Terms of Service
Worldesk offers a technology solution to small and medium businesses to manage their international transactions (collectively, the “Services”). Our Services allow you to transact with multiple currency providers of your choosing while actively managing your global receivables and payables.
These Terms of Service (the “Agreement”) govern the use of Worldesk, the trade name of Mosaica, Inc. (“Worldesk”), and form a legally binding agreement between you and Worldesk (“we”, “us”, “our”). By using Worldesk, including the internet site and domain www.worldesk.com or any other site operated by Mosaica, Inc. (the “Site”), you agree to be bound by and comply with this Agreement.
This Agreement is entered into the earlier of: (a) the date you first use any part of the Services and (b) the date you agree to be bound by this Agreement (the “Effective Date”) and will continue in full force and effect until terminated by either party in accordance with its terms. Either party shall have the right to terminate this Agreement at any time by providing at least ten (10) days prior written notice to the other party. Either party shall have the right immediately to terminate this Agreement in the event: (i) a party becomes insolvent or is subject to the direct control of a temporary or permanent liquidator, receiver, trustee or custodian for all or a substantial part of its assets or business; (ii) a party makes an assignment for the benefit of creditors; or (iii) a party files a bankruptcy petition or a petition to take advantage of any insolvency laws. For greater certainty, if you continue to use the Worldesk platform after this Agreement has been terminated, this Agreement will continue to apply to the extent of such use.
Worldesk Accounts, Instructions & Security
In order to use Worldesk, you must register for a secure account using credentials that you select (your “Worldesk Account”). You represent and warrant that the registration and Worldesk Account-related information you provide is accurate and will be kept up-to-date.
Background Verifications
In order to activate any Worldesk Account, Worldesk and/or its currency provider suppliers may need to perform certain background verifications for the purposes of complying with requirements imposed by Worldesk's financial institutions, applicable statutes, rules, regulations, orders, treaties or other requirements having the force of law to limit fraud and manage risk. Such background verifications may include anti-money laundering, credit score and history and more general “know your client” information. By completing the account sign-up process, you consent to Worldesk's background verifications for the purposes described above.
Establishing an Account
When you establish a Worldesk Account, you agree that neither the Worldesk Account nor its credentials will be shared with any other person. If you use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), you represent and warrant that you (1) are duly authorized and empowered by and for that Individual or Organization to agree to the terms of this Agreement on behalf of the Individual or Organization, and (2) do accept this Agreement on behalf of the Individual or Organization; unless the Individual or Organization has a separate paid account with Worldesk, in which event the terms of that separate paid contract will control. You also represent and warrant that you are duly authorized and empowered to use the Service on behalf of the Individual or Organization.
To register a Worldesk Account and/or enroll as a user, you will be required to provide us with information about yourself, including, but not limited to your name, address, email address and other contact or identifying information, and about your Organization or Individual, as appropriate. You agree that the information you provide to us will be accurate and that you will keep it up-to-date at all times. You will be asked to create a user-name and strong password for your Worldesk Account. Additionally, accessing the Worldesk account may require a one-time password or similar authentication token or mechanism (collectively, the “Login Credentials”).
Additional Worldesk logins are available for other members of your organization. You alone are responsible for any and all activity that occurs in Worldesk through your Worldesk Account. Your Worldesk Account may be approved by you or an authorized signing authority for the purposes of enabling you to issue payment instructions or other financial transactions.
Worldesk Account Security
You agree to take all necessary steps to preserve the confidentiality of, and to prevent the fraudulent or other misuse of, all passwords and forms of security, and identification used in connection with Worldesk and to diligently supervise and monitor the conduct and work of all representatives and employees having any involvement in instructions to or other communications with Worldesk. You agree to immediately notify us upon becoming aware of any unauthorized use of your Worldesk Account or any other breach of security related to Worldesk or your Worldesk Account and provide all reasonable assistance necessary for Worldesk to investigate and correct the problem, if one exists.
Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify Worldesk Customer Support at info@worldesk.com if you believe that your Worldesk Account has been compromised or accessed without authorization, or that your Login Credentials have been lost, stolen or compromised, or that someone has attempted or may attempt to make or request payments through your Worldesk Account without authorization.
