Let’s Connect.

Contact us to discover how we're transforming and reconnecting global trade ecosystems for a more seamless future.

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Terms & Conditions

1. Introduction

1.1. Purpose

This document sets forth the terms and conditions (“Terms”) for engagement with Illumina Global Ltd. (“Company”, “Service Provider”, We” or “Us”), a regulated Payment Intermediary Service Provider licensed by the Financial Services Commission in Mauritius under license number C119024102, whose registered address is Level 4 Office 1, IconEbene 1, Reduit Road, Cybercity, Ebene, Republic of Mauritius, and its company registration number is 167151.

These Terms apply to the services provided by us to you, the Client, including payment services, foreign exchange transactions, and related legal agreements or transactions between you and us including the Currency Services Agreement, the Offer letter for Correspondent Services (if relevant) or any other service agreement plus any annexes or Schedules which contains specific information on services and pricing applicable to your relationship with us, as offered during our negotiations.

These Terms form part of the Contract between you and use when you instruct us to perform for you, and we agree to perform, any of the Payments and/or transfer for you of those proceeds of foreign exchange services that may be ancillary to your Payments to which you are entitled to an account which you nominate.

1.2. Acceptance: Explanation that by accessing, using, or purchasing, the user agrees to the terms

By opening an Account and using our Services, you confirm your acceptance of, and agree to be bound by, these Terms. Any terms proposed by you that differ from these Terms will be rejected unless agreed in writing by us.

1.3. Definitions: Key terms used in the documentIn our Terms, the following words have the following meanings:

Acceptance: our acceptance of a Request which has been communicated to you, if you are instructing us online, when we send you a transaction summary or, if you are instructing us by phone, verbally by one of our team

Authorised Person: a living individual who is authorised by you and accepted by us to provide us with instructions on your behalf

Business Day: any day from 9 am to 4.30pm Monday to Friday excluding Bank Holidays and Public Holidays in Mauritius (please note that this is different to our office hours, details of which are published on our Website)

Claims: Any and all claims (contractual or otherwise), threatened claims, suits, taxes, penalties, charges, fines, liabilities, losses, damages, amounts paid in settlement, costs and expenses including but not limited to reasonable attorneys’ fees incurred in connection with any actual or threatened proceedings, suffered, incurred or expended, directly or indirectly, by a party in the widest sense

Client, also “You” or “Your”: The counterparty organization which is named in any service agreement and to whom the Offer Letter, if relevantContract the legally-binding covenant, documented in the countersigned Currency Services Agreement and, if relevant, the countersigned Offer Letter, both including any supporting Appendices, Annexes or Schedules, and these Terms.

Company, also “Service Provider”, “we”, “our” or “us”: Illumina Global Ltd., a company incorporated under the laws of Mauritius, duly licensed and regulated by the Mauritius Financial Services Commission as a Payments Intermediary Services license company

Correspondent Services: the services as described in the counter-signed Offer Letter

Currency Services Agreement: The Agreement between you and us for the performance of a Money Transfer you ask us to perform, which becomes legally binding once countersigned by you to indicate your acceptance

Effective Date: Date of the execution of the countersigned Currency Services Agreement and, if relevant, the countersigned Offer Letter

Money Transfer, also “Payment”: means a transfer of Funds to Your Nominated Account pursuant to your Request

Offer Letter: the letter from us to you offering Correspondent Services, which becomes a legally-binding Agreement once countersigned by you to indicate your acceptance

Our Nominated Account: the bank account that we nominate into which you must pay us any sums due to us relating to the Contract

Our Services: our Collections Account and payments intermediation services, comprising the provision of such Collections Account and/or performance of payment services, and, if relevant, the Correspondent Services as described in our Offer Letter, comprising Collections Account, Outbound Payments and Currency Exchange Services

Our Terms: these terms and conditions of business

Our Website: the website www.illuminaglobal.com (which is our main business and information website where you can use information or log-in to our online portal after you have registered with us)

Request: means your request for a Money Transfer communicated to us by instructing us online and then you confirm your order online or, if you are instructing us by letter signed by an Authorised Person, you confirm your order via email from an Authorised Person

Collections Accountant: account open for you at our Partner Institution, with your institution’s name featuring prominently among other required characters, where you can receive payments, opened for the sole purpose to receive funds for Payment Intermediation Services, including onward Money Transfer services. Note: We do not provide deposit accounts as we are not a bank

Partner Institution: any of our partner banks globally, which will be notified to you, from time to time, via the “SSI Letter”

Platform: our online banking platform through which your Authorised Persons can interact with us and deliver Requests for Money Transfers, deliver related compliance information, view transactional information, download activity statements and payment confirmations, and any other feature designed for you to manage your funds securely and efficiently.

SSI Letter: a letter from us to you wherein we notify you of the details and coordinates of your Collections Account, such as account number, account name, institution name and address, SWIFT/BIC Code, currency of account and any other pertinent details which will allow a sender of funds to you to instruct their bank to make a payment to you.

Value Date: the date on which the Money Transfer will be executed by us

“You” or “your”: See Client

Your Nominated Account: the bank account notified by you to us in advance into which we are to execute a Money Transfer, belonging to you or to any third party whom you instruct us to pay

All references in Our Terms (unless otherwise stated) (a) to a person or persons shall include any natural person, company, firm, partnership, trust, public body or other organisation; (b) to “clauses” are to clauses of Our Terms; (c) to any legislation (including statutes, statutory instruments, statutory provisions or regulations) shall include them as amended or re-enacted from time to time; and (d) words or phrases denoted in the singular shall include the plural and vice versa.

All headings used in Our Terms are for ease of reference only and shall not affect the interpretation of Our Terms.

2. Eligibility

The services described in any Agreement and Offer Letter can only be used by you, the Client, further to successful onboarding by us and until such time as this contract is terminated by either party.

We have no responsibility to and will not perform Our Services for any person or corporate client other than yourself under the Contract.

The persons signing this agreement must be over 18 (eighteen) years of age, not suffering from any legal disability or impairment (such as: interdiction or incapacitation) which may affect their capacity to enter into the Contract, and must be legally authorised persons capable of binding your Company to the terms and conditions herewith, as required in terms of law.

3. Provision of Information, Compliance and Mutual Co-operation Client Responsibilities

The Client agrees to promptly provide all information requested by the Company to establish and maintain their account, execute transactions, and comply with legal obligations, including AML/CFT regulations. This includes identifying the Client, beneficial owners, and authorised representatives.

