND TERMINATION 4.1. We reserve the right, at its sole discretion, to suspend or delete, at any time and without notice, user accounts which it deems inappropriate, offensive, or in violation of these terms. 4.2. We will determine, in our discretion, whether there has been a breach of our acceptable use requirements through your use of our Platform. When a breach of this agreement has occurred, we may take such action as we deem appropriate. Terms and Conditions 4.3. Failure to comply with these Terms constitutes a material breach of these Terms upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions: 4.3.1.immediate temporary or permanent withdrawal of your right to use our Platform; 4.3.2.immediate temporary or permanent removal of any services rendered; 4.3.3.issuance of a warning to you; 4.3.4.legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach; 4.3.5.further legal action against you; and/or 4.3.6.disclosure of such information to law enforcement authorities as we reasonably feel is necessary. 4.4. We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate. 5. THE ESCROW SERVICES WE PROVIDE TO YOU 5.1. In order to use our Escrow Services, you must have set up on the Safe Swap platform as a Safe Swap user. 5.2. Where you want to or have entered into an arrangement with a, or other, Safe Swap user(s) and you wish to arrange for a payment to be made to them as part of that arrangement, but: you have not specified a date for payment; and/or, payment is conditional on certain conditions being met where the long-stop date exceeds three calendar months; and/or, you have agreed between you the circumstances in which funds should be paid out to protect the parties to the transaction, you can use our Escrow Services. 5.3. Our Escrow Services enable you and other Safe Swap users to pay funds to us to be held in Escrow in respect of arrangements between you and the other Safe Swap users to make a payment or payments to other Safe Swap users. Such funds will be paid to us as your, and the other Safe Swap users', Escrow Agent, and Safe Swap will hold such funds on trust to be dealt with in accordance with these Terms. 5.4. When both you and the other Safe Swap users who have funded the Escrow are agreed that the arrangement in respect of which we hold funds in Escrow has completed, we will pay out the sums that we hold in Escrow to the specified Safe Swap user(s) in accordance with a Release Notice as provided in the Escrow Release section of these Terms. 6. SETTING UP THE ESCROW 6.1. When setting up an Escrow with other Safe Swap users, you: 6.1.1.Shall ensure you have given to us the details of all of the other escrow participants who are already or are to become Safe Swap users, comprising their full name, email address, and/or mobile phone number (Escrow Participants); 6.1.2.Will specify the amount(s) that is to be held in Escrow (Escrow Funds) and the amounts to be funded by funding the Escrow Participant(s); 6.1.3.The intended recipient(s) of the Escrow Funds and the amounts to be paid to them (if known); 6.1.4.Shall specify the duration of the Escrow (being a period of not more than 12 calendar months) and the date on which the Escrow shall come to an end, which shall be referred to in these Terms as the long-stop date; 6.1.5.Irrevocably authorise and unconditionally instruct us (jointly with the other Escrow Participants who will fund the Escrow) to act as your trustee and Escrow Agent in relation to the Escrow Funds; 6.1.6.Irrevocably agree and unconditionally instruct Safe Swap to pay out of the Escrow Funds the amount of the Escrow Funds to the Escrow Participants specified to receive the funds in any escrow release form in accordance with the Escrow Release section of these Terms. Terms and Conditions 6.2. Once you have provided all the relevant information set out above (Escrow Information) we shall contact the other Escrow Participants and obtain their confirmation that they wish to jointly instruct us with you on the same basis as the Escrow Information provided and we will ensure that they are, or will become Safe Swap users. If the other Escrow Participants do not become Safe Swap users we will not proceed with the Escrow. 7. FUNDING THE ESCROW 7.1. Once we have received confirmation from all the Escrow Participants, in accordance with the Setting up the Escrow section of these Terms, we will accept our appointment by each of the Escrow Participants as your Escrow Agent on the basis of these Terms and the Escrow Information. 7.2. Each of Safe Swap users who will be funding the Escrow shall arrange to make a payment to us utilising our Service. This means that you will set up a payment order to make an immediate or future dated payment to us of an amount equal to your share of the Escrow Fund from your account. We will then hold the funds as your Escrow Agent and we shall hold them in Escrow in accordance with the Escrow Agent section of these Terms. 7.3. The instruction to make payment to us of your share of the Escrow Funds is a payment order and it can only be revoked or changed. Once we have received your share of the Escrow Funds, your ability to change or revoke an Escrow Release will be subject to the Escrow Release section of these Terms. 7.4. If we do not receive all the Escrow Funds from all the relevant Escrow Participants by the long-stop date we shall return all the Escrow Funds we hold at that time to the Escrow Participants who funded them, in the same way as we would return funds to a Safe Swap user to the same source as the funds were received from. 8. ESCROW AGENT 8.1. Once all the Escrow Funds have been paid to us by each of the funding Escrow Participants: 8.1.1.We shall hold the Escrow Funds in Escrow; 8.1.2.The Escrow Funds will be held in a Safe Swap payment account, which will be a separate and segregated account with a bank that satisfies the standards that would be required for a bank account holding payment funds; 8.1.3.We will only deal with the Escrow Funds in accordance with the Escrow Release section of these Terms; 8.1.4.If there is any conflicting notices, claims, demands or instructions given by any of the Escrow Participants in relation to any part of the Escrow Funds, we shall not take any action in relation to the Escrow Funds until we have received clear instructions from all the Escrow Participants or we are directed by final order from an independent dispute resolution service, a court or tribunal of competent jurisdiction; 8.1.5.Agree that we will have no legal, beneficial, or other interest in the Escrow Funds, save as set out in these Terms. 8.2. The Escrow Participants unconditionally agree that any interest accrued or earned in relation to holding any of the Escrow Funds shall be held to the benefit of Safe Swap. 8.3. We may at any time reduce the long-stop date where we believe the arrangement to which the escrow relates carries a particular risk to Safe Swap as Escrow Agent as detailed below in the When we may refuse to act as Escrow Agent section of these Terms. 