Terms & Conditions

GENERAL TERMS AND CONDITIONS (T&C)

 

last revised: “24” March 2023

 

 

PLEASE READ THESE T&C CAREFULLY BEFORE ACCEPTING THEM (BEFORE AGREEING TO THE CONDITIONS CONTAINED IN THEM). IF YOU DO NOT AGREE TO THESE T&C ENTIRELY OR PARTIALLY, DO NOT USE THE APPLICATION, THE WEBSITE, OR OTHER SOFTWARE PROVIDED IN THESE T&C AND THE WEBSITE.

 

BANXE PROVIDES THE SERVICES THAT (1) ARE CONNECTED WITH THE FUNCTIONALITY OF THE PLATFORM AND THE WEBSITE INCLUDING BUT NOT LIMITED TO HOSTING AND TECHNICAL SUPPORT, AND (2) FACILITATE CLIENTS’ IDENTIFICATION AND VERIFICATION FOR THE ASSOCIATED COMPANIES. BANXE IS ONLY THE PARTY IN THE AGREEMENT WITH YOU WHILE PROVIDING SUCH SERVICES. IN CASE YOU USE THE SERVICES PROVIDED BY THE ASSOCIATED COMPANIES YOU WILL HAVE CONTRACTUAL RELATIONSHIPS WITH THEM. IN SOME CASES YOU WILL HAVE CONTRACTUAL RELATIONSHIPS (DIRECTLY OR THROUGH THE ASSOCIATED COMPANIES AS INTERMEDIARIES) WITH OTHER ENTITIES THAT PROVIDE SPECIFIC FINANCIAL SERVICES, REQUIRED TO EXERCISE THE SERVICES OFFERED ON THE PLATFORM.

 

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

 

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

 

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

 

BY ACCESSING AND USING SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST INCLUDING BUT NOT LIMITED TO  THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST, THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY (OFAC), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. BANXE RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS AND MAY RESTRICT OR REFUSE, AT ITS DISCRETION, THE PROVISION OF BANXE SERVICES IN CERTAIN COUNTRIES OR REGIONS.

 

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

 

We inform you that if the payment is made without specifying the Payment Reference, the payment is sent back to the Client, while Banxe has the right to withhold a commission for the operation. Сomission is withheld in accordance with the price plan, both for receiving payment and for returning. We kindly ask you to indicate the Payment Reference when performing the operation. 

 

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

 

1.  INTRODUCTION

 

• 1.1 By applying for an Account or otherwise requesting access to the Services you, being the Introduced Client, confirm that you (i) wish to enter into an agreement with us through Banxe, our Distributor, and (ii) have read, understood and accepted these T&C. Digital Assets services offered on the Banxe platform are provided exclusively by OÜ NeuroNext. Tompay LTD or Banxe LTD do not provide any services related to Digital Assets, including cryptocurrency. Such services are not regulated by the Financial Conduct authority (the FCA).

• 1.2 These T&C  govern the Services that we agree to provide you with and constitute the entire agreement between us and you (collectively referred to as the “Parties” and individually a “Party”).

• 1.3 Please read these T&C carefully before you agree to use an Account or any other Services provided by or through us. 

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

• 1.5 The Introduced Client acknowledges that a “soft footprint” search may be placed on the electronic files of the individuals noted in clause 1.4 above by the credit reference agencies and their personal details may be accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism, identity verification and fraud prevention.

2. DEFINITIONS AND INTERPRETATION

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

• Account means the account, which has been created by You with one of the Service Providers and on which money, electronic money, and Digital Assets (the “Funds”) are accounted for in accordance with the T&C,  and the relevant legislation. The words “credit to”, “deposit to” used in relation to these defined expressions shall mean an increase in (increasing) the amount of Funds accounted for You on the Account, including as a result of the transfer by the Associated Companies to You the title of property to Funds. The words “charge-off”, “write-off”, “withdrawal” used in relation to these defined expressions shall mean a decrease in (decreasing) the amount of Funds accounted for You on the Account, including as a result of deduction from the amount of the Service Provider’s remuneration or Your other debt.

• Account Information Service Provider  means a third-party payment service provider who is authorised by or registered with the Regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.

• Account Limit means any limit that applies in relation to your Account, such as account maximum balance, and limits on receiving and sending payments from your Account as referred to in clause 5.

• Agreement  means the agreement for your Account made up of these T&C

• AML/CTF Requirements means any legal requirement, national or international, including soft law, pertaining to money laundering, terrorism financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction.

