General Terms and Conditions

1. General information

1.1. About us

We are, PAYWRX CONNECT LTD (herein referred to as “PayWRX”)

PAYWRX CONNECT LTD, a company registered in Canada (British Columbia) with company number BC1437375, authorized and regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), holding MSB (Money Service Business) license with number: M23492595.

1.2. What’s in these Terms?

These Terms tell You the rules for using our Services. Terms and Conditions in a timely manner, which may change from time to time and are located on the Website Terms and Conditions section, together with the Client Application Forms, Price List, and other relevant agreements and notices that PayWRX may provide to the Client from time to time, together constitute Your Agreement with PayWRX.

For Your own benefit and protection, You should read these Terms and Conditions carefully before signing this Agreement. If You do not understand any clause contained in these Terms and Conditions, please ask for more information before signing it.

1.3. What’s in General Terms and Conditions?

You may also be provided with additional terms when You use a particular product or Service. These additional or Account-related terms precede the terms set out in these General Terms and Conditions.

Where a conflict between the General Terms and Conditions, other applicable agreements, regulations, or conditions mentioned in this Agreement exists, this other agreement, regulation, or these other conditions shall always prevail.

If one or more of these provisions is invalid, then a provision shall apply which resembles such a provision as much as possible and which is valid. The other provisions of these General Terms and Conditions shall not be affected. It is possible that You also use general terms and conditions. In that case, these General Terms and Conditions will apply, and not Your general terms and conditions. Your own general terms and conditions only apply if we agree to this with You in writing.

1.4. Your acceptance

By using our Website and Terms and Conditions, You confirm that You accept these Terms and Conditions, and You agree to the rules and undertake to comply with them in business relations with PayWRX. We recommend that You print a copy of these Terms and Conditions for future reference. If You do not agree to these Terms and Conditions, You must not use our Website and have business relations with PayWRX.

2. Definitions

2.1. General Definitions

Unless otherwise stated in clause 2.2 of this Agreement, or as the context may require, terms defined in the rules of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) shall retain their meanings when used in this Agreement.

2.2. The following words and phrases shall have the following meanings:

2.2.1. Agreement

‘this Agreement, ‘the agreement’, or ‘Your agreement’, means all the Terms and Conditions that apply to Your Account and any other Services You have with us. These form the basis of the agreement between You and Us. The agreement applies to everyone named on the Account, together and individually, and to Us, PayWRX.

2.2.2 Application

A mobile application for Account management, installed, and used on mobile devices.

2.2.3 Applicable Data Protection Laws

Applicable Data Protection Laws mean all legislation and regulations, including regulations issued by relevant Supervisory Authorities, protecting the fundamental rights and freedoms of natural persons and, in particular, their right to privacy with respect to the Processing of Personal Data that from time to time apply to Controller and the Processor, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) the “GDPR“) and any supplementary legislation to the GDPR issued by the relevant Member of the States.

2.2.4 Business Day

Day on which the banks are open for general banking Transactions in countries involved in a Transaction.

2.2.5 Client Application Form

The Client Application Form is to be completed and signed by You in accordance with this Agreement.

2.2.6 Conditions

The General Terms and Conditions, and all other agreements or general or special conditions which apply between You and us, as amended, adjusted, or supplemented from time to time.

2.2.7 Conflicts of Interest Policy

The policy that is in effect within PayWRX regarding possible conflicts of interest between PayWRX and Yourself and between other Clients.

2.2.8 EEA

All Member States of the European Union, Norway, Iceland, and Liechtenstein.

2.2.9 Electronic Money

Money credited/transferred to and held on Account for executing Payment Services via the System.

2.2.10 General Terms and Conditions

These General Terms and Conditions include the payment terms and the conditions for the client relationship, as amended, adjusted, or supplemented from time to time.

2.2.11 IBAN

International Bank Account Number.

2.2.12 International Payment

All Payments that do not qualify as a SEPA Payment.

2.2.13 Payment Order

Payment Order, an order to perform a Spot Transaction, or an order to change Your records or Your limit.

2.2.14 Password

The password which You have received from us or have chosen to log in to our Platform.

2.2.15 Payment

The transfer of an amount in a currency to an external payment Account or the receipt of an amount in a currency, including an International Payment and a SEPA Payment.

2.2.16 Payment Account

The payment Account You have with us for Payments.

2.2.17 Payment Tool

The information You use to access Your Account and make payments that are personal to You: Passwords, security keys, personal identifier(s), fingerprints, and personal identifications. The payment tool itself can be a combination of these.

2.2.18 Platform

The closed online environment on our Website which is used as a secured communication channel between Yourself and us. Within the Platform, You can use our Services and You can send us Orders.

2.2.19 PEP

A politically exposed person (PEP) is someone who’s been appointed by a community institution, an international body, or a state, including the UK, to a high-profile position within the last 12 months. PEPs can be: a) heads of state, heads of government, ministers, and deputy or assistant ministers; b) members of Parliament; c) members of courts of auditors or of the boards of central banks; d) ambassadors, chargés d’affaires and high-ranking officers in the armed forces; e) members of the administrative, management or supervisory bodies of state-owned enterprises; f) members of supreme courts, constitutional courts or other high-level judicial bodies whose decisions are not generally subject to further appeal, except in exceptional circumstances. PEPs also include: a) the person’s family members; b) close business associates; c) beneficial owners of the person’s property.

