Terms of Use – Heritage Passports S.A.
These Terms of Use (“Terms”) constitute a binding agreement between Heritage Passports S.A. (“HP,” “Company,” “we,” “us,” or “our”) and any individual or entity (“User,” “you,” or “your”) who accesses or uses the website at HeritagePassports.com, any subdomain, or any related digital, telephonic, messaging, or AI-assisted channels operated by HP (collectively, the “Platform”). By visiting, accessing, or using the Platform, submitting any form, creating an account, booking a consultation, making a payment, or communicating with us in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and all documents incorporated by reference. If you do not agree, you must cease use immediately.
1. Status; Non-Governmental Role.
HP is an officially recognized and approved marketing and advisory agent authorized to promote and assist qualified investors in connection with the São Tomé & Príncipe Citizenship by Investment Program (“Program”). We are a private advisory and facilitation firm; we are not a governmental authority, immigration authority, court, or law firm. All approvals or denials of any application or request are made solely by the Government of São Tomé and Príncipe. Nothing on the Platform constitutes legal, tax, or investment advice; you should obtain independent professional advice.
2. Incorporated Policies and Agreements.
These Terms expressly incorporate by reference and form a unified legal framework with the following policies, each of which is published on the Platform and has the same legal force as if set out in full herein: Privacy Policy; Cookie Policy; AML & KYC Policy; Refund & Cancellation Policy; Service Disclaimer; and Legal Notice/Impressum. For any User who makes a payment or purchases services, the Citizenship Advisory Agreement (“CAA”) is also incorporated by reference and governs the service engagement; if there is any conflict between the CAA and these Terms regarding paid services, the CAA controls for that engagement.
3. Eligibility; Authority.
You represent that you are at least eighteen (18) years of age and have full power and authority to enter into and comply with these Terms. If you access on behalf of an entity, you represent that you have authority to bind that entity, and “you” includes the entity and its personnel who access or use the Platform.
4. Consent to Communications.
By using the Platform or providing contact information, you expressly consent to receive communications from HP and our agents via any lawful means, including telephone calls, SMS, MMS, WhatsApp, email, social media messaging, chatbots, AI-generated or AI-assisted systems, autodialers, and prerecorded or synthesized voice. Communications may concern inquiries, service updates, scheduling, verification, onboarding, compliance, and lawful marketing. Communications may be recorded or monitored for quality, compliance, and security. You may withdraw consent by emailing [email protected]; withdrawal may limit or prevent services.
5. Electronic Signatures and Records.
You agree that electronic signatures, clickwrap acceptance, checkbox assent, typed names, and electronic records have the same legal effect as handwritten signatures and paper records under the ESIGN Act, UETA, the eIDAS Regulation, and other applicable laws. We may maintain contracts and consents solely in electronic form.
6. User Responsibilities; Prohibited Conduct.
You agree to provide accurate, complete, and current information; maintain the confidentiality of any credentials; comply with all applicable laws; and refrain from: misrepresenting identity or eligibility; interfering with the Platform; scraping, data mining, or training AI models on our content; reverse engineering; introducing malware; sending abusive, harassing, or unlawful content; or using the Platform for unlawful purposes. You are responsible for any actions taken using your credentials or devices.
7. Payments; Fees; Taxes; No Refunds; Chargeback Waiver.
All fees payable to HP for advisory and facilitation services are due as invoiced and are strictly non-refundable once paid. Government fees, donations, taxes, and third‑party costs are separate and are paid directly to the relevant third party unless explicitly stated otherwise. You are responsible for bank, transfer, currency conversion, and payment processor fees, and for any taxes arising from your transactions and investments. You irrevocably waive and agree not to initiate any chargeback, reversal, recall, or dispute of payments made to HP. Any attempt to do so constitutes a material breach, and you agree to reimburse all related costs, fees, and damages.
