Collect&pay

www.collectnpay.com

General Terms of Services

Please read these General Terms of Services that follow ("Terms", “Terms of Services”) carefully as they form an Agreement between you as a Client and Collect & Pay Ltd. as a provider of Money Services.

Whereas:

Collect & Pay Ltd. (the ‘Collect & Pay’, ‘we’, ‘Administrator’), a private company incorporated in Astana International Financial Centre (the ‘AIFC’), with registration number 200440900101, legal address at office 249-250-251, Block C3.2, 55/17 Mangilik El ave., Astana, Kazakhstan, having a license No AFSA-A-LA-2022-0023 issued by Astana Financial Services Authority (the ‘AFSA’) provides its Services to Clients according to these General Terms of Services, available on the www.collectnpay.com (the ‘Site’) and www.platform.collectnpay.com (the ‘Platform’);
The Client (‘You’) intends to use our Collection, cash flow management and payment processing services for commercial purposes carrying out commercial activities and receiving payments for any goods, works and/or services and/or exchange currency and/or sell or buy with Collect & Pay exchange partners that integrated to e-banking platform;
The Client has entered into this Agreement including the Terms, all exhibits, appendices, addenda, schedules, pricing sheets, fee schedules, the Rules and the like attached hereto or incorporated by reference herein, as amended from time to time by Collect & Pay (the “Agreement”) as follows:

You and Collect & Pay will be collectively called the “Parties”.

You, as Client, agree with these General Terms of Services stipulated under the Acting Law of the AIFC (the “Regulations”) and any Applicable law for the provision of Money Services and trades under the name ‘Collect & Pay’ (the ‘Terms’, ‘Agreement’), in order to:

obtain services via Platform, and use all accounts, services, programs, information, and products (collectively “Accounts”), open or otherwise access from time to time on or through the Website and/or Platform Additional terms and conditions applicable to specific areas of this Website and/or Platform to particular content or transactions are posted in particular areas of the Website and/or Platform and, together with these Terms, govern your use of those areas, content or transactions.
have basic rights and obligations resulting from a contractual relationship established between Collect & Pay and you, as from the date when you express your intention to enter into a contractual relationship with Collect & Pay.

You acknowledge and agree that:

the Terms regulate the legal relationships established between you, Collect & Pay and/or other persons in accordance with the Acting Law of the AIFC;
the Terms constitute the basic rights and obligations arising from a contractual relationship between Collect & Pay and a third person interested in using Collect & Pay Platform;
the Terms are formed by electronic means and enforced pursuant to applicable law.
Neither you nor Collect & Pay may challenge the validity of this Agreement. the Terms could be modified by Collect & Pay at any time, and such modification shall be effective immediately upon either posting of the modified Agreement on this Website and/or Platform or notifying you.
it is your obligation to periodically review this Agreement to be aware of Terms modifications, and your continued use of this Website and/or Platform shall be deemed your acceptance of the modified Agreement; and
provisions of the Agreement shall prevail over any provisions provided in the Terms in the event of any inconsistencies.

BY ACCEPTING THESE TERMS ELECTRONICALLY (FOR EXAMPLE, CLICKING “I AGREE”), USING THE COLLECT & PAY WEBSITE / COLLECT & PAY PLATFORM / COLLECT & PAY SERVICES, REGISTERING FOR AN ACCOUNT WITH US, EXECUTING THESE TERMS, OR ACCEPTING AN ORDER THAT REFERENCES THESE TERMS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS AND THE POLICIES AND GUIDELINES REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS THEN YOU MAY NOT USE THE COLLECT & PAY SERVICES / COLLECT & PAY WEBSITE / COLLECT & PAY PLATFORM*.

* Please have a careful look at these Terms, the policies, and the guidelines referenced in these Terms to learn more about the way we process and handle your personal information.