2.2.20 Public information

Information which anybody could know, for example, because this information is mentioned in the newspaper or on the Internet.

2.2.21 PayWRX Group

Family companies belonging to the group of companies PAYWRX CONNECT LTD.

2.2.22 Representative

A party who represents You, this can be Your director or an Attorney.

2.2.23 SEPA area

All countries within the European Union and Norway, Iceland, Liechtenstein, Switzerland, Monaco, and San Marino.

2.2.24 Spot Transaction

A Foreign Exchange (FX) Spot Transaction.

2.2.25 Services

The Services are more specifically referred to in clause 3 below.

2.2.26 System

A software solution on the PayWRX web page and Application used for the provision of PayWRX Services.

2.2.27 Transaction

A Payment or a Spot Transaction.

2.2.28 UBO

Ultimate beneficial owner, is a beneficial owner in respect of a company means the natural person(s) who directly or indirectly owns or controls the legal entity, with control defined consistently with the interpretative provisions applying to the public register of people with significant control of companies, who meet one or more of the conditions listed within the legislation. This includes someone who:

• Owns more than 25% of the company’s shares;
• Holds more than 25% of the company’s voting rights;
• Holds the right to appoint or remove the majority of directors;
• Has the right to, or actually exercises significant influence or control;
• Holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.

2.2.29 US Person

A natural person who has his permanent residence in the United States, or a person who has legal control over or is entitled to an entity or an organisation which:

• Is organised or established under the law of the United States;
• Is located in the United States;
• Has a US Person as UBO or shareholder;
• Participates in a trust with a US Person.

2.2.30 Username

The login name You have chosen to log in to our Platform on our Website.

2.2.31 Website

Our Website, which You can find at https://paywrx.com/

2.2.32 We

Us, PayWRX, our Parent Companies, and/ or our Introducers

2.2.33 You

Our Client, but also our Client’s Representative.

3. Services

3.1. We will provide Services as may be agreed in writing and/or other Services as may be specifically agreed in writing between us.

3.2. The Services will be subject to any limits or restrictions which You may specify in the Client Application Form, to the terms of this Agreement, and any statutory, regulatory, legal, or market requirements.

3.3. We may provide the Services in relation to:

• Virtual currency exchange;
• Virtual wallet;
• Fiat to virtual currency/virtual currency to fiat exchange;
• SEPA Payments;
• International Payments;
• Spot Transactions via the Platform;
• Any associated or ancillary business to the above;

3.4. Clause 3.3 is subject to any limits or restrictions You or we may specify in writing

3.5. We are authorized by You to take any action we consider reasonably necessary or appropriate either to provide the Services (including but not limited to acting as Your introducer and delegating our authority as Your introducer to another) or to comply with any applicable laws or regulations as may reasonably be appropriate. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.

3.6. We are authorized by You and You agree and confirm that by this Terms of Use and within the scope of the Agreement of the provision services and the Order signed by You, you instruct us to open, at Your request and in Your favor, the Accounts specified by You in the Order. In this regard, you give an authorized right on your behalf and on your behalf to carry out all necessary actions on the Account opened in your name on your behalf and in your favor.

3.7. Except where expressly agreed in writing We will not be responsible for the provision of any tax, accounting, or legal advice in relation to the Services.

3.8. We will treat You as our Client and we have no obligation and accept no liability to any other person for whom You may be acting as an introducer, intermediary, or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and Your obligations to us shall not be diminished in any way because of Your so acting.

3.9. We will not be obliged to carry out any Transaction nor do anything else which we believe would breach any statute, law, or regulation.

3.10. If Your Account comprises more than one Account with us, we will have the right, without prejudice to any other right we may have, to combine all or any such Accounts and set off any amount at any time owing from You to us or any Associate on any Account against any amount owing by us or any Associate of ours to You for any purpose.

3.11. We may, at our discretion, at any time convert any sums of money held in a currency other than the currency of the relevant Obligation into the currency of the Obligation at our current exchange rates (or other reasonable rates) and the proceeds of such conversion will be automatically applied in reduction of the Obligation.

3.12. We will rely upon the truth, accuracy, and completeness of the information provided by You in the Client Application Form. You expressly consent to us using and relying on all such information in making our assessment and its dealings with You.

3.13. If there is a change in Your personal or other relevant circumstances, You must immediately notify us of the change in writing.

4. Your Information

4.1. You must provide any information we ask for and any information we need to perform our Services and comply with all laws and regulations.

4.2. If it is necessary to verify the information, You will cooperate with such a request.

4.3. We may also need information about Your Representatives, UBO, and other related parties. They must provide us with the requested information and allow us to verify this information.

4.4. You must ensure that all information You provide to us is correct, complete, and up to date. We may rely on the information provided by You.

4.5. We are not obliged to verify the information or authority provided to us in terms of their accuracy. Nor are we obliged to check this information against current developments, during the provision of our Services.