The Client is solely responsible for fulfilling regulatory obligations in connection with its business operations under this Agreement, including compliance with anti-money laundering, terrorism financing, and other applicable laws. The Client must also obtain any required consents from its end customers under relevant data protection laws.

The Client warrants that all information provided is true, accurate, and complete and must promptly notify the Company of any changes. Failure to provide timely information may result in suspension or rejection of services until compliance is achieved.

Service Provider Responsibilities

The Service Provider may, at its discretion, conduct checks on transactions initiated by the Client to ensure compliance with applicable laws.

Mutual Compliance Obligations

Both Parties agree to:

  • Conduct their business in compliance with applicable laws, including those related to currency exchange, fraud, money laundering, bribery, corruption, and terrorism financing.
  • Cooperate on issues relating to financial crime prevention and promptly inform the other Party of any actual or suspected criminal or suspicious activity.

Provision of Information

Upon request, each Party must provide information to enable the other Party to conduct due diligence, including but not limited to:

  • Corporate structure, ownership, and management details.
  • Financial status and ongoing business viability.
  • Compliance policies and procedures.
  • Details of end customers, business relationships, and underlying transactions.

Each Party warrants that information provided is complete, accurate, and reliable. Any changes that may affect compliance, permits, or registrations must be communicated promptly.

Indemnification

Each Party indemnifies the other against third-party claims arising from a breach of their legal or regulatory obligations.

Cooperation with Authorities

Both Parties will cooperate with investigations, audits, or proceedings initiated by authorities or courts. Each Party bears its own costs, except where one Party is found to have materially breached legal obligations, in which case it covers the cooperating Party’s costs.

Nomination of Compliance Contacts

Each Party shall appoint compliance contacts listed in the Agreement or its annexes and promptly notify the other Party of any changes.

Confidentiality and Data Accuracy

The Customer indemnifies the Company against losses or claims arising from inaccurate or incomplete information. The Company relies on the information provided unless notified otherwise.

4. Access to Platform

Illumina Global Ltd., at its sole discretion, may grant the Client access to the Platform for the purpose of entering into Transactions. This decision will be based on the volume of the Client’s annual transactions. Illumina Global Ltd. reserves the right to block or restrict the Client’s access to the Platform if no Transactions have been executed for a consecutive period of twelve (12) months. Illumina Global Ltd. is under no obligation to provide reasons for such access restrictions.

Access to the Platform is personal and exclusive to the Client. The Client is responsible for maintaining the confidentiality and security of their login details to prevent unauthorised third-party access. If the Client becomes aware of any unauthorised access to the Platform through their Account, or any loss, theft, or misuse of payment instruments, the Client must immediately notify Illumina Global Ltd. via telephone or email to block such access.

Illumina Global Ltd. may block the Client’s access to the Platform if it suspects that (i) the security or integrity of the Platform or the Account is compromised, or (ii) there is misuse of the Platform or the Account, including but not limited to fraudulent activities.

The Client agrees not to upload any content, software, files, information, or data onto the Platform for purposes other than executing Transactions in accordance with the Terms and the Agreements.

Disruptions or inaccessibility of the Platform may occur due to necessary or regular maintenance, servicing, or updates. Choice reserves the right to undertake such activities at its discretion. The Client acknowledges and agrees to accept these disruptions and limitations.

Illumina Global Ltd. cannot guarantee the continuous availability of the Platform. Illumina Global Ltd. provides no assurance that the Platform will be available without interruptions, errors, or flaws. For the avoidance of doubt, Illumina Global Ltd. excludes liability for any damages or losses arising from such errors, non-functionality, or non-availability, except where such damages or losses result from Illumina Global Ltd. willful misconduct or gross negligence.

The Client agrees (i) not to send automated queries via the Platform; (ii) not to access without authorisation, interfere with, damage, or disrupt (aa) any part of the Platform, (bb) any network on which the Platform is stored, (cc) any software used in providing the Platform, or (dd) any equipment or network owned or used by third parties; (iii) to use the Platform only for lawful purposes; (iv) not to use the Platform (aa) in any way that breaches Applicable Law, (bb) unlawfully or fraudulently, or (cc) to transmit or introduce any Malware, including viruses, Trojans, worms, or other harmful programs, designed to damage or adversely affect the Platform or other software or hardware.

5. Conduct of Business

5.1 Unless otherwise agreed, Illumina Global Ltd. will use reasonable efforts to ensure that its Counterparties settle each Transaction within 48 hours after Illumina Global Ltd. has confirmed the Order from the Client in accordance with Sections 5.1 and 5.2. Illumina Global Ltd. does not guarantee same-day settlement of Transactions unless expressly agreed by the Parties.

5.2 All data and information provided by Illumina Global Ltd. to the Client or made available through the Platform shall be treated as confidential by the Client and shall not be redistributed to any other person for commercial or any other purposes.

5.3 The Client undertakes, represents, and warrants to Illumina Global Ltd. that (i) it acts as principal in respect of any Order or Transaction and is not acting as an agent or intermediary, and has full power, authority, and legal capacity to enter into these Terms, the Agreement, and every Order executed thereunder; (ii) the Client is the beneficial owner of any funds transferred to the Account(s) held with Illumina Global Ltd. and acknowledges that the Client may not use the Account(s) to hold third-party funds without valid authorisation from the relevant third party and written agreement from Illumina Global Ltd.. The Client shall not create any form of encumbrance, trust, or interest in respect of the Account except as stated in the Terms; (iii) the Client has the capacity and authority to execute and deliver the Agreements and Transactions, comply with and be bound by the Terms, and make any Orders involving the funds in the Account; (iv) the Client has obtained all governmental or other authorisations and consents required in connection with the Terms, the Agreements, or Transactions, and such authorisations and consents are in full force and effect; (v) the Terms, the Agreements, and the Transactions shall be enforceable in full against the Client; and (vi) the execution, delivery, and performance of the Terms, the Agreements, and Transactions will not conflict with or result in a breach of any law, rule, or governing instrument applicable to the Client, or any agreement by which the Client is bound.

5.4 Illumina Global Ltd. reserves the right to onboard the Client with its related companies, including Clarency Singapore Pte Ltd, regulated by the Monetary Authority of Singapore, and Swapforex Limited, regulated by the Financial Conduct Authority in Great Britain. Illumina Global Ltd. is authorised to transfer any and all information it collects on the Client to these related companies for the purpose of opening a payment account on behalf of the Client to execute transactions as outlined in this legal agreement. The Client agrees that all conditions set forth in this legal agreement will also apply to the account opened with the aforementioned legal entities. Illumina Global Ltd. will inform the Client if it decides to onboard the Client with any of its related companies.

