Terms & Conditions | Banxe

PLEASE READ THESE TERMS AND CONDITIONS (HEREINAFTER ALSO REFERRED AS "T&C") CAREFULLY BEFORE ACCEPTING THEM (BEFORE AGREEING TO THE CONDITIONS CONTAINED IN THEM). IF YOU (HEREAFTER "YOU", "USER", "CUSTOMER", OR SIMILAR TERMS MEANS THE PERSON OR LEGAL ENTITY ACCESSING OR USING THE PLATFORM) DO NOT AGREE TO THESE T&C IN WHOLE OR IN PART, DO NOT USE THE APPLICATION, THE WEBSITE, OR OTHER SOFTWARE PROVIDED UNDER THESE T&C AND THE WEBSITE.

BANXE LTD, REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 11784778, REGISTERED ADDRESS: QUEENSBURY HOUSE, 106 QUEENS ROAD, BRIGHTON, EAST SUSSEX, ENGLAND, BN1 3XF, SUBSEQUENTLY REFERRED TO AS "BANXE", "WE", "COMPANY" PROVIDES THE SERVICES THAT (1) ARE CONNECTED WITH THE FUNCTIONALITY OF THE PLATFORM AND THE WEBSITE INCLUDING BUT NOT LIMITED TO HOSTING AND TECHNICAL SUPPORT, AND (2) FACILITATE USERS' IDENTIFICATION AND VERIFICATION FOR THE SERVICE PROVIDER COMPANIES. BANXE IS ONLY THE PARTY IN THE AGREEMENT WITH YOU WHILE PROVIDING SUCH SERVICES. IN CASE YOU USE THE SERVICES PROVIDED BY THE SERVICE PROVIDER COMPANIES YOU ACKNOWLEDGE, CONFIRM AND AGREE THAT YOU WILL HAVE DIRECT CONTRACTUAL RELATIONSHIPS WITH THEM. IN CERTAIN CASES YOU WILL HAVE CONTRACTUAL RELATIONSHIPS (DIRECTLY OR THROUGH THE SERVICE PROVIDER COMPANIES AS AGENTS OR INTERMEDIARIES) WITH OTHER ENTITIES THAT PROVIDE SPECIFIC FINANCIAL SERVICES, REQUIRED TO EXERCISE THE SERVICES OFFERED ON THE PLATFORM.

RISK STATEMENT

Prior opening any accounts with Banxe and Service Providers and using the Services, You confirm that You have read the risks statements here and at the Service Providers websites, as well as familiarized yourself with additional related information.

Using any financial instruments involves risks. These risks may include, among others, money transfers, foreign exchange, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks.

You should be experienced with respect to transactions in instruments such as the relevant financial instruments and, where relevant, in the underlying relating to such financial instruments.

You confirm your understanding of the risks associated with relevant financial instruments you are willing to use, and should only open and use accounts after careful consideration, with your legal, tax, accounting and other advisers.

Foreign currencies are subject to exchange rate fluctuations which may provide both opportunities and risks. The fluctuation in the exchange rate of foreign currencies may result in losses in the event that the customer converts the foreign currencies using Service Providers presented on the Platform.

The information provided on this website does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such. We do not recommend that any cryptocurrency should be bought, sold, or held by you. Nothing on this website should be taken as an offer to buy, sell or hold a cryptocurrency. Do conduct your own due diligence and consult your financial advisory before making any investment decision. We do not accept any responsibility and will not be liable for the investment decisions you make based on the information provided on the website.

Due to the potential for losses, the Financial Conduct Authority (FCA) considers investments in cryptoassets to be high risk.
The performance of most cryptoassets can be highly volatile, with their value dropping as quickly as it can rise. You should be prepared to lose all the money you invest in cryptoassets.
The cryptoasset market is largely unregulated. There is a risk of losing money or any cryptoassets you purchase due to risks such as cyber-attacks, financial crime, and firm failure.

These T&C contain the terms and conditions of use of the Platform, other software specified in these T&C and the Website (as defined below) and constitute a binding agreement between You and the Company (which are the parties to this agreement, hereinafter collectively referred to as the "Parties" and each individually as the "Party"). Your acceptance of the Company's offer which contain these T&C (resulting in conclusion of the said agreement between the Parties) is carried out in electronic form when you put the symbol "✓" in the relevant checkbox with the following text: "[ ] I agree to Terms and Conditions and Data Protection Policy" in the relevant virtual window and proceed with the registration on the Platform for creating the Account. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

By agreeing to these Terms You agree to the Terms and Conditions of all Services on the Platform, including those offered by the Service Providers. You can access these Services' Terms and Conditions through the links in this document or at websites of the Service Providers. You are free to use all Services or any of them, but the technical conditions do not allow partial acceptance of the Services' Terms and Conditions. If You do not agree to all the Terms and Conditions, please stop using the Platform and the Website immediately.

YOU UNDERSTAND THAT BANXE Platform allows you to access various financial products and services that are provided by separate companies (Service Providers). These products and services may be governed by separate terms and conditions that are accessible through the websites of the Service Provider that provide the products and services as well as from these T&C. In that case these separate terms and conditions construe the parts of these T&C. Unless expressly stated otherwise, these T&C prevail over the Service Providers' terms and conditions. You agree to the terms and conditions that govern the products and services offered by these companies. The companies may enforce their terms and conditions, relying upon your acceptance of these T&C to do so. You agree and intend this and any other online agreement to be the legal equivalent of signed, written contracts, and equally binding.

BY ACCESSING AND USING SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST INCLUDING BUT NOT LIMITED TO THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST, THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY (OFAC), THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE, HAVE A CRIMINAL RECORD OR A JUDICIAL OR ADMINISTRATIVE PROHIBITION OF INTERNATIONAL OR NATIONAL TYPE ON CARRYING OUT ANY PAYMENT TRANSACTIONS. BANXE TO CONDUCT BUSINESS AND MAY RESTRICT OR REFUSE, AT ITS DISCRETION, THE PROVISION OF BANXE SERVICES IN CERTAIN COUNTRIES, REGIONS OR FOR ANY CASES WHICH MAY BE CONSIDERED AS UNACEPTABLE FOR ITS BUSINESS MODEL.

BY MAKING USE OF SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF SERVICES OFFERED ON BANXE PLATFORM AND TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; AND (3) BANXE SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.

