GatewayPay Register

INTERPRETATION

Definitions

Agreement means this domiciliation and administration agreement, including the schedules hereto (as amended or supplemented from time to time).
Application and/or App means an application operated by The Group to provide online money transfer services, foreign exchange transactions, virtual wallet, and/or related services.
An account means a function on our platform storing e-money in a virtual, non-interest-bearing payment account maintained by us. It includes features such as loading e-money, checking balances, denominating e-money in different currencies, giving transfer instructions, and redeeming e-money.
Business Day means Any day on which we are open for business for the execution of Payment Instructions and/or Payment Requests which exclude public holidays in the UK, Cyprus, and weekends. A typical business day would be Monday, Tuesday, Wednesday, Thursday, and Friday.
Compliance Officer means one or more individual members of The Group responsible for compliance with Money Transfer Regulations, anti-money laundering legislation, and other applicable laws.
Destination Country means the country where money, virtual currency or e-money is received from a Sender or where a Payee receives ("e-money") due to a payment made using the Account.
E-Money means electronically stored monetary value on a payment account either denominated in FIAT currency or Virtual currency.
Fees means Charges and fees for the Service as per the communicated rates. Referenced as "Fee Schedule" for which will be circulated as a separate document following the acceptance of the Terms and Conditions. The list of the fees shall form an integral part to the General Provision of Services Agreement.
Money Transfer means money transfers are governed by the Laws applicable in the United Kingdom or the country from which funds are transferred, governing electronic money transfer services, including the Financial Services and Markets Act, 2000, and the Payment Services Regulations 2017.
Payment Instrument means services such as Virtual Wallets, or a Currency Exchange Account or any other payment instruments the Group provides now or in the future.
Payment Request means a specific instruction from you (or a Third-Party Provider on your behalf) as the sender, requesting money, E-money, or virtual assets to be transferred.
Pay-out Amount means the amount paid, after foreign exchange conversion or virtual asset to fiat currency or any combination thereof, exclusive of Service Fee and other incurred fees.
Payment Instruction means a specific instruction from you, the client, or a Third-Party Provider on your behalf to enable Services under this Agreement, made through the provided website, application, or interface or to a 3rd party recipient.
Prohibited Purpose means any unlawful purpose, including but not limited to illegal activities, proceeds of crime, money laundering, funding illegal activities, or avoiding funds seizure by law enforcement authorities or court orders.
Recipient means the person receiving or intending to receive the transaction amount through the Service.
Sender means the person initiating a transfer of a transaction amount through The Group.
Service Provider means a local bank, money exchange house, or other third-party service provider in the destination Country collaborating with us to provide services.
Transaction means every money transfer initiated using the Service or any other use of the Service.
Transaction Amount means the amount of money, E-Money, Virtual Assets, or value of the Account involved in a Transaction, excluding any applicable Service Fee.
Transaction History means the record of your Transactions accessible through our Website or Application.
Website means the Group's public website or my.uqualify.co.uk, operated by The Group to provide online applications for the benefit of receiving services from The Group.
Confidential Information means Information disclosed by one Party to the other during the term of this Agreement that is not publicly available and is designated as confidential or should be reasonably understood to be confidential.
Effective Date means the date when this Agreement becomes effective, as specified in the introductory clause of this document.
Intellectual Property means any patents, trademarks, trade secrets, copyrights, or other intellectual property rights owned or used by either Party in connection with the provision of services under this Agreement.
Termination means the end of the contractual relationship between the Parties, either by mutual agreement or due to a specified event outlined in this Agreement.
Indemnification means the obligation of one Party to compensate the other for losses, damages, or liabilities incurred because of a breach of this Agreement or other specified events.
Governing Law means the laws of a specific jurisdiction that govern the interpretation, validity, and performance of this Agreement.
Relevant Law means;
1. any jurisdiction, regulation, by-law, ordinance, or subordinate legislation in force from time to time to which a Party is subject
2. Any Regulator of any jurisdiction the Group is regulated by.
3. any binding court order, judgement or decree;
4. any applicable industry code, policy or standard enforceable by law; and
5. all applicable statutory and all other rules, regulations, Regulatory Requirements, instruments, and provisions in force from time to time including the rules, codes of conduct, codes of practice, practice requirements, guidance and accreditation terms stipulated by any regulatory authority to which the relevant Party is subject from time to time.
Dispute Resolution means the process by which the Parties attempt to resolve disputes or disagreements through negotiation, mediation, or arbitration as outlined in this Agreement.
Pricing Agreement ("PA") A separate document, if applicable, detailing the agreed-upon pricing for the services provided under this Agreement.
Subcontractor means an individual or entity engaged by either Party to perform specific services on their behalf under this Agreement.
Force Majeure an unforeseeable circumstance or event beyond the control of either Party that prevents the performance of obligations under this Agreement, including but not limited to natural disasters, wars, and government actions.
Payment Terms the agreed-upon terms and conditions governing the payment for services, including invoicing, due dates, and any applicable penalties for late payments.
Term means the duration of this Agreement, specifying the start and end dates or the conditions triggering termination.
Amendment means any modification or change to the terms of this Agreement, which must be executed in writing by both Parties.
Conflicts of Interest means any situation where the personal or financial interests of either Party or its representatives may conflict with the interests of the other Party, potentially compromising the impartiality of service delivery.
Compliance with Laws means the requirement for both Parties to adhere to all applicable laws and regulations during the performance of services under this Agreement.
Notices means the method and address for official communication between the Parties, including notice of termination, amendments, or other important matters related to this Agreement.
Liability Limitation means any agreed-upon limitations on the liability of either Party in case of breach or other specified events.
Accepted Order Confirmation means approval via bOS platform and/or via email, an acceptance issued by a duly authorised representative of The Group confirming the order will take place.
Aggregate Purchase or Sale Price means and be equal to: (the number of Digital Assets to be purchased under an order (the "Purchased or Sold Digital Assets") x (the price per purchased Digital Asset (the "Digital Asset Price")).
Digital Assets means a type of digital currency in which encryption techniques are used to regulate the generation, and to verify the transfer of units of the currency, operating independently of a central bank.
Foreign Bank means an organisation that:
1. is organised under the laws of a country other than the United Kingdom;
2. engages in the business of banking;
3. is recognised as a bank by the bank supervisory or monetary authority of the country of its organisation or principal banking operations;
4. receives deposits to a substantial extent in the regular course of its business;
5. has the power to accept demand deposits.
Non-Cooperative Jurisdiction means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organisation, such as the Financial Action Task Force on Money Laundering ("FATF"), of which the United Kingdom is a member. See http://www.fatf-gafi.org for FATF's list of non-cooperative countries and territories.
Order means a confirmation message on the bOS platform and/or a message via email from the Client sent to The Group setting forth, among other things, the following significant terms of an order: Digital Assets, Coin Price, Fiat, the Aggregate Purchase or Sale Price, the Payment Date and the Wire Proof posted by Client.
Person means any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity, either individually or collectively.
Quote means the quoted price that The Group provides to the Client for either a Digital Asset settlement or a Fiat settlement for a trade that the Client wishes to carry out with The Group and shall be a reasonable estimate of the final quote that will be given after funds are received.
Settlement Date means the date on which the right, title and interest in the Purchased Digital Assets shall transfer from The Group to Client as set forth in the Accepted Order Confirmation.
Transaction means the exchange of value for Digital Assets, as contemplated by this Agreement.
Licences refer to:
- The Group is regulated by FINTRAC in Canada with a registration number of M21788270.
- The Group is regulated by AUSTRAC in Australia with the registration number of 100857068.
- The Group will from time to time add additional licences to the group for the benefit of providing the services found herein the agreement, these licences will be displayed on the website of The Group, my.uqualify.co.uk