6. Payments, Fees and Charges

Details of the fees charged by Illumina Global Ltd. for the provision of services (“Fees”) are available from Illumina Global Ltd. if requested by the Customer.

Illumina Global Ltd.

reserves the right to modify its Fees at any time. Any Fee changes will be communicated to the Customer. If any Fee increase exceeds 5%, the Customer may terminate the Agreement within one (1) month of receiving notice, provided they give written notice. However, termination does not absolve the Customer of fees incurred before termination.

All Fees and payments owed by the Customer under this Agreement are due immediately upon issuance of an invoice. The Customer must pay such amounts by the next Business Day, unless otherwise agreed in writing by Illumina Global Ltd..

Illumina Global Ltd.

will only accept payments for Fees from a bank account in the Customer's name and not from third-party accounts. Payments may be made in arrears or in advance, depending on the arrangement.

All payments to Illumina Global Ltd. must be made in full, free from set-off, counterclaims, or deductions. If the Customer is legally required to make a deduction, they must increase the payment amount to ensure that Illumina Global Ltd. receives the full amount as originally invoiced. The Customer shall indemnify Illumina Global Ltd. for any third-party charges or payments related to the transaction.

Illumina Global Ltd. may charge additional Fees for services such as urgent transfers, auditor’s reports, or any other supplementary services requested by the Customer. The Customer will be informed of these Fees before the service is rendered.

The Customer shall indemnify Illumina Global Ltd. for any costs, losses, or expenses incurred as a result of the Customer’s late payment or failure to meet their obligations. These may include but are not limited to interest, legal fees, and debt collection costs.

While the Customer owes any monies to Illumina Global Ltd., they are not permitted to withdraw funds or assets held by Choice without written consent. Illumina Global Ltd. reserves the right to withhold funds until all obligations are fully settled.

Without prejudice to any other rights under this Agreement, Illumina Global Ltd. has the right to set off any amounts owed to it by the Customer against the cash balances or assets held in the Customer's account. Illumina Global Ltd. may also consolidate multiple Customer accounts to satisfy outstanding debts. If the receiving Party does not refund such overpayment within the timeframe provided elsewhere in the Terms or Agreement, the other Party may at any time, with or without notice to the receiving Party satisfy or partially offset any liability the receiving Party has to the transferring Party under this Agreement or otherwise against funds that the transferring Party may hold on the receiving Party’s behalf pursuant to the Agreement.

Each Party agrees to pay the other Party for its services as outlined in this Agreement. The operational mechanism and settlement procedure is set out in Schedule 1 of the Currency Services Agreement (Operational Process). The parties agree that any fees pertaining to transactions will be included in the agreed RATE OF EXCHANGE quoted and accepted, unless otherwise agreed at the time of the transaction. Each Party agrees to take full responsibility for any bank charges applicable to its role under the Agreement which it may incur while undertaking transactions.

Fees shall be accounted for in the settlement process. No further invoices shall be sent to either Party.

Parties agree that if any funds are transferred to a Party in excess of the agreed amount or the agreed price of currencies in each instruction, these will be considered an overpayment. Upon due notification and instructions from the transferring Party, the receiving Party will be obliged to refund the excess amount to Service Provider within seven (7) days of the notification of the overpayment.

7. Money Transfer

We will only provide you with any information that we are required by law concerning any single payment transaction we perform for you in an easily accessible manner so as to properly comply with our obligations.

Consent to carry out a Money Transfer

  • We will only accept an instruction to perform a Money Transfer which is given to us in writing or via our Platform. Your instruction in writing, including all the details we require (such as Your Nominated Account), to perform a Money Transfer will be treated by us as your consent and authorisation for us to perform that Money Transfer.
  • Further information and explanation about the steps you need to take to authorise us to perform a Money Transfer for you will be given to you when you ask us to perform a transaction for you. This information can be found on Our Website.

Withdrawal of consent to carry out a Money Transfer

Where you have authorised us to perform a Money Transfer, we will go ahead with that Money Transfer unless:

  • you provide us with clear instruction to no longer proceed with that Money Transfer by notice in writing received by us not later than the end of the last Business Day before the day that Money Transfer was due to take place; or
  • we agree in writing with you that we will not do so.For the avoidance of doubt, if the instructions in your notice are unclear, we will not treat your consent to the Money Transfer as being withdrawn and we will proceed with the Money Transfer. For the purposes of clause 14.3.1 (a) “not later than the end of the last Business Day” means not later than 4.30pm on that Business Day.

Where, in accordance with clause 14.3.1, you instruct us in writing that you no longer wish us to carry out a Money Transfer or we agree in writing with you that we will not do so (each a “Cancellation”), and you do not give us instructions in writing to carry out an alternative Money Transfer for you within 10 (ten) days of a Cancellation, we reserve the right to treat the Contract as terminated by you and the provisions of clause 8.6 will apply.

Unauthorised Money Transfer

We may be liable to you where we perform a Money Transfer for you that you did not authorise us to perform.

Where you believe we may have performed such a Money Transfer, you should immediately notify us so that we can immediately investigate the matter.

You will not be entitled to a refund:

  • if you do not inform us by notice in writing without undue delay (and in any event not later than 3 months after the debit date as stated above) on your becoming aware that an unauthorised Money Transfer may have occurred; or
  • if the Money Transfer was authorised by you.

Failure to perform or incorrect performance of a Money Transfer

We may be liable to you where we fail to perform or incorrectly perform anyMoney Transfer that you authorised us to perform.

Where you believe we may have failed to perform or incorrectly performed such a Money Transfer, you should let us know without undue delay on becoming aware of such incorrectly executed payment transaction and in any event no later than 3 months after the debit date, provided that we have made available to you the information on that payment transaction as required in terms of any applicable rules or legislation)  and, if you request, we will make immediate efforts to investigate the matter and let you know the outcome of our investigation.

Subject to clauses 14.5.4 and 14.5.5, where we have failed to perform or incorrectly performed such a Money Transfer, we will, without undue delay, investigate and try to correct errors to re-route any incorrect transactions.

You will not be entitled to the remedy mentioned in clause 14.5.3:

  • if you do not inform us by notice in writing without undue delay (and in any event not later than 3 months after the date on which the incorrect Money Transfer was performed) on your becoming aware that that an incorrect Money Transfer or failure by us, to perform a Money Transfer authorised by you, may have occurred; or
  • where we are able to show that the authorised amount was received at the appropriate time by the person to whom you instructed us to send the Traded Funds; or
  • if the failure to perform or incorrect performance was due to you or any Authorised Person providing us with incomplete or incorrect information or was otherwise due to your fault or the fault of any Authorised Person.