We inform you that if the payment is due to be paid specifying the payment reference, contract number, invoice number or any other relevant information requested by the payee ot its payment acquirer, the payment may be sent back to you, while Banxe platform or Service Providers has the right to withhold a commission for the operation. Commission is withheld in accordance with fees for receiving and returning payments. We kindly ask you to get from your payee or its payment acquirer and indicate the relevant payment reference when performing the operation.

We inform you that information sources are for informational purposes only and the information contained there cannot be used as a reference for legal cases and complaints. All information resources are contained on the Banxe website.

1. DEFINITIONS AND INTERPRETATION

1.1 When used in these T&C, these terms and abbreviations shall have the following meanings:

• Account means the account, which has been created by You via Banxe web platform with one of the Service Providers and on which money, electronic money, and Digital Assets (the "Funds") are accounted for, and the relevant legislation. The words "credit to", "deposit to" used in relation to these defined expressions shall mean an increase in (increasing) the amount of Funds accounted for You on the Account, including as a result of the transfer by the Service Provider to You the title of property to Funds. The words "charge-off", "write-off", "withdrawal" used in relation to these defined expressions shall mean a decrease in (decreasing) the amount of Funds including as a result of deduction from the amount of the Service Provider's remuneration or Your other debt.
• Account Information Service Provider means a third-party payment service provider who is authorised by or registered with the Regulator to provide online account information services, and with your permission will be able to access certain online account information on one or more accounts held by you to give you a consolidated view of your payment accounts.
• Account Limit means any limit that applies in relation to your Account, such as account maximum balance, and limits on receiving and sending transfers from your Account as referred to in clause 5.
• Agreement means the agreement for your Account made up of these T&C.
• AML/CTF Requirements means any legal requirement, national or international, including soft law, pertaining to money laundering, terrorism financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction.
• Service Providers mean companies that provide financial services via the Platform.
• Available Balance means the value of funds available on your Account.
• Authorised User means the individual nominated by the main User to be responsible for the management of the Account.
• Business Days mean Monday to Friday between the hours of 9 am - 5 pm but does not include bank holidays, or public holidays in the United Kingdom.
• Card Scheme means Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.
• Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
• Customer Services - the Banxe's contact center for dealing with queries about your Account.
• Data Protection Laws - the following, to the extent they are applicable to a party: the Data Protection Act 2018 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority;
• Due Diligence Procedure means procedures for carrying out due diligence on Users in order to comply with applicable policies and regulatory obligations.
• Digital Currencies mean encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralised form.
• Fees - those fees payable by the User for using Services.
• Fiat Currency means any government-issued currency.
• Funds mean money (in any currency), electronic money and Digital Assets that can be kept in Account, sent to External Account or a third-party recipient, used to purchase Digital Assets or pay for the Services.
• Identification means a complex of measures to obtain data on the User, her/his representatives, other parties of a financial transaction (operation) defined in accordance with applicable laws, as well as to confirm the accuracy of such data.
• Information means any information related to an organization or individual.
• Intellectual Property Rights - mean without limitation, all patents (including models and inventions), trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in the Confidential Information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly.
• Platform means the "www.banxe.com" which is a web platform (a computer program, the access to which is provided by the means of using the Internet) for digital financial services, the right to use which is possessed by the Company and available at the Platform. The Platform provides the Users with the ability to apply for the Services provided by the Service Providers on the Platform.
• Pro wallet means non-custodial software crypto wallets on the Platform that give you complete control over your public and private keys, and subsequently full control over your crypto wallet and assets.
• Prohibited Jurisdictions mean the jurisdictions listed in clause 28 of these T&C in which (or to whose residents) neither Banxe nor the Service Providers provide financial or other services.
• Regulator means the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services of the Service Providers.
• Services mean those services and products, including but not limited to the Account, that may be made available to the Users from time to time.
• Transaction means any debit, credit or other adjustments to an Account that affects the balance of monies held in it.
• Website means "www.banxe.com".

1.2 In these T&C:

1.2.1 a reference to a clause is a reference to a clause in these T&C;

1.2.2 headings are for reference only and shall not affect the interpretation of these T&C;

1.2.3 the singular shall include the plural and vice versa;

1.2.4 a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;

1.2.5 a reference to a party shall include its personal representatives, successors and permitted assigns; and

1.2.6 reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.3 The User hereby agrees to:

(a) after putting the symbol "✓" in the checkbox with relevant inquest or expressing agreement in any other way permitted by law, participate in the promotional events, public competitions and other events held by the Company with the use of the Platform and (or) the Website as well as recognize oneself bound by the conditions of their carrying out placed on the Website or communicated to the User by the Company by other means. The User's consent to the conditions of such events and to the conditions of receiving bonuses is confirmed, among other things, by the actual User's actions to participate in such events and (or) by the consumption (use) by the User of the bonus provided to him. The User has the right to refuse to participate in a specific promotional event, a specific public competition or other event held by the Company by way of unilateral extrajudicial refusal to execute these T&C, of participation in the relevant event;

(b) revocation of the right to use the Platform and (or) the Website or applying by the Company against the User other negative measures in case of violation by the User of these T&C, and (or) any of the documents specified in this clause.

2. INTRODUCTION

2.1 By applying for an Account or otherwise requesting access to the Services you, being the User, confirm that you (I) wish to enter into an agreement with Banxe and Service Providers and (II) have read, understood and accepted these T&C. Digital Assets services offered on the Platform are provided by Service Providers. Banxe does not provide any services related to Digital Assets, including cryptocurrency. Such services are provided by further mentioned relevant entities.

2.2 By applying for an Account or otherwise requesting access to the Services the User agrees to Banxe providing all such information to the Service Providers who will check and verify the identity of the User, its directors, beneficial owners and Authorised Users as required by law.

2.3 The User acknowledges that a "soft footprint" search may be placed on the electronic files of the individuals by the credit reference agencies and their personal details may be accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism, identity verification and fraud prevention.

3. SCOPE OF THESE T&C

3.1 Services are made up of the Account that allows operation including the making of Transactions in accordance with the Agreement. The Account is an electronic money account. Your Account will be opened on your behalf through Banxe Platform with Service Providers. You may only hold an Account so long as you remain an approved user of Service Providers which provide you with your. Your rights and obligations relating to the use of this Account are subject to the Agreement. The Services also consist of:

3.1.1 the software used by Banxe on the User's behalf to create and administer the Accounts plus the beneficiaries and payment rules applied to them; and

3.2 The terms of these Terms and Conditions applicable to specific Transactions or payment types apply only to the extent that such Transactions or payment types are enabled for your Account.

3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.

3.4 You agree that Banxe or Service Providers may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your email address and mobile phone number updated.