• Available Balance means  the value of funds available on your Account.

• Authorised User  means the individuals nominated by the Introduced Client to be responsible for the management of the Account.

• Business Days mean Monday to Friday between the hours of 9 am - 5 pm but does not include bank holidays, or public holidays in the United Kingdom.

• Card Scheme  means Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.

• Confidential Information – any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
  Crypto earn means feature within the Banxe LTD Platform, and related functionality permits eligible Clients to earn rewards on certain supported Digital Assets.

• Customer Services – the Distributor’s contact centre for dealing with queries about your Account.

• Data Protection Laws – the following, to the extent they are applicable to a party: the Data Protection Act 2018  and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority;

• Distributor  means BANXE Limited, a company registered in England and Wales under company number 11784778, who is permitted by Tompay to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.

• Due Diligence Procedure means procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.

• Digital Currencies mean encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralised form.     

• Fees – those fees payable by the Introduced Client for using Services.

• Fiat Currency means any government-issued currency.

• Funds mean money (in any currency), electronic money and Digital Assets that can be kept in Account, sent to External Account or a third-party recipient, used to purchase Digital Assets or pay for the Services.  

• Information  means any information related to an organisation.

• ILINK means Private company ILINK LIMITED, which  is registered in the Republic of Kazakhstan at the registered address: Z05H0B4, Republic of Kazakhstan, Astana, Kabanbay batyr str. 17, 402  under the registered company number 220740900196, or affiliates of Tompay acting on Tompay’s behalf.

• Intellectual Property Rights – mean without limitation, all patents (including models and inventions), trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in the Confidential Information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and “Intellectual Property” shall be construed accordingly;

• NeuroNext means OÜ NeuroNext, authorised by the Estonian Financial Intelligence Unit as a Virtual Currency service provider (License’s number  FVT000032). OÜ NeuroNext is registered in Estonia under company number 14917854at the registered address: Rävala pst 8 Kesklinna linnaosa, Tallinn Harju maakond 10143, Estonia.

• Platform, BANXE Platform means the “www.banxe.com” which is a web platform (a computer program, the access to which is provided by the means of using the Internet) for digital financial services, the right to use which is possessed by the Company and available at the Website and the Application. The Platform provides the Clients with the ability to apply for the Services provided by the Associated Companies on the Platform.
  Pro wallet means non-custodial software crypto wallets on BANXE Platform that give you complete control over your public and private keys, and subsequently full control over your crypto wallet and assets

• Tompay means Tompay Ltd, which  is registered in England and Wales at the registered address: Mocatta House, Trafalgar Place, Brighton BN1 4DU under the registered company number 12484741, or affiliates of Tompay acting on Tompay’s behalf.

• Services  mean those services and products, including but not limited to the Account, that may be made available to the Introduced Clients from time to time.

• T&C  mean the terms on which Tompay and Neuronext OU  provide Services to the Introduced Client.

• Transaction means  any debit, credit or other adjustments to an Account that affects the balance of monies held in it.

• Regulator means  the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom.

• Identification means a complex of measures to obtain data on the Client, her/his representatives, other parties of a financial transaction (operation) defined in accordance with the Law of England and Wales, as well as to confirm the accuracy of such data.     

• UNO FOUNDATION PTE.LTD. means UNO FOUNDATION PTE.LTD.which  is registered in Singapore at the registered address: 10 ANSON ROAD #20-05 INTERNATIONAL PLAZA SINGAPORE (079903) under the registered company number 202143176D, or affiliates of UNO FOUNDATION PTE.LTD. acting on UNO FOUNDATION PTE.LTD. behalf

• Verification means a set of measures to verify and (or) supplement data on the Client, her/his representatives and other parties to a financial transaction (operation) obtained during the identification.

• we, us, our, Distributor, Company or BANXE  means BANXE Limited, a company registered in England and Wales under company number 11784778, who is permitted by Tompay and Neuronext to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised Usermean.