We will have no liability to you for failure to perform or incorrect performance of a Money transfer where the reason for this was our refusal to proceed with that Money Transfer or any part of it based on regulatory provisions that may apply.

Refusal to perform a Money Transfer

We may refuse to perform a Money Transfer as any time for any justifiable reason Justifiable reason shall include reasons related to the security of the transaction, regulatory requirements or in the case where we believe that you may be unable to fulfil your obligations of payment.In those cases where we refuse to perform a Money Transfer:

  • we will inform you accordingly unless we are prohibited from doing so in terms of any applicable laws;if possible, we will let you know our reasons for our refusal; and
  • if the refusal is due to any factual errors, we will inform you accordingly and let you know how to rectify such errors, unless we are prohibited from doing so by relevant national legislation.

Limitation of liability for a Money Transfer

Our total liability to you in connection with a Money Transfer is limited to the full amount of the Money Transfer together with any charges which you may be responsible for as well as any amount to compensate damages and/or losses as specified in Clause 6.11.4 which you may be required to pay as a consequence of any non-performance or incorrect performance by us of the Money Transfer.

We will not be liable to you where this is due to abnormal and unforeseeable consequences beyond our control, the consequences of which would have been unavoidable despite all efforts by us to the contrary or where this is due to other obligations imposed on us under other provisions of national law.

Additional Information relating to a Money Transfer

If you ask us to provide you with any information or materials which we are not required to provide you by law, we may ask you to pay us a fee for such additional or more frequent information required to cover our costs of providing them to you. If you do ask us to do this, then we will advise you of any fee that may apply.

8. Complaints

We value all our customers and take our obligations seriously. We have established internal procedures for investigating any complaint that may be made against us in relation to any Money Transfer or other Service. In accordance with our complaints procedure, any complaint you may make must be made or confirmed to us in writing by sending an email to Luis.Koberg@IlluminaGlobal.com or by writing to: Illumina Global Ltd., at the contact details given to you.

9. Your Responsibility to Us

Registration

Before we can execute any of Our Services for you, you must mandatorily register with us. In order to complete your registration, you must provide us with all the details we require from you, including details relating to your identity and proof of residential address, company details, if applicable, and any other information we may require from you to enable us to complete our anti-money laundering process. If you do not use Our Services for 12 (twelve)months, you may need to re-register with us.

Conformity with Our Legal requirements, including Financial CrimePrevention

You will promptly supply us with all information and documentation which we may ask you for at any time to enable us to comply with any legal requirements relating to Our Services, including requirements that may beset by any governmental or regulatory body in Mauritius which authorises us to perform Our Services.

Non-use of Our Services

Our services are only designed to provide Payment Intermediation ServicesYou must not use any of Our Services for (a) any speculative purposes, or (b) to try to profit from exchange rate fluctuations. We do not provide investment services or activities designed for speculation.

Password

It is your responsibility to keep safe any password you may use enabling you to access any part of Our Website or our Platform, validate your identity, authenticate transactions or to use any of Our Services. Access to protected portions of our Platform will be possible for You only through use of a valid username and password. If You choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity nor provide any other person with access to Our Website or Platform, or portions of it. You may not use or attempt to use any username or password for any unauthorised purpose. You agree to notify us immediately of any unauthorised access to or use of You username or password or any other security breach. You are responsible for any and all actions taken under Your username and password. We have theright to disable any username, password, or other identifier at any time in our sole absolute discretion for any or no reason, including if, in our opinion, You have violated any provision of Our Terms.

Information

You are responsible for the completeness and accuracy of all information you provide to us at any time, including any information in your Request and Your Nominated Account details. You must always provide us with instructions, and make sure any Authorised Person provides us with instructions, in the English language at all times. If, at any time, you ask us to communicate with any other person about a Money Transfer, we will not be liable to you for any disclosure of any information we make to that person concerning that Money Transfer and we are entitled to rely on and to treat any information disclosed to us by such person as complete and accurate in all respects. You must keep your contact information up-to-date at all times and available should we need to contact you. You will notify us as soon as you become aware of any error in any details you have provided to us or any error in connection with a Money Transfer. You will also notify us immediately if any of the circumstances listed in clause 8.2.6 (which relate to your ability to pay us for Our Services) occur. You undertake to provide us with any and all information which may affect our decision whether or not to provide you with Our Services or to continue to do so.

Capacity

The Contract is exclusive to you, and you are acting as a corporate client. We have no responsibility to and will not perform Our Services for any person or corporate client other than yourself under the Contract. The persons signing this agreement must be over 18 (eighteen) years of age, not suffering from any legal disability or impairment (such as: interdiction or incapacitation) which may affect their capacity to enter into the Contract, and must be legally authorised persons capable of binding your Company to the terms and conditions herewith, as required in terms of law.

Local Law

We are based in and operate our business out of Mauritius and will provide services in accordance with the laws of Mauritius. We are not responsible for compliance with any other local law. If you are accessing Our Website from outside Mauritius, you must instruct yourself on any and all relevant local law requirements.

Authorisation

You may authorise several persons to provide us with instructions on your behalf (as mandatory or attorney). In these circumstances, we will treat the instructions of the said Authorised Persons as if they came from you, and you will retain responsibility for the instruction given.

Fraud or Fraudulent Activity

You shall be liable to us for all losses which we suffer or incur as a result of orin relation to any fraud or fraudulent activity conducted by you at any time.

10. Our Responsibility to You

We shall provide Our Services at all times in accordance with Our Terms.

In relation to a Request for Money Transfer, we will:

  • Tell you when the Value Date will be, subject to cut off times, bank holidays (in Mauritius and overseas) and correspondent bank’s own arrangements;
  • Use the contact information you provide us with to contact you, including to verify any transaction, to check your identity if and when required.
  • In relation to a Money Transfer that we have accepted  to perform for you, (subject to any provisions in any law, regulations, compliance procedures or rules affecting the time lines for performance of any Money Transfer) we will perform such service only if we are in receipt of your payment instructions and underlying compliance data by the Value Date and time we specify on Clause 4.2 hereto, or as soon as practicable after the Value Date (or, if the Value Date is not a Business Day, as soon as practicable after the first Business Day following the Value Date)

You should be aware that it can take more than 5 (five) Business Days for funds to clear, depending on one’s local banking arrangements.