4.6. You must keep us informed of any changes to Your situation, personal details, or any other important changes that are relevant to us – for example, if You change:

• Your name;
• Your nationality;
• Country of residence;
• Correspondence address;
• Email address;
• Phone number;
• Change of Your Representative or director;
• Application for Your bankruptcy, (temporary) suspension of payment, legal debt restructuring, control or receivership;
• If You expect or should expect that You can no longer meet Your financial or other obligations to us in the future;
• Change of legal form, description of the purpose, activities, or termination of Your activities or business

4.7. You must immediately report any changes of information about Yourself and Your Representatives, UBO, and other related parties. You are responsible for this Yourself. We are entitled to trust that Your Representatives are authorised to represent You. You may not assume that we will verify whether Your Representatives have the authority to represent You in any way (for example via the public registers)

4.8. Your Representatives must adhere to the same rules as Yourself. You must inform each other and us. You are responsible for ensuring that Your Representatives adhere to these rules.

4.9. We are not obliged to (continue to) deal with Your Representatives. Your Representative may not transfer their powers to another person unless we approve this.

4.10. We may use the information we receive from You when providing our Services to You. We may also use public information. We are not obliged to use this information.

4.11. PayWRX has the right to request additional information and/or documents related to Your personal information and/or Transactions and to request confirmation of such information periodically.

4.12. If You do not provide the requested information and/or documents within the terms specified by PayWRX, we have the right to suspend the Client registration process.

4.13. You may enter into this Agreement with PayWRX directly and/or through Your Representative(s).

4.14. We may record and store phone conversations and other (electronic) communications with You. This also applies to any communications with You which do not lead to a Transaction. We are not obliged to do so. We are also not obliged to notify You separately again whenever we record a phone conversation or other communication. In addition, we are authorised to prepare minutes and notes of direct conversations with You.

4.15. Upon Your request, we can provide a copy of the information which we have recorded and stored. We will honour reasonable requests for a copy at no charge.

4.16. You consent to us using Your information to provide payment Services to You. If You withdraw this consent, we will stop providing payment Services but may still use Your data if we have lawful grounds to do so (for example, because we need to keep records for regulatory purposes).

4.17. PayWRX take the security of Your information and Your Accounts very seriously and will take every step to keep Your money and Account access information safe. We will use Your information for a number of different purposes, for example, to manage Your Account(s), to provide our products and Services to You and others and to meet our legal and regulatory obligations. We may also share Your information with our trusted third parties for these purposes. For more detailed information on how and why we use Your information, including the rights in relation to Your personal data, and our legal grounds for using it, please read our Privacy Policy.

4.18. We may be required by law of Canada (British Columbia) or regulation to share information about Your Accounts with relevant tax authorities, either directly or via the local tax authority. The tax authority we share the information with could then share that information with other appropriate tax authorities.

4.19. We may request additional documents for purposes stipulated in Clauses 4.17. and 4.18. without sharing the exact reason for such a request.

4.20. PayWRX accepts and reviews the Client’s documents for opening an Account with PayWRX. The decision to open an Account for the Client is made based on an analysis of all the documents provided by the Client, taking into Account the study of the Client’s risks. The PayWRX decision can be like entering into a business relationship with the Client, i.e., opening an Account for the Client, providing a limited scope of Services, or a decision not to enter into a business relationship, or relations with the Client, i.e., refuse to conclude the Agreement.

4.21. PayWRX has the right to refuse to conclude an agreement with the Client based on information available to PayWRX in the course of the onboarding process or the course of business relations with PayWRX, without assuming any responsibility. PayWRX is under no obligation to provide any explanation to the Client as to the grounds for refusal. The fee paid by the Client for consideration of documents for opening an Account (applied documents) according to the Price List is not returned to the Client.

5. Confidentiality

5.1. PayWRX shall be under no duty to disclose to You or in making any decision or taking any action in connection with the provision of the Services to take into Account any information or other matters which come to our notice or the notice of any of our employees, officers, directors, introducers, or Associates:

5.1.1. Where this would, or we reasonably believe that it would be a breach of any duty of fidelity or confidence to any other person;

5.1.2. Which comes to the notice of an employee, officer, director, introducer, or Associate of ours, but does not come to the actual notice of the Account executive or other individual providing You with the Service in question.

5.2. The parties to this Agreement will at always keep confidential any information of a confidential nature acquired in connection with this Agreement or the Services, except for information which they are bound to disclose under legal obligations or by request of regulatory agencies or to their professional advisers or in our case in the proper performance of the Services.

5.3. We will act as a data controller (and in certain circumstances, data processor) within the meaning of the Data Protection Act 2018 (the ‘Data Protection Act’). You hereby consent to the processing and use by us and our introducers and Associates of personal data (as defined in the Data Protection Act) given by You under this Agreement for the provision of the Services, which may include the transfer of such data out of the European Economic Area (as defined in the Data Protection Act). Such data may also be used by us, our affiliated companies, and our introducers and Associates to update Client records and to advise You of updates to products that You have previously accessed according to Applicable Data Protection Laws. We will not contact You about other products and Services unless You have indicated at the end of this Agreement.

5.4. You are responsible for keeping Your information private and controlling who reads Your information. When You choose how You would like us to contact You, You must ensure it will be most secure for You. If You use a method that other people can access or read (such as a shared email address or shared mobile number), please be aware that these people will also be able to access the information we send You.

5.5. To enable You to carry out day-to-day Transactions, PayWRX will give You payment tools that You can use to access Your Accounts and make payments. All these tools are personal to You.

5.6. When You receive a payment tool, for example, Your PINs, passwords, or any other confidential information, it is Your responsibility to keep it safe and to look after any other ways of taking money from or accessing Your Account. If You think Your Account security might have been compromised, You must inform us as soon as possible.