To the extent allowed by law: You agree to be bound by all payment instructions or transactions initiated in compliance with Worldesk security procedures and this Agreement, whether or not authorized. You agree that you will be liable for all losses or payments resulting from the theft, loss, compromise, or unauthorized use of your Worldesk Account or Login Credentials, unless (1) you have notified Worldesk of possible theft, loss, compromise or unauthorized use, and (2) we have had a reasonable opportunity to act on that notice. You will also be responsible for any losses or unauthorized payments resulting from any fraudulent or illegal compromise of your systems. You agree that you will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law. Upon your timely report, we may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on your behalf, but Worldesk will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.
Commercially Reasonable Security Procedures. You acknowledge and agree that the security procedures are a commercially reasonable method of verifying your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting your Worldesk Account.
Binding Instructions
We will consider any access to Worldesk through the use of your Worldesk Account to be duly authorized by you. All instructions and information communicated to us through your Worldesk Account or on your behalf by agents or representatives will be binding on you. Individuals who are authorized to issue instructions in connection with a Bank Account (hereinafter defined) may authorize the connection of one or more Worldesk Accounts to that Bank Account. If you are authorized to issue instructions in connection with a Bank Account, you confirm that you grant the authority to any employees, agents or other representatives that you permit to use Worldesk on your behalf to legally bind you. Worldesk is not required to verify the bona fides of transactions or the actual identity of users. Except as otherwise agreed to in writing by Worldesk, Worldesk has no obligation to verify any information that you provide or that is provided on your behalf, and Worldesk is entitled to rely upon such information. In the event that you wish to revoke the authority for any person to use a Worldesk Account in connection with a particular Bank Account, you must notify Worldesk either through the Worldesk platform or by contacting us at info@worldesk.com or through our support channels, available through www.worldesk.com.
Electronic Transfer & Timing
When you instruct Worldesk to pay a supplier or vendor using your Worldesk Account credentials, Worldesk will initiate an electronic funds transfer from your Bank Account on the date you specify for the amount of the payments to your suppliers or vendors and the amount of any applicable Fees (collectively, the “Transfer Amount”). The Transfer Amount is due effective the date you specify in the instructions you provide using your Worldesk Account credentials.
Unless Worldesk specifies otherwise, you will ensure that all instructions and notices given to Worldesk are received in sufficient time to permit a reasonable opportunity to deal with them. Worldesk is required to comply with the payment system rules and regulations on clearing and other matters that may prevent Worldesk from complying with your instructions for payments or funds transfers if the instructions are not received within time frames required by such rules and regulations.
Fees, Payment & Records
Fees
Worldesk will charge you commissions and fees for your use of the Worldesk platform on a per transaction basis, as applicable and as described on the Worldesk platform or as otherwise communicated to you in writing by Worldesk (the “Fees”). Fees payable are non-refundable. Worldesk may change the Fees from time-to-time and the then-current Fees will be communicated to you through the Worldesk platform or directly in writing. Your continued use of the Worldesk platform after the Fees have been changed constitutes your acceptance to such changed Fees. For clarity, your subscription to the Worldesk platform will automatically renew at its expiry for the same period of time as the initial subscription and at the then-current Fees.
Payment
You authorize Worldesk to use the bank account (as may be updated from time to time) associated with your Worldesk Account (each a “Bank Account”) to automatically charge you in U.S. dollars for the service Fees applicable to your Worldesk Account or your use of the Services, plus any applicable taxes. If Worldesk is unable to charge the Bank Account for any reason, you agree to pay all past due service Fees and taxes within five (5) business days of notice of non-payment from Worldesk. If your Worldesk Account becomes overdue, Worldesk will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys' fees and expenses. Your right to order Worldesk's services, use the Worldesk platform or place transactions is subject to any limits established by your financial institution on your Bank Account.
Disputed Fees
If you believe Worldesk has charged you incorrectly, you must contact Worldesk no later than twenty (20) days after having been charged Worldesk or receiving any invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, you will pay any undisputed Fees and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Applicable Taxes
If Worldesk is required by any applicable law to remit an amount for or on account of any taxes in respect of any services provided under this Agreement and has not collected such tax from you for remittance to the relevant tax authority, then you will pay Worldesk the amount of such tax (including any related amount for interest and penalties) within ten (10) days of Worldesk's written request.
Bounced Transactions
In the event that any Transfer Amount is unsuccessfully debited from your Bank Account or, in the case of a payment request, from the payor's bank account, charged back or otherwise not paid to us, you agree to immediately reimburse Worldesk for any fees or other amounts charged to Worldesk by its financial institution as a result of the unsuccessful debit of your Bank Account or the payor's bank account in accordance with your or the payor's instructions, and to pay Worldesk an additional fee of $30 (the “Failed Transaction Fee”).