We shall not be obliged to:
  • provide any of Our Services to you unless or until you have met the requirements of clauses 6.1 (Registration), 6.2 (Conformity with our Legal requirements, including Anti-Money Laundering), 6.3(Speculation), 6.4 Password and Security, 6.5 (Information) and 6.6 (Signing Capacity) of Our Terms;
  • perform the Money Transfer until we are in receipt of cleared funds from you;
  • proceed with any Trade having a value higher than any transaction limit which we may impose from time to time, including but not limited to asa result of any legal or regulatory requirement;
Settlement of liabilities and deductions;
  • We may use any sum which we receive from you at any time to settle any of the agreed fees as specified under Annex 1, Table 1 hereunder; and/or
  • Where you are required by the law of any country, territory or state (for example, for tax withholding reasons) to make any deduction from any amount that we receive from you into your Collections Account, we shall make such a deduction. The amount we deduct will be no more than the amount of the stated legal obligation.
Client Money
  • With the exception of the amount used to pay our fees as specified under Annex 1, Table 1 hereunder, we will hold all sums which you pay to us as client money and either keep that money in a pooled client bank account or use money from that pooled bank account solely for performing our Collections Account and  Payment Intermediation services that we are obliged to perform for our clients.
  • We are entitled to deduct our fees as specified under Annex 1, Table 1 hereunder from the sums we receive from you. Such Fees shall not constitute part of the money we hold on trust for you. We may make deductions from and take sums directly from the pooled client bank account to settle of our  charges as specified under Annex 1, Table 1 hereunder or to settle any legal obligation arising from Our Services to you if required and solely if pursuant to the conditions stated on clause 7.3.2 above.

11. Conclusion of Agreements and Orders

An Order submitted by the Customer is binding on Illumina Global Ltd. only when confirmed in writing via the Platform or by email. Choice has absolute discretion to accept or reject any Order without providing a reason and is not liable for any resulting loss.

Orders submitted through the Platform or otherwise are valid only upon confirmation by Illumina Global Ltd.. The Customer must review confirmations and report errors within fifteen (15) minutes. Failure to do so makes the Customer responsible for any losses arising from errors.

Illumina Global Ltd. reserves the right to amend or cancel Orders if errors are detected and may charge a fee for such amendments.

Quotes and financial information provided by Illumina Global Ltd. are indicative only. The terms become binding only once confirmed by both parties.

12. Payment Services

The execution of any transaction entered into between Illumina Global Ltd. and the Client pursuant to an Order issued by the Client and confirmed by Illumina Global Ltd. in accordance with Section 7 (“Transaction”) involving either (i) making a payment on behalf of the Client in a particular currency to any party designated by the Client; or (ii) allowing the Client to receive a payment from a party in a particular currency (“Payment Transactions”) is subject to the rules, regulations, and market practices of both the jurisdiction in which the payment is made and the jurisdiction in which the payment is received.

If the Customer places an Order for a Payment Transaction to be executed on a specific date (the “Agreed Day”), the Order is deemed irrevocable as of that day, even if prior confirmation was provided. If the Agreed Day is not any day (excluding Saturday and Sunday) when the banks of Mauritius are normally open for business (“Business Day”), the Order is considered received on the next Business Day.

Illumina Global Ltd. may process payments through third-party payment service providers or other financial institutions as necessary for the completion of the transaction. Choice is not liable for any delays or issues caused by these third parties unless such delays are a result of Choice’s gross negligence or willful misconduct.

Applicable laws prohibit Illumina Global Ltd. from engaging in business with certain individuals or countries. Illumina Global Ltd. is required to screen all transactions against sanctions lists from relevant authorities, including the US Treasury Department’s Office of Foreign Assets Control (OFAC) and the European Union.

Illumina Global Ltd. reserves the right to reject any Order at its discretion, without obligation to provide a reason. In addition to this General Agreement of Terms (“Terms”), each Request is a solicitation by you to purchase some of Our Services. We may, in our sole absolute discretion, refuse to proceed with a Request for a Money Transfer at any time.

An ancillary Contract covering the Money Transfer will be formed and come into effect upon Acceptance by us of any Request and each such Contract will incorporate Our Terms.

This Ancillary Contract stipulated under clause 5 will expire automatically upon completion by us of the Money Transfer, however, the General Agreement of Terms (“Terms”) will survive as an ongoing agreement. We may terminate the Ancillary Contract immediately where you fail to provide us with:

  • any covering amount due, relating to any Money Transfer by the due date and time;
  • any further compliance or due diligence documentation requested by us from you within a reasonable time frame;

We may, in our absolute discretion, accept an instruction from you to alter a Request for Money Transfer at any time after Acceptance. Where we accept your instruction, we will inform you and treat your instruction as a cancellation of the Money Transfer and its related Ancillary Contract. You will be asked to make arrangements with us for a new Request for MoneyTransfer. Once we have accepted the new Request for Money Transfer, this shall constitute a new Ancillary Contract. We may charge an administration fee for this service.

If the balance in the Customer’s account is deemed insufficient to cover the Order amount, associated fees, taxes, and third-party charges, Illumina Global Ltd. may require the Customer to deposit additional funds before executing the Order. Confirmation of an Order is contingent upon the Customer meeting these requirements in a timely manner.

There are different types of Orders, and there is no guarantee that Orders will be executed at the specified price or amount unless expressly confirmed in writing by Illumina Global Ltd..

Illumina Global Ltd. reserves the right to void or correct any Order that contains an error in price, exchange rate, or other terms that is deemed manifestly incorrect, and where the Customer ought to have known of the error. Illumina Global Ltd. will not be liable for any loss resulting from the correction or voiding of such Orders.

The Customer is responsible for any losses resulting from delays, errors, or omissions in their instructions, including failure to provide timely Order instructions or funds. The Customer shall notify Illumina Global Ltd. immediately of any errors.

Illumina Global Ltd. is not responsible for any delays or issues caused by third-party banks or other financial institutions in executing transactions.

All Orders placed by the Customer are irrevocable once submitted, without prejudice to any right Illumina Global Ltd. may have to cancel or amend such Orders.

You should be aware that financial institutions have fixed cut-off times for the receipt and dispatch of electronic payments. We are not responsible for and shall have no liability for any delay in or failure of any Money Transfer which results from a late arrival of funds and/or from late receipt of instructions and/or from any compliance-related delay, as a result of our fixed cut-off times.

Our fixed cut-off times are Monday through Friday, from 10 am to 6 pm Mauritius Time, weekends and Mauritius Bank Holidays excepted, for receipt of Requests related to Money Transfers for same-day presentation to our Partner Institution, with the intention of same-day value execution by the said Partner Institution.