5.7. You must not disclose Your payment tools to anyone else or let anyone else use them or do anything that would let someone else use them, such as writing them down in a way that someone else could understand or giving someone else access to a device like a mobile phone You keep Your details on.

5.8. No PayWRX employee will ever call to ask You for a full PIN or passcode.

5.9. You are responsible for ensuring that:

• Any software we give You remains unaltered (by You or anyone else)
• Any device You use to access our Platform complies with the standards and requirements we tell You about from time to time.
• You carry out Your regular virus checks and security updates using antivirus software
• You tell us as soon as You can if You notice something wrong with Online Banking that is stopping You from using it properly, or if anything looks different.
• Any software or devices we give You in connection with our Platform are licensed to You. This means You have permission to use them, but You do not own these materials or any of the intellectual property rights associated with them. These are owned by us, or by the person who licenses them to us. You must use them only in connection with this Agreement and as described in any other information we give You.

5.10. Where You access our Platform from outside the UK, it will be at Your own risk, and You should check whether You are allowed to access it from the country You are in at the time. Some countries do not allow encrypted data to be sent over a public phone network. You may want to check this before using the Service outside the UK.

5.11. If You think Your security has been compromised, or that someone (except someone You have asked to provide Account information or payment initiation Services) has used or can use any of the means of access to Your Account, You must tell us as soon as possible.

6. Use of the Account

6.1. Your Account allows You to deposit, transfer, and keep funds in the Account for transfers, local and international money transfers executions, contribution payments and to receive money into the Account, settle for goods and Services, and perform other operations directly related to money transfers.

6.2. Electronic Money held on the Account is not a deposit and PayWRX does not, in any circumstances, pay any interest for Electronic Money held on the PayWRX Account nor does it provide any other benefit associated with the period for which the Electronic Money is stored.

6.3. You are not allowed to have a negative balance on Your PayWRX Account. If this occurs, You must immediately correct this. We may apply a charge on the negative balance on Your PayWRX Account.

6.4. We may reject or undo the execution of an Order if this were to result in a negative balance or if You have a negative balance. You will receive notice of this.

6.5. The balance which You keep on Your PayWRX Account is only intended for Transactions. You may not use Your PayWRX Account for other purposes, for example as a savings Account.

6.6. We may set a maximum amount for You, which You may maintain in Your PayWRX Account. This amount applies regardless of the currency You maintain with us. If we set such a maximum amount, we will inform You thereof.

6.7. You are obliged to notify PayWRX as soon as You notice that funds are credited to Your Account in error and to return the funds no later than one Business Day after noticing. You shall not have any rights to dispose of funds that have been credited to Your Account in error.

6.8. PayWRX has the right and Your consent to deduct any erroneous credit to Your Account from the balance on Your Account.

6.9. If the balance on Your Account is insufficient to debit the money credited in error, You unconditionally commit to reimbursing PayWRX the funds that have been credited in error within three Business Days from the receipt of such request from PayWRX.

6.10. Any confirmation, order, request, notification, or other actions performed through third-party websites by logging in to Your Portal and identifying Yourself represents the acceptance of these Terms and Use.

6.11. You agree that PayWRX when providing Services may use the Services of third parties (including but not limited to, banks, electronic money institutions, payment institutions, and other financial institutions). PayWRX is permitted to select third parties for the provision of Services without prior agreement with You.

6.12. Certain Clients may be subject to an advance payment requirement which allows PayWRX better protection against possible risks and expenses associated with Accounts. PayWRX will notify You if this applies to You. The advance payment will only be imposed with Your prior agreement.

6.13. Any Advance payment will be kept for 45 calendar days following the Account closure. Where additional expenses associated with the Account emerge after the Account has been closed, PayWRX may retain the advance payment longer than 45 calendar days. If the amount of the advance payment is not sufficient, PayWRX might claim other expenses derived from the activity of the Client through a court of Canada or Tribunal.

6.14. PayWRX may release the advance payment before the Account is closed.

6.15. PayWRX does not pay any interest on advance payments.

6.16. In the event of the death of a Client (where a Client is a natural person), the Account will be closed, and the funds held in the Account will be transferred to the Account indicated by the successor. The actions indicated in this Clause will be implemented following the procedure provided under the applicable laws.

6.17. PayWRX will charge all appropriate fees related to the closure of the Account. If no successor claims the remainder of the funds (i.e., it is not indicated where the funds should be transferred) in the Account within 12 months, PayWRX will also charge the funds in the Account with a 0.15% daily fee.

6.18. PayWRX reserves the right to refuse to open an Account and/or to close an Account at its sole discretion.

7. Transactions

7.1. Payment Transfers from Your Account may be executed:

• 7.1.1. To another user of the System;
• 7.1.2. To EU and foreign bank Accounts (except for banks in foreign countries to which the Payment Transfers are forbidden; PayWRX will inform You of these countries in the System);
• 7.1.3. To Accounts in other electronic payment systems specified in the System;
• 7.1.4. To other debit and credit cards using the card-to-card payment Services.

7.2. Funds may be transferred to the Account in different currencies. When entering the Transaction details for a Spot Transaction, we will provide You with an indicative rate and price.