THE AGREEMENT

The Schedules and/or Annexes and/or Addendums, form an integral part of this Agreement and shall have an effect as if set out in full in the body of this Agreement.
Clause, Schedule, and paragraph headings shall not affect the interpretation of this Agreement.
Except as expressly provided in this Agreement, all costs in connection with the negotiation, preparation and execution of this Agreement, and any documents referred to in it, shall be borne by the Client.
Neither party shall be bound by the terms of this agreement unless the other party expressly agrees to "the fees" and completes the relevant "application" on the Group's online portal.

SERVICES

Obligations, duties, and rights applicable to The Group, acting as the Service Provider or for the performance of the services.
1. The Group must perform the services to the best of its ability and in the best interest of the Client, in accordance with internal guidelines and regulations, subject to any applicable legal provisions and regulations, good business practice and the lawful interests of The Group.
2. The Parties by entering into this Agreement desire to establish a framework for the provision of various services as described herein, which may include, but are not limited to:
  1. Currency Exchange
  2. Virtual Asset Wallets
3. It is understood that not all services listed may be available or applicable to the Client and the selection and approval of services shall be subject to mutual agreement or addendum of the existing agreement between the Parties.
4. It is understood that said services will all be provided to the client via the Groups SaaS platform hereafter referred to as bOS ("business operating system").
5. The Client acknowledges and understands that the pricing for the aforementioned services shall be provided upon approval of the Client, for which each specific service will be priced accordingly.
6. The services provided under this Agreement may be amended or modified from time to time at the discretion of the Group. The Group reserves the right to offer additional or different services in the course of the agreement's duration. The Client shall be duly informed of any amendments to the services or introduction of new services in a Timely manner.

GENERAL PROVISIONS AND PROCEDURES

By making the application to ("The Group"), you will be granted access to the Group's bOS system. Upon approval of your application, accessing direct services and features will be made available based upon our acceptable use guidelines.
The bOS system will allow you to make several applications underneath your unique profile ("Profile") as outlined above, each application process will vary in relation to the information required to obtain each service.
These services may be provided by the Group directly ("Direct Service") but by a regulated third-party service provider ("Indirect Service").
In the event that multiple services are required, you will be notified via the bOS system of the additional information required, your profile may require additional updates from time to time.