However, same-day execution by our Partner Institution is not guaranteed even if a Request is presented in complete form and timeously. Any delays affecting such a Request’s execution shall be subject to the exclusions of liability as per the first paragraph of the present clause.  

13. Risk Acknowledgment

The Customer acknowledges that Illumina Global Ltd. does not provide currency or foreign exchange services for speculative purposes, nor does it provide investment advice. While Illumina Global Ltd. may provide information about currency exchange rates, it is the Customer’s sole responsibility to assess the merits of any transaction.

Although we may provide you with market information should you ask us to do so, this is not for speculative purposes and we do not provide advice (whether to proceed with, or not proceed with or in respect of the timing of any Money Transfer) and you should not treat any information we provide to you as advice. It is entirely for you to decide whether to make a Request, and entirely for you to decide whether or not a Request, a particular Payment, and your instructions to us, are suitable for you and your circumstances.

The Customer agrees that Illumina Global Ltd. has not and will not make any representations, guarantees, or undertakings regarding profits or the prevention of losses.

The execution of transactions by Illumina Global Ltd. is at the Customer’s risk. While Illumina Global Ltd. will perform its obligations to the best of its ability, all obligations are obligations of effort, not result, and Choice does not guarantee any specific outcomes.

The Customer acknowledges that Illumina Global Ltd. may use third-party counterparties ("Counterparties") to execute transactions. If a Counterparty becomes insolvent or otherwise fails to fulfill its obligations, Illumina Global Ltd. is not liable for any resulting losses or consequences affecting the Customer’s funds.

14. Interest Waiver

14.1 The Client acknowledges that, as a general rule, any funds held by Illumina Global Ltd., whether in a trust account or otherwise, may be commingled with funds from other clients of Illumina Global Ltd., in accordance with applicable laws. Due to the commingling and fluctuations in the value of such funds, it is administratively challenging and economically inefficient to allocate interest on an individual basis.

14.2 The Client agrees to waive and relinquish any entitlement to interest accruing on their share of funds in the trust account. This waiver is a condition for Illumina Global Ltd. acceptance of the Client. By opening an Account with Illumina Global Ltd. or using its Services, the Client is deemed to agree to this waiver. Illumina Global Ltd. may, at its discretion, allocate a portion of any actual interest received to the Client as it deems appropriate.

15. General Lien

All property of the Client in the possession of Illumina Global Ltd., including but not limited to funds in the Account, shall be subject to a general lien in favour of Illumina Global Ltd.. This lien allows Illumina Global Ltd. to sell or dispose of such property at any time to satisfy any amounts or obligations owed by the Client, whether actual or contingent, and in any currency.

16. Intellectual Property

All information, text, images, graphics, logos, designs, icons, systems, advertisements, data, titles, intellectual property rights, and other content or information provided on our Website or the Platform (“Content”) are owned by Illumina Global Ltd., its group companies, Counterparties, and/or other third parties. Subject to compliance with the Terms, the Agreements, and unless otherwise specified by Illumina Global Ltd., Illumina Global Ltd. grants the Client a non-exclusive, non-transferable, terminable license to access and use the Platform solely for its intended purposes. The Client acknowledges and agrees that duplicating, adapting, modifying, commercially distributing, publishing, displaying, downloading, transferring, licensing, or selling any Content obtained from the Platform is strictly prohibited, except as expressly permitted by Illumina Global Ltd..

The Company is not responsible for the content on third-party websites or electronic systems to which it may refer, whether through direct links or otherwise. Such referrals are provided solely for the Client’s convenience. The Client acknowledges that The Company is not liable for any inaccessibility or non-functionality of third parties’ websites or systems, including those of Counterparties. The existence of any link to any other website does not constitute an endorsement of or an association by us with any such website or any person operating any such website. Any reliance on any content, policies or services of any such person/s or website/s are at your sole risk. Any queries, concerns or complaints concerning such websites should not be made to us and should be directed to the responsible person/s.

17. Privacy Policy, Personal Data, Confidentiality & Disclosure of Information

We respect the privacy of the affairs of all our customers and always aim to treat customer information as confidential. Furthermore, we undertake to use customer information only for the purposes of abiding by obligations under this Contract and to the extent necessary for such purpose.

We undertake to process personal data when this is necessary to safeguard the prevention, investigation and detection of payment fraud. The processing of such personal data shall be carried out in terms of existing legislation in Mauritius. Details concerning how we collect and use your information, how we share your information and the steps we take to protect your information are in accordance with the Data Protection Act 2017 of Mauritius and are set out in our Privacy Policy. We summarise below how we collect and use your information.

Before registering with us you should read our Privacy Policy, which can be found on Our Website. When you register with us or when you ask us to provide you with any of our products or services, you agree that we may handle your information in accordance with our Privacy Policy.

We collect information about you when you:
  • register with us;
  • ask us to provide you with any of our products or services;
  • speak with us over the telephone;• write to us; and
  • visit our website;

This may include personal information about you (such as your home address, email address or telephone number).

We will not treat customer information as confidential where:
  • it is already public knowledge or where it becomes public knowledge through no fault of our own;

We may use your information to supply you with our products and services and may share your information with others:

  • to enable us to provide you with our products and services;
  • to meet our contractual obligations to you;
  • to comply with any statutory, legal or regulatory requirement; and
  • where you ask us to do so

We may disclose your Information if we are required to do so by law, by a court order, to meet any statutory, legal or regulatory requirement on us, or by the police or any other law enforcement agency in connection with the prevention or detection of crime or to help combat fraud or money laundering.

In the event that we need to share your Information with any Third Party located at or operating outside of Mauritius, we will take reasonable steps to ensure that the overseas recipient provides a standard of protection to the Information so transferred that is comparable to the protection provided in Mauritius.

We may monitor and record any telephone discussions we have with you and use any transcripts of them, for example so we can be sure of our obligations to you, in order to prevent or detect any money laundering or any other crime, or for training purposes. Any such recordings may be destroyed by us, subject to any regulatory requirements, at our own discretion and in accordance with our practices and procedures. The parties agree that such recordings can be used in connection with any dispute or proceedings that may arise involving you or us. We undertake to divulge any recordings or transcripts as defined above only as may be directed to us from time to time by a competent authority or court that has jurisdiction over us.

The Parties shall promptly inform each other without undue delay of any actual or suspected breach of the Data Protection Laws.All communications containing personal data shall only be conducted through the communication channels designated by the parties for this purpose.