8.4. We may also in our absolute discretion increase the long-stop date upon the request and the agreement of all of the Escrow Participants. 9. ESCROW RELEASE 9.1. We will hold Escrow Funds in Escrow for all the Escrow Participants until we have either: received a valid notice from all of the Escrow Participants to release the Escrow Funds (a Release Notice); or, the specified long-step date for the Escrow has passed with no valid Release Notice having been provided. Terms and Conditions 9.2. A Release Notice shall authorise the release of the Escrow Funds by each of the Escrow Participants in accordance with the Escrow Instructions and/or any additional instruction contained within the Release Notice and shall be made by each of the Escrow Participants by either: 9.2.1.Completing and sending to us an escrow release instruction form in the form set out in the Safe Swap escrow appointment form (Escrow Instruction Form), which is available upon request from Safe Swap; or 9.2.2.Authorising the release of the Escrow Funds via our online portal. 9.3. The duly and properly completed Release Notices from all of the Escrow Participants shall constitute an irrevocable instruction to us to make the payment(s) from the Escrow Funds to the specified recipients in accordance with the Escrow Instructions and/or any additional instruction contained within the Release Notice. 9.4. We shall then make payments from the Escrow Funds to the nominated account of the Safe Swap user who is specified to receive Escrow Funds, in the same way as Safe Swap would make payment from your account. 9.5. If there is any balance of Escrow Funds after we have made all payments in accordance with the Release Notice the balance shall be returned to the Escrow Participants in the proportions they funded the Escrow Funds in the same way as we would return funds to a Safe Swap user to the same source as the funds were received from. 9.6. If we do not receive a duly completed Release Notices from all the Escrow Participants as specified above by the specified long-stop date, and no valid request has been received to extend the long-stop date - to which we have agreed - we shall return all the Escrow Funds we hold to the Escrow Participants who funded them, in the same way as we would return funds to a Safe Swap user to the same source as the funds were received from. 10. WHEN WE MAY REFUSE TO ACT AS ESCROW AGENT We may refuse to act or decline or revoke our appointment as Escrow Agent or delay the execution of any Release Notice to pay any or all of the Escrow Funds where we reasonably believe or have any suspicion that: 10.1. We may be in breach of any applicable law or face action from a regulator or other authority; 10.2. The transfer of the Escrow Funds may be linked to activity that breaches any applicable law, constitutes illegal activity or is in breach of any other agreements with Safe Swap; 10.3. A material event have happened with Jamaica’s banking or financial system that reasonably restricts or prevents us in executing any of the instructions, notwithstanding all reasonable attempts made by us to prevent such an occurrence; 10.4. We have a reasonable belief that any authentication on our secure customer portal has not been properly authorised or permitted or has been in any other way been intercepted or compromised; 10.5. We have reasonable knowledge or suspicion that any of the Escrow Participants are subject to a freezing order or any other sanctions; 10.6. The funding Escrow Participants have not provided the Escrow Funds in accordance with these Terms. 11. SERVICE LEVELS AND SUPPORT 11.1. We shall render all commercially reasonable efforts to provide technical support to assist you in using our Platform and the Services. The total amount of technical support provided by us shall be governed under the fair use principle. 11.2. We have no obligation to provide any support: 11.2.1. for anything other than our Services; 11.2.2. if you or a third party has altered or modified any portion of the Services; 11.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us; 11.2.4. to anyone other than you. Terms and Conditions 11.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service. 12. PROPRIETARY RIGHTS 12.1. You acknowledge and agree that we own all intellectual property rights in our Platform. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our Platform. 12.2. You confirm that you have all the rights in relation to our Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms. 13. WARRANTIES 13.1. While we make all efforts to maintain the accuracy of the information on our Platform, we provide the Services, Platform and all related content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing. 13.2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Platform, or electronic communications sent by us are free of viruses or other harmful components. 14. LIMITATION OF LIABILITY 14.1. We are not liable for the completeness, accuracy, or correctness of any information uploaded on our Platform and any related content. You expressly agree that your use of the services and our Platform is at your sole risk. 14.2. You agree not to use the services, our Platform and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the services, our Platform or any other website or software) for: 14.2.1. loss of profits, sales, business, or revenue; 14.2.2. business interruption; 14.2.3. loss of anticipated savings; 14.2.4. loss or corruption of data or information; 14.2.5. loss of business opportunity, goodwill, or reputation; or 14.2.6. any other indirect or consequential loss or damage. 14.3. Nothing in these Terms shall limit or exclude our liability for: 14.3.1. death or personal injury resulting from our negligence; 14.3.2. fraud; and/or 14.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability. 14.4. Our Platform is not intended to serve a record-keeping function, and we shall not be liable for any loss of data or content. 14.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. Terms and Conditions 15. INDEMNITY You agree to indemnify and hold us, our related, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors, and assigns harmless from and against all claims, losses, expenses, damages, and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default, or omission, whether in your use of our Platform, services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise. 16. OTHER IMPORTANT TERMS 16.1. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms. 16.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. 16.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms. 16.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us. 16.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 16.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 16.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the laws of Jamaica. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Kingston.