INTERPRETATION OF SERVICES

Currency Exchange (CX)
1. The Client appoints the Group to provide Currency Exchange, and the Group is willing to act hereunder and, in that capacity, to hold, administer, and distribute the amounts deposited into the Currency Exchange Account in Currency Exchange hereunder in accordance with the terms of this Agreement.
2. The Currency Exchange account to be used for any Currency Exchange Deposit will be done via the Currency Exchange Account. The Client acknowledges and agrees that the Currency Exchange Agent is acting prudently and at its direction when depositing the Currency Exchange Amount.
3. The Currency Exchange Account details will be communicated with the Client via the dedicated web platform run by the Currency Exchange Agent (the "The Group bOS app") or in writing via a money order issued by the Group.
  1. OTC Services
    - Only written instructions received by us (including electronic instructions received through a "Trading Group") in respect of any transaction and identified as to reasonably proper authority to our satisfaction shall be deemed to be your proper and duly authorised instructions and shall be binding on you, and we shall not be liable for acting upon such instructions even if such instructions contain an error or are not authentic or duly authorised.
    - In the context of The Group's services agreement, over the counter (OTC) currency exchange refers to the process whereby you can directly trade currencies either directly or indirectly, facilitated through the bOS platform or via an agreed upon procedure.
    - This method allows for personalised transactions, enabling you to access and negotiate specific exchange rates, amounts, and terms that best suit your financial needs.
    - OTC currency exchange service provided by The Group, offers the flexibility to deal in a wide range of currencies, supporting both major and exotic currencies to cater to your diverse requirements, whether for international business operations, investment purposes, or other financial activities.
  2. Quote
    - The quoted price that The Group provides to the Client for any trade, will expire after 15 minutes and is indicative.
    - If a quote is accepted, and proof of payment is not provided within 15 minutes, the Group will be required to requote. Any difference in said process will be the sole responsibility of the Client.
    - The Quote will become an order sent for processing and acceptance to The Group if the Client's account has sufficient funds to settle the Quote, if funds are insufficient then the order will not be accepted.
  3. Order Confirmation
    - Acceptance of an order confirmation: ("Accepted Order Confirmation")
    - This is The Group's sole and absolute discretion to confirm the order and without such acceptance of any order, there shall be no obligations on the group to the party whatsoever, arising hereunder or related hereto including, without limitation, to enter into discussions or negotiations with respect thereto the price.
    - If The Group shall fail to issue an accepted order confirmation on the same date as the date of an order, such order shall be deemed rejected, and client's funds returned to client account, if any.
    - For each order that The Group has issued an accepted order confirmation for, the following terms and conditions shall apply.
  4. On the Settlement Date
    - On the Settlement Date, The Group shall, or shall direct its agents or designees to, initiate a Transaction to transfer the Purchased Digital Assets or Fiat Value to Clients location, wallet or storage device designated in the trading group to which the Client is assigned.
  5. Digital Asset Settlements
    - The Group shall hereby sell, transfer, and deliver the Purchased Digital Assets, and its rights, title, and interests therein, to Client pursuant to Clause 2.4, and Purchaser shall hereby purchase all The Group's right, title, and interest in and to each of the Purchased Digital Assets from The Group for the Coin Price.
  6. Fiat Settlements
    - The Group shall hereby transfer and deliver the Fiat currency at a rate which has been quoted within the quoted time frame, or as close thereto.
  7. Payment of the Aggregate Purchase Price
    - Client shall pay the Aggregate Purchase Price for the Purchased Digital Assets, each as set forth in the Order, by bank transfer or debiting the Client's account maintained with The Group Account, prior to receiving the Accepted Order Confirmation.
    - The Aggregate Purchase Price will be deducted from the Client's account maintained with The Group, or if it has insufficient funds, the Client will need to fund its The Group account via a bank transfer and provide The Group with written confirmation from such bank of timely initiation of such wire that includes sufficient information for such wire to be tracked by the recipient bank.
  8. Settlement instruction
    - The Currency Exchange Agent of the Group will execute transfers as instructed by the Client holding the account. Such instructions shall be communicated with the Currency Exchange Agent via the dedicated web platform run by the Currency Exchange Agent (the "The Group web app") and should include adequate account details and supporting documentation to facilitate the execution of the transfer (hereinafter the "Distribution Instructions").
  9. Exact Instruction
    - The exact details of the Distribution Instructions shall be given by the Client to the Currency Exchange Agent as is to be agreed between the parties in their relevant correspondence.
    - Once the Distribution Instructions have been received, the Currency Exchange Agent shall release and/or distribute the funds transacted into the Currency Exchange Account by the Client to the account to be specified by the Client in accordance with the Distribution Instructions. The instructive Party/Parties can be found explicitly in Schedule 2 of this Agreement.
  10. Issuance of Statements
    - Upon request, the Currency Exchange Agent provides to the Client with a statement showing the amount of the Currency Exchange Account. In return, the Client keeps the Currency Exchange Agent duly informed about the progress of the transaction that is to be sent to the Currency Exchange Account.