• you, your or Introduced Client mean any client of BANXE or Neuronext OU or Tompay LTD which has been introduced by the Distributor and whose account is operated by the Distributor-based on instructions the Distributor receives from the Introduced Client (where relevant).
  Tompay LTD, Neuronext, ILINK and UNO FOUNDATION PTE.LTD. are considered to be the Service providers

• 2.2 In these T&C:

• 2.2.1 a reference to a clause is a reference to a clause in these T&C,;

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

• 2.2.3 the singular shall include the plural and vice versa;

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

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

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

• 2.3. The Client hereby agrees to observe the following documents (as well as to be legally bound by them), which together with these T&C: the Privacy Policy (Policy regarding the processing of personal data)   the Cookies Policy (Policy regarding cookie files);   any other conditions of the promotional events, public competitions and other events held by the Company or the Service Providers.  All these documents are placed on the Website and available in the Application.

• 2.5. The Client hereby agrees to:  (a) after putting the symbol “✓” in the checkbox with relevant inquest or expressing agreement in any other way permitted by law, participate in the promotional events, public competitions and other events held by the Company with the use of the Platform and (or) the Website as well as recognize oneself bound by the conditions of their carrying out placed on the Website or communicated to the Client by the Company by other means. The Client’s consent to the conditions of such events and to the conditions of receiving bonuses is confirmed, among other things, by the actual Client’s actions to participate in such events and (or) by the consumption (use) by the Client of the bonus provided to him. The Client has the right to refuse to participate in a specific promotional event, a specific public competition or other event held by the Company by way of unilateral extrajudicial refusal to execute these T&C, of participation in the relevant event;  (b) revocation of the right to use the Platform and (or) the Website or applying by the Company against the Client other negative measures in case of violation by the Client of these T&C, and (or) any of the documents specified in sub-clause 2.1.1 of this clause.

3. SCOPE OF THESE T&C:

3.1 Services are made up of the Account that allows operation including the making of Transactions in accordance with the Agreement. The Account is an electronic money account and the electronic money is issued to you by us. Your Account will be opened on your behalf by the Distributor. You may only hold an Account so long as you remain an approved client of the Distributor that provided you with your account details. Your rights and obligations relating to the use of this Account are subject to the Agreement. The Services also consist of: 

• 3.1.1 the software used by the Distributor on the Introduced Client’s behalf to create and administer the Accounts plus the beneficiaries and payment rules applied to them; and

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

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

• 3.4 You agree that the Distributor or Tompay LTD or Neuronext OU may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your email address and mobile phone number updated.

4. USING THE ACCOUNT

• 4.1 To use the Application You need to create an Account. To create an Account You must:  

• (a) for the Client who (which) is:  

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

• a legal entity (a body corporate) – provide the firm name, location (registered address), tax identification number (Tax ID number), the graphic image (icon) of the extract from the trade register of the country of incorporation or other equivalent evidence of the status of a legal entity in accordance with the legislation of its country of incorporation with the date of issue no earlier than six (6) months before the date of submission of the graphic image (icon) of such extract, the graphic image (icon) of the charter and the graphic image (icon) of the legal entity’s director identity document opened on the pages containing personal data and a stamp specifying the place of residence as well as other documents that may be requested by the Company;  and

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

• 4.2 Your Account can receive bank transfers and other payment types as added and notified to you by the Distributor or the Service Providers from time to time. Subject to clause 4.4, we will credit your Account when we receive the funds which could be up to three (3) Business Days after the payment being instructed, depending on how the payment was sent.

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

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

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

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

• 4.4 An incoming payment will not be credited to your Account if:

• 4.4.1 the Account has reached the Account Limits; or

• 4.4.2 the Account is inactive or blocked or terminated; or

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

• 4..4 we suspect the payment to be fraudulent.

• 4.5 If we are unable to credit your Account for any of the reasons in clause 4.4 then the funds may be sent back to the sender without a prior notification to you.

• 4.6 Your Account will be configured and operated by the Distributor. You agree that Tompay and Neuronext  may take instructions from the Distributor regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We are also authorised to take instructions from any other Authorised User (where different from the Distributor). You are responsible for all actions of the Authorised User in relation to the Account.

• 4.7 A Transaction is deemed to be authorised by you:

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

• 4.7.2 when you give instructions through a third party 

• Once the Transaction is confirmed, we cannot revoke (cancel) the Transaction save for in those circumstances set out herein.

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

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

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

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

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

• 4.13 You can check the balance and Transaction history of your Account at any time via the Online Portal if you have relevant access details.

• 4.14 You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Distributor.