4. OPENING AND USING THE ACCOUNT

4.1.1 To use the Platform You need to create an Account. To create an Account You must:

(a) for the User who (which) is:

a natural person (an individual) - provide Your full name, citizenship, country of birth, date and place of birth, the place of domicile, requisites of identification document, e-mail address, phone number, employment status and occupation, unless otherwise provided by the Platform's interface. In cases provided for in the Platform's interface, the provision of these data shall be carried out by providing us with images of an identity document and (or) other documents;

a legal entity (a body corporate) - provide the firm name, registration number, location (registered address), tax identification number (Tax ID number), business activities information, the extract from the trade register of the country of incorporation or other equivalent evidence of the status of a legal entity in accordance with the legislation of its country of incorporation with the date of issue no earlier than six (6) months before the date of submission of such an extract, the authorised document evidence of the entity's place of business, the entity's authorised director identity document scan copy and other documents that may be requested by the Company, confirmation documents of the entity's source of funds as well as relevant information and documents of its shareholders and UBOs'; and

(b) create a secure (strong) password in accordance with the Company's recommendations.

4.1.2 To open your accounts on the Platform and with the Service Providers you agree to pay onboarding maintenance fees which will be provided to you in email correspondence, invoices or by other digital means.

4.2 To be eligible to use the Platform:

4.2.1 As individual:

(a) You must be at least eighteen (18) years old or of a legal age in Your jurisdiction to enter into contracts and make financial transactions;

(b) You must be registered, domiciled or located in, or resident of, a country where using the Platform, is not contrary to local laws and other sources of law;

(c) You must not be a citizen (national) of, or reside in, a country which is a Prohibited Jurisdiction. We do not provide or provide with limitations the Services in Prohibited Jurisdictions. The final decision on whether to provide certain services remains with the Service Providers in accordance with their own policies and procedures.

4.2.1 As a User, that is a legal entity, on behalf of such legal entity you represent and warrant that:

(a) such legal entity is duly organised and validly existing under the legislation of the jurisdiction of its registration;

(b) the person representing such a legal entity is duly authorised by such legal entity to act on its behalf; and

(c) this legal entity is not registered in the Prohibited Jurisdictions, as well as the beneficial owners of this legal entity are not citizens (nationals) of the countries that are in the list of the Prohibited Jurisdictions and do not reside in the Prohibited Jurisdictions; the legal entity is not doing and will not do business in any way related to Prohibited Jurisdictions and undertakes a commitment to follow relevant AML & KYC legislation to not use the Platform to participate in transactions with any party related to the Prohibited Jurisdictions.

4.3 Your Accounts with Service Providers can receive bank and other types of payment transfers as added and notified to you by Banxe or the Service Providers from time to time. Subject to clause 4.4, your Account will be credited when the Service Provider receives the funds which could be up to three (3) Business Days after the payment being instructed, depending on how the payment was sent.

4.4 You must also undergo the procedure of identification before You are permitted to use the Services on Platform. You shall agree:

(a) to provide to the Company the information (documents) the Company requests for the purposes of identification and verification, finding out (determining) the sources of Your funds and (or) wealth, updating (actualization) the data submitted by You before, exclusion of facts of unfair or illegal behaviour on the Platform as well as for other purposes provided for by the legislation of England and Wales, and the agreement concluded between You and the Company, and permit the Company to keep such information (documents) for the period of no less than five years, process it (them) and perform in respect of it (them) other actions not contradicting the legislation of England and Wales;

(b) that We are entitled to make the inquiries, whether directly or through third parties, that We consider necessary to identify Your identity and address or protect You and (or) Us against fraud or other crime, and to take action We reasonably deem necessary based on the results of such inquiries. When We carry out these inquiries You acknowledge and agree that Your personal information may be disclosed to individuals and legal entities (including authorised state agencies) and that these entities may respond to Our inquiries in full. You acknowledge that We may also engage third-party providers to conduct all procedures of identification and subsequent verification We require and to disclose to such providers any data We receive from You including when creating Your Account;

(c) to keep up-to-date (ensure the operativity of) Your email address and telephone number which has been reported to Us during creation of Your Account in order to receive any notices or alerts that We may send You.

4.5 An incoming payment will not be credited to your Account with a Service Provider if:

4.5.1 the Account has reached the Account Limits; or

4.5.2 the Account is inactive or blocked or terminated; or

4.5.3 the sender has provided incorrect/invalid Account Details for your Account; or

4.5.4 the payment is suspected to be fraudulent or it is considered to be inconsistent with our established risk assessment, anti-money laundering and other policies and procedures.

You acknowledge that Banxe does not establish limits, block or perform other related actions to your Accounts with Service Providers. Such limitations and actions are subject to separate terms and conditions, and are made by sole decisions of the Service Providers.

4.6 If we are unable to credit your Account for any of the reasons in clause 4.5 then the funds may be sent back to the sender without a prior notification to you.

4.7 Your Account on the Platform will be configured and operated by Banxe. You agree that Service Providers and Banxe may exchange relevant instructions needed for the operation of your Accounts. We are also authorised to take instructions from any other Authorised User (where different from Banxe). You are responsible for all actions of the Authorised User in relation to the Account.

4.8 A Transaction is deemed to be authorised by you:

4.8.1 When the security information is authorised, or when it is instructed via the software with the relevant security credentials;

4.8.2 when you give instructions through a third party. Once the Transaction is confirmed by a Service Provider, it cannot be revoked (cancelled) save for in those circumstances set out in terms and conditions of relevant Service Provider.

4.9 You can revoke (cancel) any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to revoke (cancel) no later than close of the Business Day before the Transaction was due to take place.

4.10 Revoking (cancelling) a Direct Debit Mandate will not terminate the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.

4.11 If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds in your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in clause 4.12 apply. You agree that once we make this negative balance known to you, we will charge you the amount of the negative balance and you must repay it immediately. We may charge the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account. We may also report the negative balance to credit reference agencies and initiate Money Claim Procedure against your debt.

4.12 Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.

4.13 The Available Balance on your Account will not earn any interest.

4.14 You can check the balance and Transaction history of your Account at any time via the Platform if you have relevant access details.

4.15 You will be provided with a digital monthly statement free of charge, setting out information relating to individual payment Transactions.

4.16. We shall assess and verify the information and documentation provided by You and, if everything is in compliance with these T&C, Your Account creation will be successfully finalised. The data provided by You during identification is subject to verification in the course of compliance with AML/CFT Requirements.