Virtual Asset Wallet
1. The Group relies conclusively on the Distribution Instructions and has no responsibility to determine whether the information set forth therein, including the amount of the payment, is accurate or correct. Any fees due to the Group, including transfer fees, at the time of disbursement request may be deducted from the Currency Exchange disbursement amount prior to disbursement.
2. - In case whereby the Client does not wish to proceed with any transaction of any amount already transacted into the Currency Exchange Account, the Client informs the Currency Exchange Agent by written notice and gives Written Instructions for the transfer of the Currency Exchange Amount and the closing of the Currency Exchange Account.
  - This shall be to the Group's sole and absolute discretion and without such acceptance there shall be no obligations upon the Parties, whatsoever arising hereunder or related hereto including, without limitation, to enter into discussions or negotiations with respect thereto. If The Group shall fail to issue an accepted order confirmation on the same date as the date of an order, such order shall be deemed rejected, and client's funds returned to client account, if any.
  - For each order that The Group has issued an accepted order confirmation for, the following terms and conditions shall apply:
    1. On the Settlement Date, The Group shall, or shall direct its agents or designees to, initiate a Transaction to transfer the Purchased Digital Assets or Fiat Value to Clients location, wallet or storage device designated in the trading group to which the Client is assigned.
    2. The Group shall hereby sell, transfer, and deliver the Purchased Digital Assets, and its rights, title, and interests therein, to Client and Purchaser shall hereby purchase all The Group's right, title, and interest in and to each of the Purchased Digital Assets from The Group for the Coin Price.
    3. The Group shall hereby transfer and deliver the Fiat currency at a rate which has been quoted within the quoted time frame, or as close thereto.
    4. Client shall pay the Aggregate Purchase Price for the Purchased Digital Assets, each as set forth in the Order, by bank transfer or debiting the Client's account maintained with The Group, prior to receiving the Accepted Order Confirmation.
    5. The Aggregate Purchase Price will be deducted from the Client's account maintained with The Group, or if it has insufficient funds, the Client will need to fund its The Group account via a bank transfer and provide The Group with written confirmation from such bank of timely initiation of such wire that includes sufficient information for such wire to be tracked by the recipient bank.
    6. The Currency Exchange Agent will execute transfers as instructed by the Client of the account. Such instructions shall be communicated with the Currency Exchange Agent via the dedicated web platform run by the Currency Exchange Agent (the "The Group web app") and should include adequate account details and supporting documentation to facilitate the execution of the transfer (hereinafter the "Distribution Instructions").
    7. The exact details of the Distribution Instructions shall be given by the Client to the Currency Exchange Agent as is to be agreed between the parties in their relevant correspondence.
    8. Once the Distribution Instructions have been received, the Currency Exchange Agent shall release and/or distribute the funds transacted into the Currency Exchange Account by the Client to the account to be specified by the Client in accordance with the Distribution Instructions.
3. Responsibility of the Group concerning the Virtual Assets Wallet
  1. The Group shall implement and maintain reasonable security measures to safeguard the Crypto Assets held in said wallets, including but not limited to encryption, multi-factor authentication, and physical access controls.
  2. The Client acknowledges that the Crypto Assets are and shall remain the sole property of the Client and that this Agreement does not transfer ownership of the Crypto Assets to The Group.
  3. The Group shall provide the Client with secure access to monitor the Crypto Assets held via a secure online portal or any other agreed-upon method.
  4. The Group agrees to exercise reasonable care, diligence, and prudence in the safekeeping of the Client's Crypto Assets held in the client's wallet.
  5. The Group shall maintain accurate records of all transactions and holdings related to the Crypto Assets held on behalf of the Client.
  6. The Group shall engage with regulated third parties to provide custody services for the Crypto Assets and by entering into this agreement you agree to said relationships.
  7. The Group acknowledges its obligation to comply with all relevant laws and regulations, including but not limited to FINTRAC (Financial Transactions and Reports Analysis Centre of Canada) regulations and the laws of Alberta, Canada, governing the provision of wallet and exchange services for cryptocurrencies. The Group shall ensure that its operations and practices are in accordance with these laws, including any requirements related to anti-money laundering (AML), know your customer (KYC) procedures, reporting of suspicious activities, and other legal obligations.
  8. The Group shall regularly update wallet software and security protocols to protect against emerging threats and vulnerabilities, with a specific focus on complying with security standards outlined by FINTRAC and applicable provincial regulations.
  9. The Group agrees to cooperate with audits and compliance checks conducted by relevant regulatory authorities, including FINTRAC, and provide any necessary reports or information to demonstrate compliance with all applicable laws and regulations.
  10. The Group commits to staying informed about changes in cryptocurrency regulations, including those specific to Alberta, and adjusting its business practices and compliance measures accordingly to remain in full compliance with local laws and regulations.