1. DEFINITION

Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below

1.1.Client means the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument.
1.2.Client account means any account opened by the Client with the Administrator to collect funds from its commercial activity.
1.3.Collection means keeping and(or) processing for further transfer of Client’s funds upon the request of a Client and considered to be a Money Service.
1.4.Funds means money corresponding to the value recorded at each Client account in any currency. Invoice means a commercial document to reflect the Collect & Pay’s Collection Technology Services for further initiation of Collect & Pay’s financial services selected by the Client in the Platform, including Collection, Cash flow management, and payment processing services without limitation.
1.5.Invoice means a commercial document to reflect the Collect & Pay’s Collection Technology Services for further initiation of Collect & Pay’s financial services selected by the Client in the Platform, including Collection, Cash flow management, and payment processing services without limitation.
1.6.Money Services means services under the relevant license, issued by the Astana Financial Services Authority and under the Acting Law of the AIFC.
1.7.Services means the Collection, Cash flow management, and payment processing services provided by Collect & Pay through the Website and/or Platform.
1.8.Payment Application means a Client’s application for the authorization or settlement of a Payment Transaction provided by the Administrator.
1.9.Payment Instrument means an account, or evidence of an account, authorized and established between a Client and any financial institution, or representatives or members of a financial institution.
1.10.Payment Processing and Money Transmission Services or Payment Transaction means services of the Administrator on handling payment transactions in any funds from Payment Instrument to Client’s account or vice versa.
1.11. Rules mean all by laws, rules, programs, and regulations, as they exist from time to time, of the financial institution, the Client's Payment Instrument.
1.12.Technology means providing services via the Collect & Pay’s innovative tech solutions aimed to simplify financial services provided by Collect & Pay, and includes, but without limitation, the Payment Instrument.
1.13.Third parties mean without any limits Client’s customers and suppliers.
1.14.Transaction Data means the data submitted by the Client to the Administrator concerning each Payment Transaction.
1.15.Fees means any fee or commission mentioned in this Agreement and/or in the Terms and/or in the price list listed on the Website and/or Platform.
1.16.Exchange rate means the last none exchange rate as published by a partner bank or exchange platform plus Collect & Pay fees.
1.17.Integrated parties mean any third party that has integration to the Collect & Pay platform as processors, gateways, etc.

Any other definitions used and not defined herewith should be understood as described in the Terms.

2. SUBJECT

2.1.The Collect & Pay provides to Client, and Client receives Collection, Cash flow management, payment processing services, pays fees (remuneration) under the present Agreement, the Terms and the price list as listed on Website and/or Platform.
2.2.The Services Currencies: USD, EUR, and(or) others by request as listed on the Platform.
2.3.Obligations of the Third parties to the Client according to which the money transmissions are made, shall occur in the manner and on the grounds prescribed by applicable law and/or a contract between the Client and the Third parties. The relations from which such obligations arise shall not be subject to the regulation of this Agreement and do not create any Administrator's obligations.
2.4.The Client hereby agrees and acknowledges that funds, sent to the account, opened with the Administrator, in any case, shall not be considered as a deposit. In this regard, the Collect & Pay expects that the Client will initiate the transfer of those funds within 6 months, however, which may be extended upon Client’s request.
2.5.The Client hereby agrees and acknowledges that the Collect & Pay imposes certain limits for each transfer, on which the Client is duly notified in advance and prior opening an account.
2.6.Unless notified to you separately, the Collect & Pay shall treat you for the purposes of the Services that we provide you as a Retail Client within the meaning of AIFC Conduct of Business Rules. You agree that you will notify Collect & Pay immediately if, at any point in time, you consider that you would no longer fall within the definition of a Retail Client.

3. FORMATION OF CONTRACT

3.1.Each collection and/or payment transaction that we carry out for you is a separate contract that includes these Terms. Before any transaction, you should read the updated version of the General Terms of Service.