4.17. After passing Due Diligence, identification and verification You can access the Services offered on the Platform by the Service Providers. In some cases the specific Services require additional verification.

4.18. We may, at Our sole and absolute discretion, at any time during Your use of the Platform/Application request some information and documentation in addition to those provided within creation of Your Account, in particular, when We suspect certain unlawful activity and (or) activity that do not comply with the conditions of the agreement between the Company and You is taking place via Your Account.

4.19. We may periodically review (update, actualise) the information and documents provided by You within the identification or verification process and (or) ask You to update (actualize) them. You are obliged to promptly (within three calendar days) reply to such requests (but if another term is specified in the request You must give the answer in the term specified in the request).

4.20. You represent and warrant that all the information and documents You provide to Us with regard to the Services are true, accurate, up-to-date, authentic and belong to You. You have responsibility for the reliability (veracity) of these information and documents.

4.21. In accordance with these T&C, You must notify the Company about changes in the data (information) specified in sub-clause 4.1 of this clause within a period not exceeding three days from the date the corresponding changes occurred.

4.22. We may, at our sole discretion, refuse to create an Account for You. These T&C, are not a public agreement or contract of adhesion. The Company is not obliged to provide the Services to anyone who applies.

5. ACCOUNT LIMITS

5.1 Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, the maximum aggregate value of all payment Transactions made from your Account in a particular time period e.g. during any one (1) Business Day and the maximum number of payment Transactions made from your Account over a particular time frame.

5.2 The limits and restrictions that apply to your Account will be communicated to you during the Account set-up process. These limits may also change over time based on your Account usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.

5.3 To manage different risks, particularly with respect to money laundering, fraud or security concerns, there are several control procedures applied, including limits, to certain types of payment. They may be changed as necessary but for security purposes, they can not be disclosed.

6. CRYPTO SERVICES AND ELECTRONIC MONEY AND PAYMENT/TRANSACTION SERVICES

6.1 Banxe Platform includes the crypto services and electronic money and payment/transactions services provided by authorised Service Providers.

6.2 Service Providers also provide Pro wallet services reflected on the Banxe Platform. Such services are performed in appliance with below listed provisions, but not limited to them (the specific terms and conditions could be found by you on the website of the relevant Service Provider):

6.2.1 You may use the non-custodial wallets in order to store and use your funds in crypto currency. The use of Pro Wallet is carried out via using the Platform.

6.2.2 In order to use the Pro Wallet service, you must register on the Platform. On the Platform, you can open both a Pro Wallet non-custodial wallet and a custodial wallet, you can use both wallets at the same time. To use the Pro Wallet service, upon registration you will receive a 12-digit seed phrase, with which you can use the Pro Wallet service. The seed phrase is generated randomly. If you lose access to the seed phrase, access to the Pro Wallet service in relation to the open wallet is terminated until the password is found. We are not responsible for the inability to use the Pro Wallet service in relation to an open wallet if the password is lost for any reason.

6.2.3 Pro Wallet allows you to carry out the following operations with cryptocurrency:

(a) Keep cryptocurrency on the wallet

(b) Get access to non-custodial wallets on other platforms upon receipt of a 12-digit seed phrase.

(c) Purchase various cryptocurrencies on a non-custodial wallet

(d) Check the balance of a non-custodial wallet and get acquainted with the current rates of cryptocurrencies

6.2.5 When using Pro Wallet it is forbidden to:

(a) Transfer funds from non-custodial to custodial wallets to users who have not passed the KYC procedure

(b) Transfer funds from the crypto wallet to the current account of the users who have not passed the KYC procedure, including to the account of the user - the owner of the non-custodial crypto wallet

6.2.6 The relevant Service Provider is responsible for the safety of funds on a non-custodial crypto wallet only if the User, under the Agreement with Banxe, transferred access to the 12-digit seed phrase for the non-custodial crypto wallet and it is documented that Banxe deliberately transferred access to the 12-digit seed phrase without the consent of the User. In all other cases, the User is solely responsible for any violations and legal facts related to the User's non-custodial wallet.

6.2.7 With regard to the 12-digit seed phrase, the User confirms the following information:

(a) The User can create a new wallet or import an existing one by 12-digit seed phrase.

(b) When using the functionality of the provided service, the User is provided with a master password, which allows the user to make transactions without publicly transferring the 12-digit seed phrase to third parties.

(c) If the master password is lost, the Platform will not be able to help restore it, nor is it responsible for the lost master passwords, to restore access to funds, the User must import the wallet by seed phrase and set a new master password.

(d) If the master password and seed phrase are lost, the Platform will not be able to restore access, as it does not store secret keys, seed phrases, master passwords.

7. RESTRICTIONS AND BONUSES

7.1. The Platform, other software specified in these T&C, and their content are used by You at Your own risk and responsibility. By using them You acknowledge that You do not find the Services to be offensive or not in your interest in any way. It is Your responsibility to determine whether You are permitted to use the Platform, other software specified in these T&C and their content according to the jurisdiction of Your domicile or any country in which You may be located.

7.2. You are obliged not to use the Platform and it's content, other software specified in these T&C, for any unlawful purpose under any law that is applicable to You or that is prohibited by or in breach of these T&C. You warrant (represent, agree) that:

(a) You are at least eighteen (18) years old or of a legal age in Your jurisdiction to enter into contracts and make financial transactions;

(b) You are using the Platform, other software specified in these T&C, the Website and their content solely for Your own needs (or needs of your organization represented) and not for any of your clients or other third parties;

(c) You are acting in Your own legal capacity (on Your own behalf) and not on behalf of another person (with the exception of duly authorized (empowered) representatives, inter alia of a User which is a legal entity);

(d) You do not reside or registered (for a User which is a legal entity) in a country, which is included by the Company in the list of Prohibited Jurisdictions, as well as the User's entity beneficial owners do not reside in it, as well as You cannot do business or conduct operations with such countries;

(e) You have the right to enter into these T&C, and no other agreement to which you are a party will be breached;

(f) You will not conduct criminal or other unlawful activities through (or by using) the Platform and other software specified in these T&C, including money laundering, terrorist financing and financing of proliferation of weapons, fraud, tax (fees) evasion, making any transactions aiming to bypass sanctions or any other crime or another transgression of the law;

(g) You will not use the Platform and other software specified in these T&C, if any law applicable to You prohibits or does not allow their use in whole or in part;

(h) You do not use any insider information about crypto currencies and tokens in an unscrupulous (illegal) way and do not manipulate their trading/exchange values within Your usage of the Platform and other software specified in these T&C;