ENGAGEMENT OF THIRD PARTIES AS SERVICE PROVIDERS

For purposes of performing Services under this Agreement, the Group, may engage any third party (including employees, agents, consultants, research organisations, vendors, and other Third Parties) as it deems necessary or desirable; from time to time to ensure the performance and the delivery of the Services under this Agreement.
The Group may introduce the client to any third parties such as Agents, Service Providers, Finance Advisors, Lawyers etc) from time to time for the performance of the requested service. In such an event, the Group shall not be deemed liable for the services provided by a third party.

EXEMPTION OF LIABILITY – INDEMNITY

Each of the Client and the Company hereby individually covenant that they will not hold the Group liable on the basis of or in connection with this Agreement and/or performance of the Services or on any other basis, except for liabilities due to The Group's gross negligence or wilful default or fraud as established by a final judgement of a court of competent jurisdiction.
The Group currently maintains contractual liability coverage to cover liability assured under this Agreement. Furthermore, The Group shall always maintain appropriate insurance coverage or that which is required by law for a business of like kind.
The Group shall not incur any liability in connection with the termination of this Agreement.
The Group, shall not incur any liability in connection with the use of communications through telephone, telefax, e-mail and any other telegraphic or electronic means.
The Group shall not under any circumstances be liable for any indirect damages including, but not limited to, opportunity losses, losses of profits and/or other consequential damages nor for any damages resulting from acts, events or circumstances not reasonably within its control, including, but not limited to the breakdown, the failure or malfunction of any telecommunication or computer systems, and any mal performance by a third party when the performance by The Group of its own obligations under this Agreement is conditional upon such third party's performance.
The Client, hereby undertakes as an independent and principal obligation without set-off or counterclaim, acting both for themselves and on behalf of their administrators, executors, successors and assigns to fully indemnify and hold The Group harmless against any past, pending or future claims of any nature whatsoever, exercised by the Client and/or any third parties resulting from an arising in connection with this Agreement, or the relationship between The Group and the Client, save as for any liability resulting from The Group's gross negligence or wilful default or fraud arising under this Agreement.
The indemnity granted to The Group includes, but is not be limited to, all damages, losses, taxes, fines, costs, expenses and legal fees, interest, demands and liabilities (the "Losses"), that may at any time, directly or indirectly, be incurred by, or levied on, or made against The Group on the basis of this Agreement and/or the performance of the Services under this Agreement provided that such Losses result from the acting on the basis of the Client's instructions.
This indemnity must apply in favour and for the benefit of each member of The Group notwithstanding that there may be some defect in the appointment, qualifications, or authority in its capacity with respect to the Client, as a stipulation in its favour and such is enforceable by it against the Client. This indemnity must cover without limitation all acts undertaken or purported to have been undertaken by The Group for or on behalf of the Client.
Payment by the Client to The Group pursuant to this Article must be made in the currency in which the losses have been incurred forthwith, without reduction, set-off counterclaim, protest, discussion or raising of exceptions relating, inter alia, to the underlying liability.

DURATION AND TERMINATION

This Agreement is entered into for an indefinite period and has effect as from the Effective Date.
This Agreement may be mutually terminated with the provision of a written notice.
In case The Group violates its legal, regulatory, or contractual obligations, the Client is entitled to terminate this Agreement with immediate effect by sending to The Group a written notice indicating/setting forth the reasons for terminating this Agreement with immediate effect.
Material Breach
1. The following shall constitute a Material Breach and The Group would be entitled to terminate this Agreement with immediate effect and/or proceed with any and/or either of the actions provided under this Clause.
  1. Any breach of any Article of this Agreement by either the Client or the Company which resulted in material adverse consequences for the Group, including but not limited to those which (i) lead to a material loss of the Group (ii) prevent or impede the performance of obligation owed by either the Client or the Group towards any governmental institution or Competent Authority;
  2. Any breach identified in this Agreement as Material Breach;
  3. Bankruptcy, insolvency, moratorium, controlled management, suspension of payments, court orders related with the Client.
  4. The failure by the Client, the Company, their corporate bodies or their agents or directors in law or in fact to comply with any of their legal, regulatory and/or contractual obligations under this Agreement;
  5. The Client does not convey to the Group all the documents and information that the Group may require in order to be able to comply with its duties under the "know your client" rules as set forth in relevant Laws and other relevant regulations and guidelines issued by the authorities, and to assess the Clients activities as well as its financial situation;
  6. The Client does not immediately inform the Group by written notice of any pending or threatening litigation or any other fact which could have a negative impact on the Client's reputation;
  7. Any event that would have a negative impact on the Group's reputation because of its entry of performance under this Agreement;
  8. Any conflict with the lawful interests of the Group..
2. If the Client commits a Material Breach, the Group must serve a written notice upon the defaulting Party with a copy to the other Party. The written notice shall specify the breach and require the defaulting Party to immediately stop the breach and to the extent that it is possible, to remedy the breach within 45 calendar days of receipt of such notice.
3. If the Material Breach committed by the defaulting Party is not remedied within 45 calendar days of receipt by the defaulting Party of the written notice, The Group may exercise at will any of the rights envisaged under Article 8.4. of this Agreement.
Options of The Group:
1. Upon occurrence of Material Breach, the Group shall send to the Client a written notice indicating and setting forth the reasons for terminating this Agreement with immediate effect and to termination having been affected, the Group may:
  1. Claim damages or other compensation under the applicable Law for the breach or, where appropriate, to seek an immediate remedy of an injunction, specific performance, or similar court order to enforce the defaulting Party's obligations.
  2. Termination of this Agreement does not affect any rights of the parties hereto in respect of any liabilities or obligations arising under this Agreement prior to the termination.