• 4.15. To be eligible to use the Platform:  

• (a) You must be at least eighteen (18) years old; 

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

• (c) You must be a citizen (national) of, or reside in, a country not being in the list of jurisdictions where We do not provide the Services (the “Prohibited Jurisdictions”);  

• (d) as a Client, that is a legal entity, on behalf of such legal entity you represent and warrant that:  

• (i) such legal entity is duly organised and validly existing under the legislation of the jurisdiction of its organisation;  

• (ii) you are duly authorised by such legal entity to act on its behalf; and  

• (iii) this legal entity is not registered in the Prohibited Jurisdictions, as well as the beneficial owners of this legal entity are not citizens (nationals) of the countries that are in the list of the Prohibited Jurisdictions and do not reside in the Prohibited Jurisdictions.

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

• 4.17. After passing Identification and Verification You can access the Services offered on the Platform by the Associated Companies. In some cases the specific Services require additional Verification.  

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

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

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

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

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

5. ACCOUNT LIMITS

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

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

• 5.3 To manage our risk, particularly with respect to money laundering, fraud or security concerns, 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.

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

• 6.1.  Tompay Ltd. provides the following Services:  

• 6.1.1. Issuance of electronic money for natural and legal persons;  

• 6.1.2. Providing Current Accounts; 

• 6.1.3. Payment Transaction and Payment Transfer Services; 

• 6.1.4. Currency Conversion / Currency Exchange Services.  

• 6.2. Tompay Ltd provides services according to the following Terms and Conditions: https://www.tompayment.com/terms-and-conditions/

   

• 6.3 OÜ NeuroNext provides the following Services:  

• 6.3.1. Providing Digital Assets Wallets; 

• 6.3.2. Exchange of Digital and Fiat currencies;  

• 6.3.3. Digital Assets-based lending instruments.

• 6.3.4. Providing Crypto-safe service;
  
  6.4. OÜ NeuroNext provides services according to the following Terms and Conditions: https://neuronext.io/terms/

6.5. Banxe in partnership with UNO FOUNDATION PTE.LTD.  provides Crypto Earn services according to the following Terms and Conditions below. These Terms and Conditions were developed by Banxe using the following UNO FOUNDATION PTE.LTD. Terms and Conditions https://mycelium.slite.page/p/65_OLpSNW9hUKE/UNO-Docs

1.  To be eligible to use Crypto Earn, you must: 

• Be an existing Banxe LTD  user in compliance with the General Terms and Conditions;
  - Be at least 18 years of age or the legal age of majority in the jurisdiction in which you reside;
  - Not be located in, under the jurisdiction of or a national or resident of any of the countries, states and jurisdictions listed in the Provision 17;
  - Not be subject to any sanctions imposed by any government, including without limitation those imposed by the United Nations, the European Union, any EU country, the UK Treasury, or the U.S. Office of Foreign Assets Control (“OFAC”) 

 

2. UNO FOUNDATION PTE.LTD. provides services for converting the Client's Assets into lots made up of various Digital Assets in order to earn funds for the Clients.

3. UNO FOUNDATION PTE.LTD.  establishes possible strategies for Clients depending on the risk factor of the strategies, from the least risky to the most risky. Clients independently choose strategies for converting Assets into Digital Assets lots.

4. UNO FOUNDATION PTE.LTD. is not responsible for the Strategy chosen by the Client, as well as for losses that the Client may incur in accordance with the chosen strategy. UNO FOUNDATION PTE.LTD.  does not guarantee the profitability of strategies and services rendered. UNO FOUNDATION PTE.LTD.  notifies that the Crypto Earn service is a risk-based service, regardless of the strategies chosen.

5. The Client on the Platform can make Assets as a deposit for further conversion into a Digital Assets lot. The Client may request the return of the Assets and UNO FOUNDATION PTE.LTD. will carry out a return conversion. Reverse conversion is carried out only to the Client's custodial wallet or to the Client's Tompay account, depending on the Client's order.

6. The return of Assets takes place in the currency in which these Assets were provided to the UNO FOUNDATION PTE.LTD. as a deposit. The Client can also get acquainted with the current state of the Digital Assets lot on the Platform, as well as supplement the Digital Assets lot with other deposits.

7. The Client has the right to receive the following information regarding Digital Assets lots:

• the cost of Digital Assets lots; 

• the value of the deposit; 

• the amount of earnings in the form of dividends from the use of the Crypto Earn service

8. We reserve the right to and at any time, without liability to you to:

• Refuse your request to open an Earn Account;
  - Change the eligibility criteria for registration or use of Crypto Earn or an Earn Account;
  - Close, suspend, limit, restrict, or terminate your access to Crypto Earn, the Platform, or other products and services provided by us and/or any our Affiliates;
  - Change, update, remove, cancel, suspend, disable, or discontinue any features, component, content, incentive, or referral plan of Crypto Earn provided that we may not change the rewards rate, maturity date, or other material terms that impact your rewards accrual. 