(i) You shall not allow other persons to use Your Account (with the exception of Your duly authorized (empowered) representatives, inter alia if You are a User which is a legal entity);

(j) You will not solicit or in any way seek to obtain any information, including personally identifiable information, relating to other users of the Platform or visitors of the Website;

(k) You will not intercept, damage or modify any communication which is not intended for You or get acquainted with such a communication;

(l) You will not upload or distribute any software, files or data containing viruses, spiders, robots, worms, trojan-horse or any elements which are corrupted or may have any other negative impact on the Platform, other software specified in these T&C, the Website and their content;

(m) You will not impact or attempt to impact the availability of the Services or operation of the Website, with a denial of service (DOS) or distributed denial of service (DDoS) attack or use the Platform, other software specified in these T&C, and their content in a way that could damage or otherwise impaired their functioning;

(n) You will not attempt to modify, decompile, reverse-engineer or disassemble the Platform, other software specified in these T&C, the Website and their content in any way;

(o) You will not initiate and send chain letters, junk mail (spam) to Us and users of the Platform, other software specified in these T&C;

(p) You will not prevent other users from using the Platform, other software specified in these T&C;

(q) You will not submit, post, upload or grant Us access to any information or material that infringes third party's Intellectual Property Rights;

(r) You will not encourage, promote or carry out any activity that violates these T&C.

7.3. In case of suspicion of money laundering, terrorist financing and financing of proliferation of weapons, fraud, or other activities that may violate any applicable law, or these T&C, the Company and Service Providers reserve the right to report all the necessary information to the relevant authorities and other organizations, including without providing You with notice of such report.

7.4. The Company may, at its sole and absolute discretion, transfer to all or certain persons, who has created Accounts on the Platform (on behalf of the User), the title of property to Funds on a non-reimbursable (without consideration) and non-refundable (non-repayable) basis in the cases and amounts specified by the Company at its sole and absolute discretion, unless otherwise provided by these T&C. To refer to the Funds, the title of property to which is transferred on a non-reimbursable (without consideration) and non-refundable (non-repayable) basis, the word "bonus" may be used. The Company shall be entitled to determine the purposes for which such Funds (the title of property to them) must be used by the said persons (the User) as well as limit or prohibit to withdraw such Funds and (or) the Fiat currency obtained as a result of alienation of such Funds (the title of property to them).

8. CLOSING YOUR ACCOUNT

8.1 You may close your Account by contacting Customer Services.

8.2 The Account will be closed if the Service Provider instructs us to close your Account (in such a case We will inform you of this instruction).

8.3 On termination of the Agreement for any reason, these T&C, will automatically terminate, and your Account will be closed.

8.4 In the event of termination of the contractual relations between You and the Service Provider, Your Funds will be transferred to You at Your own different account after deduction of the amounts of remuneration.

8.5. An Account that has not been used (i.e. You have not used any Services the Platform) for more than six months may be qualified by the Company as abandoned.

8.6. Abandoned Accounts may be deactivated (closed) by the Company. You will receive an email notification fifteen days prior to the Account deactivation (closing).

8.7. The Company has the right not to apply the provisions of this clause inter alia if the User has not finalised the passing the Identification procedure.

9. YOUR LIABILITY AND AUTHORISATIONS

9.1 You are responsible for understanding and complying with the Agreement including these T&C.

9.2 We may at any time suspend, restrict or refuse to authorise any use of your Account or refuse to process your instructions or authorise any particular Transaction where:

9.2.1 we are concerned about the security of or access to your Account;

9.2.2 we know or suspect that your Account is being used in an unauthorised or fraudulent manner;

9.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;

9.2.4 the Transaction would breach the limits applicable to your Account;

9.2.5 You, the Authorised User, breach an important part of these T&C, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.

9.3 If we cancel, suspend or restrict your Account, or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you of the refusal, suspension or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.

9.4 You or the Authorised User must not to:

9.4.1 allow another person to use security information related to the Account,

9.4.2 write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or

9.4.3 disclose passwords or any security information or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.

9.4.4 violate any act of legislation (including of a foreign state) or any third-party rights, including Intellectual Property Rights;

9.4.5 exercise Our rights under these T&C;

9.5 You must take all reasonable steps to always keep your Account and password(s) and any other security-related details safe at all times.

9.5.1 If you visit a website or receive a message that asks for your password, other than from the Banxe website, this should be reported to us.

9.5.2 If you are in doubt whether a website is genuine, you should contact Customer Services.

9.5.3 If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.

9.5.4 If you are initiating your password(s) change or your account has been compromised, you will be asked to complete verification steps and provide certain data related to your accounts:

• Full name
• Date of Birth
• Residential address
• Passport number or ID number, and issue date of the document used for verification
• Phone number connected to the accounts
• Account registration date
• Accounts remaining balance
• Dates of the latest transactions
• Amounts of the latest transactions with relevant Service Provider, specifying if that was a deposit or withdrawal operation
• Recipient / source of funds of the latest transactions.

It is required to repeat the procedure of your identity verification via a third party platform once the supplied data is confirmed.

You understand and agree that until you will pass all required steps, you will not be able to access your accounts held with the Service Providers, and to manage any type of funds remaining there. You also acknowledge that neither Banxe nor the Service Providers will be responsible for restoring your access to accounts and funds placed there, if you cannot complete the verification steps.

9.6 You will be liable for all Transactions that take place as a result of you, the Authorised User acting fraudulently or failing to comply with these T&C, with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.

9.7 You will be liable for all Transactions any Authorised User or Service Providers make on your behalf as per this Agreement, along with those made by a third party provider authorised by you to initiate a Transaction.

9.8 You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Platform log in details and API security details, if you, the Authorised User, fail to keep the security features of the Account safe.

9.9 It is your responsibility to keep us updated on changes to your Information, including email address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these T&C.

9.10 You agree to indemnify and hold harmless, us, partners, Service Providers, sponsors, and Service Providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these T&C, and/or any breach of these T&C, by you.

10. DISPUTES AND INCORRECT TRANSACTIONS

10.1 If you (or an Authorised User) have a reason to believe that (I) a Transaction on your Account was unauthorised or was made incorrectly, or (II) someone else knows the security credentials or otherwise has unauthorised access to your Account, you must inform us immediately by contacting Customer Services.

10.2 We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within thirteen (13) months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.

10.3 If you dispute a Transaction:

10.3.1 subject to clauses 10.3.2 and 10.3.3 the amounts will be immediately refunded to your Account to the position it would have been in if the unauthorised Transaction had not taken place.