4. RIGHTS AND OBLIGATION

4.1.The Client will use the accounts in the Platform, opened with the Administrator:
(a)to collect payments from Third parties and send payments using Collect & Pay’s bank accounts and make pay-outs to Third parties, exchange currency via integrated parties; and/or
(bto receive Services from Collect & Pay under Collection & Technology Agreement.
4.2.The Client will provide the Administrator with documents showing his organizational structure, ultimate beneficial owner, and other information requested by the Administrator from time to time.
4.3.Collect & Pay may, at any time, in its sole discretion, change the risk level of Clients.
4.4.The Client is responsible for any advice from acts of and omissions of the Client's employees, consultants, advisors, contractors, agents, officers, and directors. The Client is responsible for the use, unauthorized use, or misuse of the Client's equipment or software.
4.5.The Client is responsible for the adequacy of its Funds at the Client’s account to process pay-outs in favour of its clients. If the balance of the Client’s account is not sufficient to process pay-outs, the Client should replenish the balance of the Client's account first.
4.6.Offsetting Receivables. In relation to the Client, Collect & Pay shall be entitled to offset any of its receivables from the Client against any of the Client's receivables from Collect & Pay of the same type at any time without prior notice, regardless of whether they are due, statute-barred, contingent or noncontingent, regardless of the legal relationship they arise from and the time when they arise, as well as the receivables of Collect & Pay that cannot be claimed before a court. In order to offset the receivables specified in the previous paragraph, Collect & Pay shall also be entitled to use the funds collected on the Client's accounts regardless of whether the receivables arise in connection with the maintenance of the account or otherwise. The right of Collect & Pay to offset its receivables takes precedence over the execution of any instruction relating to the Client's Payment Account. The Collect & Pay shall also be entitled to offset receivables denominated in various currencies, even if these currencies are not freely convertible, at the exchange rate set by Collect & Pay for the date when the receivables are to be offset.
4.7.The Client warrants and represents that neither it nor any of its principals, associates, directors or officers has/have been convicted of or pleaded guilty or nolo contendere to an offence involving fraud, corruption, or moral turpitude, has/have been identified as or affiliated with a person designated as a terrorist or associated with terrorism, bribery or money laundering pursuant to any law or regulation promulgated thereunder (a “Prohibited Person”); or has/have never been identified by any gambling authority as unsuitable to be associated with gaming, denied a gaming license in any jurisdiction or been subject to a suspension or revocation of a gambling license in any jurisdiction (an “Unsuitable Person").
4.8.The Client/Administrator agrees that during the term of this Agreement, it shall comply with all applicable anti-corruption, anti-money laundering, and bribery rules, laws, and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities, or bribes and shall not do any business with a Prohibited Person.
4.9.The Client/Administrator shall be entitled to terminate this Agreement: Upon written notice to the Administrator in case of a material breach of this Agreement by the Administrator and the breach is not remedied within thirty (30) days from written notice thereof; Immediately upon written notice to the Administrator and without liability if:
(a)the Client/Administrator should become bankrupt or insolvent, have a receiver, trustee, Administrator or liquidator appointed to it, a petition for an administrative order is presented against it or other actions are taken against it indicating an inability to fully trade or a compound with it;
(b)the Client/Administrator or any of its principals or associates becomes a Prohibited Person;
(c) the Client/Administrator is in breach of clause 4.8.
4.10.The Collect & Pay is entitled to refuse to execute any transaction done by the Client. The Client commits and agrees to show upon request any documents related to the transaction.
4.11. We reserve the right, to (i) refuse to complete, block or cancel any transaction (even after assets have been debited from your account balance) you have authorized, (ii) refuse to accept new orders to buy or open new position in your account, (iii) freeze or lock the assets in your account, (iv) suspend, deactivate or cancel your Collect & Pay Account, including accounts beneficially owned by you or for which you are a representative with immediate effect, or connected to you in any way (v) temporarily suspend or terminate your access to the Service(s), and (vi) to immediately investigate your Collect & Pay Account, if we suspect, at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind.

For example, we may suspend or terminate your access to or use of the Service for:

the actual or suspected violation of these Terms;
the actual or suspected violation of any applicable laws or regulations;
the use of the Service(s) in a manner that may cause Collect & Pay to have legal liability or disrupt others' use of the Service(s), (each, a “Violation”) or if:
scheduled downtime and recurring downtime, or unplanned technical problems and outages takes place;
we are required to do so by a regulatory authority or court order or by our partner bank;
the account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
we believe someone is attempting to gain unauthorized access to the account or we suspect the Collect & Pay Services are being used in a fraudulent or unauthorized manner;
the account has not been accessed in three months or more.