7.3. If You give a Payment Order in a currency to an Account (in another country) that is in a different currency, then the amount may be exchanged by the recipient’s bank. In that case, You do not know what exchange rate is used.

7.4. You may enter a future payment date which may be up to 30 days ahead in Your Payment Order. The Payment Order will only be executed if the Account balance is sufficient. A transfer to another Account shall be executed at the beginning of the specified day (00:00 AM by the time zone of the server GMT+2). A transfer to a bank Account is executed within terms specified in the System.

7.5. A bank or another electronic money transfer system may apply fees for transferring money from/to Your Account, card, or a payment Account of another electronic payment system.

7.6. You are responsible for ensuring that You give us correct instructions; if You give us incorrect instructions or mistakenly instruct us to make the same payment more than once, we may not be able to get the money back.

7.7. PayWRX will endeavour to recall erroneous payments. We will charge a fee for tracing, recalling, or cancelling a payment.

7.8. If we cannot get the money back, You can request the relevant information we have about the Transaction to help You reclaim the money. We will provide this information upon receiving a written request from You unless the law prevents us from doing so.

7.9. If we receive Your payment instruction on a public holiday or at the weekend, we’ll usually process Your instruction on the next working day.

7.10. Payment Orders received on the System are placed in a priority-based queue. Subsequently, Payment Orders are executed according to the queue, with execution occurring either immediately or as soon as preceding Payment Orders are completed.

7.11. We may require additional documents or information in respect of a particular Transaction. We will not be able to process such a Transaction if You do not provide the information or documents that we request.

7.12. Where payment is partially or fully executed through a third party, PayWRX will not be held responsible for any delay caused by the third party. We will, however, attempt to establish the cause of the delay and remediate it, where possible.

7.13. We do not have to carry out Your instructions if:

• 7.13.1. Your instructions are not complete or clear, or we do not think it came from You or someone authorised to give us the instruction on Your behalf;
• 7.13.2. The balance in Your Account is insufficient to cover the payment; If the amount of money on the Account is insufficient in one currency, but there is a sufficient amount of money in another currency, the Payment Transfer shall not be executed until You convert the money to the currency of the payment (except for cases where You have ordered an automatic currency exchange feature or the transfer is intended for paying for goods or Services via the System).

7.14. By carrying out the instruction we might break a law, regulation, code, or other duty that applies to us, or it might expose us to claims from third parties;

7.15. We reasonably think that payment into or out of an Account is connected to fraud or any other criminal activity, including where the funds are being obtained through deception;

7.16. The type of payment You are trying to make or the payment tool You are using is not available to us or we have withdrawn it;

7.17. You attempt to make a payment to an Account that cannot accept payments through the payment system we normally use. In this case, we will tell You if there is any other way to make the payment – there may be a charge for other methods.

7.18. While we are checking that none of the reasons above apply, there might be a delay in getting the payment to its destination.

7.19. In addition, if You operate Your Account while physically located in certain countries, we may not be able to offer You other products, may decline Transactions, or may later withdraw Your Account.

7.20. We can also refuse to follow an instruction if we reasonably believe that following it might expose us (or another group company) to legal action or censure from any government, regulator, or law enforcement agency. We will tell You if You try to make such a payment.

7.21. We may apply financial and other limits to Your instructions. You will be informed of what these limits are, and we may change them from time to time.

7.22. To manage our risk, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but, for security purposes, we do not disclose them. We may refuse Your instruction if it is above one of these limits.

7.23. Unless the law prevents us, we will try to contact You as quickly as possible to tell You we have not followed an instruction You have given us.

7.24. We can also refuse to act on an instruction we receive from an Account information Service or a payment initiation Service if we’re concerned about fraud or unauthorised access. If we find we need to do this, we’ll contact You using the details You have given us as soon as we can (and in advance where possible) to explain why unless that would break the law, or we have security reasons not to do so.

8. Joint accounts

8.1. This section applies only where You consist of more than one person such as joint Account holders, trustees, or personal Representatives.

8.2. You shall be jointly and severally liable for the obligations of all and any of You under this Agreement or in any other dealings between You and us.

8.3. Unless and until we receive written notice signed by all of You withdrawing or varying the same, to limit such authority to a specific named individual:

• 8.3.1. Each joint holder will have authority on behalf of all the joint holders to deal with us as fully and completely as if it were the sole owner of the Account without any notice to the other joint holders;
• 8.3.2. Any of the joint holders may give us an effective and final discharge in respect of any of their obligations;
• 8.3.3. Any notice or communication given to one joint holder shall be deemed to be given to all.

8.4. On the death of any of You, our Agreement will not terminate but remain to bind on the other person(s) constituting our Client and we may treat such survivor(s) as the only person’s party to this Agreement with us.

8.5. Where You are trustees of a trust or personal Representative of an estate, You undertake to give us notice forthwith of any change in trustees or personal Representatives.

8.6. Where You are trustees of a trust, You undertake to supply us with copies of any documents now existing (or hereafter executed) limiting, extending, or varying the powers of the trustees or amending the objects of the trust and any other documents or information we may reasonably require in connection therewith.

8.7. Notwithstanding the foregoing we reserve the right at our sole discretion:

• 8.7.1. To require joint instructions from some or all the joint holders before taking any action under this Agreement;
• 8.7.2. If we receive instructions from a joint holder which in our opinion conflict or are inconsistent with other instructions, advise one or more joint holders of such conflict or inconsistency and/or take no action on any such instructions until we receive further instructions satisfactory to us.