18.  Limitation of Liability

General Liability Exclusions

The Company (including its officers, directors, employees, agents, affiliates, and successors) shall not be liable for any losses or damages you incur arising from:

  • Your breach of provisions regarding Registration, Legal Requirements (including Anti-Money Laundering compliance), Speculation, Password and Security, Information, or Personal Capacity.
  • Termination of the Contract as outlined in the Terms.
  • Fluctuations in exchange rates.
  • Failure to provide any required amounts by the specified due date and time.oActs or omissions by you or any authorized person in violation of this Agreement.

The Company is not liable for any loss or damage caused to any third party and shall only be liable to you for direct losses or damages caused by the Company.

Exclusions of Indirect and Consequential Losses

The Company shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to:

  • Loss of data, profits, revenue, turnover, sales, production, anticipated savings, goodwill, business opportunities, or contracts.
  • Business interruptions or other financial losses, even if advised of the possibility of such damages.

Liability is limited to direct financial losses or damages to you or your property that a court in Mauritius would consider compensable under the law.

Cap on Liability

The Company’s maximum aggregate liability to you for any claim, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to the Company for services during the financial year in which the claim is made.

Any liability for damages shall be capped at $250 unless explicitly agreed otherwise.

Force Majeure

Neither party shall be liable for any failure or delay caused by events beyond their reasonable control, including strikes, industrial action, power outages, equipment failures, or natural disasters. Each party must take reasonable measures, including implementing business continuity and disaster recovery plans, to mitigate such risks.Indemnification

You agree to indemnify and hold the Company and its Representatives harmless from any claims, losses, costs, expenses, or damages arising from:

  • Acts or omissions by anyone accessing your account, authorised or not.oInaccurate or incomplete information provided by you.
  • Breaches or non-performance of your obligations under the Terms.
  • Misuse of the Platform or infringement of third-party intellectual property rights.Intellectual Property and Third-Party Claims9. Each party indemnifies the other against claims arising from:
  • Infringement of third-party intellectual property rights due to services provided under this Agreement.oBreach, failure, or delay in performance due to gross negligence, wilful misconduct, or fraud.

Notification of Claims

You must notify the Company in writing of any losses or damages related to the services within fourteen (14) days of becoming aware or reasonably expected to become aware of the issue. Failure to notify within this period will result in ineligibility for compensation.

Unrestricted Liabilities

Nothing in this Agreement shall exclude or limit liability for:

  • Fraud or fraudulent misrepresentation.
  • Wilful misconduct or gross negligence.
  • Death or personal injury caused by negligence.
  • Breach of obligations under clauses related to Compliance, Confidentiality, and Data Protection.
  • Any other liability that cannot be excluded or limited under applicable law.

19. Termination

The Agreement shall commence on the Effective Date.

Suspension or Termination by the Company

The Company may suspend or terminate any Transactions, Agreements, or the entire Contract immediately, with or without notice and without incurring liability, based on the following grounds:

  • As required by applicable statutory or regulatory provisions.
  • When performance becomes illegal or impossible.
  • When performance cannot reasonably be expected.
  • In the event of Force Majeure.
  • In the case of an "Event of Default," which includes:
    • Failure to make payments when due.
    • Breach of Agreement terms or obligations.
    • Death or incapacity of an individual Client.
    • Insolvency proceedings or similar actions against the Client.
    • Legal prohibitions affecting the Agreement or business operations.

The Client must promptly notify the Company upon becoming aware of any event that could constitute an Event of Default.

Termination by Either Party

Termination notice – which one?

  • Either Party may terminate an Agreement with one (1) month's written notice. Any unperformed Transactions will also terminate on the effective date of termination unless otherwise agreed.
  • From CSA 11.2 Each party may terminate this Agreement at any time by giving one (1) months prior written notice to the other party.
  • 12.2 If the Client wishes to terminate an Agreement, they must provide written notice by post or email to Choice, specifying (i) the Agreement being terminated; (ii) the desired termination date; and (iii) instructions for handling the Account balances.

Either party may terminate the engagement under the following circumstances:

  • It becomes unlawful for a party to continue providing Services or fulfilling obligations, or termination is required by law, a court of competent jurisdiction, or a governmental or regulatory authority.
  • A material breach of the Terms by the other party, including breaches of clause 6, that remains unremedied for twenty (20) days after written notification specifying the breach and required remedial steps.
  • Discovery or reasonable suspicion that the other party has engaged in criminal, fraudulent, or fraudulent activities.
  • The other party becomes unable to pay its debts when due, is declared bankrupt, becomes insolvent, has an administrator or similar officer appointed, goes into liquidation, or experiences a similar event.
  • Reasonable belief that the other party is unable to fund or execute a Money Transfer.
  • Due to circumstances beyond either party’s control.

Impact of Termination

Termination of a specific Agreement does not affect the validity or applicability of other Agreements or Transactions related to different Services.

Consequences of Termination

If the Contract is terminated for any reason, the Company will complete any pending Money Transfers, provided such transfers are lawful and do not breach applicable laws or regulations. Any Instruction given prior to termination but not executed shall be deemed revoked as per the Currency Services Agreement.

Termination of the Agreement does not release the Client from:
  • Liability for unfulfilled obligations.
  • Payment of all accrued and unpaid fees up to the termination date or reasonably incurred thereafter.
  • Third-party payments and other amounts due as of the termination date.
Upon termination, the Company:
  • May exercise a lien over all funds held on your behalf until full payment of fees is made.
  • Will return any remaining balance to you after settling all due amounts as per the Agreement and Annexes.
The Company may, without prior notice or liability:
  • Exercise set-off rights.
  • Suspend or terminate Agreements or Transactions.
  • Close any or all Accounts.
Termination does not affect the Parties' accrued rights. Both Parties agree to:
  • Cooperate in winding up the relationship.
  • Fulfill compliance obligations as outlined elsewhere in these Terms.
  • Uphold confidentiality and data protection obligations.

The Company is not liable for losses, damages, or costs arising from the closure, suspension, or termination of Accounts or Transactions.

The Company may retain Client funds if required by law and handle such funds as directed by a court or competent authority.‍

20. Governing Law and Dispute Resolution

  • Specify applicable laws.
  • Outline dispute resolution processes (e.g., arbitration, mediation, court jurisdiction).

Our Terms, agreements, annexes, schedules and appendices shall be governed by and shall be construed in accordance with the laws of the Republic of Mauritius and the parties submit to the exclusive jurisdiction of the courts of Mauritius.