10.3.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available at the time you report the unauthorised Transaction), it may be investigated before giving you a refund and you will be provided with supporting evidence if you are not entitled to the refund;

10.3.3 if the Transaction was initiated through third parties, it is for the third parties to prove that the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the third parties's payment initiation service; and

10.4. If an incorrect Transaction is paid into your Account that should not have, where possible, the funds will be immediately sent back to the bank acting for the person from whose account the Transaction was made. In such circumstances, you agree to return the funds and provide such assistance that may be required in recovering the amount from you. If the funds cannot be recovered, it is required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.

10.5 You will be liable for all Transactions made from your Account if you (or the Authorised User) have acted fraudulently or have failed with gross negligence:

10.5.1 to keep the security credentials used to access or use your Account safe and secure or otherwise failed to comply with these T&C, in relation to the safety of your Account; or

10.5.2 failed to notify us in accordance with clause 10.1 above.

10.6 You may be entitled to a refund where a Transaction from your account which was initiated by the payee provided that:

10.6.1 the authorisation did not specify the exact amount;

10.6.2 The amount of Transaction exceeded the amount you could reasonably have expected (taking into account your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for determination if this is correct; and

10.6.3 You asked for a refund within eight (8) weeks of the date the Transaction was debited to your Account. In such circumstances you will be refunded within ten (10) Business Days of receiving your claim for a refund or, where applicable, within ten (10) Business Days of receiving any further information requested - or you will be provided with reasons for refusing the refund.

10.7 If you want a refund for a Transaction made using the Direct Debit scheme, the Direct Debit Guarantee will apply instead of the terms in clause 10.6 above.

11. COMPLAINTS PROCEDURE

11.1 Complaints regarding any element of the service provided by us or Service Providers can be sent to Customer Services.

11.2 All complaints will be subject to complaints procedure. You can be provided with a copy of the complaints procedure upon request.

11.3 In most cases you will be provided with a full response by email to your complaint within fifteen (15) Business Days after the date your complaint was received. In exceptional circumstances where we or Service Provider are unable to respond in full to your complaint, you will be informed of this giving reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five (35) Business Days of the date your complaint was received.

11.4 If your complaint is not resolved to your satisfaction you may refer your complaint to the Financial Ombudsman Service. Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

12. FEES

12.1 The table with fees is located on the Platform at: banxe.com/pricing/personal/ and banxe.com/pricing/business/

12.2 The Fees are subject to change at the Service Provider's or Banxe (when fees are related to your Banxe digital account) sole discretion. You agree to pay all Fees and when opening an account with Banxe you indicate your acceptance of the Fees, including any changes that we may introduce to the Fees from time to time. We will send any updated Fees to your registered email, update the Fees section of the Platform or post a message through your Account. If you are unclear as to any applicable Fees, you should contact the Customer Services.

12.3 Your transactions may be subject to currency conversions. If you make a transfer from your Account denominated in one currency to an account in a different currency, then there may be a fee for the conversion into the destination currency. You may be charged a currency conversion fee as a percentage of the transaction or as a fixed amount, as applicable and as specified in the Fees.

12.4 The Fees payable by you will be deducted from your Available Balance and you hereby authorise to deduct such Fees. Transaction fees will be charged when the transaction is executed. Monthly fees will be charged at the beginning of the applicable calendar month. The Fees are non-refundable. The paid fee is also not refundable, including if the User has not provided information regarding the payment within the allotted time for any purposes, including for compliance purposes. If your Available Balance is insufficient to cover the Fees and Commissions, it may refuse to execute the payment. Reversal or chargeback fees will be deducted when incurred.

12.5. Service Providers have the right to charge you any bank commissions associated with refunds and other banking requests in relation to your transactions and related to your account and operations.

12.6. Service Providers are entitled to apply a tariff for incoming payments that is not indicated on the website and differs from it - for one of the following reasons:

a) If the user's incoming payment cannot be made to the account of a correspondent bank due to restrictions of the correspondent bank or its unavailability.

b) In case of a special request from a user.

12.7. As for the crypto related services, the Fees do not include certain basis fees as gas/blockchain fee or any other applicable.

13. SERVICES

13.1 The applicable Services will be accessible to the User through the Platform.

13.2 You fully acknowledge and agree that when you use the Services represented on the Banxe Platfom, they are provided by registered Service Provider companies with which you have direct contractual relationships.

13.2.1 Tompay LTD, a company registered in England and Wales with company number 12484741, registered address: Mocatta House, Trafalgar Place, Brighton BN1 4DU. Tompay LTD is registered with the Financial Conduct Authority (FCA) as an Authorised Electronic Money Institution under reference number 931509. Debit Card products are provided by Tompay LTD based on the Mastercard licence scheme. You may be able to complain about this firm to the Financial Ombudsman Service at https://www.financial-ombudsman.org.uk

Tompay LTD is your Service Provider of the following:

1) Payment account - an account held in the name of one or more payment service users which is used for the execution of payment transactions;

2) Electronic money, which is an electronic payment product. The value is held electronically or magnetically on the payment instrument itself (either locally or remotely) and payments using the value are made electronically;

3) Payment transactions;

4) Foreign exchange services;

5) Debit cards.

You acknowledge that by using the services listed above, which are provided according to the separate Terms and Conditions of Tompay LTD, those Terms and Conditions shall be read by you prior opening your accounts, and you agree to strictly follow them: https://www.tompayment.com/terms/

13.2.2 Cryptocurrency services offered on the Banxe Platform are not provided by Tompay LTD or Banxe LTD. Neuronext Spółka z ograniczoną odpowiedzialnością (Neuronext Sp. z o.o.) is providing crypto services to You via the Banxe Platform. Neuronext Sp. z o.o. is registered in Poland under company number 526699145, registered address: 18 Jana Dantsyszka Street, Warsaw, 02-054, Poland. All virtual currency services offered on the Banxe platform e.g. of exchange for virtual or fiat currency exchange services are solely provided by NeuroNext Sp. z o.o.

You acknowledge that by using the services listed above, which are provided according to the separate Terms and Conditions of NeuroNext Sp. z o.o., those Terms and Conditions shall be read by you prior opening your accounts, and you agree to strictly follow them: https://www.neuronext.pl/terms

13.2.3 ProWallet service is provided by ILINK LIMITED, a Kazakhstan registered entity with its company number 220740900196, registered address: Office No. 402, 17 Kabanbay Batyr Avenue, Astana, 010010, Kazakhstan.