9. By accessing and using Crypto Earn, you agree that you will not do any of the following:

• Engage in any activity that would violate or assist in the violation of any law, statute, regulation, or ordinance; 

• Violate or breach any terms or conditions in  these Terms and Conditions, any other policy and/or agreement; 

• Provide us with any false, inaccurate, or misleading information or otherwise attempt to defraud us; Attempt to gain unauthorised access to our network, system, or websites or Earn Accounts other than your own; 

• Decompile, disassemble, or otherwise reverse engineer our Website, Crypto Earn, or any other related product, program, or system or in any way infringe on our intellectual property rights including, but not limited to, copyrights, patents, trademarks, or trade secrets; 

• Engage in any form of data mining, indexing, scraping, surveying, or otherwise with respect to our Website, Crypto Earn, or any other related product, program, or system;

• Unduly burden or hinder the functionality and/or operation of any aspect of the Website, Crypto Earn, or any other product, program, or system offered, maintained, or provided by us or our affiliates.  

10. It is your sole responsibility to determine what taxes, if any, arise from your use of Crypto Earn. Further, you are solely responsible for reporting and paying any applicable taxes. Except to the extent that we are required by applicable law, we will not determine whether, or to what extent, you are liable for taxes, report them, or withhold them.

11. You may not assign, delegate, or transfer any rights or obligations under these Terms and Conditions without our prior written consent. Any such attempted assignment, delegation, or transfer shall be null and void. We reserve the right to assign, delegate or transfer our rights and/or obligations hereunder without restriction, including without limitation to affiliates or subsidiaries, or to any successor in interest of any business associated with the Website or Crypto Earn.

12. We are not your trustee, investment advisor, or fiduciary. By providing the Crypto Earn service to you, we do not become a trustee, investment advisor, or form any sort of fiduciary relationship with you. We have no trust or other obligations with respect of your Digital Assets other than those expressly specified in this Agreement.

13. The Digital Assets held in your Account are not protected by any government backed insurance scheme.

6.6. Banxe in partnership with ILINK  provides Pro wallet services according to the following Terms and Conditions:

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

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

3. The Pro Wallet service allows you to transfer cryptocurrency to other non-custodial crypto wallets on other platforms, as well as use the generated 12-digit seed phrase on other platforms. By entering a 12-digit password on other platforms or on our Platform, you will have access to all the functionality provided by the terms of use of our Platform or other platform.

4. Pro Wallet allows you to carry out the following operations with cryptocurrency: 
   1) Keep cryptocurrency on the wallet
   2) Get access to non-custodial wallets on other platforms upon receipt of a 12-digit seed phrase.
   3) Purchase various cryptocurrencies on a non-custodial wallet
   4) Check the balance of a non-custodial wallet and get acquainted with the current rates of cryptocurrencies
   5) Other operations provided for by these T&Cs and not inconsistent with clause 7.5. of these T&C

5. When using Pro Wallet it is forbidden: 
   1) Transfer funds from non-custodial to custodial wallets to Clients who have not passed the KYC procedure
   2)Transfer funds from the crypto wallet to the current account of the Clients who have not passed the KYC procedure, including to the account of the Client - the owner of the non-custodial crypto wallet

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

7. With regard to the 12-digit seed phrase, the Client confirms the following information:
   1) The Client can create a new wallet or import an existing one by 12-digit seed phrase.
   2) When using the functionality of the provided service, the Client is provided with a master password, which allows the user to make transactions without publicly transferring the 12-digit seed phrase to third parties.
   3) If the master password is lost, the Platform will not be able to help restore it, nor is it responsible for the lost master passwords, to restore access to funds, the Client must import the wallet by seed phrase and set a new master password.
   4) If the master password and seed phrase are lost, the Platform will not be able to restore access, as it does not store secret keys, seed phrases, master passwords.
   