Interest
No interest will accrue or be paid or due to you for any amount that Worldesk may receive from you or may hold on your behalf in connection with any transaction made through Worldesk. You will pay interest on any amounts you owe us and that are not paid when due at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. All interest will be calculated and payable monthly, not in advance, and if applicable, both before and after demand, default and judgment.
Records
Worldesk may make information available through the platform outlining the instructions received through Worldesk regarding any supplier or vendor paid or payment received for a payment request made, the amount of any Fees or Failed Transaction Fee charged in connection therewith, any Transfer Amounts debited from or credited to your Bank Account, and any interest charges in connection with Worldesk's services (the “Account Statements”). You agree to review and verify the Account Statements and notify Worldesk in writing of any errors, irregularities or omissions within twenty (20) days of the availability of the Account Statement through Worldesk. At the end of the twenty (20) day period, it will be conclusively settled between you and Worldesk that the information contained in the Account Statement is accurate, that all Fees, Failed Transaction Fees, Transfer Amounts and interest charged, as set out in the Account Statements are properly chargeable, and that you will not be entitled to be credited with any amount not credited in the Account Statement. Notwithstanding the foregoing, Worldesk has the right at any time to make adjustments for any amounts improperly credited and any alleged errors, irregularities or omissions outlined in the Account Statement or to charge back items for which payment has not been received.
Worldesk's records will, in the absence of obvious error or as otherwise agreed by Worldesk in writing, be conclusive evidence of the information Worldesk received and of the transactions between you and Worldesk. The computer-generated or electronic records Worldesk receives or creates will be admissible in a court of law and you waive any defence as to their admissibility.
Disclaimer / Limitation of Liability & Indemnity
THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. WORLDESK DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. WORLDESK FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WORLDESK OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
IN NO EVENT WILL WORLDESK INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR ARE IN CONNECTION WITH THE USE OF WORLDESK, THE TIMING OF VENDOR/SUPPLIER PAYMENTS OR RECEIPT OF PAYMENTS FROM CLIENTS, OR THE INABILITY TO USE WORLDESK, EVEN IF WORLDESK INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE ENSURE THAT YOU ISSUE PAYMENT INSTRUCTIONS WITH SUFFICIENT TIME FOR PROCESSING AND SO THAT YOU CAN CONFIRM RECEIPT IN ADVANCE OF THE DUE DATE BY YOUR VENDOR/SUPPLIER OR RECEIVE PAYMENT FROM YOUR CLIENTS IN ADVANCE OF THE DUE DATE APPLICABLE TO THEIR PAYMENT.
WORLDESK INC. MAKES NO WARRANTIES OR CONDITIONS REGARDING THE ACCURACY OF INFORMATION ON THIS WEBSITE. YOU EXPRESSLY RELEASE AND HOLD WORLDESK INC. HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITY, DAMAGES, INJURIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY CLAIMS) ARISING OUT OF OR RELATING TO YOUR USE OF WORLDESK, ANY INFORMATION OBTAINED THROUGH WORLDESK, OR ANY ALLEGED VIOLATION BY YOU OF THIS AGREEMENT.
You agree to full liability and responsibility for your use of the Services, and you will defend and indemnify Worldesk and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your violation of any portion of this Agreement, or any applicable law or regulation; (b) your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
Miscellaneous
Status of the Parties
By entering into this Agreement, you agree that you appoint Worldesk to serve as your agent exclusively for the purposes of: (i) receiving payments from clients for remittance to you, whereby the receipt of funds by Worldesk from such payor is the same as receipt of funds by you; and (ii) remitting payments from you to service providers/vendors. Except for this limited agency appointment by you to Worldesk, neither party to this Agreement is an employee, agent, servant, representative, partner, or joint venturer of the other. Neither party has the right or ability to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party without the other party's express written consent. Worldesk is not a deposit-taking institution.
Trademarks, Ownership & Restriction of Use
“Worldesk” is a trademark of Mosaica, Inc. Other marks, graphics, typefaces, trademarks and logos appearing on Worldesk are trademarks or trade dress of Mosaica, Inc. or its licensors. All other trademarks appearing on Worldesk are the property of their respective owners. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.
Worldesk is owned and provided by Worldesk Inc. You are granted a limited, revocable, non-transferable, non-exclusive license to use Worldesk on computers, smartphones or other mobile devices that you own or control. Worldesk Inc. can terminate this license at any time and with or without any reason. Worldesk's layout, content, graphics, photographs, images, audio, video, processes, trademarks, service marks, trade names and other information including, without limitation, the “look and feel” of Worldesk (collectively, the “Content”) contained in Worldesk are proprietary to Worldesk Inc., its affiliates and/or third-party licensors. The Content is protected by United States and international copyright and trademark laws, and you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content.
Service Providers
Worldesk may use service providers or subcontractors, including our affiliates, in order to facilitate all or any portion of the services available through Worldesk, including by way of example, a payment processor or website hosting company. You authorize Worldesk to disclose to such service provider, subject to appropriate confidentiality and safeguarding arrangements, any information necessary to provide facilitate the provision of Worldesk's services.
Amendments
Except as otherwise set forth in the Agreement, Worldesk may from time to time, by not less than ten (10) days' written notice to you, amend any provision in the Agreement (including, without limitation, interest rates, fees or charges unless otherwise agreed). Any amendment will be effective as of the date specified in such notice.
Assignment & Binding on Successors
You cannot assign this Agreement without Worldesk's prior written consent. Any purported assignment in violation of this clause shall be deemed null and void.
Waiver
No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver.
Cumulative Remedies
Every remedy, right and benefit is cumulative and is in addition to every other remedy, right or benefit under the Agreement or that may exist by law.
Headings
The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement.
Severability
In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.
Governing Law
Your use of the Services and this site and any cause of action, claim and/or dispute that might arise between the parties hereon, shall be subject to the laws of the state of Delaware in the United States of America, without regard to conflict of law principles.
Waiver, Disputes & Arbitration
Waiver of Class Actions, Non-Individualized Relief. You acknowledge and accept that claims brought against Worldesk shall be only on an individual basis and not as a plaintiff or class member in any possible future class or representative action or similar proceeding. Unless otherwise agreed by you and Worldesk, you may not adjoin or consolidate any claim with more than one person's; and you may not otherwise supervise or take over any form of a class, representative or consolidated proceeding.
Waiver of Jury Trial. The parties herein waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes be resolved by a competent judge.
Arbitration Procedure. In the event of any dispute or difference between the parties in relation to or arising from these Terms, including but not limited to the formation, performance, interpretation, nullification, termination or invalidation thereof, the matter shall be referred to arbitration procedure.
Any arbitration shall be managed by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted in the English language in the city and state where Worldesk operates in the United States of America, in accordance with the provisions set forth in the Rules of the AAA. The arbitral tribunal shall comprise of one (1) arbitrator, appointed by the AAA, who shall preside the arbitral tribunal. The arbitrator's decision will follow these Terms and will be final and binding.
The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
The arbitration must be concluded, and an award issued, no later than one hundred and twenty (120) days following the filing of the demand for arbitration, unless all parties to the arbitration proceeding agree in writing to an extension.
If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorney's fees, costs, and disbursements in doing so. The unsuccessful party in any dispute arising from or relating to these Terms will be responsible for the reimbursement of the successful party's reasonable attorney's fees, court costs, and disbursements.
Notices
Notices delivered by one party to the other party shall be delivered through any available features made available through the Worldesk platform or by registered mail. Notices will be deemed to be delivered, (i) where sent through Worldesk, on the day they were sent, and (ii) where sent by registered mail, five (5) business days after being sent or when actually delivered, whichever comes first.
Compliance with Applicable Laws
In connection with your use of Worldesk, both parties will abide by all applicable statutes, rules, regulations, orders, treaties or other requirements having the force of law (collectively “Applicable Law”). You represent and warrant that the entering into and enforcement of the Agreement will not violate any Applicable Law, resolution or other restrictions to which it may be subject and that all terms of the Agreement may be enforced against you.
Privacy
Worldesk Inc. respects the privacy of your personal information. Please review our Privacy Policy for details on the manner in which we collect, use, disclose and otherwise manage your personal information.
Survival
The following provisions of this Agreement shall survive expiration or termination of this Agreement: WORLDESK ACCOUNTS, INSTRUCTIONS & SECURITY, FEES, PAYMENTS & RECORDS, DISCLAIMER / LIMITATION OF LIABILITY, INDEMNITY, and MISCELLANEOUS.
Entire Agreement
This Agreement constitutes the parties' entire understanding of the matters set forth herein and supersedes any prior understanding or agreement. This Agreement may only be modified in a writing.
See also our Privacy Policy and Legal Disclaimers.