8. Governmental Decisions; Assumption of Risk; No Guarantee.
You acknowledge that governmental bodies solely control eligibility, due diligence, processing timelines, and outcomes. You assume all risks associated with timing, delays, denials, policy changes, and third‑party requirements. HP makes no representation, warranty, or guarantee of approval, processing speed, or outcome.
9. AML/KYC; Compliance Cooperation.
We comply with applicable Anti‑Money Laundering (AML), Counter‑Terrorist Financing (CFT), and Know‑Your‑Customer (KYC) requirements. You agree to promptly provide identity documentation, proof of address, source of funds/wealth evidence, and any additional information reasonably requested for due diligence. We may suspend or terminate services, or decline transactions, where compliance requirements are not met or risk is unacceptable.
10. Confidentiality; Non‑Disclosure.
Non‑public information exchanged between you and HP in connection with services is confidential. You agree not to disclose, publish, or distribute our confidential information, internal processes, pricing, documents, or correspondence without our prior written consent, except where required by law. We may disclose information where necessary to perform services, comply with law, or protect our rights.
11. Non‑Circumvention.
You shall not circumvent HP to contract directly with any governmental office, intermediary, bank, consultant, or service provider introduced by HP for the purpose of avoiding fees or obligations to HP. Any circumvention constitutes a material breach and entitles HP to equitable relief and damages.
12. Intellectual Property.
All content, text, data, software, scripts, graphics, photographs, logos, trade dress, trademarks, and other materials on the Platform (including AI‑assisted or AI‑generated content created for HP) are owned by HP or its licensors and are protected by law. You receive a limited, revocable, non‑exclusive, non‑transferable license to access the Platform for personal informational purposes only. You shall not copy, reproduce, modify, adapt, translate, distribute, create derivative works, perform, display, or otherwise exploit the content without our express written permission. Unauthorized use may result in termination and legal action.
13. Third‑Party Services; Security.
The Platform may reference or link to third‑party sites or services (e.g., payment processors, messaging platforms). We do not control, endorse, or assume responsibility for third‑party services, their security, or their privacy practices. While we implement commercially reasonable safeguards, no system is entirely secure, and we do not guarantee absolute security. You acknowledge the risks inherent in Internet and third‑party systems.
14. Publicity; Testimonials; Feedback.
You grant HP a worldwide, royalty‑free, perpetual license to use, reproduce, and display anonymized feedback, testimonials, success stories, and case outcomes you voluntarily provide, including first name initial and country or general descriptors (e.g., “Client from Europe”), provided no confidential information is disclosed. You may revoke testimonial consent by written notice; we will remove future use on a reasonable go‑forward basis. You grant HP ownership in aggregated or anonymized feedback and suggestions without compensation.
15. No Fiduciary; No Agency; No Employment.
Nothing in these Terms creates a fiduciary relationship, attorney‑client relationship, partnership, joint venture, agency, or employment relationship between you and HP. You have no authority to bind HP in any respect.
16. No Reliance; Independent Advice.
You acknowledge that you have not relied on any statement, promise, projection, forecast, or representation not expressly set out in these Terms or the CAA. You understand that you should obtain independent legal, tax, and financial advice and that your decisions are your sole responsibility.
17. Force Majeure.
HP shall not be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, embargoes, epidemics or pandemics, governmental actions or delays, regulatory changes, failures of utilities or telecommunications, cyberattacks, denial‑of‑service attacks, or other force majeure events. Performance is suspended for the duration of such event without liability.
18. Limitation of Liability.
To the maximum extent permitted by law, HP shall not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or enhanced damages, including lost profits, lost opportunities, business interruption, or loss of data, even if advised of the possibility. In all cases, HP’s total aggregate liability arising out of or related to the Platform or services shall not exceed the total amount of service fees actually paid by you directly to HP for the specific advisory service giving rise to the claim. Amounts paid by you to any third party—including the Government of São Tomé and Príncipe, agencies, banks, notaries, translators, or outside professionals—are excluded from the liability cap.