   

6.7. Banxe Ltd. provides the services as Distributor of Tompay Ltd, UNO FOUNDATION PTE.LTD. and Neuronext OU.

• 7. RESTRICTIONS AND BONUSES  

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

• 7.2. You are obliged not to use the Application, other software specified in these T&C, the Website and  their content for any unlawful purpose under any law that is applicable to You or that is prohibited by or in breach of these T&C. You warrant (represent, agree) that:  (a) You are at least eighteen (18) years old and of a legal age in Your jurisdiction to enter into contracts (agreements) (including these T&C,);  (b) You are using the Application, other software specified in these T&C, the Website and their content solely for Your own needs;  (c) You are acting in Your own legal capacity (on Your own behalf) and not on behalf of another person (with the exception of duly authorized (empowered) representatives, inter alia of a Client which is a legal entity);  (d) You do not reside in a country, which is included by the Company in the list of Prohibited Jurisdictions, are not registered in it (for a Client which is a legal entity) as well as Your beneficial owners do not reside in it, as well as You cannot do busniess or conduct operations in such country (for a Client which is a legal entity);  (e) You have the right to enter into these T&C, and no other agreement to which you are a party will be breached;  (f) You will not conduct criminal or other unlawful activities through (or by using) the Application and other software specified in these T&C, including money laundering, terrorist financing and financing of proliferation of weapons of mass destruction, fraud, tax (fees) evasion or any other crime or another transgression of the law;  (g) You will not use the Application and other software specified in these T&C, if any law applicable to You prohibits or does not allow their use in whole or in part;  (h) You do not use any insider information about tokens in an unscrupulous (illegal) way and do not manipulate the prices for tokens within Your usage of the Application and other software specified in these T&C;  (i) You shall not allow other persons to use Your BANXE Account (with the exception of Your duly authorized (empowered) representatives, inter alia if You are a Client which is a legal entity);  (j) You will not solicit or in any way seek to obtain any information, including personally identifiable information, relating to other users of the Application or visitors of the Website;  (k) You will not intercept, damage or modify any communication which is not intended for You or get acquainted with such a communication;  (l) You will not upload or distribute any software, files or data containing viruses, spiders, robots, worms, trojan-horse or any elements which are corrupted or may have any other negative impact on the Application, other software specified in these T&C, the Website and their content;  (m) You will not impact or attempt to impact the availability of the Services or operation of the Website, with a denial of service (DOS) or distributed denial of service (DDoS) attack or use the Application, other software specified in these T&C,, the Website and their content in a way that could damage or otherwise impaired their functioning;  (n) You will not attempt to modify, decompile, reverse-engineer or disassemble the Application, other software specified in these T&C, the Website and their content in any way;  (o) You will not initiate and send chain letters, junk mail (spam) to Us and users of the Application, other software specified in these T&C, and the Website;  (p) You will not prevent other users from using the Application, other software specified in these T&C, and the Website;  (q) You will not submit, post, upload or grant Us access to any information or material that infringes third party's Intellectual Property Rights;  (r) You will not encourage, promote or carry out any activity that violates these T&C,.  

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

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

8. CLOSING YOUR ACCOUNT

• 8.1 You may close your Account by contacting Customer Services.

• 8.2 The Account will be closed if Tompay LTD or Neuronext OU instructs us to close your Account (in which case the We  will inform you of this instruction).

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

• 8.4  In the event of termination of the contractual relations between You and the Tompay LTD or Neuronext OU, Your Funds will be transferred to You at Your demand after deduction of the amounts of remuneration..

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

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

• 8.7. The order of Funds’ withdrawal is described in the relevant Terms and Conditions.  

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

9. YOUR LIABILITY AND AUTHORISATIONS

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

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

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

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

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

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

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

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

• 9.4 You or the Authorised User must not:

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

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

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

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

• 9.4.5 exercise Our rights under these T&C; 

• 9.5 You must take all reasonable steps to always keep your Account and password(s) and any other security-related details safe at all times. If you visit a website or receive a message that asks for your password, other than the Distributor website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.

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

• 9.7 You will be liable for all Transactions that the Distributor, any other Authorised User or Service Providers make on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.

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

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

• 9.10 If you request to recall a Transaction due to an error or mistake caused other than by the Distributor or the Service Providers, we reserve the right to charge you (i) a handling fee of One Hundred British Pounds (£100) per recall and (ii) any fee payable by the Distributor or the Service Providers to a third-party bank or institution for handling the recall.

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

10. DISPUTES AND INCORRECT TRANSACTIONS

• 10.1 If you (or an Authorised User) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, or (ii) someone else knows the security credentials or otherwise has ‎unauthorised access to your Account, you must inform us immediately by contacting Customer Services. After you notify us, we will replace lost, stolen or misappropriated security credentials, as appropriate.