9. Charges and Fees

9.1. The charges applicable to Your Account are outlined in the fee schedule, which You received when You opened Your Account and are considered part of this Agreement. PayWRX is entitled to unilaterally amend the charges and to change the amount, frequency, or time frames for payment of any fees and/or charges relating to the Services provided. PayWRX will notify You of these changes five Business Days before the new/amended Pricing takes effect unless the law stipulates otherwise.

9.2. By using our Services, You confirm that You have carefully read and understand the charges and payment terms applicable to Your Account.

9.3. All Fees payable to PayWRX are non-refundable and will be deducted from Your Account balance.

9.4. All fees will be calculated in Your Account currency and charges based on the current Euro rate.

9.5. You must ensure that the Account holds a sufficient balance for charges/ fees to be deducted as required.

9.6. Any unpaid charge/fee will be subject to an increase of 0.1 percent per day where the charge remains overdue.

10. Prohibited actions

10.1 You are prohibited to:

• Violate the rights of PayWRX to trademarks, copyrights, commercial secrets, and other intellectual property rights;
• Provide false, misleading, or incorrect information;
• Conceal or refuse to provide the information requested by PayWRX;
• Transfer and/ or receive money acquired illegally;
• Refuse to cooperate with PayWRX in the investigation of violations;
• Spread computer viruses and undertake other measures which could cause System malfunctions, damage, or destroy information, as well as cause other damage to Systems, equipment, or information;
• Undertake any other deliberate measures which could cause System malfunctions, damage, or destroy information, as well as cause other damage to systems, equipment, information, or third parties;
• Provide financial Services without the prior consent of PayWRX;
• Provide Services that are prohibited by the laws or conflict with the public order and/ or good morals.
• Use an Account with PayWRX to commit illegal activities.

11. Communication

11.1 You agree and confirm that:

• We may communicate with You through our Platform. Communication published on our Platform shall be considered submitted properly and received within 24 (twenty-four) hours from publication
• All communication shall be performed in the language in which this Agreement was concluded.
• You have access to the Internet and PayWRX may provide You with non-confidential and/or not personally addressed information by publishing it on the Website paywrx.com.
• We may amend the information on our Website at any time without prior notification
• We may record and/or monitor telephone conversations between Yourself and our employees to improve the quality of our Services and/or for verification or training purposes.
• You will keep us informed of any changes to Your situation, contact or personal details, or any other important changes that are relevant to us. This is so that we can continue to manage and protect Your Account and communicate with You safely and quickly (for example, if we suspect fraud on Your Account or to give You information about Your Account(s) with us, including notifying You of changes). We will contact You using the details You most recently gave us.
• In the event of suspected or actual fraud or security threats to Your Account, we will use a secure procedure to contact You. You will also be asked to verify Your identity for security purposes.
• We are always working to make our Services more convenient and flexible so we may launch new ways of communicating with You in the future.

12. Conflicts of interest and disclosures

12.1. In relation to any Transaction, we execute or arrange with or for You, we may have an interest, relationship, arrangement, or duty that is material, or which gives or may give rise to a conflict of interest with Your interest(s) in relation to the Transaction concerned. We will take reasonable steps to ensure fair treatment for You in relation to any such Transactions.

12.2. A material interest may include but is not limited to:

• Providing Services similar to the Services provided to You to other Clients;
• Any of our employees being a director of, holding or dealing in investments of or otherwise being interested in any company whose investments are held or dealt in on Your behalf;
• Matching Your Transaction with that of another Client by acting on his behalf as well as Yours where we are acting or seeking to act as an introducer for (and to receive and retain the commission or other charges from) both parties;
• Providing or having provided venture capital to the company whose securities are the subject of the Transaction.

12.3. We shall be entitled to provide Services to You or enter a Transaction for or with You or retain Your investments or act as Your introducers or provide any other Service notwithstanding any such material interest and shall not be under a duty to disclose to You any profit arising therefrom without further reference to You. However, in such cases, we may at our absolute discretion decline to carry out a Transaction for or with You.

13. Amendments

13.1. We may amend this Agreement to adapt it to:

• Technological developments;
• Changes in the law (e.g., in statutory laws and regulations)
• Changes in market conditions, banking practices, or cost of Services
• Changes in the interpretation or application of the law (e.g., due to a court ruling, ruling from a complaints or disputes committee, or a decision/opinion issued by a regulatory or other authority);
• Change in our product ranges or Services or our (work) processes (e.g., the modernisation, redesign, or streamlining thereof);
• Any other change of circumstances or opinions would result in us having a reasonable interest in a change.

13.2. This option to amend also applies to other Conditions. Changing also includes supplementing.

13.3. We may also use this option to amend to charge You for costs in connection with the changes or developments to which we adapt the Conditions.

13.4. We may not use this option to amend to make changes that would significantly and unjustifiably affect the balance between Your own and our rights and obligations.

13.5. We will report the amendment at least one month before the date on which it takes effect. If You object to the amendment, then You may terminate Your Agreement (and thus all Conditions) up until the effective date of the amendment by sending us a cancellation notice. If You do not use this option, then the changes shall apply to You from the effective date onwards.