You acknowledge that by using the ProWallet service, which is provided according to the separate Terms and Conditions of ILINK LIMITED, those Terms and Conditions shall be read by you prior any use of ProWallet, and you agree to strictly follow them: https://ilink.dev/terms/

14. AUTHORISED USERS

14.1 Access to the Services is restricted to individuals that have been designated by the main User as Authorised Users.

For the Team Management services there are several types of Authorised Users You may add:

1) "Employee". Such an Authorised User will have a permission to view the accounts and download statements.
You will be able also to order debit cards for your employees from the relevant Service Provider.

2) "Accountant". Such an Authorised User will have permissions to make transactions, view the accounts and download statements.

You can set a monthly spending limit and a per-transaction spending limit for accountants.

14.2 The User must notify Banxe and the Service Providers of all relevant Authorised Users.

14.3 Each Authorised User is permitted to access and use the Services in accordance with these T&C.

14.4 The main User will be responsible for training its Authorised Users in the appropriate use of Services.

14.5 The main User shall ensure its Authorised Users:

14.5.1 take all reasonable care to ensure the Product access credentials, including login details to the Platform, where applicable, are kept confidential to each Authorised User; and

14.5.2 do not share any information that would enable another party to access the User's Account.

14.6 The User acknowledges and agrees that each Authorised User is authorised by the User to act on its behalf. Banxe shall deem any instruction given by an Authorised User is an instruction given by the User.

14.7 The User will be responsible for timely notification to Banxe of any revocation of Authorised User access. You shall give us notice to cancel Authorised User's access no later than close of the Business Day before such an access to the Platform shall be revoked. The User will be liable for all Transactions made, Fees incurred and use of the Services by an Authorised User until Authorised User access is canceled by the Platform technical team.

14.8 Where the Authorised User accesses the Services through Banxe Platform it will be considered as the User itself accessing the Services. In this instance if additional Authorised Users are required to be added, the User's request must be made to Banxe no later than close of the Business Day before such an access to the Platform shall begin.

15. ACCESSING SERVICES THROUGH BANXE

15.1 In the event the User utilises Banxe to access the Services, the User understand and agree that Banxe Plaform electronically transmits instructions to the Service Providers which include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing accounts held with Service Providers.

15.2 The User acknowledges and agrees that Banxe shall have no liability whatsoever with respect to the performance, availability or quality of Banxe Platform.

15.3 The User acknowledges and agrees to the following:

15.3.1 the Service Providers and Banxe mutually exchange digital instructions necessary to operate the User's Account;

15.3.2 the User understands it can only access its Account and make Transactions, review Transactions made or otherwise use the Services provided by the Service Providers via Banxe services; and

15.3.3 will only use the Account for the purposes declared by Banxe and in the manner set out in the Agreement.

16. CUSTOMER SERVICES

16.1 The User can contact Customer Services if it has any queries about the Services via email to support@banxe.com or post a letter to Mocatta House, Trafalgar Place, Brighton BN1 4DU. Customer Services department can request from the User certain types of information including but not limited to Authorised Users or Transactions so that it can verify the identity of an Authorised User and/or origin of Transactions.

16.2 Any information shared by the User will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the User's information will only be used in accordance with instructions of such a third party and only for the purpose of providing Customer Services to the User on behalf of such third party.

16.3 As part of Banxe's commitment to provide high quality customer service, its managers periodically monitor telephone communications between its employees and clients to ensure that Banxe's high-quality service standards are maintained. The User consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.

17. TERM, SUSPENSION AND TERMINATION

17.1 This Agreement shall commence on the date the User register on the platform and put the symbol "✓" in the relevant checkbox with the following text: "[ ] I agree to Terms and Conditions and Data Protection Policy" in the relevant virtual window and proceed with the registration on the Platform for creating the Account. In addition, when using some features of the Services, the User may be subject to specific additional terms and conditions applicable to those features.

17.2 The User or Banxe (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.

17.3 We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:

17.3.1 we discover any of the Information that we hold for you is false, misleading or materially incorrect; or

17.3.2 if you, the Authorised User or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of the same; or

17.3.3 you or the Authorised User have breached these T&C; or

17.3.4 we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.

17.4 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).

17.5 This Agreement will automatically terminate when all Accounts of the User are closed (for any reason).

17.6 On termination of this Agreement for any reason, any balance remaining in the User's Account(s) shall be returned to the User. The User shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse the Service Providers or Banxe such amount equal to the negative balance.

17.7 A User's access to the Platform, its services and the Support Communication Channels may be restricted if the User makes obscene or bad faith negative publications about Banxe, services provided on the Banxe's Platform and/or companies providing services on the Banxe 's platform.

18. INTELLECTUAL PROPERTY

18.1 The User acknowledges all Intellectual Property Rights in the Services are owned by or provided under licence to Banxe. Banxe grants the User a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Platform only for the purpose contemplated by this Agreement.

18.2 Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the User.

19. FORCE MAJEURE

19.1 We will not be liable for the non-performance or failure to provide any part of the Services occurring as a result of any events that are beyond the reasonable control of Banxe, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightning damage, or other causes over which Banxe has no reasonable control.

20. ASSIGNMENT TRANSFER AND SUBCONTRACTING

20.1 The Services provided to the User are personal to the User. The User may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Banxe.

20.2 The User agrees that Banxe may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Banxe may in its sole discretion subcontract any of its obligations under this Agreement.

20.3 In the event of any transfer of this Agreement by Banxe to another service provider; if the User does not want to transfer to the new provider, the User must notify Banxe of its objection in writing to Customer Services. On receipt of such notification, Banxe will terminate this Agreement. Any balance remaining in the User's Account(s) will be returned to the User in accordance with the redemption procedure set out in these Terms and Conditions.

21. OUR LIABILITY

21.1 Our liability and the liability of the Service Providers in connection with these T&C, (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:

21.1.1 neither we, nor Service Providers shall be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;

21.1.2 neither we, nor Service Providers shall be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses/damages;

21.1.3 where sums are incorrectly deducted from your Available Balance due to the Platform default, our liability and that of the Service Providers' and distributors shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;

21.1.4 In all other circumstances of the Platform default, our liability and that the Service Providers' and distributors jointly will be limited to transferring any Available Balance to your nominated bank account.

21.2 In circumstances where sums are incorrectly deducted from your Available Balance due to the Platform fault, if it requires your support to enable to recover the incorrect deduction, you agree to provide us, the Service Providers' with all assistance that we reasonably require.

21.3 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

21.4 We make no warranty that access to and use of the Services will be uninterrupted or error-free.

21.5 We shall not be liable to the User for any loss or damage the User may suffer as a result of any act or omission of an Authorised User or an Authorised User's use of or inability to use the Services.

21.6 The User agrees to indemnify Banxe against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Banxe directly or indirectly incurs or which are brought against Banxe if the User or an Authorised User has acted fraudulently, been negligent or has misused Banxe Services or any of the services provided under this Agreement.

21.7 Banxe shall not be responsible in any way for any interest or claims of any third parties in respect of the Services, except as required by law or regulation.

21.8 The above exclusions and limitations set out in the above clauses 20.1-20.7 shall apply to any liability of our affiliates and other suppliers, contractors or Service Providers and any of their respective affiliates (if any), to you, which may arise in connection with these T&C,.

22. REPORTS

22.1 Banxe may make available certain management or other reporting or business administration functionality via the Platform.

22.2 Banxe may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.

22.3 Via Banxe Team management services it is possible to upload statements showing your money and cryptocurrencies transactions made with Service Providers, as well as to import and export fiat money transactions statements for accounting purposes using our integration with Xero.

23. DATA PRIVACY

23.1 Banxe will collect and retain personal information about the User and each Authorised User to enable Banxe to deliver the Services, the services linked to it and deal with any enquiries that the User may have about it. You must update any changes to your Information by contacting Customer Services. Banxe is the data controller of the personal information gathered by Banxe for such purpose. You acknowledge and agree that if via the Banxe Platform you use a financial or electronic money Product of a Service Provider, then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use or data policies available on their website. Banxe will, at such a third-party provider's direction, collect, process and transfer the User's personal data to enable the Service Provider to perform the services requested by the User.

23.2 Banxe processes personal information in accordance with the Data Protection Act 2018 and other applicable laws.

23.3 If Banxe transfers the User's information to a third party in a country outside of the European Economic Area, Banxe will ensure that the third party agrees to apply the same levels of protection that Banxe is legally obliged to have in place when Banxe processes personal data.

23.4 Further information about how Banxe uses personal information can be found in Privacy Policy which is available at: banxe.com/privacy-policy/.

23.5 If you or the Authorised User allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.

23.6 We will retain details of individual transactions for six (6) years from the date on which the particular transaction was completed. We will maintain all other records for six (6) years from which we have ceased to provide you with any product or service.

24. VARIATION

24.1 We may amend or modify this T&C from time to time by giving a notice to the User. All proposed changes will be posted on the Platform and communicated to the User by such other means that Banxe agreed with the User, for example by email. If the User is accessing Services via Banxe, all notifications will be communicated via Banxe.

24.2 The User will be taken to have accepted any change to this Agreement that Banxe notifies to the User unless the User tells the Banxe otherwise before the relevant change takes effect. In such circumstances, Banxe will treat the notice of objection by the User as notification that the User wishes to terminate this Agreement and the use of all Services immediately.

24.3 If any part of these T&C is inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practicable.

25. GENERAL

25.1 In these T&C, headings are for convenience only and shall not affect the interpretation of these T&C.

25.2 Any delay or failure by Banxe to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Banxe from exercising its rights at any subsequent time.

25.3 In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.

25.4 The User shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.

25.5 This Agreement is governed by English law and the User agrees to the exclusive jurisdiction of the courts of England and Wales.

25.6 You may not assign or transfer any of your rights and/or benefits under these T&C, and you shall be the sole party to the Agreement between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these T&C.

25.7 The financial services compensation scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account.

26. CONTACTS

26.1. You agree that we will send communications to the email address You provided to Us. You agree to keep a working email address and other current contact information and will update your Account information immediately if Your email address or other contact information changes.

26.2. All communications We provide to You by email will be deemed personally delivered to You, whether You actually receive the communication or not.

26.3. You consent to our recording your telephone calls with Us without further notice.

26.4. It is Your responsibility to review all documents delivered to You. We will conclude that all information is correct unless You contact us within ten (10) business days of receiving notice.

26.5. If, for any reason, You do not periodically receive emails from Us or the Service Providers, You agree to notify Us immediately so that we can determine the cause of the notification failure, and take appropriate steps to correct it.

26.6. This consent to electronic delivery will be effective immediately, and will remain in effect unless revoked by Us or by You. You may revoke this consent to electronic delivery at any time by providing written notice to Us. In this case We reserve the right to terminate your Account or, in certain instances, charge You an extra fee if You ask for paper documents.

27. NO INVESTMENT AND OTHER ADVICE

27.1. The Company does not advise You on the merits of any particular transactions with Funds or their taxation consequences. By using the Platform and the Website, You represent that You have been, are, and will be solely responsible for making Your own independent appraisal and investigations into the risks of any transaction (operation) made (carried out) by You on the Platform. You represent that You have sufficient knowledge, market sophistication, professional advice and experience to make Your own evaluation of the merits and risks of any transaction (operation) with money or tokens. The Company gives You no warranty related to transactions (operations) with tokens made (carried out) by You on the Platform.

27.2. You agree that the Company is not responsible for determining whether or which taxes apply to Your transactions (operations) with money or tokens. You further agree that You are solely responsible for reporting and paying any taxes arising from Your transactions (operations) with money or tokens via the Platform, unless otherwise is provided for by the legislation of England and Wales.

27.3. On the Platform and (or) on the Website there may be placed information about news related to the currencies exchange rates, tokens markets, securities markets, commodities markets, derivatives markets, changes of stock indices and currency rates, other data of financial character, as well as advertisement of tokens (including those created and placed by the Company on its own behalf or on behalf of other persons). All such information, data and advertisement are placed for informative or advertisement purposes only and do not present (shall not be qualified) as pieces of advice which may incite (invite) You and (or) other persons to acquire or alienate specific tokens (tokens of specific types). Unless otherwise provided for by the legislation of England and Wales, the responsibility for reliability of the said information, data and advertisement is carried by their authors. All the decisions entailed Your making (carrying out) transactions (operations) with money or tokens are taken by You at Your inner conviction based on a full-fledged analysis of the circumstances of taking such decisions with allowance for the existing risks, including listed in the relevant sections of these Terms and other Services' Terms, as well as on the basis of assessment of possible consequences of the said decisions.

28. PROHIBITED JURISDICTIONS

We do not provide or provide with limitations the Services to residents or nationals of countries subject to financial sanctions imposed by the United Nations, the United Kingdom, the U.S. Department of the Treasury and according to FATF recommendations.
The final decision on whether to provide certain services remains with the Service Providers in accordance with their own policies and procedures.

Last revised: December 3, 2024