INSTRUCTIONS AND COMMUNICATION BETWEEN THE GROUP AND THE CLIENT

Notwithstanding anything to the contrary in this Agreement, but without prejudice to Article 9.3. here below, the Group must not take any action or cause any action to be taken and must not act for and on behalf of and bind each of the Client or cause the Client to be bound, without having received the prior instructions from the Company and/or any persons or entities designated by the Client to issue instructions.
The Group will duly observe and execute policies or other instructions issued by the Client and/or any person or entity designated by the Client to issue such policies or instructions, whose identity has been notified in writing to the Group and documented by a copy of his/her identity card/passport and any other documents that the Group may reasonably request. The Client is entitled to give instructions until further notice in writing is given to the Group. The Client will make every endeavour to ensure that such guidelines are passed and issued by and through the authorised bodies, and subject to the restrictions, prescribed by Law and the Articles.
The Group may furthermore observe and execute the instructions issued by any lawyers or tax advisers provided that the Instructing Parties have confirmed to The Group that such lawyers or tax advisers may act on behalf of the Client.
Notwithstanding anything to the contrary in this Agreement, The Group shall never be obliged to do or refrain from doing anything which The Group considers to be in conflict with the interest of the Client, the Articles, the legal provisions and regulations of relevant jurisdiction or any other relevant territory and good business practice or which may otherwise, in The Group's sole discretion, have a negative impact on, be detrimental or otherwise in conflict with the lawful interests of the Group. The non-compliance with such instructions will not result in any liability of the Group.
Any instructions to be given to The Group pursuant to Article 9 of this Agreement must be given in writing, via electronic communication including but not limited to bOS application, and/or email and/or any other telecommunications application. The Client is fully aware of the risks involved in giving instructions by e-mail and/or bOS application and any other electronic means, especially of the risks of falsification and the risks of errors in communication or comprehension, including errors as to the identity of the person giving the instructions but nevertheless, the Client authorises and requests The Group to act in accordance with such instructions.
All instructions received by The Group under this Agreement will be considered by the Group as a true, valid, and a duly authorised instruction. If it turns out that the signatory was not authorised to give such instruction the Group will not be held responsible. If facsimile or e-mail or direct message are sent via bOS application, the Client shall remain responsible if it should turn out that such email has been communicated in error constitutes a forged document, has been communicated or prepared fraudulently by or with unauthorised intervention of any third Party, the Client shall be held liable for any resulting loss.

NOTICES

Any notice or other communication given in written form electronically including but not limited to email, the bOS platform, and/or any other telecommunications application.
Any such notice or other communication shall be deemed to have been received on the day of the actual delivery.

CONFIDENTIALITY

The Group shall not, during the term of this Agreement or thereafter, disclose any documents or information relating to the Client to unauthorised persons, except
1. as reasonably necessary or desirable for the proper performance of its duties hereunder,
2. Or in the case the Group is obliged to do so under a legal or regulatory provision or according to an enforceable court decision or
3. The Group requires such documents or information to defend itself against any accusation or in court proceedings.
4. This confidentiality does not apply to any information or data which has become part of the public domain or for which the Client has given prior approval for disclosure.
The Parties agree to keep Confidential Information relating to the business activities performed by the other Party of which they gain knowledge during the negotiations leading up to and including the Term. The obligation of confidentiality shall apply for the duration of this Agreement and for a period of five (5) years after the Agreement expires or is terminated in accordance with the provisions herein. The Parties shall have full liability for any breach of the confidentiality obligations by their representatives.

NON-EXCLUSIVENESS

The duties of the Group hereunder shall not preclude the Group from providing services of a similar nature to any other person or entity, irrespective of whether said persons or entities may have conflicts of interest with the Client or whether they may be competitors of them.

PERSONAL DATA/DOCUMENTS IN DIGITAL FORM

The Company and the Client acknowledge that the personal data provided to The Group may be processed in the data processing system controlled by The Group which has the aim to enable The Group to provide the Services and to comply with its professional obligations.
The Parties agree that, to the extent permitted under the laws that govern the Group, it is authorised to keep all agreements, documents, books, and records relating to the Company in digital form and is not obliged to keep hard copies thereof.

DATA PROTECTION

If any Personal Data is provided or disclosed by the third parties on boarded by the Client directly or indirectly to the Group during this Agreement or otherwise, or is otherwise processed by the Group on behalf of the Group, shall:
1. shall only process that Personal Data in accordance with the Clients instructions, as the responsible party for submitting the documentation of personal data on behalf of the Client to third parties when deemed appropriate and for the performance of the services under this Agreement;
2. shall not do anything with any of the Personal Data (including processing it) other than in accordance with the services and the Client's instructions;
3. shall obtain and maintain all appropriate registrations and consents under pursuant to the Competent Authority of the appropriate jurisdiction, or any equivalent data protection agency in the Territory to allow it to perform its obligations under this Agreement;
4. shall provide appropriate technical and organisational measures against unauthorised or unlawful processing, accidental loss, or destruction of or damage to such Personal Data;
5. shall take all reasonable steps to ensure the reliability of any of its employees and/or Contractors that have access to such Personal Data;
6. will not transfer, and will not authorise any of its Contractors to transfer, any such Personal Data to third parties outside the scope of this Agreement or outside the laws of the Competent Jurisdiction and relevant laws, as having adequate protections in place for the purpose of the transmission of Personnel Data, save where instructed by Company's clients, in writing to do so;
7. shall, prior to the transfer of any such Personal Data to a third party, enter and procure that its Affiliates, and/or Contractors to which such Personal Data is transferred ("Data Importer") enter into an agreement with Service Provider in relation to that Personal Data on the Standard Contractual Clauses for the Transfer of Personal Data to be accessed.