13.6. The notification period shall not apply, and notification shall not be provided where:

• 13.6.1. This Agreement was changed due to changes in the law;
• 13.6.2. The costs of the Services are reduced;
• 13.6.3. The changes are favourable to You.

13.7. If You do not accept the amended Conditions, You can no longer enter into new Transactions from the time the amended General Terms and Conditions start to apply to other Clients. In that case, Your pending Transactions will be continued under the unamended Conditions. We will pass on to You any expenses/costs which we necessarily incur to continue our Services to You under the unamended Conditions. The above also applies if this article has not been included in the amended Conditions.

14. Force majeure

14.1. Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non-performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications,

14.2. Systems or computer failure, market default, war, epidemic, pandemic, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement, or any other similar event or circumstance unless caused by the negligence of the affected Party, and we shall not be held liable for any loss You may incur as a result thereof.

15. Client warranties

You hereby represent and warrant (which representations and warranties shall be deemed to be repeated by You on each date on which a Transaction is entered into under this Agreement) that:

15.1. You have full power and authority to execute and deliver this Agreement, each Transaction, and any other documentation relating thereto, and to perform Your obligations under this Agreement and each Transaction, and have taken all necessary action to authorise such execution, delivery, and performance;

15.2. Any such execution, delivery, and performance will not violate or conflict with any law applicable to You, any provision of any constitutional documents or any charge, trust deed, contract or other instruments, or any contractual restrictions applicable to, binding on, or affecting You or any of Your assets or oblige You to create any lien, security interest or encumbrance;

15.3. All governmental, regulatory, and other consents that are required to have been obtained by You in relation to this Agreement have been so obtained and are in full force and effect and all conditions of any such consents have been complied with;

15.4. Your obligations under this Agreement constitute Your legal, valid, and binding obligations, enforceable by their respective terms;

15.5. You will comply with all laws, rules, regulations, and disclosure requirements of any relevant jurisdiction, exchange, market, or regulatory authority which applies in respect of us, You, or Your investments from time to time;

15.6. You will promptly give (or procure to be given) to us such information and assistance as we may reasonably require enabling us to assist or achieve compliance with any of the obligations mentioned in 19.4 in relation to Your Account or the Services;

15.7. You are acting as principal in entering into this Agreement and each Transaction hereunder;

15.8. Where an Event of Default occurs, You will give us notice as soon as You become aware of such occurrence; and

15.9. You will not pay to or provide us with any Assets which are subject to any security or lien other than the Security and liens created in our favour and will not charge, assign, or otherwise dispose of or create any interest in any of Your rights or interest in any Transaction or any sum or other payment or assets held by us on Your behalf.

16. Responsibility and Liability

16.1. Any Party in breach of this Agreement shall be liable to and indemnify the other Party for all losses (including consequential losses), damages, and liabilities arising from said breach.

16.2. In all cases, PayWRX’s liability is limited to:

• Damages caused by a direct breach of this Agreement which could have been foreseen by PayWRX at the time of breaching of the Agreement;
• The total amount of compensation for all damages in the same 30-day period shall not exceed the most recent quarterly average of Commission Fees You paid for Services. Where the quarterly average cannot be calculated, the compensation cannot exceed 2 000 EUR (two thousand Euros);

16.3. PayWRX will not be liable to You in any of the following circumstances:

• Non-receipt of profit and income, reputational damage, loss, or failure of a business, and indirect damages;
• Any loss or damage caused by malfunctions, failures, or errors in programming in relation to the System;
• Any delay, fault, failure in, or loss of access to the PayWRX Services;
• Any loss arising from Your failure to keep Your Payment Tools secure;
• Any errors and delayed or missed Transactions incumbent to banks, billing systems, and other third parties;
• Any loss or damage resulting from PayWRX, not the following instruction from You for a reason we give in this Agreement;
• Any loss or damage resulting from PayWRX not following an instruction from You where it would break the law to do so;
• Where PayWRX suspends and/ or terminates Services according to the Law;
• You are in breach of this Agreement;
• You fail to keep up to date with this Agreement;
• Any goods and Services You have purchased using Your Account;
• You act fraudulently or with gross negligence.

16.4. You are responsible for:

• Informing us as soon as possible if a payment from Your Account was not authorised (if someone else made it), or if You think the security of Your Payment tools has been compromised. If an unauthorised payment was made from Your Account, You must inform us within sixty calendar days from the payment occurs. This period extends to thirteen months if You are a Consumer as defined by the Consumer Rights Act 2015. Unless we have reasonable grounds to think You are not entitled to a refund, we will credit Your Account for the value of the fraudulent payment;
• Ensuring that You keep Your Payment Tools secure;
• Compensating PayWRX if Your actions result in PayWRX incurring losses, fines, or legal costs. PayWRX is permitted to debit the funds from Your Account(s). Where these funds are not sufficient to compensate PayWRX for losses, fines, and legal expenses, we may initiate legal proceedings;
• Ensuring the payment of taxes (or any state duties) in Your tax residency. You are solely liable for the registration/ declaration of Your Accounts according to the Law in Your country of residence.