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

• 10.3 If you dispute a Transaction:

• 10.3.1 subject to clauses 10.3.2 and 10.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to re-execute the Transaction.

• 10.3.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund;

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

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

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

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

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

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

• 10.6.1 the authorisation did not specify the exact amount;

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

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

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

11. COMPLAINTS PROCEDURE

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

• 11.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request.

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

• 11.4 If the Distributor fails to resolve your complaint to your satisfaction you may refer your complaint directly to the Service Providers. You may be further entitled to refer your complaint to the Financial Ombudsman Service. Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

12. FEES

• 12.1 The table with the Fees will be sent to you together with the confirmation of opening your Account and might be also accessible through the Platform.

• 12.2 The Fees are subject to change at the Service Provider’s  sole discretion. You agree to pay all Fees and your continued use of the Services indicates your acceptance of the Fees, including any changes that we may introduce to the Fees from time to time. We will send any updated Fees to your registered email, update the Fees section of the Online Portal or post a message through your Account. If you are unclear as to any applicable Fees, you should contact the Customer Services.

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

• 12.4 The Fees payable by you will be deducted from your Available Balance and you hereby authorise us to deduct such Fees. Transaction fees will be charged when the transaction is executed. Monthly fees will be charged at the beginning of the applicable calendar month. The Fees are non-refundable. If your Available Balance is insufficient to cover the Fees and Commissions, we may refuse to execute the payment. Reversal or chargeback fees will be deducted when incurred.

13. SERVICES

• 13.1 The applicable Services will be accessible to the Introduced Client through the Online Portal.

• 13.2 The Account is provided by the Distributor to the Introduced Client in accordance with these Terms and Conditions. Services provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.

• 13.3 The Introduced Client can use the Account to make Transactions on the terms and conditions set out in these Terms and Conditions.

• 13.5 From time-to-time the Distributor may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. The Distributor may contact the Introduced Client or the Distributor (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.

• 13.6 The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in the Distributor discontinuing the provision of the Services as set out in clause 17.3.

• 13.7 The Introduced Client shall implement as appropriate Distributor’s reasonable security recommendations it notifies to the Introduced Client from time to time.

14. AUTHORISED USERS

• 14.1 Access to the Services is restricted to individuals that have been designated by the Introduced Client as Authorised Users.

• 14.2 The Introduced Client must notify the Distributor in the Service Providers of all individuals it wishes to be an Authorised User.

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

• 14.4 The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Services.

• 14.5 The Introduced Client shall ensure its Authorised Users:

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

• 14.5.2 do not share any information that would enable another party to access the Introduced Client’s Account.

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

• 14.7 The Introduced Client will be responsible for timely notification to the Distributor of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Services by an Authorised User until the Distributor has had one (1) full Business Day to act on any received notice. This clause shall not apply to Introduced Clients accessing Services via the Distributor.

• 14.8 Where the Introduced Client accesses Services through the Distributor, the Distributor will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Distributor. The use of the Distributor to access the Services by the Introduced Client are set out in further detail below.

15. ACCESSING SERVICES THROUGH THE DISTRIBUTOR

• 15.1 In the event the Introduced Client utilises the Distributor to access Services, the Introduced Client agrees and authorises the Distributor to instruct the Service Providers to access and use the Services on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.

• 15.2 The Introduced Client acknowledges and agrees that the Distributor shall have no liability whatsoever with respect to the performance, availability or quality of the Distributor.

• 15.3 The Introduced Client acknowledges and agrees to the following:

• 15.3.1 it must satisfy itself that its Platform Partner Agreement grants the Distributor all permission necessary to operate the Account on the Introduced Client’s behalf;

• 15.3.2 the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;

• 15.3.3 It is responsible for monitoring the Distributor activities on its Account. Any queries relating to such activities will be raised with the Distributor directly and settled between the Distributor and the Introduced Client;

• 15.3.4 the Introduced Client has no recourse against the Service Providers for any act or omission of the Distributor with respect to its Account;

• 15.3.5 the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Services through the service provided by the Distributor; and

• 15.3.6 it will only use the Account for the purposes declared to the Distributor and in the manner set out in the Agreement.

• 15.4 On receipt of notification by the Service Providers from the Distributor that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with these Terms and Conditions.

• 15.5 If the Introduced Client has any complaint or concern relating to the Account or other Services, such complaint or concern shall be raised directly to the Distributor , who shall deal with it in accordance with the Complaints Policy, a copy of which is available on request from the Distributor and on the Online Portal.