In case we believe that there were UBO or structural changes in the management or shareholders.

4.12.You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Collect & Pay Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
4.13.The Client will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny the Client access to the Service(s) (or any part thereof). You are responsible for any fees, costs, expenses, charges, or obligations associated with the closing of your Collect & Pay Account. If the costs of closing your Collect & Pay Account exceed the value in your account, you agree to reimburse us.
4.14.You agree that if we determine, in our sole discretion, that you have committed a Violation, we have the right to debit from your Collect & Pay Account any damages suffered by us as a result of the Violation.
4.15.You agree to be obligated to respond to any requests in writing that you receive from us in relation to investigating your account or transactions or any other information request initiated pursuant to these Terms and Conditions of services within the time frame defined in the request.
4.16.If we refused to complete your transaction or suspended your Collect & Pay Account, we will lift the suspension or complete the transaction as soon as reasonably possible once the reasons for refusal or suspension cease to exist.

However, we are not obligated to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

4.17.If we suspend or close your Collect & Pay Account or terminate your use of Collect & Pay Services for any reason, we reserve the right to require you to re-complete account verification before permitting you to transfer or withdraw your assets.

4.18. We may terminate the business relationship with the Client by unilateral refusal to perform the Agreement in cases including, but not limited to:
- in the process of studying transactions there appears a suspicion that the business relationship is used by the Client for the purpose of legalizing (laundering) criminal proceeds or financing of terrorism;
- sanctions have been imposed on the Client and/or its affiliates, in accordance with the jurisdiction of any country (for example, by the OFAC, US) or an international organization (including but not limited to the FATF and the UN);
- we have grounds to believe that the transactions of the Client / Counterparty of the Client fall under the effect of international economic sanctions or are aimed at evading international economic sanctions;
- on other grounds stipulated by the Collect & Pay internal regulatory documents and procedures aimed at anti-money laundering and combating the financing of terrorism;
- for other grounds stipulated by the Law of the Republic of Kazakhstan "On Anti-Money Laundering, Combating the Financing of Terrorism”.
4.19.In any case, Collect & Pay shall not be responsible for any loss or damages incurred by Collect & Pay refusal to accept or execute any transaction or wire.
4.20.With regards to transactions to Third parties, Collect & Pay may apply, if relevant, for exemption from taxation or at a reduced tax rate provided for by any applicable international taxation treaty. In this regard, Collect & Pay may request from Third parties a document confirming its tax residency (apostilled tax residence certificate) of the state in which Third parties (non-residents of Kazakhstan) are registered.

5. ADMINISTRATOR’S REMUNERATION

The Administrator’s remuneration shall be published on the Website and/or Platform from time to time.

6. LIMITATION OF LIABILITY

Neither the Administrator nor any of its officers, directors, managers, principals, shareholders, partners, members, employees, agents, representatives and affiliates (each a "Related Party" and, collectively, the "Related Parties") shall be liable to the Client or any of its Affiliates for any loss or damage arising directly or indirectly (including special, incidental or consequential loss or damage) from the Client's use of the Website and/or Platform including any loss, damage or expense arising from, but not limited to, any defect, error, fault, mistake or inaccuracy with the Website, its contents or the Administrator's platform, or due to any unavailability of the website or any part thereof or any contents or the platform unless such loss, liability, damage or expense shall be proven to result directly from the wilful misconduct of such person. These exclusions for direct, indirect, special, incidental, consequential or exemplary damages including, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses.

In no event will the Administrator or any of its Related Parties be liable to the Client for special, indirect, punitive, or consequential damages, including, without limitation, loss of profits or lost business, even if the Administrator has been advised of the possibility of such damages. Under no circumstances will the liability of Administrator and Related Parties exceed, in the aggregate, the fees paid to Service Providers hereunder.

