SWIFT Ordering Tool - Terms and Conditions
BY ACCESSING THE SWIFT ORDERING TOOL, YOU DECLARE THAT YOU HAVE FULL CAPACITYAND AUTHORITY TO USE THE SWIFT ORDERING TOOL FOR AND ON BEHALF OF YOUR ORGANISATION (THE ‘CUSTOMER’) ON THE FOLLOWING TERMS AND CONDITIONS.
THE SWIFT ORDERING TOOL IS A BUSINESS-TO-BUSINESS ONLINE SERVICE. YOU MAY ONLY USE THE SWIFT ORDERING TOOL ON BEHALF OF A BUSINESS CUSTOMER, AND NOT AS AN INDIVIDUAL CONSUMER.
1. Parties. The SWIFT Ordering Tool is made available to the Customer by S.W.I.F.T. SC (‘SWIFT’), a limited liability cooperative society incorporated in Belgium, with registered address at Avenue Adèle 1, 1310 La Hulpe, Belgium, VAT BE 0413.330.856 – RPM Brabant Wallon. The SWIFT Ordering Tool – Terms and Conditions govern the arrangements between the Customer and SWIFT regarding the use of the SWIFT Ordering Tool.
3. Use of the SWIFT Ordering Tool on behalf of an affiliated User. Use of the SWIFT Ordering Tool on behalf of an affiliated User is possible under the following conditions:
- if the Customer is a shareholding Member of SWIFT, it can use the SWIFT Ordering Tool on behalf of any of its Sub-members (if any);
- if the Customer is registered with SWIFT as the head institution for traffic aggregation purposes, it can use the SWIFT Ordering Tool on behalf of any affiliated User registered with SWIFT as belonging to the same group of affiliated Users for traffic aggregation purposes. For more information on traffic aggregation and related common ownership criteria, see the Pricing and Invoicing module of the SWIFT User Handbook.
By using the SWIFT Ordering Tool on behalf of an affiliated User, either as a SWIFT Member or head institution for traffic aggregation purposes, the Customer warrants that:
- it has the necessary capacity and authority to act and enter into contractual arrangements with SWIFT for and on behalf of such affiliated User;
- it shall inform such affiliated User of any act performed or contractual arrangement executed on its behalf; and
- it shall advise such affiliated User of the specific terms and conditions that are applicable to it in connection with any such act or contractual arrangements, and it shall ensure that such affiliated User complies therewith.
4. Acknowledgement of Receipt and Acceptance. Upon successful online submission, SWIFT will acknowledge receipt of the submission by a system-generated e-mail. Upon successful validation, SWIFT normally confirms by separate email acceptance of the order, update or termination notice. Acceptance is therefore effective upon such confirmation or, in the absence of any such confirmation, upon the effective performance by SWIFT (typically, upon delivery or activation of the ordered SWIFT product or service), whichever occurs first. No order, update or termination notice shall be binding upon SWIFT unless accepted by SWIFT.
5. Translations. The English language is the only official language of the SWIFT Ordering Tool. While certain materials available on the SWIFT Ordering Tool can be translated using machine translation software, translations are provided solely for convenience, on an 'as is' basis. SWIFT makes no representations or commitments regarding the accuracy or completeness of the translations. No rights can be derived from any discrepancy or difference in the translations.
6. Pricing. The pricing for the provision of the SWIFT services and products are as notified by SWIFT from time to time (typically, in the then current SWIFT Price List or a valid quotation). For the avoidance of any doubt, the reference of a valid quotation in your order prevails on SWIFT standard pricing. The invoicing and payment terms and conditions are also set out in the then current Pricing and Invoicing - Ordering, Invoicing and Payment section.
7. Availability and Liability. SWIFT cannot guarantee that the SWIFT Ordering Tool will be permanently available. The SWIFT Ordering Tool could be temporarily unavailable e.g. for reasons of maintenance. SWIFT shall not be liable to the Customer or any third party for any damage, loss or cost, whether direct or indirect, that may arise from any unavailability or use of the SWIFT Ordering Tool.
8. Electronic consent. The Customer acknowledges that the expressions of consent by electronic means, including but not limited to by clicking buttons (e.g. ‘I Accept’, ‘Submit’ or ‘Next’ buttons) and ticking boxes are equivalent to the hand-written signature, and agrees to consent by such means to the terms and conditions applicable to it.