17. Suspension – termination

17.1. This Agreement may be terminated by either Party by giving 30 (thirty) days’ notice

17.2. If You wish to close Your Account, any money held on Your Account will be transferred to a bank Account or to an Account held with another electronic payment system as indicated by You. Any applicable fees (fees for Services provided by PayWRX and other unpaid amounts, including but not limited to, fines and damages incurred by PayWRX due to the breach of this Agreement or other obligations committed by You, which have been imposed by international payment card organizations, other financial institutions and/or state institutions) will be deducted from Your balance prior to transferring the funds. In the event of a dispute between PayWRX and Yourself, the funds under dispute will be retained until the dispute is resolved.

17.3. We may terminate our Services at any time in writing or electronically. We will use a notice period for this which we deem reasonable. If You ask us why we are terminating the Services, then we will inform You of the reason for termination as soon as possible. Pending Transactions can be executed upon termination. In some cases, pending Transactions may be terminated immediately, without being executed.

17.4. In deviation from the above paragraph, we may immediately terminate or suspend our Services, in whole or in part, limit Your access to Your Account and/or our Platform, or refuse to provide Services without any notice, in the following cases:

• If You fail to comply or fail to do so in a timely or adequate manner, with this Agreement, or any other Terms agreed;
• If You fail to fulfil Your obligations (in a timely manner) pursuant to a Transaction or to post (additional) collateral with PayWRX;
• If we are obligated to terminate the Services based on statutory laws or regulations or by decision of the supervisory authorities;
• If You use our Service in a manner that violates statutory laws or regulations, or which could lead to a violation of our integrity;
• We become aware of Your death, lack of legal capacity, bankruptcy, or insolvency;
• The validity of the authorisation of Your Representative has expired or their authorisation has been cancelled and PayWRX was not identified.
• We become aware of a dispute over the operation of Your Account or the ownership of funds on Your Account or that interest in Your Account has been claimed by a third party;
• We have grounds to believe that You behave in an aggressive or abusive manner towards our employees;
• We have grounds to think that You have used or are still using corporate Accounts, while the competency of the person that represents the legal entity raises doubts;
• If You do not accept an amendment to this Agreement or other Terms;
• If You move Your registered office or centre of Your principal interests abroad;
• If Your Account has never been used or has not been used for an extended period;
• Upon the dissolution, liquidation or decision, or apparent intention to dissolve or liquidate the company;
• You file for a suspension of payments or debt restructuring;
• Yourself, or another party, files an application for bankruptcy;
• A suspension of payments or debt restructuring is granted;
• You are declared bankrupt;
• You offer an agreement outside of bankruptcy; or
• You assign Your estate.
• In circumstances beyond the control of PayWRX

17.5. You are obligated to inform us immediately if one of the abovementioned grounds for termination occurs or is expected to occur.

17.6. If one or more of the incidents mentioned above occurs, or as soon as we suspect that one or more of those incidents have occurred, we may also proceed with the immediate freeze of Your PayWRX Account and suspend or terminate the Services, including pending Transactions.

17.7. If You are in default in the fulfilment of an obligation, we may make all our claims against You immediately payable, thus including any claims from an Agreement that You are fulfilling properly.

17.8. The suspension and/ or termination of our Services does not dispense You from any responsibilities or liabilities towards PayWRX which may exist.

18. Complaints and Compensation

All formal Complaints should in the first instance be made in writing to us for the attention of the Compliance Officer, at our stated address or to [email protected] Complaints will be dealt with by the processes and timescales outlined in our Complaints Handling Procedure.

The Financial Services Compensation Scheme does not apply to Accounts opened with PayWRX. In the unlikely event that PayWRX becomes insolvent, You may lose the money held in the Account(s) You have opened with PayWRX. However, we ensure that Your funds are kept in a segregated bank Account opened for the benefit of our Clients and that this Account will not be used to keep our funds or other parties that are not considered to be users of the Services offered by PayWRX.

19. Miscellaneous

19.1. Our appointment under this Agreement is given by You on behalf of Your successors in the title as well as Yourself. Accordingly, if You are an individual and should die and are not one of a number of joint holders as contemplated in the previous clause, this Agreement will continue in effect until terminated by us or Your personal Representatives in accordance with previous sections of this Agreement. We may (but prior to any grant of Representation are not bound to) act on the instructions of Your personal Representatives.

19.2. This Agreement supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

19.3. Each of the parties shall execute all deeds or documents (including any power of attorney) and do all such other things that may be required from time to time for the purpose of giving effect to this Agreement and the Transactions contemplated hereby.

19.4. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether the party to this Agreement or not) other than as expressly set out in this Agreement.

19.5. Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to create a partnership between the parties.

19.6. Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.

19.7. No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

19.8. You agree to pay any amount payable in respect of any Transaction executed with or through us on the due date regardless of any right of equity, set-off, or counterclaim which You may have or allege against any of us or any Associate of ours or other person connected with us.

19.9. If any term or provision in this Agreement shall in whole or part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected thereby.

19.10. PayWRX’s liability shall only be limited as permitted by the Law.

19.11. To the extent that You are deemed to be a Consumer as defined by the Consumer Rights Act 2015, this Agreement will not affect Your rights and will only apply to the extent permitted by law.

19.12. This Agreement shall be governed by and construed in accordance with the law of Canada and the parties irrevocably submit to the non-exclusive jurisdiction of the Canada (British Columbia).

19.13. All communications and any agreement between You and us under this Agreement, information, notices, requests, and documents published on our Website will be in the English language.

19.14. By providing us with Your email address, You consent and agree to all information, notices, and requests we are required to provide You will be provided to You electronically by email.