6.1.The Collect & Pay shall not be liable for any damage and/or losses incurred by the software provider, especially for losses and/or damages incurred by malware, spyware, or viruses attacking the platform and/or website. The Clients understand it and agree with it.
6.2. The Collect & Pay shall not be liable to any damage and/or losses incurred by a third provider integrated or not to Collect & Pay platform as the partner bank and /or the software provider and/or the digital currency exchange ("Third provider’). The Client agrees and understands that the Collect & Pay is a money service institution that brings the client a solution based on Third provider services. Accordingly, the Collect & Pay shall not be liable to any loss incurred by the Third provider. Accidentally, intentionally, negligently and/or maliciously. In such a case, the Client may contact and / or demand and / or sue the Third provider.
6.3. If the contractual conditions are violated by one of the parties, the aggrieved party shall be entitled to compensation for damage based on the applicable law, unless the other party proves that the obligations have been violated in circumstances excluding liability, legal facts referring to extra ordinary, unpredictable and independent event that has caused damage (unless the Agreement or these Terms stipulate expressly otherwise). Circumstances excluding liability on Collect & Pay's side comprise the following events: civil unrest in various forms, fire, flood, terrorist attack, or hacker attack; power supply outage (full or partial); interruption, outage or disruption in computer system operation (hardware or software) or in communication services (including an unexpected EMC outage) on the side of the Client or Third party by oviders or by the Client or Third providers; any technical breakdown on the side of the Client/Authorised Person in communication with Collect & Pay; any other extraordinary event, catastrophe, or extraordinary restrictions or instructions making it impossible to obtain the necessary permits in time, which directly or indirectly relate to the individual performances under the Agreement; or any other obstacle occurring independently of Collect & Pay 's will and preventing Collect & Pay from discharging its obligations. The Client shall indemnify and keep Collect & Pay indemnified against all damages, costs, expenses, taxes, liabilities, or losses of any nature suffered by Collect & Pay through the Client’s failure to observe any terms in respect of any instruction agreed with Collect & Pay.
6.4. The Client’s total liability in any period of 12 months for any damages and/or loss suffered by the Administrator under this Agreement shall not exceed a sum equal to the fees payable by the Client to the Administrator in the 12 months preceding the date on which the cause of action arose.
6.5. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury arising from its negligence.
6.6. The Collect & Pay will not be liable for any transaction that is made on the account by the client or any representative of the clients even if it is made by an authorized person or by the Clients referral. The client agrees that the Collect & Pay will communicate directly with the referral and share any information with him and requests. Any message that was sent to the referral will be considered as sent and successfully received by the Client.

7. PLATFORM

7.1.Considering that the Client’s e-mail address and / or phone number provided to Collect & Pay are used for communication with the Client, accessing of the Payment Account of the Client, as well as for authorization and confirmation purposes, login details to these instruments, including their passwords, shall be protected by the Client.
7.2.The Client is responsible for the login details to Client’s e-mail address and phone and must keep them safe, secure, private and confidential at all times and not disclose them to any third parties including friends and family members.
7.3.The Collect & Pay recommends memorizing passwords to these instruments and not recording them on any carrier where they can be watched by third parties, the Client’s contact information and designated authorities as mentioned in the application.
7.4.Client acknowledges and agrees that in case the platform Services hereunder has any error or delay or has been temporarily suspended, arising from service connection system or computer system or any relevant system or virus attack or electronic equipment problems and/or force majeure or any causes beyond the Collect & Pay control, the Applicant/Client shall not definitely raise a such error to claim any damages against the Collect & Pay and shall notify the Collect & Pay immediately of such error. However, Collect & Pay will use its best efforts to solve the issue hastily, and the Applicant/Client agrees to fully assist and cooperate with Collect & Pay to solve such issues.