19. Indemnification; Third‑Party Claims; Outside Proceedings.
You shall defend, indemnify, and hold harmless HP and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: your use of the Platform or services; your breach of these Terms or applicable law; your infringement, misappropriation, defamation, or violation of any right; any third‑party claim arising from your conduct; and any attempt by you to initiate, maintain, or participate in a complaint, lawsuit, chargeback, or other proceeding outside the dispute resolution process set forth herein.
20. Dispute Resolution; Mediation; Written‑Only ICDR Arbitration; Seat; Law; Language; Remedies; Confidentiality.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or services shall be resolved exclusively as follows. First, the parties shall engage in good‑faith internal mediation administered by HP or its appointed mediator, conducted remotely at no cost to you. If not resolved within fourteen (14) days, the dispute shall proceed to confidential mediation administered remotely by the International Centre for Dispute Resolution (“ICDR”), with each party bearing its own costs and sharing ICDR fees equally. If mediation fails within thirty (30) days of commencement, the dispute shall be resolved by binding arbitration administered by the ICDR under its International Arbitration Rules, based solely on written submissions, with no hearings of any kind (in‑person, telephonic, or video). The legal seat of arbitration is Lisbon, Portugal, for procedural purposes; the substantive governing law is the law of São Tomé and Príncipe; the language is English. The arbitrator’s authority is strictly limited to interpreting and applying the written terms of these Terms and applicable incorporated policies; the arbitrator may not expand, modify, or disregard any contractual provision, nor render any award on principles of equity that contravene the express terms. Any award inconsistent with the foregoing shall constitute an excess of authority and may be vacated by a competent court. Except as necessary to enforce an award, all proceedings, submissions, and awards are confidential. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. Notwithstanding the foregoing, HP may seek temporary, preliminary, or permanent injunctive relief in any competent court to protect its intellectual property, confidential information, or non‑circumvention rights.
21. Class Action and Jury Trial Waiver.
To the fullest extent permitted by law, you irrevocably waive any right to a jury trial and any right to act as a class representative or participate as a member of a class, collective, consolidated, or representative action. Claims may be brought only in your individual capacity.
22. Time Limit to Bring Claims.
Any claim or cause of action arising out of or related to these Terms or the Platform must be filed within one (1) year after such claim accrues; otherwise, the claim is permanently barred.
23. Notices.
All notices to HP under these Terms must be sent by email to [email protected] and are deemed given when actually received. We may provide notices to you via the Platform, email, SMS, WhatsApp, or other contact details you provide.
24. Assignment; No Third‑Party Beneficiaries.
You may not assign or transfer these Terms or any rights or obligations without our prior written consent. Any unauthorized assignment is void. These Terms do not create any third‑party beneficiary rights.
25. Governing Law; Enforcement of Awards.
These Terms are governed by the substantive laws of São Tomé and Príncipe, without regard to conflict‑of‑laws rules. Arbitral awards may be recognized and enforced in any jurisdiction pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention).
26. Severability; Survival; Cumulative Remedies; Waiver.
If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect and shall be enforced to the maximum extent permitted. Sections concerning intellectual property, confidentiality, non‑circumvention, limitation of liability, indemnification, dispute resolution, class action waiver, time limits, and notices survive termination indefinitely. Rights and remedies are cumulative and in addition to those available at law or in equity. No waiver by HP of any term shall be deemed a further or continuing waiver of such term or any other term.
27. Governing Language; Interpretation.
These Terms are drafted in English, which controls in all respects. Any translation is for convenience only. Headings are for reference and do not affect interpretation.
28. Entire Agreement; Changes; Continued Use.
These Terms, together with the incorporated policies and, where applicable, the Citizenship Advisory Agreement, constitute the entire agreement between you and HP regarding the Platform and services and supersede all prior or contemporaneous communications and understandings. We may update these Terms and incorporated policies at any time by posting revised versions on the Platform; updates are effective upon posting. Your continued access or use following any update constitutes acceptance of the revised terms.
29. Contact.
Questions about these Terms or their enforcement should be directed to [email protected].