KNOW YOUR CLIENT PROCEDURES ("KYC")

The Group and its Client's shall at all times comply in all material respects with the KYC Procedures and any manuals maintained by the service Provider and/or any implementations by the Regulator in respect to the relevant laws and jurisdiction as applicable.
1. The Client expressly acknowledges the obligation of the Group to fully cooperate with the relevant laws and relevant jurisdiction authorities responsible for fighting against money-laundering and financing of terrorism.
2. The Client hereby declares and confirms that will not be engaged in any of the following activities: money, laundering, receiving the proceeds of drug trafficking, receiving the proceeds of criminal activities, terrorist activities, any other illegal activity, and will not use the Company in any manner whatsoever that may damage the good reputation of the Group, and/or representatives, and/or affiliates.
The Group and its Clients respectively onboarded to the Group, will implement robust, quality assurance and internal controls consistent with any Compliance Regulations applicable by the general guidelines and the Regulators, to ensure it operates under Compliance. Without limiting the foregoing, the Client will;
1. Maintain a strong controlled environment in day-to-day operations, including meeting the following fundamental control objectives: that operational information is reliable and accurate, assets are safeguarded, actions and decisions of the Client are in compliance with Relevant Laws, accountability is clearly defined and understood, access is properly controlled, work is adequately supervised, all communications the Group and its Clients are properly authorised and recorded, separation of duties is adequate;
2. Develop and execute a process to ensure annual internal control self-assessments are performed with respect to the Service Providers obligations;
3. Maintain, in accordance with Compliance and AML regulations and any other reasonable guidelines written instructions, a compliance and quality assurance function sufficient to monitor the processes and systems used to provide the Payment Facilitation (including but not limited to the performance of audits, track control measures, the communication status to management, the drive of corrective action and development and execution of a periodic risk assessment process to evaluate risk in the transaction and the services, and:
4. Provide to the managements of the Group and if applicable to the regulator a summary of audit activity performed as related to the payment facilitation, associated material findings, status of follow-up activity, summary of control incidents (including but not limited to frauds, conflict of interest situations and IT security incidents) and related corrective action, every 12 months during the Term.
The Group shall be responsible to collect all the required documentation that is described herein of this Agreement, from the clients which will be onboarded for the payment services for Compliance Approval.

General requested Information from the Company's Clients/Third Parties:

Physical Person:
- Full Name:
- Address:
- Date of birth:
- Email:
- Phone number:
- Passport:
Legal Person:
- Full Name:
- Address:
- Incorporation Date:
- Email:
- Phone Number:
- Bundle of Corporate Documents of the Company:
- Physical Person Details for Directors and/or Representative of the Company:
Please note that additional documents can be requested at the sole discretion of the Group's MLRO officer, its Directors, third Party service providers or agents of the Group for the benefit of assuring the KYC procedure is duly complied with, which may change from time to time.
If the Client for any reason cannot provide the Group with the requested documentation, then the Group has the right to refuse and not approve the application of the Client.

SECURITY

The Group shall, where applicable, ensure that any system(s) on which the Group holds Clients related information and data, including backup data, is secure and shall ensure complete data integrity in accordance with Good Industry Practice and the applicable Regulator's security policies and standards. The Group will promptly notify the Client of any breach or potential breach of security and investigate and remedy the effects of such breach or potential breach.

RECORDS

The Group shall keep or cause to be kept complete and accurate Records. Unless otherwise specified in this Agreement or as required by Relevant Laws, The Group shall maintain the Records in a secure and suitable facility readily accessible to Groups employees, and the Regulator until the date which is 5 ("five") years from the date that all outstanding matters arising from or in connection with this Agreement have been finally concluded by agreement of the Parties in respect of any Records which relate to the outstanding matters.
Third parties' data, which shall be stored in the Group's system shall at all times and for the avoidance of doubt be the sole property of the Group and the third parties desire to engage with the performance of services under this Agreement.
The Client expressly acknowledges the obligation of the Group to comply with the Data Protection regulations of each jurisdiction subjected to. Withstanding the provisions of this Agreement, the client is hereby providing his/her permission for the Group to process the kept Personal Data and release it where appropriate for the purpose of the Services and any law applicable. The records of the Client's personal Data will be stored in a secured electronic management system accessed by members of the Group.

AMENDMENT AND WAIVER

No amendment, modification, variation and/or discharge of this Agreement or any Article and/or any Schedule of this Agreement shall be valid and binding on the Parties unless made in writing and signed by the Parties.
A failure or delay by any Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this Agreement is only effective if it is in writing.
Except as expressly provided otherwise in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

FORCE MAJEURE

If and to the extent that any of the Parties fail to perform or is delayed in performing any of its obligations under this Agreement by reason of Force Majeure and promptly so notifies the other Party, giving full particulars of the circumstances in question, then the Party so affected ("Affected Party") shall, whilst the Force Majeure event subsists, be relieved of liability to the other for failure to perform such obligations provided that the Affected Party could not have prevented the failure or delay by taking reasonable precautions or measures.
The Affected Party shall promptly notify the other in writing with details, including in relation to the estimated duration and its effect on the performance of its obligations under this Agreement. The Affected Party shall update such information upon request and in any event at least once a week throughout the duration of the event of Force Majeure and shall provide as much notice as possible of the resumption of normal service. Subject to this Clause, the Affected Party shall take all reasonable steps to perform its obligations affected by Force Majeure by such other means as may be available.
The Affected Party shall take all reasonable steps available to it to procure that an event of Force Majeure ceases to exist, and to minimise the effects of it on the performance of its obligations under this Agreement provided that if any such delay exceeds sixty days (60) days, then following such sixty-day period either Service Provider or the Company and its Clients thereto may terminate this Agreement on ten (10) days' prior written notice to the other Party.