8. CLIENT'S REPRESENTATIONS AND WARRANTIES.

Upon signing the Agreement, and each time Client submits a Payment Transaction, Client represents and warrants that:

8.1.Client has abided by this Client Agreement and all applicable law with regard to the Payment Transaction.
8.2.Each statement made herewith was true as of the date Client signed this Agreement.
8.3.The Client is obliged to provide updated organizational structure, ultimate beneficial owner, and other information to Collect & Pay as soon as these documents become effective or upon Collect & Pay request within 24 hours.
8.4.Collect & Pay reserves the right to cancel business relations with the Client if the business nature, organizational structure or any other documents of the Client were significantly changed or if such changes make the continuation of the business relationship impossible for Collect & Pay.
8.5.There have been no materially adverse changes in the information provided herewith or in the Client's financial condition or management.
8.6.The Client does not do business under a trade name or style not previously disclosed in writing, and there has been no change in the Client's business or the product lines that the Client sells not previously disclosed.
8.7.The Payment Transaction is genuine and arises from a bona fide sale of merchandise or services by the Client, the merchandise or services have been fully delivered or performed, and the Payment Transaction represents a valid obligation for the amount shown on the Transaction Data and does not involve the use of the Payment Instrument for any other purpose.
8.8.There are no liens or other encumbrances on the Payment Transaction, and the Client has the authority to convey the Payment Transaction for processing.
8.9.The Payment Transaction is not subject to any dispute, set-off or counterclaim.
8.10.The Payment Transaction has not been previously presented for processing unless allowed by the Rules.
8.11.Each statement on the Transaction Data is true, and the Client has no knowledge of facts that would impair the validity or collectability of the amount of the Payment Transaction.
8.12.The person who executes the Application on behalf of the Client has the full power and authority to execute the Application and to enter into this Client Agreement.
8.13.The Transaction Data is free from any material alteration not authorized by the Client.
8.14.The goods or services related to each Payment Transaction are Client’s property or Client has the legal right to sell them.
8.15.Client will pay all and any fee stated by Collect & Pay or by integrated parties, including exchange fees and rates. Client will hereby waive any claim in these matters against Collect & Pay and, the Client will perform the action only after understanding and requesting all data and fees and cost for the action, including conversion rates, etc.
8.16.The Client will undertake to establish and maintain effective systems and controls to ensure that, on an ongoing basis, it is properly informed as to, and takes reasonable measures to comply with relevant resolutions or sanctions issued by the United Nations Security Council or by the Republic of Kazakhstan.

In addition, the Client must confirm that neither the Client nor any of its affiliates or any of its relevant directors, officers, employees, agents or representatives directly or indirectly owned or controlled by an individual or legal entity, is subject to any sanctions currently imposed by government (or any authority) of Canada, USA, EU (or any of its member countries), the United Nations Security Council or any other relevant authorities.

8.17.If, at any time, when the Client or its affiliates, or any of their respective directors, officers, employees, agents or representatives, or other persons or companies owned or managed by the Client is imposed on sanctions, the Client shall immediately inform the Collect & Pay shall have the right to terminate the Agreement immediately without further liabilities.
8.18.Any violation of provisions of points 8.16-8.18 shall entitle the Collect & Pay to terminate this Agreement immediately without further liabilities.

9. Risk Disclosure

9.1.Trading risks. You acknowledge and agree that you shall access and use the Services at your own risk. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
9.1.1.You may sustain a total loss of the Funds in your Account, and, in some cases, you may incur losses beyond such Funds.
9,1.2.Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit or there is insufficient liquidity in the market.
9.1.3.All of the points noted above apply to all digital assets. This brief statement cannot, of course, disclose all risks and other aspects associated with these trades.
9.2.Internet transmission risks. You acknowledge that there are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that C&P shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, however caused.

9. MISCELLANEOUS

10.1.The Agreement shall be deemed to be concluded and shall enter into force at the date of the Agreement as put in recitals, subject to its signature by the Parties.
10.2.The Acting Law of AIFC shall apply to the Agreement.
10.3.This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one agreement.
10.4.The Сollect & Pay can deduct any amount from the client's account in relation to any expenses incurred in relation to the client or in connection to the account related to banks, etc.
10.5.If any of the Agreement provisions become void for any reason, including the adoption of the new statutory act, the other provisions of the Agreement remain in full force and effect and shall be binding on its Parties, and the Collect & Pay shall take all necessary measures to review such provision or to bring the Agreement in line with the requirements of new statutory act.