9. Electronic Agreements. The Customer agrees to be bound by the validity,enforceability and admissibility in evidence of electronically accepted agreements and exchanged messages (e.g. orders, order acknowledgements and order confirmations), as if any of these were made in writing.
10. Electronic Records. SWIFT's electronic logs and records (typically, the copy of an order acknowledgement) shall be deemed correct, conclusive and sufficient evidence of any act executed through the SWIFT Ordering Tool, unless proven otherwise. No party will refuse as evidence or contest the admissibility of such logs and records in evidence by virtue of the fact that these are in electronic form.
11. Use of Passwords. The Customer accepts and agrees that any password supplied to it by SWIFT is strictly personal and may only be used by its designated employee or officer. The Customer shall notify SWIFT immediately of any change of an employee’s or officer’s right to use the password, including the revocation thereof, or of a breach of security or other compromise of the password. As long as SWIFT is not informed of any such change or event, SWIFT may legally assume that it has not occurred. The password may only be used for its authorised and legal purposes. In particular, the password cannot be used (i) for or on behalf of any other legal entity or organization or (ii) to perform operations other than related to the SWIFT services and products offered on swift.com.
Any use made of the password shall irrevocably be deemed as a legally binding use made by that Customer. The Customer is solely and exclusively responsible for safeguarding the security of the password and related usage information. The Customer should in particular protect these data against loss, disclosure, theft, modification or unauthorised use. It is the Customer’s sole and exclusive responsibility to check and safeguard that the password is used in accordance with this section. The Customer shall indemnify and hold SWIFT harmless from falsehood or misrepresentation due to unauthorized use of the password.
12. Severability. Whenever possible, each provision of the SWIFT Ordering Tool - Terms and Conditions shall be interpreted in such manner as to be effective and valid under Belgian law. In the event that any provision of the SWIFT Ordering Tool - Terms and Conditions shall be declared unlawful or unenforceable by a final judgment, such provision shall be deemed severed from the SWIFT Ordering Tool - Terms and Conditions, but every other provision thereof shall remain in full force and effect. Any provision declared unlawful or unenforceable shall be substituted by a provision reflecting its original intent as closely as possibly permitted under Belgian law.
13. Governing Law and Jurisdiction. The SWIFT Ordering Tool -Terms and Conditions and any use made of the SWIFT Ordering Tool are governed by Belgian law. Any claim or dispute hereunder that cannot be solved amicably shall be submitted to the exclusive jurisdiction of the Brussels’ courts. According article XII.10 of the Belgian Economic Law Code (the ‘Code’), it is agreed that the applicability of the provisions contained in the articles XII.6, §1, 8°, XII.7 §1 and XII.8 of this Code is hereby expressly excluded.
14. Time Limit for Claims. To have a valid claim relating to the use of the SWIFT Ordering Tool, SWIFT must receive it within three months upon SWIFT’s acceptance of the order by e-mail or upon the effective performance by SWIFT (typically, upon delivery or activation of the ordered SWIFT product or service), whichever occurs first.
Important note for orders placed with S.W.I.F.T. (China) Limited (“SWIFT China”):
You acknowledge and agree that above terms and conditions shall apply except as expressly modified below:
- SWIFT China is your contracting party, and all references to SWIFT in these Ordering Tool - Terms and Conditions shall be deemed to be references to SWIFT China
- Section 13. Governing Law and Jurisdiction shall be replaced in whole with the following new ‘Section 13. Governing Law and Jurisdiction (for SWIFT China customers)’ below.
Section 13. Governing Law and Jurisdiction (for SWIFT China customers)
These terms and conditions and all contractual and non-contractual obligations arising out of them or in connection with them shall be governed by and construed in accordance with the law of the People’s Republic of China (without giving effect to any conflict of law provision that would cause the application of other laws).
Any dispute arising out of or in connection with these terms and conditions or in relation to a noncontractual claim arising out of these terms and conditions or in connection with them, shall be submitted to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration (the "Arbitration") under CIETAC’s arbitration rules then in force (the "Rules") before three arbitrators appointed in accordance with the Rules.
The place of the Arbitration shall be Beijing, the People’s Republic of China. The language of the Arbitration shall be English. Unless the Parties agree otherwise, all proceedings are to be held in English and the award shall be based solely on documents and information provided in the English language, including where the original was written in a language other than English.