If a dispute arises under, out of, or in connection with these terms, agreements, schedules, annexes or appendices, or the Service provided by us to you, including any question regarding the existence, validity or termination of the contract between you and us, both parties shall in good faith try to settle the same by mediation administered by the Mauritius International Arbitration Centre (www.miac.mu).

In the event that the Company and ourselves fail to reach a settlement on a dispute even after 1 month from the date of commencement of mediation, the dispute shall be referred to and finally resolved by arbitration administered by the Mauritius International Arbitration Centre in accordance with the arbitration rules of the Mauritius International Arbitration Centre (“MIAC Arbitration Rules 2018”) (MIAC Rules 2018) for the time being in force, which rules are deemed incorporated by reference to this provision. The seat of the arbitration shall be Mauritius. The tribunal shall consist of one arbitrator to be appointed in accordance with the MIAC Rules. The language of the arbitration shall be English.

21. Changes to the Terms

We may update or amend these Terms at our discretion ("Changes").

Changes will be communicated via our Website or directly to you. Continued use of the services after the Change Effective Date constitutes acceptance. If you reject any Changes, you may notify us within ten (10) days, and we may terminate the Agreement.

You shall not unilaterally alter, vary or make any change to any term of the Contract.

22. Communication and contact information

The primary language of communication between both parties is English. Our services and assistance are available only during our official operating hours, as indicated on our Website.

Any communication from us to you will occur through email or the electronic platform that may be made available by us to you (either directly or through a third-party services provider), which is accessible through our Website or any other means as may be determined by us (“Platform”). Emails are deemed received by you upon being sent, and Platform notifications upon posting. Any notice sent by post will be treated by you and us as received on the fourth Business Day after the day on which it was posted.

The Parties are obliged to inform each other of any change in the communication details and any notice sent using the contact details as set out above or notified from time to time shall be deemed a proper notice if the receiving Party has failed to so inform the other Party of any change. You are responsible for ensuring that any instruction or direction issued by you to us through the Platform, email, phone or otherwise, in relation to any proposed Transaction (“Order”) originate from authorized contact details. Illumina Global Ltd. is entitled to rely on communications it reasonably believes are from the Customer and will treat them as binding.

Save as otherwise provided, any notice or consent required or permitted shall be in writing, written in English and:

(a) where it is to be given by you, it must be sent by email to: info@illuminaglobal.com, or to such other email or postal address in Mauritius which we may ask you to use by giving you written advance notice in accordance with the provisions of this clause 15.5.2;

(b) where it is to be given by us, it must be sent by email to the last email address which you have provided us with or by post to the last postal address you have provided us with or to such other email or postal address which you ask us to use by giving us written advance notice in accordance with the provisions of this clause 15.5.2.

We may, in the course of business, provide you with updates and information. Such updates and information are provided solely for informational purposes and do not constitute confirmation of any payments and/or transactions.

We may send you marketing information concerning products or services of ours that you use or similar products or services of ours that we think may be of interest to you. This may include information concerning promotions or offers which could benefit you. Once you register with us, we will ask you whether you would like to be kept informed on marketing matters. If you wish not to be contacted, you may notify in writing.

We use cookies to try and make Our Website as simple as possible for you to use and to help us maintain certain standards. Cookies are text files placed on your computer to collect internet log information and visitor behaviour information.

23. Force Majeure

We shall not be liable for any failure, delay, or variation in the provision of Services or the performance of any of its obligations under the Terms, Agreements, or Transactions if such failure, delay, or variation is caused by Force Majeure as defined below provided that any delay or failure caused by a Party’s own employee, authorised officer or agent will not limit that Party from liability for such delay.

“Force Majeure” refers to all causes, foreseen or unforeseen, that are beyond our reasonable control, including but not limited to government regulations, restrictions on currency conversion, transfer or exchange in any jurisdiction, fire, flood, power outage, interruptions, failures or disruptions in internet connection, telephone or other communication systems or electronic or mechanical equipment, strikes, failures or delays by Counterparties in fulfilling their obligations, and defaults by our suppliers or any third parties.

Both Parties will use all reasonable endeavours (at their own cost) to mitigate the effect of a Force Majeure Event on the performance of its obligations.

If Choice reasonably determines that an emergency or exceptional market condition(s) exists, we shall be entitled to suspend or terminate, in accordance with Sections 12.3 and 19.4, any or all of the Client’s Agreements and Transactions yet to be performed by us. Such conditions include the suspension or closure of any market, the abandonment or failure of any system to which we relate our quotes, or the occurrence of an excessive movement in the level of any trade and/or underlying market or our reasonable anticipation of such movement.  In the event of suspension, the performance of our obligations shall be extended for the same period that such performance is prevented by the Force Majeure or deemed at our sole discretion to be unfeasible due to the Force Majeure, without us or our Representatives being responsible or liable to you for any losses or damage arising from such non-performance or delay.

24. Transferability / Assignment

The Client cannot assign or transfer any of its rights, obligations or privileges arising from the Terms, any Transaction, or Agreement unless we give prior written consent for such assignment or transfer.

We may assign, transfer, charge or dispose of the Contract in whole or in part or any of our obligations, rights or privileges to any person at any time, but we will take appropriate steps to ensure that doing so will not harm any of your rights under the Contract.

To the extent that Client consent is necessary for any transfer or assignment under Section 20.1, the Client gives Choice an irrevocable power of attorney to transfer, assign, or pledge its rights or obligations arising from the Terms, any Agreement, or Transaction.

25. Severability and other provisions

If any provision of the Terms, Agreements, or Transactions is held to be invalid or void, it shall not affect the validity of the remaining provisions of the Terms, Agreements, or Transactions.

Nothing in the Terms, Agreements, or Transactions shall create, establish, or imply a partnership, joint venture, or agency relationship, or render any Party liable for the debts or obligations of any other Party. Neither Party shall have the power to represent or bind the other party without the other party’s prior written consent. Neither Party shall make any public announcement of any kind about or relating to the other party without the other party’s prior written consent.

No failure or delay by any Party in exercising any right under the Terms, Agreements, or Transactions will operate as a waiver or release of that right. Similarly, any single or partial exercise of any right will not preclude any other or further exercise of that right.

No remedy provided by the Terms, Agreements, or Transactions is intended to be exclusive of any other remedy available under other provisions, at law, in equity, by statute, or otherwise. Each remedy shall be cumulative and in addition to any other remedy.

Each Party acknowledges that the provisions of the Terms and any Agreements are fair and reasonable.

The Terms, Agreements, and Transactions represent the entire agreement between the Parties regarding their obligations, excluding any terms implied by law, and supersede any prior communications between the Parties.