16. CUSTOMER SERVICES

• 16.1 The Introduced Client can contact Customer Services if it has any queries about the Services though sending email to support@banxe.com or letter to Mocatta House, Trafalgar Place, Brighton BN1 4DU.
  Information may be requested from the Introduced Client, including but not limited to, its Authorised Users or Transaction information so that it can verify the identity of an Authorised User and/or the Services provided to such Introduced Client.

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

• 16.3 As part of the Distributor commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Distributor’s high-quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.

17. TERM, SUSPENSION AND TERMINATION

• 17.1 This Agreement shall commence on the date the Introduced Client receives confirmation from the Service Providers or the Distributor (where applicable) of its successful application for Services and shall continue until terminated by the Introduced Client, the Distributor (if acting on behalf of the Introduced Client) or the Service Provider.

• 17.2 The Introduced Client or the Distributor (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.

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

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

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

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

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

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

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

• 17.6 On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with these Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse the Service Providers or the Distributor such amount equal to the negative balance.

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

18. INTELLECTUAL PROPERTY

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

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

19. FORCE MAJEURE

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

20. ASSIGNMENT TRANSFER AND SUBCONTRACTING

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

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

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

21. OUR LIABILITY

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

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

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

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

• 21.1.4 In all other circumstances of our default, our liability and that of our agents and distributors jointly will be limited to transferring any Available Balance to your nominated bank account.

• 21.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us, our agents, with all assistance that we reasonably require.

• 21.3 Nothing in these T&C, shall exclude or limit our liability or that of our agents for death or personal injury resulting from our negligence or fraud.

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

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

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

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

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

• 21.9 The above exclusions and limitations set out in the above clauses 20.1-20.8 shall apply to any liability of our affiliates and other suppliers, contractors or agents and any of their respective affiliates (if any), to you, which may arise in connection with these T&C,.

22. REPORTS

• 22.1 The Distributor may make available certain management or other reporting or business administration functionality via the Online Portal.

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

23. DATA PRIVACY

• 23.1 The Distributor will collect and retain personal information about the Introduced Client and each Authorised User to enable the Distributor to deliver the Services, the services linked to it and deal with any enquiries that the Introduced Client may have about it. You must update any changes to your Information by contacting Customer Services. The Distributor is the data controller of the personal information gathered by the Distributor for such purpose. If the Distributor uses a third party to provide a part of the Service provider’s Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. The Distributor will, at such a third-party provider’s direction, process personal data on its behalf, for example, to enable the Distributor to provide Customer Services to the Introduced Client.

• 23.2 The Distributor processes personal information in accordance with the Data Protection Laws.

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

• 23.4 Further information about how the Distributor uses personal information can be found in Privacy Policy; please contact Customer Services for a copy of this.

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

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

 

24. VARIATION

• 24.1 We may amend or modify this T&C by giving no less than two (1) month  notice to the Introduced Client unless the Distributor is required to make such a change sooner by law. All proposed changes will be posted on the Online Portal and communicated to the Introduced Client by such other means that the Distributor agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Services via the Distributor, all notifications will be communicated via the Distributor.

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

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

25. GENERAL

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

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

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

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

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

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

• 25.7 The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or the Service Providers become insolvent, funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.

26. CONTACTS

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

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

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

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

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

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

27. RISK DISCLOSURE  

• 27.1. You hereby confirm Your understanding that the nature of the Services and other services you intend to use through the Platform may be risky. You understand and accept the risks related to financial and digital instruments.  

• 27.2. The risks related to each type of the Services are provided in the relevant T&C. 

• 27.3. You acknowledge and agree that the Company may itself be the participant of the Services provided on the Platform. The Company is obliged to manage any conflict of interest arising out of it.

28. NO INVESTMENT AND OTHER ADVICE 

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

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

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

29. PROHIBITED JURISDICTIONS

29.1. We do not provide Services to residents or nationals of countries subject to financial sanctions imposed by the United Nations, the United Kingdom and according to FATF recommendations.

29.2. We may restrict or prohibit the use of the Services from, and by residents or nationals of, the following jurisdictions (the “Prohibited Jurisdictions”):

Afghanistan

Antarctica

Bouvet Island

French Southern and Antarctic Lands

 

Heard Island and McDonald Islands

Iran

 

Myanmar

Netherlands Antilles

 

North Korea

Russia

 

South Georgia and South Sandwich Islands

Syria