ASSIGNMENT

The Group may transfer, assign, or otherwise dispose of its rights and/or obligations under this Agreement where deemed appropriate without the prior written consent of the other Parties, unless said assignment is within the Group structure whether current or newly formed via a future event such as the attainment of an additional regulated entity.
The Group reserves the right to enter into any subsequent agreements with third parties such as agents, providers, affiliates or the Client, as it deems necessary, beneficial, or appropriate for the continuation, expansion or modification of the services provided under this Agreement. Such subsequent Agreements may be entered into without prior notice to, or consent from the Client. The Terms and Conditions of any subsequent Agreement shall not affect the terms of this Agreement unless specifically stated in writing.
The Client is prohibited from assigning this Agreement to any third party.

SEVERABILITY

If any provision of this Agreement or the application thereof to any person or circumstance were prohibited or held to be invalid, illegal, or unenforceable in any jurisdiction, the Parties hereto, agree, to the fullest extent permitted by law, that;
1. The validity, legality, and enforceability of the other provisions in such jurisdiction shall not be affected or impaired thereby;
2. any such prohibition, invalidity, illegality, or unenforceability shall not render such provision prohibited, invalid, illegal, or unenforceable in any other jurisdiction and
3. they will negotiate an amendment to such provision in such a manner that it becomes valid and enforceable without affecting the original intent of the Parties or the economic purpose and effect thereof.

DISPUTE RESOLUTION

Any Dispute shall first be referred, upon written notice (a "Dispute Notice") given by one party to the other, to a senior executive from each party. The senior executives shall seek to resolve the Dispute on an amicable basis within fourteen (14) days of the Dispute Notice being received.
If the Dispute is not resolved within fourteen (14) days from receipt of the Dispute Notice, the Dispute shall be referred to and finally resolved by arbitration under the LCIA Rules (the "Rules"), which are deemed to be incorporated by reference into this clause. There shall be three arbitrators, one to be nominated by each of the parties in accordance with the Rules and the third, who shall be the presiding arbitrator, shall be nominated by the arbitrators nominated by the two parties within fourteen (14) days of the last of their appointments. It is hereby agreed that if there is more than one claimant party and/or more than one respondent party, then the claimant parties together and/or the respondent parties together shall each nominate one arbitrator. In the event that either the claimant (or multiple claimants), the respondent (or multiple respondents) and/or the two party nominated arbitrators, fail to nominate an arbitrator in accordance with the Rules, the relevant arbitrator shall be selected and appointed by the LCIA Court.
The seat, or legal place, of arbitration shall be in London, United Kingdom. The language to be used in the arbitral proceedings shall be English. Judgement on any award may be entered in any court having jurisdiction thereover.
For the purposes of this clause, "Dispute" means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance, breach or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

GOVERNING LAW

This agreement shall be governed by and interpreted in accordance with the laws of Cyprus and any disputes arising hereunder shall be brought before the competent courts in Cyprus, to the exclusive jurisdiction of which the Parties hereby submit, notwithstanding the right of The Group to institute proceedings against the Client before the competent court of any country in which the Client is established or resident, or in which the Client and/or the Company may have any assets.
This Agreement shall be constructed and enforced in accordance with the laws of Cyprus without regard to the The Group or the Website of its conflict of law provisions or the Client's state or country of residence.
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified herein as the Competent jurisdiction of the Holding Company of the Group, considering any applicable international treaties, conventions, or agreements applicable.
In the event that any dispute arises from an affiliate or related Company with the Group, outside the Republic of Cyprus, then the dispute shall be subject to the Competent Court of the jurisdiction that the conflict has been arisen.
If there is a dispute between the Client and other Clients, the Client understands and agrees that the The Group is under no obligation with respect thereto, and the Client, to the fullest extent permitted by law, hereby releases the The Group and its affiliates, and each of their respective officers, directors, employees, service providers, affiliates, agents and successors from, and agrees to indemnify each of the foregoing for any losses incurred in connection with any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
The Client agrees that in case it is unable to resolve its disputes with other Clients, then The Group has the right to remove the Client as a User, form the Website and terminate this Agreement.
Any conflict between the laws of different jurisdictions or licences referenced within this Agreement, the parties agree to adhere to the provisions most favourable and applicable to the particular issue at hand, as determined in good faith through negotiation and an alternative dispute resolution mechanism as described in Clause 22.

I declare that I have read, fully understood, acknowledged, and hereby accept the entire content of the General Provision of Services Agreement.

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General Provision Of Services Agreement

NOW IT IS HEREBY AGREED AS FOLLOWS: