Terms and Conditions

XBase Unified Terms and Conditions

Effective Date: 01May 2025

This Master Agreement governs the relationship between XBase Group, its affiliates, subsidiaries, and licensed partners, as listed in Annex L (XBase Group – Entities and Licensed Partners) to this Agreement ("XBase", "we", "our", or "us") and each client, merchant, trader, platform user, or integration partner ("Client", "you", or "your") that accesses or uses any product, service, or interface offered by XBase. These Terms and Conditions ("Agreement") are intended to provide comprehensive governance over all operational, commercial, compliance, and technical aspects of XBase’s global service offering.

The document is structured in the following three parts:

Part A – General Terms: Legal provisions applicable to all XBase Clients and Services.
Part B – Service-Specific Schedules: Product-specific legal modules covering Banking, OTC, POS, Checkout, FX, White Label, and APIs.
Part C – Annexes: Operational, technical, pricing, risk, and compliance policies incorporated by reference.

Clients are expected to read this Agreement carefully and ensure full understanding of their obligations and entitlements. This document may be supplemented or modified by specific Service Orders, Platform Contracts, or Partnership Frameworks executed by the parties, and shall govern all aspects of the Client relationship unless expressly superseded by a negotiated instrument.

Certain Services described in this Agreement may not yet be available to any or all Clients. The inclusion of such Services reflects XBase’s intended service roadmap and shall not constitute an offer or representation that such Services are currently operational or available to the Client.

Table of Contents

Part A – General Terms

Interpretation and Definitions
Agreement Formation and Applicability
Eligibility and Client Onboarding
Client Representations and Warranties
Fees and Billing
Platform Use and Security
Confidentiality
Data Protection and Privacy
Intellectual Property and Licenses
Compliance with Laws
Risk Disclosures and Limitations
Third-Party Providers and Affiliates
Suspension, Termination, and Closure
Dispute Resolution and Governing Law
Notices, Language, and Communications
Force Majeure
Entire Agreement and Variations
Regulatory Disclosures and Third-Party Notices
Miscellaneous Provisions

Part B – Service-Specific Schedules

Schedule 1 – Banking and Payment Services
Schedule 2 - Equals Money Terms and Conditions

Part C – Annexes

Annex A – Fee Schedule
Annex B – FX Margin Policy
Annex C – Privacy Notice
Annex D – Complaints Handling Policy
Annex E – Acceptable Use and Prohibited Activities Policy
Annex F – Service Level Commitments (SLCs)
Annex G – Safeguarding Policy Summary
Annex H – Regulatory Risk Statement
Annex I – Client Communication and Support Matrix
Annex J – Jurisdiction-Specific Terms
Annex K – Definitions
Annex L – XBase Group – Entities and Licensed Partners

1. Interpretation and Definitions

1.1 Interpretation Rules Unless the context otherwise requires:

Headings are for reference only and do not affect interpretation;
The singular includes the plural and vice versa;
A reference to a document includes any amendments, supplements, or replacements thereto;
“Including” or “such as” shall be interpreted as “including without limitation.”

1.2 Defined Terms. Capitalized terms used throughout this Agreement shall have the meanings set out in Annex K – Definitions, unless expressly stated otherwise in a specific Schedule or Annex.

2. Agreement Formation and Applicability

2.1 Binding Nature of Agreement. This Agreement constitutes a binding legal contract between XBase and the Client. By accepting this Agreement, executing a Service Order, or accessing any part of the Services, the Client acknowledges that it has read, understood, and agreed to be bound by these Terms. In the event the Client accesses multiple services (e.g., Banking, POS, FX, and OTC), the entire Agreement and all applicable Schedules and Annexes shall govern the relationship.

2.2 Electronic Acceptance. The Client may accept this Agreement by:

Clicking to accept or agree through an online registration form or platform interface;
Executing a Service Order that references these Terms;
Continuing to use the Services after being notified of updates to the Terms. No handwritten signature is required unless expressly agreed or required by law.

2.3 Hierarchical Precedence. In the event of conflict or inconsistency:

The terms of a Service Order or signed Master Services Agreement (MSA) shall prevail over this Agreement;
The body of this Agreement (Part A) shall prevail over Schedules (Part B), unless a Schedule explicitly states otherwise;
The Schedules (Part B) shall prevail over the Annexes (Part C) in case of conflict related to service-specific procedures or limitations.

2.4 Incorporation of Schedules and Annexes. All Schedules and Annexes referenced in this Agreement form an integral part of the Agreement. Use of a specific Service constitutes agreement to the relevant Schedule and its provisions. Where a Client subscribes to or activates a new Service, the relevant Schedule shall automatically apply.

2.5 No Exclusivity or Minimum Commitment. Unless expressly stated otherwise in a Service Order/ Order Form or MSA, the Agreement does not grant the Client exclusivity or impose minimum usage commitments. XBase may offer Services to other clients, including those in similar sectors or jurisdictions.

2.6 Client Category and Access Rights. XBase may categorize Clients into service tiers (e.g., Standard, Business, Enterprise) based on volume, integration, or risk classification. Access to certain Services, features, or support channels may depend on the Client’s tier, jurisdiction, or onboarding status.

2.7 Amendments and Future Versions. XBase may amend this Agreement at any time. Changes will take effect 30 days after publication or notification unless a shorter notice period is required by law or for urgent regulatory compliance. Continued use of the Services after the effective date of changes constitutes acceptance.

2.8 Language and Translation. This Agreement is written and interpreted in English. If translated versions are provided for convenience, the English version shall prevail in the event of any inconsistency.

2.9 Governing Scope. This Agreement governs all aspects of the Client’s use of XBase’s Services, whether provided directly by XBase or through third-party integrations, affiliates, or white-label structures, unless a separate agreement states otherwise in writing.

3. Eligibility and Client Onboarding

3.1 Eligibility Criteria. To access XBase Services, the Client must meet the following eligibility requirements:

Be a legally incorporated entity, partnership, trust, or other recognized business form, with a valid legal presence and up-to-date corporate records;
Have full legal capacity to enter into and perform its obligations under this Agreement in accordance with the laws of the jurisdiction in which it is established and operates;
Be engaged in lawful, ethical, and transparent business activities, subject to evaluation under XBase’s internal risk classification and activity matrix, including reputational risk review;
Not be subject to any sanctions, restrictions, or prohibitions issued by OFAC (U.S.), the EU, the UK (OFSI), the United Nations Security Council, or any other competent national or supranational authority;
Not be located in, established under, or maintaining business operations within any high-risk or non-cooperative jurisdiction identified by FATF, the European Commission, or XBase’s internal blacklist (refer to Annex E);
Not have been previously terminated or suspended by XBase or any of its affiliates for breach, compliance violations, or misconduct.

3.2 Onboarding Procedure. All Clients must undergo and complete XBase’s onboarding process before any access credentials, account provisioning, or service activations are permitted. The onboarding procedure includes, but is not limited to:

Completion and signing of a full Client Application Form, including commercial declarations, corporate history, and beneficial ownership chart;
Submission of required legal documents including Certificate of Incorporation, Articles of Association, recent Certificate of Good Standing, and official company registry extract;
Provision of certified copies of identity documents and address verification for directors, shareholders (above threshold), and authorized signatories;
Description and supporting documentation regarding the Client’s business model, anticipated use of services, transaction flows, average and peak monthly volumes, primary and secondary counterparties, and operational footprint;
Explicit acceptance of service-specific schedules, confirmation of technical integration (if applicable), and acknowledgment of XBase’s Acceptable Use Policy and any applicable local requirements (e.g., VAT registration, PCI-DSS declarations for merchants).

3.3 Risk-Based Assessment. XBase applies a structured, multi-layered due diligence approach under which each Client is categorized and onboarded using a risk scoring methodology. This approach takes into account:

Legal form, jurisdiction of registration, and tax transparency rating;
Nature, complexity, and regulatory classification of business activities (including whether regulated by any competent authority);
Volume, frequency, and diversity of services requested (e.g., FX conversion, SWIFT outbound, POS merchant settlements);
Sector-specific risk (e.g., gambling, cryptocurrency, remittance) and vulnerability to fraud, sanctions, or PEP exposure;
Historical, adverse media records, and connection to offshore or bearer share structures.

3.4 Enhanced Due Diligence (EDD). For Clients that are determined to present heightened regulatory, reputational, or operational risk, XBase will apply an Enhanced Due Diligence (EDD) layer, which may involve:

Additional verification via third-party compliance tools and screening databases (e.g., World-Check, LexisNexis);
Collection of audited financial statements, tax clearance certificates, and evidence of local business activity or economic substance;
Recorded or written interviews with C-level management or controlling shareholders to clarify business practices and policies;
Collection and verification of transactional or counterparty-level data from previous banking or payment providers;
Obtaining references or verification from regulators, auditors, legal counsel, or other qualified professionals.

3.5 Ongoing Monitoring and KYC Refresh. XBase continuously monitors Client activity throughout the business relationship. Clients shall:

Cooperate with regular KYC refresh cycles, including full document re-verification on a periodic basis (typically every 12 months or in response to a triggering event);
Promptly report material changes in ownership, control, line of business, or geographic presence;
Provide explanatory documents, transaction contracts, invoices, and other materials for transactions flagged as inconsistent, high value, or unusual;
Undergo reassessment following regulatory changes, internal policy updates, or exposure to new risk indicators.

3.6 Right to Decline or Terminate. XBase reserves the absolute right to:

Decline any onboarding application at its sole discretion without the obligation to provide a rationale or justification, except where required by law;
Interrupt onboarding at any stage for cause, including where red flags arise, risk scores are exceeded, or suspicious behavior is detected;
Reassess and suspend existing accounts where Clients become ineligible or refuse to cooperate with periodic compliance audits;
Terminate all services and freeze accounts in accordance with Clause 13 (Suspension, Termination and Closure) of this Agreement.

3.7 Delegated or Partner Onboarding. In cases where XBase permits a third party (e.g., white-label provider, fintech platform, acquiring partner) to assist in onboarding, the Client acknowledges that:

All Client records and documentation will be subject to review and approval by XBase’s Compliance team;
The third party acts as a data collector or facilitator and does not bind XBase to approval unless expressly authorized;
XBase retains full discretion to modify, reject, delay, or escalate the onboarding irrespective of third-party representations;
Additional documentation or declarations may be requested to satisfy internal onboarding thresholds.

4. Client Representations and Warranties

4.1 General Representations. Upon entering into this Agreement and each time the Client accesses or uses any XBase Service, the Client makes the following representations and warranties:

It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or registration, and has not been the subject of any insolvency or dissolution proceedings;
It has full power, authority, and capacity to enter into this Agreement, perform its obligations, and carry out the transactions contemplated herein, and such execution has been authorized in accordance with its internal governance procedures;
The execution, delivery, and performance of this Agreement has been duly authorized and will not conflict with or result in a breach of any provision of its charter documents, any agreement, contract, or applicable law to which it is bound;
All information, documentation, and declarations submitted to XBase (including during onboarding, KYC refreshes, compliance investigations, or incident responses) are true, accurate, complete, and not misleading in any material respect;
The Client is not, and has not been, subject to any sanctions, regulatory investigations, financial crime allegations, or material litigation that would impair its eligibility or reputation for accessing the Services;
The Client maintains and will continue to maintain adequate internal systems of control, corporate compliance functions, financial recordkeeping, and decision-making protocols to ensure secure, lawful, auditable, and transparent use of the Services.

4.2 Ongoing Warranties. The Client undertakes and warrants that it shall, throughout the duration of its relationship with XBase:

Use the Services exclusively for legitimate business purposes and shall not resell, assign, sublicense, or provide access to third parties without express prior written consent from XBase;
Immediately notify XBase in writing of any material change in ownership structure, legal entity name, control, regulatory classification, or scope of operations;
Take all commercially reasonable steps to ensure that its Users and representatives with access to the Services are properly trained on the terms of this Agreement and applicable law, and that such Users do not misuse the Services or violate platform policies;
Maintain an information security program that includes appropriate physical, technical, and administrative safeguards to protect against unauthorized access, misuse, disclosure, or destruction of systems and data;
Comply with all applicable financial services laws, consumer protection rules, AML/CTF requirements, sanctions regimes, export controls, and data protection frameworks (including the GDPR and any applicable cross-border transfer mechanisms).

4.3 Tax and Regulatory Compliance. The Client acknowledges and warrants that:

It is fully responsible for identifying and fulfilling all tax obligations, including VAT, sales tax, withholding tax, and transaction reporting requirements arising from the use of the Services;
XBase shall not be liable for any failure by the Client to correctly calculate, remit, or declare taxes, and will not act as a tax advisor unless expressly engaged in that capacity by a separate agreement;
If the Client is subject to sector-specific licensing or registration requirements (e.g., for providing financial services, digital assets trading, remittance, or payment intermediation), it has obtained and shall maintain such authorizations at all times, and will disclose the same to XBase on request;
The Client shall indemnify XBase from any liabilities or losses resulting from failure to comply with its regulatory responsibilities, including fines, penalties, back taxes, and legal expenses.

4.4 Transaction Representations. Each time the Client submits a Payment Instruction, executes a trade, or initiates a transaction using the Services, the Client represents and warrants that:

It has all requisite rights, authorizations, and internal approvals necessary to initiate the transaction and designate beneficiaries, payment amounts, and currencies involved;
The transaction is not intended to facilitate, conceal, or support fraudulent activity, money laundering, tax evasion, market manipulation, or other financial crime;
The transaction is fully compliant with all relevant legal frameworks, regulatory guidelines, and the Acceptable Use Policy, and does not breach the rights of any third party or introduce reputational or compliance risk to XBase.

4.5 Indemnity for Misrepresentation. The Client agrees to defend, indemnify, and hold harmless XBase, its officers, directors, employees, affiliates, licensors, vendors, and agents from and against any liability, loss, damage, penalty, fine, cost, expense (including reasonable legal fees), or third-party claim arising out of or in connection with:

Any breach of the representations, warranties, or undertakings set out in this Section;
Any reliance by XBase on false, incomplete, outdated, or misleading information provided by or on behalf of the Client;
Any investigation, enforcement action, or third-party complaint triggered by the Client’s failure to comply with applicable law, provide necessary disclosures, or uphold its obligations under this Agreement.

5. Fees and Billing

5.1 General Pricing Structure. All Services provided by XBase are subject to fees as outlined in the applicable Service Order, Subscription Plan, or the published Fee Schedule (Annex A). Fees may include but are not limited to:

One-time account or platform setup fees;
Monthly or annual subscription and maintenance charges;
Per-transaction processing fees (e.g., incoming/outgoing payments, FX, OTC trades);
Platform usage charges (e.g., API requests, dashboard access, feature modules);
Investigation, amendment, or refund service fees;
Penalties for non-compliance, breach of thresholds, or manual intervention requests;
Custom integration charges and service migration costs;
Regulatory pass-through costs incurred as a result of enhanced compliance or reporting obligations specific to the Client’s operations or jurisdiction.

5.2 Invoicing and Payment Terms. Unless otherwise stated in a Service Order:

Fees for recurring services (e.g., subscriptions) are invoiced monthly in arrears or annually in advance, based on usage and contracted entitlements;
Transactional and variable fees are invoiced on a rolling basis or deducted automatically from the Client's XBase account balance in real-time or at batch settlement intervals;
Invoices are due within seven (7) calendar days of issuance unless agreed otherwise in writing, and must be paid in full without set-off or counterclaim;
Fees are invoiced in the base currency of the account (e.g., EUR, USD, or GBP), or as specified per service line. Multicurrency billing is available only by separate agreement.

5.3 Currency, Exchange Rates, and FX Fees. Where fees or charges are applied in a currency other than the Client’s default settlement currency:

Currency conversions will be performed by XBase or its partners at the prevailing mid-market rate plus a pre-agreed spread in accordance with Annex B (FX Margin Policy);
The applicable exchange rate will be displayed in the client portal or invoice, and Clients may access historical rates and audit trails through their reporting dashboard;
The Client shall bear any associated risks of currency fluctuations between the invoice date and the actual date of settlement, unless otherwise covered by a separate FX hedging arrangement.

5.4 Taxes and Withholding

All fees are exclusive of applicable taxes, including VAT, GST, sales taxes, duties, and withholding taxes, unless expressly stated otherwise. XBase may apply local taxes in accordance with Client billing location and legal classification;
If any withholding or deduction is required by Applicable Law, the Client shall gross-up the payment such that XBase receives the full amount it would have received absent the deduction;
The Client is responsible for determining, collecting, reporting, and remitting all taxes applicable to its business transactions and financial flows through the Services.

5.5 Fee Changes and Notification

XBase may revise its Fee Schedule with at least thirty (30) days’ written notice via the platform, client portal, or email, accompanied by a summary of the material changes;
Urgent changes mandated by regulation, third-party partners, or risk management policies may be implemented with shorter notice, subject to proportionality and fairness;
Continued use of the Services after the effective date of any fee adjustment shall constitute deemed acceptance by the Client. The Client may terminate affected Services within ten (10) business days of notification without penalty if materially adversely impacted.

5.6 Disputed Charges

If the Client wishes to dispute an invoice or deduction, it must do so in writing within fifteen (15) calendar days of the billing date and must include supporting documentation and a detailed explanation;
Undisputed portions of an invoice must be paid on time and may not be withheld during dispute resolution;
XBase will investigate all bona fide disputes in good faith and respond with a determination or revised invoice within twenty (20) business days. Dispute resolution timelines may be extended with notice.

5.7 Late Payment Consequences

Overdue balances may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, calculated daily and compounded monthly;
Failure to pay on time may result in temporary service suspension, initiation of a service downgrade protocol, the disabling of API access, or the rejection of new Payment Instructions;
XBase may appoint a third-party collections agency or pursue legal remedies in the relevant jurisdiction. The Client shall be liable for all reasonable collection costs, including legal fees, court fees, and administrative expenses.

5.8 Deposit Requirements and Prepaid Balances

For certain Services or risk-rated Clients, XBase may require the Client to maintain a prepaid account balance, reserve fund, or collateral deposit against which fees and charges will be deducted automatically;
Clients may be required to replenish such balances within a specified timeframe following notification. Failure to top up the account balance may result in immediate service interruption, declined transaction requests, or account freeze.

5.9 Custom Pricing and Volume Discounts

Enterprise Clients or Clients operating under long-term commercial agreements, minimum volume commitments, or exclusive service usage mandates may be eligible for negotiated custom pricing tiers, rebates, or milestone-based commercial incentives;
Any such pricing structures must be agreed in writing in an executed Service Order, Addendum, or side letter, and are subject to annual review, audit rights by XBase, and revocation for breach or non-performance.

6. Platform Use and Security

6.1 Access Credentials and Authentication

XBase shall provide the Client with secure access credentials to its platform(s), including user logins, passwords, API keys, or multi-factor authentication (MFA) tokens as applicable. Credentials may be provided per user, per integration, or per service scope.
The Client shall maintain the confidentiality of all access credentials and ensure that such credentials are not shared, exposed, reused, or embedded in insecure environments (e.g., client-side code, public repositories).
The Client is solely responsible for all activity conducted through its account(s), including actions taken by Users, employees, contractors, affiliated agents, and third-party software using Client credentials.
Clients must promptly notify XBase of any unauthorized use, suspected compromise, or loss of credentials, and follow XBase’s incident containment procedures. Affected credentials must be rotated immediately following notification.
XBase may, in its sole discretion, revoke or rotate issued credentials if security concerns arise, including suspected token leakage, elevated threat levels, or violation of authentication best practices.

6.2 User Roles and Permissions

Clients may designate multiple Users with configurable access levels and security scopes, including (but not limited to) Administrators, Viewers, Finance/Operations, or API-Only roles. Role-based access control (RBAC) ensures that sensitive operations (e.g., payment approvals, credential creation) are segregated by function.
Administrator-level Users are responsible for configuring internal approval workflows, dual-control mechanisms (e.g., maker-checker protocols), role hierarchies, and audit log review policies.
The Client agrees to regularly review, audit, and update user permissions to ensure alignment with current organizational responsibilities and to immediately revoke access for any departed or deauthorized individuals.
Administrator Users may be required to re-verify their identity through a multi-factor or out-of-band challenge in order to approve critical actions or override risk-based controls.

6.3 Platform Availability and Maintenance

XBase shall use commercially reasonable efforts to maintain platform uptime in accordance with Annex F (Service Level Commitments), targeting a monthly availability of 99.9%.
Planned maintenance windows will be announced with reasonable prior notice, typically at least 24 hours, and scheduled during low-traffic or off-peak hours to minimize service disruption.
Emergency maintenance may be performed without prior notice where required to address urgent system integrity, cybersecurity vulnerabilities, regulatory risk, or data availability issues.
XBase may deploy patches, feature updates, new APIs, or interface improvements without requiring Client consent, provided these do not materially degrade functionality, data integrity, or compliance status. Material UI/UX or API versioning changes will be communicated in advance.

6.4 Data Security and Encryption

XBase maintains an enterprise-grade security program consistent with ISO/IEC 27001 standards and other applicable regulatory security frameworks. Measures include encryption of data at rest and in transit, secure credential vaults, access control policies, and incident response simulations.
Client data stored or processed within the XBase platform is logically segregated from other clients’ data. Access is restricted on a need-to-know basis and audited at both the infrastructure and application layers.
All data ingress and egress over public networks is protected with TLS 1.2 or higher. XBase does not support deprecated protocols and reserves the right to disable weak cipher suites without notice.
API integrations must be secured by transport encryption, authenticated using signed tokens or verified keys, and integrated only into secured server environments. Clients must never transmit PII, authentication tokens, or transaction instructions over unencrypted channels.

6.5 API and Third-Party Integrations

Clients integrating with the XBase API are responsible for ensuring adherence to official documentation, versioning compatibility, authentication rules, rate limits, and request formatting protocols.
API credentials are issued per Client or per integration scope and must be stored securely. Usage of client-side browser-based keys is strictly prohibited.
XBase reserves the right to throttle, suspend, or revoke API access for Clients who:

Cause measurable service degradation;
Exceed defined usage thresholds;
Implement insecure or abusive calling patterns;
Fail to patch known vulnerabilities in their connected systems.

The Client is fully responsible for all API activity conducted using their credentials, including unintended or malicious transactions introduced by integrated vendors or subcontractors.

6.6 Audit Trails and Activity Logs

XBase retains comprehensive logs of Client activity on the platform, including login attempts, permission changes, API calls, transaction instructions, user provisioning events, and payment approvals.
Clients may access audit trails through their portal interface or request structured export (e.g., JSON, CSV) for reconciliation, compliance, or internal control purposes.
Log retention periods follow regulatory and operational guidelines and may be extended upon request for enterprise Clients with custom data policies.

6.7 Cybersecurity Events and Breach Notification

In the event of a data breach or cybersecurity event materially affecting Client data or platform usage, XBase will notify affected Clients without undue delay in accordance with applicable data protection laws.
The notification shall include:

Nature and scope of the incident;
Categories of data potentially affected;
Known or suspected causes;
Containment, mitigation, and remediation actions taken;
Client actions required or recommended;
Designated contact point for incident coordination.

XBase shall cooperate with the Client’s own incident response efforts, law enforcement engagements, and regulatory reporting obligations.

6.8 Client Security Obligations

The Client must implement technical and organizational measures appropriate to the sensitivity of data and criticality of services, including:

Endpoint protection, firewalls, intrusion detection systems (IDS), and access controls;
Regular patching and hardening of systems and applications;
Strong password management and token rotation;
Limiting administrator access by principle of least privilege.

The Client agrees not to:

Probe, scan, or test the vulnerability of the XBase systems or networks without prior written authorization;
Circumvent platform access controls, session handling mechanisms, or authentication flows;
Introduce malware, ransomware, backdoors, denial-of-service traffic, or unauthorized network sniffers;
Use scraping, mining, or automation tools in a manner that exceeds reasonable usage policies.

6.9 Termination of Access

XBase may suspend, limit, or revoke access to all or part of the platform at any time, without prior notice, where:

A security breach or breach attempt has occurred;
Continued access presents a compliance, reputational, or financial risk;
The Client fails to adhere to platform rules, security obligations, or contractual usage terms;
Required by a court order, regulator, or law enforcement agency.

Where feasible, XBase will provide advance notice and an opportunity to remediate the issue prior to suspension.

7. Confidentiality

7.1 Confidential Information Defined. For the purposes of this Agreement, "Confidential Information" means any non-public, proprietary, competitively sensitive, or commercially valuable information, data, documentation, processes, technical knowledge, or material of any nature, disclosed or made accessible in any format (including verbal, written, electronic, magnetic, or digital) by one party (the "Disclosing Party") to the other party (the "Receiving Party") whether before or after the Effective Date, and regardless of whether it is marked or identified as confidential at the time of disclosure, provided that:

It is designated as confidential at the time of disclosure; or
It would reasonably be considered confidential or proprietary in the circumstances of disclosure, having regard to the nature of the information and the industry norms.

This includes but is not limited to:

Client-specific information including but not limited to banking data, KYC files, payment routing instructions, beneficiary information, trade volumes, pricing terms, margin profiles, technical integrations, source code, deployment settings, APIs, credentials, sandbox data, test accounts, and audit logs;
XBase internal and forward-looking documentation such as infrastructure design, risk mitigation strategies, revenue models, unreleased features, investor materials, pricing algorithms, licensing agreements, institutional relationships, dispute histories, and any notes or minutes generated from strategic calls or internal compliance discussions.

7.2 Obligations of Confidentiality. Each party agrees and undertakes that it shall:

Treat all Confidential Information received from the other party as strictly confidential and not disclose it to any third party except as expressly permitted herein;
Employ administrative, technical, and physical safeguards to protect the confidentiality and prevent unauthorized access, disclosure, copying, use, or modification of such information, including through system logging and access governance protocols;
Not use the Confidential Information for any purpose outside the scope of this Agreement, except with the express written permission of the Disclosing Party or as required by applicable law;
Ensure that any person or entity granted access to Confidential Information (e.g., subcontractors, consultants, auditors) is legally bound to protect it on terms no less stringent than those contained in this Agreement and are subject to regular access reviews.

7.3 Exclusions. Confidential Information shall not include information that:

Is or becomes generally available to the public other than through a breach of this Agreement;
Was rightfully known by the Receiving Party prior to its disclosure by the Disclosing Party without an obligation of confidentiality;
Is obtained by the Receiving Party on a non-confidential basis from a third party lawfully entitled to disclose it without restriction;
Is independently developed by the Receiving Party without use of, reference to, or reliance on the Confidential Information of the Disclosing Party, as demonstrable through written records and documentation maintained in the ordinary course of business.

7.4 Required Disclosures. If the Receiving Party becomes legally compelled to disclose Confidential Information by court order, subpoena, government mandate, or applicable law, it shall:

Provide the Disclosing Party with prompt written notice (to the extent permitted by law) to enable the Disclosing Party to seek a protective order, motion to quash, or other appropriate remedy;
Disclose only the minimum amount of Confidential Information required to comply with the legal obligation;
Use reasonable efforts to ensure that disclosed information is treated confidentially by the recipient (e.g., under court seal or confidentiality stipulation).

7.5 Return or Destruction. Upon the termination or expiration of this Agreement or upon written request of the Disclosing Party at any time, the Receiving Party shall:

Return or irreversibly destroy all Confidential Information in its possession or under its control (including data stored on backup systems or in email archives), and certify such destruction in writing;
Ensure the secure deletion of all Confidential Information from hosted environments or internal systems unless preservation is legally required by applicable data retention obligations;
Acknowledge that metadata, derived insights, or anonymized analytics developed in compliance with privacy and data protection rules shall not be considered Confidential Information if dissociated from the original data source.

7.6 Survival and Remedies

The confidentiality obligations of the Receiving Party shall survive termination or expiration of this Agreement for a period of five (5) years, or longer if required under data protection law, supervisory authority guidance, or where the Confidential Information qualifies as a trade secret;
In the event of actual or threatened breach, the Disclosing Party shall be entitled to seek interim or permanent injunctive relief, specific performance, or other equitable remedy before any competent court or arbitral forum without the need to post bond or demonstrate quantifiable monetary loss.

8. Data Protection and Privacy

8.1 General Commitment. XBase is committed to protecting the privacy, security, and integrity of all personal data and sensitive business information entrusted to it by Clients, Users, counterparties, and third-party service providers. XBase operates in compliance with all applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the UK Data Protection Act 2018, the California Consumer Privacy Act (CCPA), and any other national or international privacy laws applicable to the Client based on its jurisdiction, processing activities, or customer base. This commitment extends across all internal operations, system design, business partnerships, and vendor arrangements.

8.2 Roles of the Parties. For the purpose of data protection laws:

XBase generally acts as a Data Processor when processing personal data on behalf of Clients (e.g., payment instructions, end-user onboarding, transaction logs, or integration with the Client’s customer systems);
XBase acts as a Data Controller in relation to personal data that it collects for its own legitimate business purposes, including Client contact information, account credentials, platform usage logs, financial profiles, compliance scoring, and fraud prevention analysis.

Where applicable, a separate Data Processing Addendum (DPA) may be executed between the parties, which shall govern the roles, responsibilities, limitations, security standards, and permitted uses of personal data shared under this Agreement.

8.3 Categories of Personal Data Processed. XBase may process the following categories of personal data on behalf of or in relation to the Client:

Identification data (e.g., name, national ID/passport number, date of birth);
Contact data (e.g., registered address, email address, telephone number);
Business registration and financial data (e.g., VAT/tax IDs, bank account details, transaction references);
Authentication and access data (e.g., login history, device identifiers, IP addresses);
Usage and behavioral data (e.g., session duration, user preferences, browser configurations);
Regulatory and compliance data (e.g., AML/KYC declarations, risk scoring tags, sanction screening results, politically exposed person (PEP) status).

8.4 Purposes and Lawful Bases. XBase collects and processes personal data for a range of lawful purposes, including but not limited to:

Onboarding and verifying the identity of Clients and Users in accordance with legal obligations (e.g., AML, KYC);
Managing Client profiles, roles, credentials, and permissions within the XBase platform;
Executing and reconciling payments, transactions, FX conversions, and treasury operations;
Detecting, preventing, investigating, and mitigating fraud, abuse, regulatory breaches, data leakage, and unauthorized platform access;
Providing system-generated notifications, customer support, alerts, statements, and billing updates;
Conducting audits, transaction monitoring, dispute resolution, and service optimizations;
Supporting product development and usage analysis in aggregated or anonymized form;
Complying with legal obligations or fulfilling the Client’s legitimate interests, and in limited instances, processing on the basis of informed, revocable consent.

8.5 Data Sharing and Transfers. XBase may share or transfer personal data with:

Affiliates and group entities of XBase, where intra-group data flows are necessary for operations, support, or service localization;
Licensed banking and financial infrastructure partners who facilitate account provisioning, settlement, and reconciliation processes;
Regulated payment service providers (PSPs), card schemes, and payout agents involved in the transaction supply chain;
Professional advisers and service vendors (e.g., IT hosting, identity verification, risk scoring, legal counsel, auditors) who are bound by confidentiality and data protection terms;
Law enforcement agencies, regulatory authorities, tax agencies, courts, and dispute resolution bodies when required under Applicable Law.

Transfers of personal data to jurisdictions outside the EEA, UK, or other countries deemed to provide adequate protection shall be governed by Standard Contractual Clauses (SCCs), international data transfer agreements, binding corporate rules, or equivalent legal mechanisms. Clients may request additional documentation concerning such transfers.

8.6 Data Retention. XBase retains personal data in accordance with documented retention policies, regulatory timelines, and industry best practices. Retention durations are designed to:

Enable proper service provisioning and audit trail generation;
Meet the legal obligations of XBase and its regulated partners (e.g., AML rules);
Support investigations, dispute resolution, and claims management;
Satisfy data retention clauses included in applicable Schedules, Annexes, or Service Orders.

Unless otherwise agreed or extended by contract, standard data retention periods for regulated financial information range from five (5) to seven (7) years following the last transaction or termination of the Client relationship.

8.7 Client Responsibilities. The Client agrees to:

Collect, process, and disclose personal data in accordance with applicable data protection and privacy laws;
Implement privacy notices, user disclosures, cookie consent banners (if applicable), and other transparency measures in a manner consistent with their obligations as a Data Controller;
Promptly inform XBase of any privacy inquiries, requests, complaints, or investigations that may impact shared data or XBase systems;
Cooperate with XBase to implement any required consents, consents withdrawals, or objection mechanisms necessary to fulfill the rights of data subjects.

8.8 Data Subject Rights. Subject to Applicable Law, data subjects may have the following rights in relation to their personal data:

Right to access their data and obtain a copy of their records;
Right to request correction or update of inaccurate or outdated data;
Right to erasure of data, subject to retention or compliance exceptions;
Right to restrict or object to processing based on specific legal grounds;
Right to receive their data in a structured, commonly used, and machine-readable format (data portability);
Right to withdraw consent, where consent has been the lawful basis for processing;
Right to file a complaint with the relevant data protection supervisory authority.

Requests to exercise these rights should be submitted to: dpo@xbase.digital. Where appropriate, XBase may refer the request to the Client (where XBase acts solely as Data Processor) or respond directly if acting as Data Controller.

8.9 Security Measures. XBase implements a comprehensive suite of technical and organizational security measures, including:

Encryption of personal data in transit and at rest using industry-standard algorithms;
Role-based access controls, logging, and real-time system monitoring;
Physical security controls at data center locations and device-level access management for staff;
Business continuity and disaster recovery procedures tested at scheduled intervals;
Internal employee privacy training, confidentiality policies, and background screening protocols;
Ongoing penetration testing, vulnerability assessments, and risk register updates.

8.10 Breach Notification. In the event of a data breach or any confirmed or suspected unauthorized access to personal data that materially impacts the Client or its Users:

XBase shall notify the Client promptly, and in any case within the timeframes required under Applicable Law;
The notification shall include the nature of the breach, categories of data affected, potential consequences, remedial actions taken, and contact details for follow-up communication;
XBase shall provide reasonable assistance to enable the Client to meet any applicable regulatory reporting or data subject notification obligations.

9. Intellectual Property and Licenses

9.1 Ownership of Intellectual Property. All intellectual property rights, including copyrights, trademarks, trade names, service marks, patents, trade secrets, designs, software, algorithms, databases, documentation, user interfaces, layouts, workflows, and technical architecture (collectively, “Intellectual Property”) associated with the XBase platform, Services, and supporting infrastructure shall remain the sole and exclusive property of XBase or its licensors. This includes all updates, customizations, enhancements, adaptations, derivative works, and modifications made thereto, whether developed independently or in collaboration with the Client.

Except as expressly granted in this Agreement or an executed Service Order, no license or rights are transferred to the Client under this Agreement, whether by implication, estoppel, or otherwise. All rights not expressly granted to the Client are reserved by XBase. The Client shall not contest or challenge the ownership of XBase Intellectual Property, nor assist any third party in doing so.

9.2 Client Content and Data. The Client retains ownership of any proprietary data, content, or documentation that it uploads, transmits, or otherwise provides to XBase (“Client Content”). The Client hereby grants XBase a non-exclusive, worldwide, royalty-free, perpetual license to host, store, copy, display, process, and use such Client Content solely for the purposes of providing the Services, fulfilling regulatory obligations, conducting internal analytics, and maintaining platform operability.

XBase may use aggregated or anonymized data derived from the use of the Services for internal analysis, benchmarking, product improvement, regulatory reporting, or market insights, provided such data cannot be used to identify the Client or any individual. Aggregated data may be shared with partners or the public in summary statistical form that excludes personal or sensitive information.

9.3 License to Use Services. Subject to payment of applicable fees and continuous compliance with this Agreement, XBase grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and platform technology, solely for its internal business purposes and in accordance with the relevant Schedules and Annexes, during the term of this Agreement.

This license includes:

Access to the XBase client portal, dashboards, reporting tools, and APIs;
Integration with the Client’s ERP, compliance, payment, or finance systems;
Export of platform-generated statements, audit logs, and compliance documentation;
Deployment of sandbox/test environments for development and pre-production validation;
Limited use of developer tools and support documentation.

This license does not include:

Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code;
Use of the Services for resale, service bureau, hosting, outsourcing, or white labeling purposes (unless agreed separately);
Access to non-public or administrative areas of the platform without authorization;
Use of the Services in violation of laws or in support of prohibited activities outlined in Annex E.

9.4 Use of XBase Branding and Marks. The Client may not use XBase’s name, logo, trademarks, service marks, or other brand identifiers (collectively, the “Marks”) for promotional purposes, investor communications, public references, or inclusion in client lists or case studies without prior written approval from XBase. Such approval may be revoked at any time at XBase’s discretion.

Approved uses must conform to XBase’s then-current brand and communications guidelines, and must not misrepresent the nature of the relationship or create a false impression of endorsement, partnership, or sponsorship. Misuse of Marks may result in immediate termination of this Agreement and legal enforcement.

XBase may reference the Client’s name, logo, and business sector in marketing or pitch materials unless the Client objects in writing or a confidentiality agreement prohibits such use. XBase shall cease such references promptly upon receiving a written objection from the Client.

9.5 Third-Party Software and Integrations. The Services may include software or libraries licensed by third parties under open-source or commercial agreements (“Third-Party Software”). Such components are subject to separate licensing terms, and the Client agrees to comply with all applicable license terms when using such components. Notices and links to third-party licenses shall be made available upon request.

XBase disclaims all warranties, liabilities, or obligations with respect to third-party applications, platforms, or APIs integrated by the Client at its own discretion. It is the Client’s sole responsibility to maintain any external licenses, accounts, or consents required to enable third-party integrations.

9.6 Infringement and Misuse. The Client shall not, and shall ensure its Users and agents do not:

Copy, adapt, modify, translate, publish, or create derivative works based on the Services or any part thereof;
Attempt to discover the underlying structure, design, or source code of the platform or perform any form of unauthorized security testing;
Use the Services in violation of export control laws, intellectual property laws, or proprietary use restrictions;
Introduce harmful code, bots, crawlers, or unauthorized interfaces to interact with or manipulate the Services;
Share, lend, rent, or sublicense access credentials, tokens, or other entitlement mechanisms.

9.7 Feedback and Suggestions. The Client may voluntarily provide suggestions, enhancement requests, comments, or other feedback (“Feedback”) related to the functionality, performance, or features of the Services. XBase shall be entitled to use, implement, commercialize, disclose, or otherwise exploit such Feedback without restriction or obligation to the Client.

The Client agrees that any intellectual property rights arising out of or related to the Feedback shall vest exclusively in XBase, and hereby assigns such rights as may exist to XBase, to the maximum extent permitted by law.

9.8 Survival. The provisions of this Section 9 shall survive any termination or expiration of this Agreement and continue to apply for so long as XBase retains any proprietary interest in the Services, or for as long as any Client Content remains in XBase’s possession as permitted under this Agreement.

This includes:

Retention of archival or compliance logs;
Enforcement of proprietary rights and brand restrictions;
Rights related to the continued use of anonymized data or Feedback;
Outstanding obligations with respect to Third-Party Licenses.

10. Compliance with Laws

10.1 General Legal Compliance. The Client shall comply at all times with all applicable local, national, regional, and international laws, regulations, directives, and government-imposed requirements relating to its use of the Services. This includes, without limitation, laws related to financial services, money transmission, investment advisory, securities, payment processing, electronic money, anti-money laundering (AML), combating the financing of terrorism (CFT), data protection, cybersecurity, tax reporting, export controls, consumer protection, and any industry-specific rules applicable to the Client’s operations. The Client is solely responsible for obtaining legal advice to assess the impact of such laws on its own business.

10.2 Regulatory Licensing and Authorizations. If the Client engages in activities that are subject to licensing or registration (e.g., as a payment service provider, electronic money issuer, cryptoasset firm, investment manager, remittance operator, or trust company), it shall:

Obtain and maintain all required registrations, licenses, exemptions, or regulatory clearances from relevant financial authorities, and maintain those in good standing;
Provide XBase, upon request, with official documentation evidencing current authorizations and status of compliance with applicable rules;
Inform XBase promptly in the event of suspension, revocation, modification, or the imposition of conditions on any such license or registration;
Promptly disclose any communication from regulators that may affect the Client’s eligibility to use the Services, including inquiries, enforcement actions, or notices of breach.

10.3 Anti-Money Laundering and Financial Crime Prevention. The Client must maintain internal policies and controls reasonably designed to:

Prevent the misuse of its systems and services for money laundering, terrorism financing, corruption, sanctions evasion, or predicate financial crimes;
Ensure that its end users and counterparties undergo appropriate Know Your Customer (KYC), Enhanced Due Diligence (EDD), and sanctions screening;
Retain transaction records and risk assessments for regulatory inspection in accordance with national AML legislation;
Cooperate with XBase by responding to information requests related to source of funds, transactional behavior, unusual activity, or identification documentation;
File suspicious activity reports (SARs) where legally required, and refrain from tipping off subjects of an ongoing investigation.

10.4 Sanctions and Export Control Compliance. The Client represents and warrants that:

It is not owned or controlled by, nor acting on behalf of, any individual or entity subject to restrictive measures imposed by the U.S. Treasury Department (OFAC), the European Union, the UK’s Office of Financial Sanctions Implementation (OFSI), the United Nations, or other national or international sanctioning bodies;
It shall not use the Services to transact with, on behalf of, or for the benefit of individuals or organizations located in, operating from, or incorporated in comprehensively sanctioned territories unless explicitly authorized by law and pre-approved in writing by XBase;
It shall implement appropriate screening mechanisms against applicable watchlists to ensure sanctions compliance in real-time and on an ongoing basis;
It shall not use, export, or re-export the Services or any underlying technology in violation of applicable export controls, embargoes, or trade restrictions, including the U.S. Export Administration Regulations and EU Dual Use Regulations.

10.5 Consumer Protection and Transparency. If the Client offers products or services to consumers through XBase infrastructure, the Client agrees to:

Publish and maintain a clear and legally compliant customer-facing privacy notice and terms of service outlining data use, customer rights, and refund or redress policies;
Avoid deceptive, misleading, or aggressive marketing practices and ensure all advertising is fair, accurate, and not in breach of advertising codes or financial promotions rules;
Operate a support infrastructure (e.g., customer service team, escalation paths) consistent with jurisdictional norms and sector expectations;
Monitor and investigate complaints, promptly address them in good faith, and maintain internal logs of such complaints and their resolution for audit purposes.

10.6 Fair Competition and Ethics. The Client commits to high ethical and professional standards in its use of the Services and in its business dealings. Specifically, it shall:

Comply with antitrust, competition, and consumer protection laws, and not engage in collusion, price-fixing, market allocation, or other anti-competitive behavior;
Refrain from infringing intellectual property rights, including using or distributing counterfeit, unlicensed, or pirated content or software;
Avoid exploiting any bugs, backdoors, or technical loopholes in the XBase platform to obtain an unfair commercial advantage or bypass controls;
Operate in accordance with good governance practices, corporate social responsibility standards, anti-bribery legislation (e.g., UK Bribery Act, U.S. FCPA), and whistleblower protection frameworks.

10.7 Audit Rights and Certification

XBase, its affiliates, or its designated independent auditors may, upon reasonable prior written notice, audit the Client’s operations, records, technology systems, user access logs, AML/CFT controls, or compliance procedures where necessary to verify conformity with this Agreement and applicable laws;
The Client shall provide unrestricted access to relevant personnel, records, and infrastructure, and shall not unreasonably withhold consent to an on-site inspection or digital audit;
At XBase’s request, the Client shall provide signed annual certifications of regulatory compliance, license validity, and legal standing, prepared by a senior officer or independent counsel.

10.8 Enforcement and Termination

A violation of this Section 10 constitutes a material breach, and may result in immediate account suspension, freeze of transactions, service deactivation, or termination without further notice;
XBase may report any suspected criminal, civil, or regulatory infraction arising from the Client’s use of the Services to the relevant law enforcement or regulatory agency and shall not be liable for doing so in good faith;
The Client shall indemnify, defend, and hold harmless XBase and its affiliates, employees, officers, and partners from any fines, penalties, regulatory actions, or other liabilities arising from the Client’s failure to comply with applicable legal and regulatory requirements.

11. Risk Disclosures and Limitations

11.1 General Risk Awareness. By using the Services, the Client acknowledges that certain financial, regulatory, operational, reputational, and technological risks are inherent in the delivery and use of financial infrastructure, cloud-based platforms, API-driven environments, and integrated systems. XBase makes commercially reasonable efforts to mitigate such risks through robust technical controls, redundant systems, insurance where available, and internal compliance procedures, but cannot eliminate all exposure. These risks are dynamic and may evolve over time based on factors beyond XBase’s control.

The Client accepts and assumes all such risks arising from:

Use of third-party infrastructure (e.g., banking partners, payment service providers, card schemes, settlement systems, telecommunications providers);
Delays, interruptions, or errors caused by internet connectivity, routing failures, power outages, software conflicts, DNS errors, or distributed denial-of-service (DDoS) attacks;
Regulatory, legal, political, or policy changes that may restrict, prohibit, delay, or impair access to the Services in whole or in part;
Foreign exchange volatility, limited currency availability, asset illiquidity, restricted market hours, or clearing delays in multi-jurisdictional transactions;
Errors, bugs, vulnerabilities, or compatibility issues in platform software, third-party libraries, API integrations, or backend infrastructure;
Cybersecurity events such as credential compromise, ransomware, phishing, insider threats, and exploits targeting the Client’s users or systems.

11.2 No Investment, Legal, or Tax Advice. Unless expressly agreed in writing in a separate advisory agreement, XBase does not provide legal, tax, accounting, investment, financial planning, fiduciary, or regulatory classification advice. The Services are provided on a non-advisory, execution-only, and “as-is” basis for enterprise use by institutions with adequate internal governance.

Clients are solely responsible for:

Assessing the suitability and implications of the Services within their legal, commercial, and operational frameworks;
Obtaining their own legal, financial, tax, and compliance advice from appropriately licensed professionals;
Ensuring that use of the Services aligns with applicable law, internal policy, and industry obligations.

11.3 Service Interruptions and Emergency Measures. XBase does not guarantee uninterrupted, error-free, latency-free, or always-on access to the Services. The Client acknowledges that the Services may be subject to partial or total interruptions, degradation, or inaccessibility due to:

Scheduled maintenance, feature upgrades, infrastructure migration, or platform versioning;
Failures or disruptions at upstream providers (e.g., banks, payment rails, cloud hosts, data centers);
Unexpected bugs, software defects, or configuration errors;
Emergency response to security threats, system overuse, abuse, or unauthorized activity;
Force majeure events including natural disasters, geopolitical events, civil unrest, terrorism, cyberattacks, and labor disputes.

XBase shall not be liable for any loss, damage, delay, disruption, denial of service, or operational impact caused by such interruptions, provided that XBase acts in good faith to:

Restore platform availability in a commercially reasonable time;
Notify Clients (where possible) about the nature and scope of the disruption;
Cooperate with affected Clients to implement temporary alternatives or mitigations.

11.4 No Fiduciary Relationship. Nothing in this Agreement shall be construed to establish a fiduciary, trustee, agent, principal-agent, employment, franchise, partnership, joint venture, or other special relationship between the parties. XBase operates as a commercial service provider, and its obligations are limited to those expressly set forth in this Agreement and any attached Service Order.

XBase does not:

Monitor or validate the legality or commercial merit of Client transactions;
Assume a duty of loyalty, impartiality, or best-interest representation;
Serve as a depository, escrow agent, custodian, or investment advisor to the Client or its Users.

11.5 Risk of Client Misuse or Misconfiguration. XBase shall not be responsible or liable for any loss, breach, or damage arising out of or in connection with:

Errors introduced by the Client, its Users, contractors, or service providers through manual inputs, file uploads, data formatting, or API configuration;
Financial losses resulting from insufficient internal controls, improper permission settings, lack of transaction review, weak authentication policies, or failure to implement risk-based controls;
Fraudulent, mistaken, or unauthorized use of the Services by personnel with access to platform credentials, tokens, or integration keys;
Incompatibility with third-party systems not officially supported or approved by XBase.

11.6 Regulatory Uncertainty and Jurisdictional Risk. The Client acknowledges and accepts that:

The legal, tax, and regulatory treatment of financial technology services, digital asset interfaces, cross-border payments, embedded finance, and open banking differs significantly between jurisdictions and may be ambiguous, changing, or subject to conflicting interpretations;
Local licensing obligations, data sovereignty rules, or political sanctions may impact the Client’s ability to access, resell, or integrate certain Services;
XBase may, at its sole discretion and without liability, withdraw, suspend, or modify Services in response to new or anticipated regulatory developments or guidance from supervisory authorities, with or without advance notice.

11.7 Risk Mitigation by XBase. XBase maintains a comprehensive enterprise risk management (ERM) and business continuity program that includes:

Regular monitoring and patching of known system vulnerabilities and emerging threats;
Geographic and system-level redundancy across infrastructure components, data centers, and cloud service providers;
Threat detection, incident response, and internal escalation protocols for security events;
Screening and assessment of Clients, counterparties, vendors, and service providers to minimize exposure to financial crime, sanctions, or reputational harm.

Despite these precautions, XBase disclaims liability for any risk that is unforeseeable, unpreventable by commercially reasonable means, or attributable to the negligence, inaction, or policy violations of the Client.

11.8 Client Acknowledgement and Assumption of Risk. By using the Services, the Client confirms and accepts that it:

Understands the nature, structure, and operating principles of the Services, including the limitations, third-party dependencies, and jurisdictional factors that may affect continuity and enforcement;
Has independently assessed the legal, financial, and technical implications of using the Services and has not relied on any representation outside the scope of this Agreement;
Accepts all operational and business risks associated with availability, security, regulatory impact, and data loss or delay, including risks arising from misuse by the Client’s staff, vendors, or Users;
Has implemented sufficient internal risk controls, third-party audit mechanisms, system redundancies, insurance policies, and contingency plans to manage its exposure.

12. Third-Party Providers and Affiliates

12.1 Use of Third-Party Service Providers. XBase may engage third-party service providers, contractors, licensors, payment processors, banking institutions, cloud infrastructure partners, and technical vendors (collectively, “Third-Party Providers”) in the provisioning of its Services. These providers may operate under separate regulatory authorizations and may deliver core platform functionalities, such as transaction processing, data storage, FX conversion, fraud screening, authentication services, email and messaging delivery, or operational analytics.

Third-Party Providers are carefully selected based on their technical capabilities, legal compliance status, and contractual commitments to confidentiality, data integrity, and service continuity. XBase regularly audits, monitors, or assesses these providers to ensure alignment with internal policies and external regulatory requirements.

12.2 Client Acknowledgment. The Client acknowledges and agrees that:

Some features or components of the Services may be directly or indirectly delivered, hosted, or maintained by Third-Party Providers engaged by XBase or its affiliates, and such engagement may involve subcontracted arrangements or cloud-based service layers;
XBase may be contractually or legally required to disclose Client Data, transaction records, compliance files, or onboarding documentation to such Third-Party Providers, where necessary for the provisioning, monitoring, or regulation of Services, provided such disclosures are subject to applicable data protection and confidentiality safeguards;
XBase shall not be liable for service delays, unavailability, misrouting, or errors caused solely by the failure or systemic downtime of Third-Party Provider systems, infrastructure, or personnel, provided XBase takes commercially reasonable efforts to restore core functionality, notify impacted Clients, or provide temporary alternatives;
The Client may be required to comply with additional onboarding, due diligence, or documentation requests originating from such Third-Party Providers, especially when using white-labeled financial infrastructure or when transacting in high-risk corridors, currencies, or platforms regulated separately from XBase.

12.3 No Liability for Third-Party Services Used by Client. If the Client integrates or uses, at its own discretion and without explicit approval from XBase, any third-party platform, application, plugin, software, or API not authorized, certified, or expressly supported by XBase (“External Services”), then:

XBase disclaims all responsibility and shall not be liable for the availability, security, operability, regulatory compliance, update frequency, or data accuracy of such External Services;
XBase shall not be responsible for any data loss, corruption, breach, operational degradation, or integration errors resulting from such usage, including any downstream consequences or third-party dependencies affected by such integrations;
The Client assumes all technical, operational, financial, and legal risks associated with External Services, including potential disruption of access to XBase Services, exposure to security vulnerabilities, or conflicts with supported interfaces;
XBase reserves the right, at its discretion, to restrict, suspend, or permanently disable specific Client access or API endpoints if the integration of an External Service is determined to introduce a material risk to system integrity, data privacy, or other Clients.

12.4 Affiliates and Intra-Group Sharing. The Client acknowledges that XBase operates as part of a multi-jurisdictional group and may deliver Services directly or indirectly through a network of international affiliates, subsidiaries, joint ventures, or branches (“Group Entities”). To ensure efficient and legally compliant delivery of Services, the Client consents to XBase’s ability to:

Share, transmit, or grant access to Client Data, onboarding documentation, internal compliance reports, risk profiles, transactional metadata, and support tickets across Group Entities for purposes including internal audit, security incident response, regulatory licensing, consolidated reporting, or dispute resolution;
Assign, delegate, or subcontract specific elements of the Services, including platform maintenance, data processing, billing, or technical support, to one or more Group Entities in the appropriate jurisdiction of delivery, without requiring separate Client consent, provided such assignments do not materially alter the nature or scope of the Services;
Designate a Group Entity as the contracting, invoicing, or onboarding entity for Clients located in specific jurisdictions, regions, or sectors, to ensure compliance with applicable local laws, financial regulations, or licensing conditions.

XBase shall remain responsible for ensuring that such intra-group processing, delegation, and cross-border transfers occur in accordance with this Agreement, with appropriate safeguards to protect data confidentiality, integrity, and legal enforceability.

12.5 Open Banking, Network Access, and Embedded Services. Where the Client utilizes Services that include open banking access, embedded finance modules, card processing rails, payment gateways, data aggregators, or financial marketplaces (“Embedded Services”), the following terms shall apply:

The Client must comply with all applicable scheme rules, API standards, and technical certification requirements mandated by the financial institutions, payment networks, or embedded third-party participants with which XBase or its partners interface;
The Client must provide all necessary technical documentation, certifications, and legal representations required to integrate with or maintain access to these Embedded Services and shall cooperate with any audits or sandbox reviews initiated by the providers or regulators of such services;
XBase may facilitate, coordinate, or broker the Client’s access to Embedded Services through one or more regulated partners or vendor APIs but does not control their independent due diligence requirements, commercial policies, risk-based access decisions, or terms of use;
Any failure by an Embedded Service provider to onboard, maintain, or support the Client does not constitute a breach of this Agreement by XBase.

XBase shall not be liable for any losses, delays, or business interruption resulting from the Client’s exclusion from, removal from, or limited functionality within such Embedded Services unless directly caused by XBase’s willful misconduct or material breach of a written Service Order.

12.6 Right to Substitute Providers. XBase reserves the right to substitute, reassign, reconfigure, or phase out any Third-Party Provider or Group Entity used in the delivery of Services at any time, without requiring Client consent, provided that:

The substitution does not materially degrade the functionality, performance, data security, compliance status, or contractual availability of the Services;
Where the new provider operates under a different legal, regulatory, or geographic framework, the Client shall be notified in a commercially reasonable timeframe and granted the right to review any material impact on data processing, pricing, service scope, or contractual jurisdiction;
In cases of urgent provider substitution (e.g., bankruptcy, license revocation, breach of contract), XBase will use reasonable efforts to transition affected Services without downtime and shall notify affected Clients as soon as operationally feasible.

Substitutions may include cloud hosting providers, KYC platforms, embedded banks, payout aggregators, blockchain analytics firms, or network intermediaries, provided they meet XBase’s internal due diligence and risk assessment thresholds.

12.7 Cooperation with External Investigations and Legal Processes. To the extent permitted by law, regulation, or contractual obligations, XBase may be required to cooperate with investigations, regulatory inquiries, legal proceedings, or data access requests initiated by:

Financial services regulators, including central banks, electronic money supervisors, or securities commissions;
Law enforcement agencies, including anti-fraud, anti-corruption, or anti-money laundering task forces;
Tax authorities, including domestic and international cross-border cooperation requests (e.g., CRS, FATCA);
Courts, arbitral tribunals, or dispute resolution bodies acting under subpoena, injunction, or judgment enforcement orders.

In such cases:

XBase will limit disclosure to only that which is legally required, and where appropriate, will redact non-material, commercially sensitive, or non-relevant data;
XBase will make reasonable efforts to notify the Client before or promptly after such disclosure occurs, unless prohibited by law or confidentiality obligations;
The Client agrees to cooperate in good faith with any such proceedings to the extent the Client’s participation, documentation, or testimony is relevant, especially in cases where the investigation concerns misuse, fraud, or breach by the Client or its Users.

XBase reserves the right to suspend or restrict Services to a Client that is the subject of a confirmed legal or regulatory enforcement proceeding where such access may prejudice the investigation, expose XBase to liability, or breach regulatory obligations.

13. Suspension, Termination, and Closure

13.1 Right to Suspend Services. XBase may suspend the Client’s access to all or part of the Services, temporarily or permanently, with or without notice, under any of the following circumstances:

If XBase reasonably suspects the Client, its Users, or affiliates have violated this Agreement, applicable law, or regulatory requirements, including misuse of the platform, transaction abuse, or submission of misleading compliance information;
If XBase detects abnormal activity, technical errors, or security threats associated with the Client’s account or integration that could compromise the confidentiality, integrity, or availability of the Services, or that materially impact other Clients or infrastructure partners;
If the Client fails to comply with due diligence, onboarding, KYC, transaction monitoring, or documentation refresh requirements, or fails to address repeated requests for clarification, explanation, or legal disclosures;
If required by a court order, regulator, competent authority, or due to legal obligations (e.g., enforcement freeze, sanctions designation, emergency order);
In the event of scheduled or emergency maintenance, disaster recovery, infrastructure migration, or risk mitigation procedures where continuing access would present commercial, legal, or technical risk or violate limits imposed by Third-Party Providers.

Suspension does not waive the Client’s obligation to pay any outstanding fees or relieve it of compliance obligations under this Agreement. Suspension may be partial (e.g., limited to outbound transfers or FX functionality) or full, depending on severity.

13.2 Termination by Client. The Client may terminate this Agreement or specific Services at any time by providing XBase with at least thirty (30) calendar days’ written notice, unless a longer or shorter termination period is defined in the applicable Service Order.

Upon receipt of such notice:

XBase will confirm the date of termination and begin the structured wind-down process, including deactivation of access credentials, disabling automated API jobs, and withdrawal of funds from remaining balances;
The Client shall ensure that all outstanding invoices are settled in full before termination is finalized, and no new activity may be initiated during the wind-down period;
XBase shall provide a final data export (where applicable), archive termination logs, and issue an official service closure summary letter upon request.

13.3 Termination by XBase. XBase may terminate this Agreement, in whole or in part, immediately upon written notice to the Client if:

The Client materially breaches any provision of this Agreement or related documents, and such breach is incapable of remedy or remains uncured within ten (10) Business Days of receiving written notice, including violation of Acceptable Use, confidentiality, or IP provisions;
The Client becomes the subject of insolvency, bankruptcy, administration, liquidation, winding-up, dissolution, debt restructuring, or similar proceedings, whether voluntary or involuntary;
XBase is required to terminate the relationship by a regulator, law enforcement authority, or in compliance with an applicable law, subpoena, regulatory audit finding, or court ruling that materially affects its ability to lawfully or commercially support the Client;
The Client’s ongoing use of the Services poses a reputational, regulatory, commercial, or operational risk to XBase, its systems, or its banking/payment partners;
Continued service delivery becomes unlawful, commercially unviable, or technically infeasible due to policy, market conditions, or licensing shifts.

13.4 Termination for Convenience by XBase. XBase may also terminate this Agreement for convenience by providing the Client with sixty (60) calendar days’ written notice. In such cases:

XBase will cooperate in good faith with the Client to facilitate a smooth migration, ensure reconciliation of pending items, and minimize business disruption;
The Client will not be liable for termination fees or penalties unless otherwise specified in a negotiated contract or custom commercial agreement;
Any prepaid service fees covering unused billing periods shall be refunded on a pro-rata basis, unless they are subject to clawback, discounts, or offset against outstanding balances.

13.5 Consequences of Termination or Closure. Upon termination of the Agreement or any Service:

The Client’s access to the affected Services and all associated dashboards, interfaces, and technical environments shall cease on the termination date;
The Client shall immediately cease all use of the Services and delete or destroy all XBase Confidential Information, technical credentials, sandbox keys, downloaded data, reports, and internal documentation in its possession or under its control;
All Client balances, open transactions, or service obligations in progress shall be resolved in accordance with this Agreement and any applicable Annexes (e.g., Annex A, Annex F), including reconciliation with banking partners or remitters;
XBase shall retain transaction records, audit logs, IP mapping records, error logs, KYC data, complaints history, and other regulated documents in accordance with applicable financial and data protection laws for a minimum period of five (5) to seven (7) years, or longer where required.

13.6 Data Portability and Export. At the Client’s written request submitted before the effective termination date, XBase shall provide a machine-readable export of available Client Data or transaction records, subject to the following conditions:

Data export requests must be submitted via the official Client support portal, comply with XBase’s offboarding procedures, and specify the data scope and export format required;
Exports shall not include proprietary system metadata, internal audit flags, user access heuristics, or configuration parameters deemed confidential or commercially sensitive by XBase;
Data will be provided in a standard format (e.g., CSV, JSON, XML), and delivery will occur through a secure authenticated file transfer method within ten (10) business days of acceptance of the request;
XBase may charge a reasonable fee, subject to the complexity, formatting, extraction method, and labor involved in the compilation or anonymization of records.

13.7 Survival of Terms. Upon termination or expiry of this Agreement, any provisions which by their nature, regulatory basis, or commercial purpose are intended to survive shall remain in full force and effect. This includes, but is not limited to:

Confidentiality (Section 7);
Data Protection and Privacy (Section 8);
Intellectual Property and Licenses (Section 9);
Compliance with Laws (Section 10);
Risk Disclosures and Limitations (Section 11);
Third-Party Providers and Affiliates (Section 12);
Indemnities, liability clauses, governing law provisions, dispute resolution mechanisms, and all incorporated Annexes (e.g., Annex B – FX Margin Policy, Annex E – Acceptable Use).

14. Dispute Resolution and Governing Law

14.1 Good Faith Resolution. The Parties agree to use commercially reasonable efforts to resolve any disputes, controversies, or claims arising out of or relating to this Agreement (collectively, “Disputes”) in a timely, constructive, and good faith manner before initiating any formal proceedings.

In the event of a Dispute:

The Parties shall escalate the matter internally to their respective senior management within five (5) business days of written notice of the Dispute;
Management-level discussions must occur within fifteen (15) business days of escalation, unless extended by mutual agreement;
Each Party shall prepare a position statement, outlining its claims, rationale, and any proposed compromise, to be exchanged in advance of the management meeting to support meaningful dialogue;
If the Dispute remains unresolved after management escalation, either party may proceed with the formal procedures set out in this Section.

14.2 Mediation (Optional). Before commencing arbitration or litigation, the Parties may mutually agree to attempt to resolve the Dispute through non-binding mediation:

Mediation shall be conducted by a neutral mediator appointed by mutual agreement or, failing that, by a recognized ADR institution with relevant experience in commercial, financial, or technology-related disputes;
The costs of mediation shall be shared equally, and sessions shall take place in a mutually agreed location or via virtual means, using secure communications technology;
Mediation shall be confidential and without prejudice to either Party’s rights, and any proposed settlement terms shall not be admissible in any later proceedings.

14.3 Arbitration or Court Proceedings. Unless otherwise required by Applicable Law or Regulatory Directive:

All Disputes not resolved through negotiation or optional mediation shall be referred to final and binding arbitration, administered by the the London Court of International Arbitration (LCIA), in accordance with its rules in effect at the time of commencement;
The arbitral tribunal shall consist of one arbitrator, unless the Parties agree otherwise. The language of arbitration shall be English;
The seat of arbitration shall be in London, and the award shall be final and enforceable in any competent jurisdiction. The award may include costs, interest, and other relief as the tribunal deems appropriate.

As an alternative, and where arbitration is not mandatory, XBase may elect to pursue enforcement, injunctive relief, or specific performance in the courts of London, UK, and the Client irrevocably submits to the exclusive jurisdiction of those courts for such purposes.

14.4 Interim and Injunctive Relief. Notwithstanding anything to the contrary in this Agreement:

Either Party shall be entitled to seek immediate interim, injunctive, or equitable relief (including preservation orders or enforcement of intellectual property rights) in any competent court or tribunal, without the requirement to post bond or prove irreparable harm. This right applies irrespective of the forum agreed for general Dispute resolution.

14.5 Costs of Dispute Resolution. Unless otherwise ordered by the arbitrator or court:

Each Party shall bear its own legal, expert, and administrative costs associated with any Dispute, including preparation, negotiation, and procedural filings;
The costs of the arbitrator(s), tribunal secretariat, or mediation body shall be shared equally unless the outcome dictates otherwise based on the prevailing Party, in which case cost-shifting principles may apply.

14.6 Continued Performance. Unless expressly agreed otherwise or ordered by a competent authority:

The Parties shall continue to perform their respective obligations under this Agreement during the pendency of any Dispute, to the extent commercially reasonable and technically feasible;
XBase may, at its discretion, suspend specific non-critical Services or features that are the subject of the Dispute without breaching its obligations under this clause.

14.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction. Any statutory obligations required under applicable law (e.g., financial consumer protection or data localization) shall be incorporated into this Agreement by reference. Notwithstanding the foregoing, mandatory consumer protection laws in the Client’s jurisdiction may apply if the Client qualified as a consumer under such laws.

14.8 Waiver of Jury Trial and Class Action. To the extent permitted by Applicable Law:

Each Party waives its right to a jury trial in connection with any Dispute arising out of or relating to this Agreement;
All Disputes shall be resolved on an individual basis, and the Parties waive any right to bring or participate in a class, collective, or representative action. Any claim aggregation, joinder, or mass action shall be expressly excluded unless mandated by statute.

15. Notices, Language, and Communications

15.1 Notices. All notices, requests, consents, approvals, waivers, and other communications required or permitted under this Agreement (“Notices”) shall be in writing and delivered by one or more of the following methods:

Email (with confirmation of delivery receipt or successful delivery log);
Registered or certified mail with return receipt requested and proper postage prepaid;
Commercial courier with tracking number and delivery confirmation;
Platform-based notification system, provided the message is acknowledged by the receiving Party or recorded by the platform audit trail.

Notices shall be deemed received:

On the date of transmission for email or platform messages sent during the receiving Party’s business hours;
On the next business day for electronic notices sent outside business hours or over weekends/public holidays;
Three (3) business days after the date of posting if sent by registered or certified mail;
One (1) business day after delivery confirmation if sent via courier.

Each Party shall maintain accurate and up-to-date contact information for the purpose of Notices and shall notify the other Party promptly, and in no event later than ten (10) business days, following any change of notice address or contact person. Failure to update such contact details shall not affect the validity or deemed receipt of Notices properly sent to the last known address.

15.2 Designated Contacts. Unless otherwise agreed in writing:

All legal, contractual, or regulatory Notices to XBase shall be addressed to: legal@xbase.digital;
All operational, commercial, or technical communications shall be directed to the designated account manager, client support officer, or platform contact point specified in the Client’s onboarding documentation or most recent Service Order.

Each Client must appoint and maintain current records of its primary legal contact and technical representative. If no response is received from such designated representatives within a commercially reasonable period (e.g., seventy-two (72) hours for urgent operational Notices), XBase reserves the right to escalate Notices to executive contacts or legal representatives identified in public corporate filings, onboarding records, or compliance disclosures.

15.3 Language. This Agreement, including all Schedules, Annexes, Orders, communications, and supporting documentation, shall be executed, interpreted, and enforced in the English language.

Where translated versions are provided for convenience or jurisdictional compliance:

The English version shall prevail in the event of any discrepancy, ambiguity, or inconsistency;
Translations are considered non-binding summaries unless expressly agreed in writing by both Parties as legally authoritative.

All oral and written communications, including those with regulators, auditors, or enforcement bodies, shall be conducted in English unless a specific Service Order or jurisdictional Annex provides otherwise.

15.4 Electronic Signatures and Communications. To the fullest extent permitted by applicable law:

The Parties agree that electronic signatures (including click-through acceptances), scanned copies, and digital execution platforms (e.g., DocuSign, AdobeSign, PandaDoc) shall have the same legal validity and enforceability as original handwritten signatures for purposes of executing, modifying, or terminating this Agreement, a Service Order, or any supporting document;
The Parties further agree to the receipt and delivery of all contractual communications, Notices, invoices, regulatory disclosures, certifications, and audit records through electronic means, including secure email, encrypted cloud storage links, or secure client portals;
Each Party waives any requirement under local or international law to receive physical copies of documents except where mandatory by regulation.

15.5 Platform Communications and Notifications. XBase may provide certain operational communications, alerts, platform updates, status notices, or compliance-related messages through its online client portal or platform dashboard. These may include but are not limited to:

Scheduled or unscheduled maintenance updates;
API versioning announcements, deprecation notices, or feature rollouts;
Transaction or KYC task alerts requiring Client action;
Updates to terms, policies, or risk matrices relevant to the Services.

The Client agrees to:

Actively monitor the designated email inboxes and secure platform dashboard for such communications;
Assign responsibility to authorized Users or departments to regularly review such platform notices;
Treat in-platform communications as effective legal Notices unless otherwise required to be separately delivered.

Failure by the Client to access or respond to these notifications shall not invalidate the Notice or limit XBase’s right to enforce deadlines or policy changes.

16. Force Majeure

16.1 Definition and Scope. Neither Party shall be liable for any delay, failure to perform, or interruption in performance of its obligations under this Agreement (excluding payment obligations) if and to the extent such delay, failure, or interruption arises from a Force Majeure Event.

A “Force Majeure Event” means any act, event, or circumstance beyond the reasonable control of the affected Party, including but not limited to:

Natural disasters (e.g., earthquakes, floods, hurricanes, fires);
Public health emergencies (e.g., pandemics, epidemics, government-imposed quarantines);
Acts of war, armed conflict, civil unrest, terrorism, or sabotage;
Governmental actions, embargoes, sanctions, or regulatory restrictions;
Labor disputes, strikes, or industrial actions (not involving the Party’s own personnel);
Power outages, internet failures, telecommunications disruptions, or breakdown of third-party systems essential to service delivery;
Disruption in supply chains, banking systems, financial infrastructure, blockchain malfunctions or hosting/data centers;
Cyberattacks, ransomware, or distributed denial-of-service (DDoS) incidents that materially impair either Party’s ability to operate.

16.2 Notification and Mitigation. The affected Party shall:

Notify the other Party as soon as reasonably practicable upon becoming aware of the Force Majeure Event, describing in reasonable detail the nature, cause, and expected duration of the event;
Take all commercially reasonable steps, including activating any relevant business continuity or disaster recovery plans, to mitigate the impact of the Force Majeure Event and resume full performance as quickly as practicable;
Provide regular, good faith updates on the status of the Force Majeure Event and changes in its anticipated resolution timeline, and respond promptly to reasonable information requests from the non-affected Party.

16.3 Effect of Force Majeure. During the duration of the Force Majeure Event:

The affected Party’s performance obligations shall be suspended to the extent and for the duration they are rendered impracticable or impossible by the Force Majeure Event;
The non-affected Party shall not terminate the Agreement or seek damages solely due to such non-performance, provided the affected Party complies with its obligations under Section 16.2;
Any deadlines for performance, delivery, acceptance, or notice shall be reasonably extended for a period equal to the duration of the Force Majeure Event plus any necessary recovery time.

16.4 Extended Force Majeure. If a Force Majeure Event continues for more than sixty (60) consecutive calendar days, either Party may terminate the affected portion of the Services or the Agreement in its entirety by providing no less than ten (10) business days’ written notice to the other Party. In such cases:

The Parties shall use commercially reasonable efforts to cooperate in winding down the affected Services in an orderly manner;
Any prepaid but unused fees shall be refunded on a prorated basis for the terminated Services;
Neither Party shall be liable for termination fees, indirect losses, or consequential damages resulting from such termination, provided that Force Majeure was the principal cause.

16.5 Exclusions. Force Majeure shall not apply to:

Delays or failures resulting from a Party’s internal financial problems, lack of liquidity, mismanagement, employee strikes, or bankruptcy;
Events that were reasonably foreseeable and could have been prevented or mitigated through commercially reasonable contingency planning;
Any obligation to pay amounts owed under this Agreement (e.g., service fees, reimbursements, damages, or indemnities).

17. Entire Agreement and Variations

17.1 Entire Agreement. This Agreement, including all Schedules, Annexes, Service Orders, attachments, and incorporated documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings, agreements, representations, negotiations, or communications, whether written or oral, regarding the Services, including any term sheets, pre-contractual letters, emails, or presentations exchanged between the Parties.

The Parties acknowledge and agree that:

No statement, promise, term sheet, representation, or other purported commitment not expressly set forth in this Agreement or its incorporated documents shall be legally binding or relied upon in the construction or interpretation of this Agreement;
Each Party has had the opportunity to consult with independent legal counsel, tax advisors, and compliance officers before entering into this Agreement and affirms that it does not rely on any warranty or representation except as expressly stated herein;
Any industry practice, trade usage, past negotiations, or previous course of dealing not expressly incorporated herein shall not be deemed to alter, expand, or supplement the rights or duties created by this Agreement unless explicitly referenced and incorporated by amendment.

17.2 Amendments and Variations. No amendment, modification, or variation of this Agreement shall be effective unless it is:

In writing and signed by authorized representatives of both Parties; or
Electronically agreed to through a secure, mutually accepted digital execution platform (e.g., DocuSign, AdobeSign), accompanied by confirmation via registered email or other agreed communication channel.

XBase may update or amend the terms of any referenced Schedules, Annexes, or Policies that form part of this Agreement by providing the Client with at least thirty (30) calendar days’ advance written notice. However:

If compliance, legal obligations, regulatory changes, or critical security requirements necessitate a more immediate update, XBase may implement such amendments with a shorter notice period;
Non-material, clerical, typographical, or explanatory clarifications that do not substantively alter the Parties’ obligations may be implemented without advance notice, provided they are clearly marked in the updated document.

If the Client continues to use the Services after the effective date of such an amendment, it shall be deemed to have accepted the new terms. The Client may terminate the Agreement before the effective date of any materially adverse amendment without penalty, provided such termination complies with the wind-down and closure requirements of Section 13.

17.3 Order of Precedence. In the event of a conflict or inconsistency between the provisions of the main body of this Agreement and any Service Order, Schedule, Annex, or incorporated document:

The provisions of a duly executed Service Order shall prevail over any conflicting terms in the body of the Agreement or incorporated documents, but only with respect to the Services addressed in that Order;
The main body of the Agreement shall take precedence over any Schedule or Annex unless a specific provision in the Schedule expressly provides otherwise and references a deliberate intention to override;
Where conflicts arise between a Schedule and an Annex, the Schedule shall prevail as it governs the substantive use of Services, whereas Annexes are considered supporting documentation.

17.4 Severability. If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, unlawful, or unenforceable for any reason:

The remaining provisions shall remain valid and enforceable to the fullest extent permitted by law;
The Parties shall, within a reasonable timeframe, negotiate in good faith to replace the invalidated provision with a new provision that replicates the intended economic and legal purpose as closely as possible without contravening the applicable law.

17.5 No Waiver. No failure, delay, or partial exercise by either Party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof or prevent further enforcement of that or any other right.

Any waiver must:

Be in writing, clearly specify the right or breach being waived, and be signed by a duly authorized representative of the waiving Party;
Apply only to the specific instance or breach identified and shall not constitute a continuing waiver or affect any future rights unless expressly stated.

18. Regulatory Disclosures and Third-Party Notices

18.1 Client and VASP Identity. Client agreements shall clearly identify the Parties. For the purposes of this Agreement:

The VASP is XBase Digital Ltd, a regulated virtual asset service provider;
Registered address: 20 Eastbourne Terrace, London, W2 6LG, UK;
All communications and operations under this Agreement are subject to the applicable laws governing VASPs in the relevant jurisdictions as defined in Section 14.

18.2 Group Description. XBase operates as part of the XBase Group, a collection of affiliated entities delivering services across digital asset operations, payment solutions, compliance technology, and infrastructure design. Descriptions of the Group and its subsidiaries are available upon onboarding and may be requested at any time. This Group structure allows Clients to benefit from a diverse ecosystem of specialized capabilities and regulatory presence in multiple jurisdictions.

18.3 Service Scope and Communication Channels

The nature and scope of the Services covered by this Agreement are detailed in Part B (Service-Specific Schedules), including but not limited to custody, payments, trading facilitation, and compliance integrations.
The Parties will communicate via secure email, platform dashboards, encrypted client portals, and any other authenticated channels listed in Section 15 of this Agreement. These constitute the primary methods for operational updates, account information, compliance tasks, and legal notices, and are deemed legally binding communication mechanisms.

18.4 Fees and Charges

Fees charged by XBase are described in applicable Schedules, Order Forms, and annexed policies, and are disclosed with full transparency prior to service activation;
All fees are presented clearly via the platform or in client communications and itemized per Service to ensure clarity and auditability;
XBase does not permit any retroactive charging, concealed markups, or unitemized bundled fees;
Fee updates are governed by Section 17.2, and shall be communicated with advance notice and client rights to terminate if materially adverse.

18.5 Use of Third-Party Providers

XBase utilizes third-party providers and affiliates to deliver services, including but not limited to banking infrastructure, payment processing, KYC/AML services, safeguarding of client funds, API layers, and onboarding automation tools;
Third-party engagements are governed by Section 12 and described in Service-Specific Schedules, with proper contractual safeguards in place to protect Client data and funds;
In the context of fiat payment services where Equals Money is used as a third-party institution:

The Client must review and accept Equals Money’s separate Terms and Conditions during onboarding;
XBase provides clear disclosures of Equals Money’s safeguarding framework and ensures Clients are informed where and how their fiat balances are held;
Clients are notified that such balances are safeguarded under regulatory requirements but not insured by deposit guarantee schemes, and that Equals operates under its own regulatory license and supervision;
Client balances are presented on an individual basis and not pooled, approximated, or batch-processed for transparency and compliance purposes;
XBase shall not be liable for failures of Equals or other third-party platforms, but will provide commercially reasonable support and coordination to assist Clients in dispute resolution, claim handling, or service recovery.

18.6 Custody and VA Control. Where applicable, XBase shall clearly disclose:

When and how Virtual Assets (VA) are no longer under the control of XBase (e.g., transferred to user wallets, external custodians, or smart contracts);
The identity and licensing status of any sub-custodians or infrastructure providers responsible for VA custody at any given time;
The jurisdiction in which such entities are located and the implications of such jurisdiction on legal recourse and asset segregation;
That the Client retains full legal and beneficial ownership of Virtual Assets held in custody, subject to applicable lien or collateral clauses;
That XBase may use commingled storage (e.g., omnibus wallets), provided that internal systems maintain accurate Client-specific allocations and audit trails;
Clients may request audit logs or evidence of segregation and custody events upon reasonable notice and subject to operational capacity.

18.7 No Deposit Protection. Clients are hereby informed and acknowledge that:

Neither Client Virtual Assets nor fiat Client Money benefit from deposit protection schemes or insurance (e.g., FSCS in the UK, FDIC in the US, or any equivalent EU directive);
Although XBase and its regulated partners implement safeguarding, segregation, and operational controls designed to mitigate loss, such measures do not constitute financial guarantees or consumer deposit protection;
In the event of insolvency of a third-party provider, custodian, or bank, Clients may be exposed to recovery risk, delay, or loss based on insolvency laws and local jurisdictional priority rules;
Clients are encouraged to perform independent due diligence and consider appropriate legal, financial, and insurance protections to manage their own risk exposure.

19. Miscellaneous Provisions

19.1 Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party is acting as an independent contractor and does not have authority to bind the other Party or represent itself as having such authority unless explicitly stated in this Agreement.

19.2 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that:

XBase may assign or transfer this Agreement without consent to any affiliate or successor-in-interest in connection with a merger, reorganization, sale of assets, or similar corporate transaction;
Any attempt to assign or transfer in violation of this provision shall be null and void.

This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

19.3 Third-Party Rights. Except as expressly stated, this Agreement does not confer any rights or remedies on any third party, including under applicable third-party beneficiary statutes, and is intended solely for the benefit of the Parties and their permitted successors.

19.4 Cumulative Remedies. Except where this Agreement expressly provides for an exclusive remedy:

The rights and remedies provided in this Agreement are cumulative and do not exclude other rights or remedies available under law, equity, or otherwise.

19.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A signed copy delivered by electronic transmission (e.g., PDF or DocuSign) shall be deemed to have the same legal effect as delivery of an original signed copy.

19.6 Headings and Interpretation. Clause headings are for reference only and shall not affect the interpretation of this Agreement. References to sections, schedules, and annexes are to those of this Agreement unless otherwise indicated.

The singular includes the plural and vice versa;
“Including” means “including without limitation”; and
Any reference to a statute or regulation includes references to any modification, re-enactment, or extension thereof.

19.7 Publicity and Reference Use. Unless otherwise agreed in writing:

XBase may identify the Client as a user of the Services in its marketing materials, website, and investor presentations using the Client’s name and logo, provided such references are factually accurate and not misleading;
The Client may not use XBase’s name, marks, or branding in any external communications, proposals, or promotional materials without prior written approval from XBase.

Part B – Service-Specific Schedules

Schedule 1 – Banking and Payment Services
Schedule 2 - Equals Money Terms and Conditions

Schedule 1: Banking and Payment Services

1. Introduction and Applicability. This Schedule applies to the provision of banking, account, and fiat payment services provided by XBase to the Client through regulated third-party institutions, such as electronic money institutions (EMIs), payment service providers (PSPs), and other infrastructure partners. These services are designed to enable the Client to send, receive, hold, and reconcile fiat currency transactions in a secure and compliant manner. XBase does not itself hold regulatory permission to safeguard client funds but acts as a facilitator, program manager, or interface integrator. These Services are intended for professional, institutional, and corporate users only and are not made available to individual consumers.

This Schedule supplements and forms part of the Unified Terms & Conditions (the “Agreement”), and shall prevail over the General Terms in the event of any inconsistency regarding the Services described herein. The provisions in this Schedule shall be interpreted in light of the specific operational, regulatory, and contractual arrangements governing XBase’s banking infrastructure partnerships.

2. Nature of Services and Role of XBase. XBase facilitates access to banking and payment infrastructure by:

Integrating with EMIs and PSPs for account issuance, safeguarding, and transaction processing;
Providing Clients with a digital interface, IBANs, transaction status updates, reconciliation files, and reporting;
Acting as a technical intermediary, not a licensed credit institution, custodian, or funds holder;
Managing the onboarding workflow and communication flow between the Client and the EMI/PSP;
Assisting with API integrations, sandbox testing, and technical incident handling.

The Client agrees that any Client Money is safeguarded in accordance with the applicable regulations governing the EMI or PSP (e.g., Electronic Money Regulations 2011, Payment Services Regulations 2017). XBase does not accept any fiduciary responsibility or liability for such funds beyond the obligations explicitly stated in this Agreement.

3. Client Onboarding and KYC Requirements. Prior to receiving Services under this Schedule, the Client must:

Complete XBase’s onboarding and due diligence process, including identification of UBOs, authorized users, business registration details, source of funds, and submission of supporting documentation;
Successfully pass the onboarding requirements of the designated EMI or PSP, including additional due diligence that may be applied independently by the institution based on its risk appetite and regulatory obligations;
Update its information upon any material change and periodically reconfirm its KYC/KYB profile as required by XBase, the EMI, or applicable laws;
Immediately notify XBase of any change in ownership, legal status, regulatory registration, senior management, or commercial activities that could affect its risk classification.

XBase reserves the right to suspend or terminate access if onboarding conditions are not met or maintained.

4. Accounts, Access, and Platform Use

The Client may receive access to one or more virtual or named IBANs, account references, or client-specific ledger balances, as issued by the relevant EMI/PSP;
XBase shall provide the Client with a user interface or API access for viewing balances, initiating transactions, downloading reports, exporting transaction history, and configuring settings;
The Client is solely responsible for managing its user roles, access credentials, permissions, and ensuring secure system usage;
Internal controls such as segregation of duties, dual approval workflows, and IP whitelisting are recommended and may be enforced by platform design;
XBase is not liable for unauthorized activity resulting from credential compromise, negligent access management, or failure to apply security best practices, unless caused solely by XBase’s gross negligence.

5. Transaction Execution

The Client may initiate payment instructions via the platform, API, or approved upload mechanisms, subject to cut-off times and operational constraints;
XBase and its partners support payment rails including SEPA, SWIFT, Faster Payments, and others as agreed. Execution timelines are best-effort and not guaranteed, particularly for cross-border payments or those routed through correspondent networks;
The Client shall ensure all payment data is accurate and compliant with scheme requirements. Incomplete or malformed instructions may be rejected or delayed;
Once a payment is marked as submitted or irrevocable, it may not be reversed, except where legally required or permitted under the EMI/PSP’s applicable terms;
The Client is responsible for the accuracy of beneficiary details, payment references, and transaction metadata.

6. Safeguarding of Client Money

All Client Money is safeguarded by the EMI or PSP in a segregated account separate from operational funds and subject to applicable regulatory requirements;
Such safeguarding ensures that, in the event of the EMI/PSP’s insolvency, funds are protected from creditor claims but do not benefit from deposit protection or insurance;
XBase provides real-time visibility into balances via its client portal but does not itself hold or safeguard any fiat currency;
The safeguarding institution may be based in the United Kingdom, the EEA, or another equivalent jurisdiction, and shall be identified to the Client on request;
Clients are encouraged to consult legal and financial advisors to fully understand the insolvency implications and differences between safeguarding and deposit insurance.

7. Fees and Billing

Fees applicable to these Services are set out in the Order Form, client portal, or as notified by XBase from time to time;
The Client authorizes XBase and/or the EMI/PSP to deduct fees from Client balances or invoice the Client accordingly;
Fees may include transaction costs, monthly account charges, FX margins, rejection/return fees, account inactivity charges, and minimum usage fees;
In the event of non-payment or breach, XBase may suspend access to the Services or withhold processing until the matter is resolved;
Any queries regarding fees must be raised within ten (10) business days of the date of invoice or fee application.

8. Acceptable Use and Limitations

The Client shall not use the banking Services to engage in unlawful activity, circumvent sanctions, process high-risk transactions without disclosure, or act as an unauthorized PSP, money service business, or custodian;
XBase reserves the right to review, block, or reject any payment instruction or account setup that it reasonably suspects to breach law, policy, or the terms of its partner institutions;
Prohibited categories may include, but are not limited to, cash remittance, unlicensed crypto-to-fiat conversion, adult content, gambling, controlled substances, high-risk jurisdictions, and shell company structures;
The Client must maintain appropriate internal AML/CTF procedures and cooperate with any investigations or enhanced due diligence requests.

9. Transaction Errors and Client Notifications

The Client must notify XBase in writing within five (5) business days of discovering any suspected transaction error, unauthorized transaction, or discrepancy;
XBase will use reasonable efforts to investigate and assist, but final resolution is subject to EMI/PSP rules, applicable laws, and the cooperation of third parties involved in the transaction;
The Client is responsible for providing timely documentation, cooperation, and accurate audit trails when raising claims, and acknowledges that processing or reimbursement may be delayed due to third-party dependencies or regulatory review;
If unresolved, the Client may escalate the matter under the dispute resolution mechanism described in Section 14 of the General Terms.

10. Termination and Suspension

XBase or its partners may suspend or terminate banking access immediately upon suspected fraud, AML breach, regulatory directive, risk-based internal assessment, or operational incident that presents a material risk to the platform, partners, or ecosystem;
The Client may terminate Services under this Schedule with thirty (30) days’ written notice, subject to reconciliation and final invoicing;
Upon termination, Client funds may be withdrawn subject to compliance clearance. XBase may require updated bank details, KYC/KYB reconfirmation, or supporting documentation prior to processing the final withdrawal;
Post-termination records and transactional logs shall be retained for the statutory minimum period required by law and may be audited or disclosed in accordance with regulatory obligations.

11. Liability and Indemnities

XBase shall not be liable for any loss of funds caused by EMI/PSP insolvency, misexecution by correspondent banks, force majeure events, payment rail outages, intermediary institution errors, or Client error;
XBase does not provide recovery guarantees or act as an insurer for failed, delayed, or rejected payments where such outcome was caused by third-party institutions beyond its direct control;
The Client agrees to indemnify XBase for losses, fines, penalties, or third-party claims arising from its use of the Services in breach of this Agreement, applicable law, or the terms of the relevant EMI/PSP.

12. Service Availability and Deployment Conditions. The provision of the Services referenced in this Schedule is subject to XBase’s service deployment timeline and applicable regulatory readiness. Availability may vary based on jurisdiction, licensing and infrastructure readiness.

Schedule 2 - Equals Money Terms and Conditions

EQUALS MONEY TERMS AND CONDITIONS

These Terms and Conditions (“terms”) are the terms on which Equals Money PLC “We, Us, Our” supply products and/or services (collectively “services”) to You. In these Terms and Conditions “You, Your” means the corporate account holder of the products and/or services supplied by Us.

Under an agreement with [Insert Legal Business Name] (“Business”), We have agreed to provide You with card and payment services. [Insert Legal Business Name] is a program partner and is not a financial services provider. You may have a separate agreement with Business which will govern the terms of the relationship between You and Business. We are not a party to that agreement.

In the event of a conflict between these terms and Your agreement with Business, the provisions set forth here shall prevail.

Equals Money PLC is authorised by the Financial Conduct Authority to provide payment services (FCA No. 488396) with its registered office address at, Vintners’ Place, 68 Upper Thames Street, London, EC4V 3BJ, United Kingdom.

Use of Our services by You is provided on the basis of the following terms and conditions.

GENERAL TERMS

1. Glossary

1.1 The definitions and rules of interpretation in this clause apply in these terms as follows:

1.2 Acts means the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and Transfer of Funds

(information on the Payer) Regulations 2017 together with any subsequent laws updating or replacing the same;

1.3 Account: the bank account notified by You to Us into which any sums due from Us to You pursuant to any Order will be paid.

1.4 Authorised User: is any employee or contracted associate of You that You notify Us of, in writing.

1.5 Business day: a day other than Saturday, Sunday or a public holiday in England.

1.6 Business hours: 09.00 – 17.00 on a business day.

1.7 Client money: money held by Us on Your behalf, which will be held in a designated client account, segregated from Our money and not used as business expenditure unless specifically set out in these terms.

1.8 Client Nominated Account: the bank account nominated by Us from time to time into which the client funds will be paid.

1.9 Contract: individual Orders that have been accepted by Us.

1.10Contract Note: the written document setting out the details of an Order that will be sent to You following Order Confirmation.

1.11Direct investment: capital investment in an enterprise, either directly or

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through a holding company, for the purpose of acquiring a long-term interest and significant control over the management of that enterprise.

1.12Electronic platform: the electronic trading platform used by Us to provide the services.

1.13Goods and services: all goods and services including, but not limited to, intellectual property, such as computer software and patents, and land.

1.14Good till cancelled: an Order which remains valid until cancelled by You. 1.15Limit order: has the meaning given in clause 22.2.

1.16Margin: a deposit or advance payment required in relation to a forward transaction.

1.17Margin call: a request by Us to You to provide additional amounts (not exceeding the full amount of the sale currency) as We may reasonably require on account to cover adverse exchange rate movements between the date of the Contract and the Value Date.

1.18Margin Nominated Account: the bank account nominated by Us from time to time into which the Margin will be paid.

1.19MiFID Exempt Forward Transaction: a forward transaction that is entered into as a means for facilitating payment for identifiable goods and services or direct investment, where the client is not a financial counterparty (as defined in Article 2(8) of the European Market

Infrastructure Regulation) and which is settled physically unless otherwise permissible under the regulations or the Market in Financial Instruments Directive II. Order: your oral, electronic or written instruction for us to perform a spot transaction, forward transaction, stop loss order, limit order.

1.20Order. your oral, electronic or written instruction for us to perform a spot transaction, forward transaction, stop loss order, limit order.

1.21Order Confirmation: when We confirm the details of the Order to You by telephone, electronically or in writing.

1.22Policy: A policy document that You issue to Your employees setting out the basis upon which employees may use Our services.

1.23PSR: The Payment Services Regulations 2017 or any successor laws or statutes

1.24Sale currency: the sums in a designated currency payable by You to Us in respect of an Order including, without limitation, any Margin or Margin call.

1.25Spot Contract: a Contract conferring the obligation to buy or sell a specified amount of currency where the Value Date is two business days after the Order.

1.26Stop loss order: has the meaning given in clause 22.1.

1.27Regulations: all laws and regulations from time to time in force relating directly or indirectly to the buying or selling of currency including, without limitation, the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and the Payment Services Regulations 2017.

1.28Value Date: the date specified in the Contract Note by which You must have transferred the sale currency to the Client Nominated Account.

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2. Are you a business?

2.1 In some sections you will have different rights under the Agreement depending on whether you are a business or not.

2.2 If you are a business the Agreement (together with the Order) constitute the entire agreement between us in relation to your Order.

2.3 You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in the Agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

3. Who can use our services?

3.1 This agreement is between You and Us. Any employee that You authorise to use our services must be 18 years or over to use Our services. An Authorised User must be Your employee or contracted associate. You confirm that You have given all employees that will use Our services authority to bind Your business or entity. We reserve the right to seek confirmation that an

employee has suitable authority where We deem this appropriate.

3.2 You warrant that Authorised Users will only use the services for the specific purposes required by You. Where appropriate You will issue a Policy to each Authorised User detailing the permitted use of Our services.

3.3 Your use of Our services must not violate any applicable laws and in particular The Acts. You warrant to Us that Your use of Our services does not violate any laws applicable to You. You take responsibility for any consequences of Your breach of this section.

3.4 The services include the provision by Us to You of either a virtual or physical card which may be used for purchases. The physical card shall be co branded between Us and Business.

4. Anti-money laundering policies and sharing of data

4.1 We are registered with the Financial Conduct Authority (“FCA”) as an Authorised Payment Institution (reference number 488396)

4.2 Our staff are fully conversant with anti-money laundering and counter terrorist financing guidelines and are aware of their responsibilities in the monitoring and reporting of any actions that raise suspicion or give cause for concern.

4.3 We reserve the right to perform identity checks in accordance with these terms on all individuals or authorized Users who place an Order. By law, We must check Your identity and perform relevant checks on Your business. We will do so by searching Your record at identity authentication companies and fraud prevention agencies. The agencies will keep a record of Our search. We may use an automated scoring system as part of Our verification process, or we may ask you for documentary evidence. We may also need to visit your business premises. These checks are in accordance with the MLR 2017. If we suspect that you have given us false or inaccurate information, we may record our suspicions at fraud prevention agencies and may pass information about you to law enforcement agencies without further notice to you.

4.4 You confirm that we may share such information as is necessary with any third party, including Business, for your onboarding as a customer, as well as to

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provide such information as is reasonably necessary to Business to facilitate Business’s performance of its own contractual obligations to you under any relevant agreement that you have with Business.

4.5 We are obliged by law to monitor and report any unusual or suspicious transactions of any size taking place where We have reasons to believe the money is derived from unlawful or illegal activity.

4.6 We reserve the right at all times to refuse to process any Order or terminate any Contract, which We believe, in Our sole discretion, is connected in any manner to any unlawful or illegal purpose.

4.7 There is a statutory obligation on all Our employees and their agents to report suspicious transactions to UK law enforcement agencies. Where any such report is made, We accept no liability for any delay in transmission of, or confiscation of the funds.

5. Shortfall

5.1 In the event of there being a shortfall on Your account, We will seek reimbursement of the shortfall from You immediately. We will seek to transfer the shortfall amount from any other account that You have with Us, from another payment method that You may nominate at that time, or from any funds that You subsequently pay into your account. Until the shortfall has been paid, We reserve the right to suspend Your account.

6. Closing your Account

6.1 Normally, We will give you 60 days’ notice before closing Your Account. However, We can close Your Account immediately if We suspect fraud or misuse of the Account, if You or Your employees act in a threatening or abusive manner to Our staff and representatives, if You are in breach of these terms and conditions, if We have security concerns, or if required by law. We will tell you of the closure as soon as we can where We\ are permitted to do so by law.

6.2 Should You terminate Your agreement with Business, We will take that as an instruction that this agreement should also cease. If you do not wish to end this Agreement, contact us via email at help@equasmoney.com or phone on +44 20 7778 9302.

7. Reliance on information posted

7.1 We shall use its reasonable endeavours to ensure that any dated information contained or reproduced on the Website and App is up to date at the stated date of its publication.

8. Intellectual property

8.1 All intellectual property and materials comprising or contained in the Website and App are owned or licensed by Us unless otherwise expressly stated. 8.2 You are entitled to access the Website and App for the purposes of

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accessing the facilities offered by Us. You may not use in any way, directly or indirectly, the Website and App or any of its components for any other

purpose. The materials contained on the Website and App may not be copied or redistributed for commercial purposes or for compensation of any kind without prior written permission from Us.

9. Use of our online services

9.1 This clause applies if you use Our Electronic Platform or such other platform, We may elect for Our customers to use from time to time.

9.2 Upon Our approval of Your request to access the electronic platform, We grant you (and your Authorised Users) a non-exclusive non-transferable licence to use the electronic platform.

9.3 You acknowledge that due to the nature of the internet and electronic communication there is a risk that communications may not operate free from error or interruption. We shall not be liable for:

a) any error or interruption in communications; or

b) any losses or delays in the transmission of instructions caused by any ISP or software failure; or

c) for any breaches of security of the electronic platform beyond our

reasonable control.

d) Any downtime necessary to carry out essential maintenance or upgrading of Our platform.

10. Cybercrime Alert: Emails and Bank Details

10.1There is a significant and increasing risk posed by cyber fraud,

specifically with the interception of email accounts and bank account

details.

10.2Please ensure that You and Your employees are extra vigilant when making payments and ensure You are only making payment to bank details You have been provided with from Us. We are not responsible for any losses

You incur as a result of either fraud by You or Your employees or gross negligence by You or Your employees.

10.3You will notify Us immediately if You have concerns about the security of Your access to the Electronic Platform, including, but without limitation, where You have been the victim of a cyber-attack or some other form of data breach. We will not be responsible for any losses You incur which were suffered after such time as You reasonably ought to have brought any such data compromise to Our attention.

10.4For confirmation of such details please contact Us or verify through your online account.

11. Links to other sites

11.1The Website and App may contain links to third party Websites. Such links are provided to You for your convenience only.

11.2We have no control over any material which has been published or contained on such third party Websites. We do not warrant the content or accuracy of

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such third party Websites nor do We accept responsibility or liability in relation to the content or products offered by or through such third party Websites.

12. Limitations on liability

12.2We use reasonable skill and care in providing Our products and services to You. However (to the maximum extent permitted by law) We are not liable to you for any loss, damage, claim or compensation (including loss of profit or loss of use) arising out of:

a) Any inability to perform any of Our obligations due to failure of any technical or computer systems, or due to any other abnormal or

unforeseeable circumstances beyond our control (such as acts of God, terrorism, war, government action or natural disaster), the consequences of which would have been unavoidable despite all its efforts to the

contrary.

b) Any breach by Us of any of our obligations, where such breach is due to Our duty to comply with any applicable laws of the United Kingdom. c) Any loss resulting from third party misuse, including but not

limited to email interception, stolen identity, and fraud.

d) Any loss resulting from Authorised User misuse, in breach of

Your Policy, subject to paragraph 37.

e) Any damage to Your computer equipment as a result of using this Website or any products or services provided from it.

f) Any change in foreign currency rates which may occur from time to time. 12.3Our maximum aggregate liability to You in respect of all foreign currency transactions undertaken by You shall be limited to the Contract value. 12.4The disclaimers and limitations of liability in these terms shall not apply to any damages arising from death or personal injury caused by the

negligence of Us or any of Our employees or agents or for fraud.

12.5Nothing in these terms limits or excludes Our liability for any breach of our statutory obligations or obligations under the FCA rules or the PSRs. Where permitted by the PSRs, as this is a corporate-to-corporate contract, We hereby contract out of any and all obligations under the PSRs that we are permitted to do. We will not be liable for any default where it is a result of Our duty to comply with any applicable laws of the United Kingdom. If any provisions of these terms including these disclaimers and limitations shall be unlawful or unenforceable then such provisions shall be deemed to have been amended or their scope reduced to the minimum extent necessary to make them lawful or enforceable. The unlawfulness or unenforceability of any provision(s) of these terms shall not affect the validity and enforceability of the remaining terms. Your statutory rights remain unaffected.

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13. Warranties, representations, and undertakings

13.1You warrant and represent to us on a continuing basis that all information that you supply to us is complete, true, accurate and not misleading in any material respect, and that:

a) You are acting as a principal and not as another party’s agent or

representative;

b) that You will only allow the services to be used by Authorised Users; c) You and your employees who are authorized Users are not prevented by any legal disability or subject to any law or regulation that would

prevent You or them from performing Your obligations under these

terms and any related transactions contemplated by them;

d) You have all necessary consents and have the authority to enter into an agreement under these terms and subsequent Orders or other

transactions contemplated by them and You are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents;

e) You comply with all relevant laws, regulations, exchange control

requirements and registration requirements.

13.2You undertake to inform Us with immediate effect, where beneficial ownership of your corporation changes by more than 10%, where

You change the address of Your registered office or where You

appoint a new director.

14. Privacy and data protection

14.1We process information about you in accordance with our privacy policy available here. By using the Website and App you confirm that all data you provide is accurate.

14.2We may provide to Business all account information relating to You including without limitation transaction data, account numbers and card numbers as wells as payment and FX data.

14.3We may receive information about you from Business to allow us to provide you with the services. We will process this information as if you had provided it directly to Us.

14.4You will take such commercially reasonable security precautions to safeguard any data relating to the services and to prevent unauthorized third parties from accessing, modifying or altering such data;

15. Our contact details

15.1You can contact Us via phone at +44 20 7778 9302 or email

help@equalsmoney.com

16. Complaints

16.1If You are unhappy in any way with your Account, please tell us so We can try to resolve the situation. You can complain via email, post or by calling us at the following details:

Email: complaints.enterprise@equalsmoney.com

Post: Equals Money PLC, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ, United Kingdom

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Phone: +44 20 7778 9302

16.2We will aim to resolve any complaints within 15 business days of receiving Your complaint and in exceptional circumstances within 35 business days. Payment related complaints may take up to 8 weeks to resolve.

16.3You can request our complaints procedure via the details in 16.1

16.4If We are not able to resolve the complaint to Your satisfaction and You are eligible, You may be able to refer it to the Financial Ombudsman

Service.

16.5The Financial Ombudsman Service is a free, independent service which might be able to settle a complaint between You and Us. Their contact details are: The Financial Ombudsman Service, Exchange Tower, London, E14 9SR; phone 0800 023 4567, Website www.financial- ombudsman.org.uk.

17. Regulatory and Safeguarding

17.1We are an Authorised Payment Institution (“API”), authorised by the FCA to carry out activities relating to money remittance, operating a payment account, and issuing and/or acquiring of payment instruments under authorisation number 488396.

17.2The Card is issued to You by Equals Money International Limited (“EMI”). EMI is authorised by the Financial Conduct Authority to conduct electronic money service activities under the Electronic Money Regulations 2011 (Ref: 900493).

17.3In order to make use of the products and services provided by Us, You may be instructed by Us to send funds to Us by way of Equals Money UK Limited (“EMUK”). EMUK is an API, authorised by the FCA under authorisation number 504547 and a member of the same corporate group as Us.

17.4When you use funds to spend on Your Card we will pass these funds to EM so that they can provide you with e-money services.

17.5We and EMUK as an FCA regulated API, and EMI as an FCA regulated electronic money institution, are required to safeguard your funds. This means that when We or EMUK receive money from You for the execution of a payment transaction (“Relevant Funds”), We and EMUK will take certain steps, including:

a) segregate Relevant Funds from any other funds; and

b) if any Relevant Funds are still held at the end of the business day following the day on which they were received, place them in a separate account that We hold with an authorised credit institution or the Bank of England.

17.6As an API, We and EMUK and as an EMI, EMInt, are not protected by the Financial Services Compensation Scheme (“FSCS”) and instead are required to safeguard funds which includes taking the steps described in clause 17.5 . You can read more about how We are required to protect customer funds here on the FCA Website.

18. Assignment

18.1We may assign the benefit and burden of these terms or any Contract or Order to another company at any time. If We do this, your rights will not be affected.

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19. Governing law and changes to these terms and conditions

19.1All use of the Website and App and these terms and conditions is governed by the laws of England and Wales.

19.2All disputes arising out of the use of the services or products provided by Us or any dispute relating to these terms and conditions shall be resolved by the Courts of England and Wales.

19.3Changes to these terms will be communicated to You using the email or postal address that You have provided to us. Changes to your disadvantage will be communicated to You at least 60 days before the change is effective. At any time up to 60 days from the date of this notification, You may close your account without incurring any extra charges. Any other changes can be made immediately and communicated within 30 days. Please keep Your contact details current. When We send correspondence to this email or postal address, We will assume receipt by You.

19.4You must let us know as soon as possible if You change your name, address, phone number or email address. If We contact You in relation to any product or service, We will use the most recent contact details You have provided to Us. Any email to You will be treated as being received as soon as it has been sent by Us. We will not be liable to You if your contact details have changed and You have not notified Us.

19.5We may make immediate changes to the exchange rate used to convert foreign transactions into Sterling. For all transactions made in a foreign currency you can find out what the applicable exchange rate was at the time of the transaction by contacting Our Customer Services Team.

INTERNATIONAL PAYMENTS

20. Provisions relating to placing of the Order and when the Contract is formed between You and Us.

20.1We reserve the right to ask for further information in order to process Your Order.

20.2You will be able to correct the details of Your Order at any time until Your Order is submitted to Us. After that point You will no longer be able to correct details on Your Order, so please make sure they are correct at that time.

20.3Submitting Your Order on the Website, App, verbally or via email will authorise Us to action Your Order. You will not be allowed to cancel it other than subject to section 24.

20.4Should You wish to make any amendments to Your Order, this will be at Our discretion and if We are reasonably able to do so. If You wish to amend Your Order please contact us. Any such amendments will be subject to the applicable foreign exchange rates at the time of the amendment. If We agree to amend Your Order We will send an email confirming this. We are under no obligation to accept any such amendments to Your Order and We accept no liability or responsibility if We decide not to do so.

20.5All Orders are subject to acceptance by Us and We will confirm such acceptance to You within the App (on screen or via a downloadable PDF) or by sending You an email that confirms the Order has been accepted. The Contract between Us and You will only be formed once We show or send You the Order Confirmation. We will treat the sending of the Confirmation by Us,

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as receipt by You. Until that time there will be no binding arrangement for Us to supply You with any services. You should retain a copy of the Order Confirmation for Your records.

20.6We will assign an Order ID to Your Order which will be contained in the Order Confirmation. It will help us if You can tell us the Order ID whenever You contact us about Your Order.

20.7When making an Order You rely solely on Your own judgement. If We provide you with information concerning any matter including (without limit) the foreign exchange markets, it is on a voluntary (not advisory) basis and We do not accept responsibility for the accuracy or completeness of such

information or assume any duty of care in relation to it.

20.8In entering into a Contract under these terms, You understand that: a) late arrival of funds to Us may result in next day or deferred delivery (and fees may apply);

b) any forward transactions will be subject to daily Margin requirement; c) We cannot predict future exchange rates in the event of market movement; d) We will only accept payment directly from client authorised and

approved bank accounts unless otherwise specified and agreed

with Us.

20.9If Your Order is received by Us after 17:00 GMT on a business day or not on a business day, Your Order will be deemed received on the following

business day.

21. Providing the products

21.1We will provide the currency to you within one Business Day after we receive payment in full in accordance with the Order.

21.2If our supply of the currency is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.

21.3We will need certain information from you (e.g. evidence of source of funds, invoice, etc) so that we can supply the currency to you. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the currency late or not supplying any part of it if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

21.4We may have to change or suspend our services to:

a) deal with technical problems or make technical changes;

b) update the product to reflect changes in relevant laws and regulatory requirements;

c) make changes to the product as requested by you or notified by us to you. 21.5We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the Contract for an Order if we suspend it, or tell you we are going to suspend it and we will refund any sums you have paid in advance for the product in respect of the period after you end the Contract.

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22. Stop loss orders and limit orders

22.1A stop loss order is a conditional Order that will become either a spot transaction or forward transaction (in accordance with the Contract Note) if the target currency sells at or below the specified exchange rate before the agreed deadline (either the agreed date or good till cancelled as specified in the Contract Note).

22.2A limit order is a conditional order that will become either a spot transaction or forward transaction (in accordance with the Contract Note) if the target currency sells at or above the specified exchange rate before the agreed deadline (either the agreed date or good till cancelled as specified in the Contract Note).

23. Price and payment

23.1We will let you know the applicable exchange rate at the time when you place your Order. As long as we receive sufficient money from you by the time specified in clause 23.4 we will convert your money using that exchange rate. We use our best efforts to ensure that the exchange rate advised to you is correct. However please see clause 23.2 for what happens if we discover an error in the exchange rate of your Order.

23.2If there is an error in the exchange rate communicated to you, we will contact you for your instructions before we accept your Order. In the event that we are unable to contact you within a reasonable timeframe, we may not be able to accept your Order.

23.3We reserve the right to reissue the Contract Note to correct any inadvertent mistake, error or omission and we agree to do so promptly as soon as it comes to our attention.

23.4We accept payment with various methods as confirmed to you in your Contract Note. When you must pay depends on what type of Order you are making:

a) for spot transactions, we must receive payment of the sale currency, in full, from you into the Client Nominated Account no later than 17:00 on the Value Date; and

b) for forward transactions:

i.you will immediately (in the normal course of events within 24 hours after the Order is placed unless otherwise agreed) pay into the Margin

Nominated Account in cleared funds a Margin as determined in

accordance with clause 24.5(b) below or such other percentage as we may specify at our sole discretion;

ii.we must receive payment of the sale currency in full from you into the Client Nominated Account no later than 17:00 on the Value Date of the particular forward transaction.

23.5If paying under the above terms, we will honour the rate and value of the transaction, however for payments to be sent as same day, earlier cut off times may apply. We will inform you of this earlier time, if it applies, when you are setting up your Order with us.

23.6The provisions of this clause apply to forward transactions.

a) We may in our absolute discretion, at any time before or after we agree to enter into a Contract, require you to provide us with a Margin. You

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acknowledge that this money will not generally be covered by the safeguarding requirements in regulation 23 of the Payment Services Regulations 2017 and agree that the principles set out in this clause will apply;

b) In assessing the sum to be requested as Margin we will, acting reasonably, use our discretion in making a determination of the risk of the trade and request an appropriate sum, given the risk determination, as Margin for that forward transaction;

c) We will hold the Margin for you in a segregated client account. You are still the beneficial and legal owner of this money until such point in time as we incur any costs, losses or liabilities in connection with or arising out of your Order(s) including, without limit, liabilities we incur with third party currency dealers, exchanges, brokers, banks or similar entities. Then we will become the beneficial owner of that proportion of the money, held as Margin, equal to our costs, losses, or liabilities, without notice or demand by us;

d) We reserve the right to transfer the Margin to our counterparty bank or third party provider as Margin to cover the corresponding forward transaction entered into.

e) We reserve the right to make a Margin call to re-establish the Margin to the original percentage level agreed for the particular Order if the Margin subsequently falls below an acceptable threshold for that Order;

f) All Margin calls must be paid within 24 hours of our first communicating the Margin call to you;

g) The Margin will vest in us automatically;

i. on the Value Date;

ii. if you breach any material term of these terms;

iii. in the circumstances set out in clause 26.1(e).

h) We may also offset any Margin(s) or other monies we are holding in respect of any one of your Orders, against any costs, losses and/or liabilities that we incur in connection with or arising out of any other Order you have with us.

23.7We accept no responsibility in the event that you send currency to any account other than the Client Nominated Account so you must check that the correct Client Nominated Account is set out in your Order.

23.8All funds provided by you under an Order (whether as security or otherwise) may be appropriated by us if we incur any liability in respect of any transaction or in the event that you are unable to pay sums due to us or breach of these terms.

23.9We may, at our discretion, make payments to third party introducers. 23.10 We will not be obliged to pay you interest on any Margin or client money held by us on your behalf.

23.11 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

23.12 We are not a currency trading platform. Accordingly, you should not use our services for this purpose (including sending us multiple Orders without the intention of completing all the Orders). If we detect that you are using our

services for this purpose, we may, at our discretion, set a limit on the number of Orders you may send to us or refuse to accept any further Orders from you.

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24. Your rights to end the Contract

24.1Under Section 11 (1) the Financial Services (Distance Marketing) Regulations 2004, You do not have any right to cancel any Contract.

24.2You may have a right to end the Contract, depending on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Contract:

a) If what You have bought is faulty or misdescribed You may have a legal right to end the Contract (or to get a service re-performed or to get some or all of Your money back);

b) If You want to end the Contract because of something We have done or have told You we are going to do, see clause 24.3;

c) In all other cases (if We are not at fault) see clause 24.4.

24.3If You are ending a Contract for a reason set out at (a) to (e) below the Contract will end immediately and We will refund You in full for any products which have not been provided. The reasons are:

a) We have told you about an upcoming change to the financial services product or these terms which you do not agree to;

b) we have told you about an error in the price or description of the

product you have ordered and you do not wish to proceed;

c) there is a risk that supply of the products may be significantly

delayed because of events outside our control;

d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a significant period, and in any event no less than 5 business days; or

e) you have a legal right to end the Contract because of something we have done wrong.

24.4Even if we are not at fault, you may still be able to end the Contract before it is completed, but this may be subject to deductions and/or you may have to pay us compensation. A Contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a Contract before it is completed where we are not at fault, just contact us to let us know. If this is possible, the Contract will end and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you)

reasonable compensation for the net costs we will incur as a result of your ending the Contract.

25. How to end the Contract with us

25.1Please contact us via phone at +44 20 7778 9302 or via email at help@equalsmoney.com.

26. Our rights to end the Contract

26.1We may end the Contract if you break it. We may at any time end the Contract for an Order and/or close out all or part of any Order from the market and/or amend the Order to reflect a change in the exchange rate by writing to you if:

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a) you do not make any payment to us when it is due in accordance with these terms;

b) you are in material breach of these terms or fail to comply with your obligations in respect of an Order;

c) you are or we have reason to believe you are in breach of any

relevant statute, regulation or regulatory regime;

d) it becomes unlawful for us to perform the services;

e) you become unable to pay your debts as they become due or have a bankruptcy petition presented against them or you propose a form of

composition or arrangement to its creditors or if you cease or threaten to cease to carry on all or a part of your business;

f) any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction;

g) we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;

h) we have reason to believe you are involved in any fraudulent

activity, money laundering, terrorism financing or other criminal

or illegal activity; or

i) we consider that a forward transaction is not or ceases to be a MiFID Exempt Forward Transaction.

26.2If we end the Contract in the situations set out in clause 26.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.

27. Our responsibilities for loss or damage suffered by you

27.1Both parties recognise that Orders that are activated are filled at the best possible rate and on a best efforts basis, and are not guaranteed at the rate at which they are entered. There is therefore a risk that such Orders may be executed on less advantageous terms.

27.2It should be recognised that any Order is entered at your risk and that we shall not be liable for any errors in such payment requests entered by you. Should any errors occur due to the incorrect inputting of data by you, we shall endeavour to retrieve such funds (but make no guarantee that we will be able to) on the basis that any costs incurred in this retrieval shall be paid by you (whether or not such retrieval is successful). We shall not be liable for any loss of interest or any subsequent cost or loss as a result of the Order being misdirected to the incorrect recipient.

27.3Orders given by email or other internet communication are not secure and are sent at your own risk. Where an Order received by email or other internet communication is later found to be incorrect or to have been intercepted by a third party and altered, the liability for any loss resulting from such incorrect or altered Order shall remain with you.

27.4We shall not be liable to you, whether in Contract, tort (including

negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss, management time, Contracts, goodwill and anticipated savings even if such loss was reasonably foreseeable arising under or in connection with any Contract between us.

27.5We shall not be liable for any claim that arises as a result of currency fluctuation between the Order Confirmation and the Value Date or as a

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result of your non-compliance with these terms or caused by the failure or delay of any third party in the transmission, provision or delivery of any service.

27.6You will be liable for any losses incurred in respect of:

a) unauthorised payments arising from your failure to keep the

personalised security features of your account safe;

b) you not notifying us promptly of security issues on your account

(e.g. loss of your password);

c) you compromising the security of your account; or

d) you failing to inform us about an unauthorised or incorrectly completed transaction within 13 months from the date when you sent your Order.

27.7Our total liability to you for all other losses arising under or in connection with any Contract between us, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500,000.

27.8You will indemnify and keep us indemnified against all losses and liabilities (including without limitation legal costs) incurred by us in the proper

performance of your Order or in the enforcement of our rights hereunder and, in particular, losses and liabilities incurred as a result of:

a) any default in payment by you of any sum due under a Contract or any other breach of these terms;

b) our carrying out your instructions; or

c) our exercising of our rights of suspension.

28. Warranties, representations, and undertakings related the International Payments Service

28.1You warrant and represent to us on a continuing basis that all information that You supply to us is complete, true, accurate and not misleading in any material respect, and that:

a) you will take risk in and ownership of the purchased currency upon payment of the full amount of the sold currency as directed by your instructions contained in the relevant Order;

b) if the Contract is a forward transaction, it is a MiFID exempt forward transaction;

c) all Orders are placed in pursuance of your usual trade or business; and d) all Orders will be for commercial purposes only and not for currency speculation and not for investment business.

CARDS

In this section “Card” means the Equals Money Mastercard® Card, which is co-branded with Business. Except where specifically stated. “Cardholder” means You and the Authorised User of the Card.

29. The Card

29.1The Card can be used at any location that displays the Mastercard Acceptance Mark. Before using any Card issued to You, You need to make sure there are enough funds credited on it. The Card is not a credit card and is not connected to a bank account. The Card is an electronic money (e money) device. You are not entitled to receive any interest on any funds held

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on the Card.

30. Cardholder requirement

30.1To receive a Card the Authorised User must be at least 18 years old.

31. Activating the Card

31.1When you receive Your Card, We may ask You to activate it following the procedures in clause 32 or clause 33 before using it to make

transactions.

32. Physical Card

32.1You will need to activate any Card by logging into Your account via the Website or App and viewing the Card details, before You or Your Authorised User will be able to use it. The Cardholder will receive a PIN for use with the Card, which can be changed by logging into Your account via the Website or App to a more memorable number and then completing the change via an ATM.

33. Virtual Card

33.1You or the Authorised User will need to activate the Card by logging into the account via the Website or App and viewing the Card details, before the Card can be used.

34. Card Balances

34.1You will be able to add and remove money from the balance or balances associated with the Card via the Website or App, to be spent once the Card has been activated. You will be able to view any transactions made on the Card against an associated balance. We reserve the right not to accept any moving of money between balances.

35. Using your Card

35.1We will deduct the value of Your transactions from the balance on the Card as soon as they are made. We will also deduct any applicable fees as soon as they are payable. See below for details of all fees associated with the Card. If sufficient funds are not credited on Your Card at the time of a transaction to cover the amount of the transaction and the fees, the transaction will be declined.

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36. Cancellation and expiry of your Card

36.1If You wish to cancel the Card, you can update the status immediately through the platform or by contacting Us. If the Card is cancelled, We will immediately block it so it cannot be used. You must destroy it securely by cutting it up, making a clear cut directly through the Card chip and signature strip (if present).

36.2You will not be entitled to a refund of money already spent on transactions authorised or pending or any fees for use of the Card before the Card is cancelled or expires. If you cancel the Card, You can transfer any unused funds to another Card once all transactions and fees have been deducted. Alternatively, You can request We arrange for any unused funds to be refunded to You for a fee (see fee table below). You will have no right to receive a refund.

36.3You must tell us immediately if a Card is lost or stolen. We will not be responsible for any losses after the time when You reasonably ought to have brought the loss or theft of the Card to Our attention.

36.4We may also cancel your Card immediately if We suspect fraud or misuse of Your Card, if We have any other security concerns or We need to do so to comply with the law. If We do this, we will tell you as soon as we can after we have taken these steps if permitted to do so by law.

36.5When the Card expires it will no longer be valid and the Authorised User will no longer be able to use it. We will arrange for the balance of funds to be transferred to a new Card after deducting any outstanding transactions and fees. However, We will not issue a new Card if You tell us in writing at least 28 days before the Card expires that You do not wish us to replace the Card.

36.6In the event that You terminate Your contract with Business We will discuss with You whether You require this Agreement and if You no longer require Our services then we shall be entitled to terminate this Agreement by giving 30 days’ notice in writing. Upon termination all excess funds that we hold will be repaid to You after any period in which We consider that We may be at financial risk in relation to the transactions which You processed.

37. Keeping the Card secure

37.1The Authorised User must keep the Card safe and not let anyone else use it. If someone else uses the Card before the Authorised User has advised that it is lost or stolen, the maximum amount that You will be held liable for is £35.00 provided that You have not acted fraudulently or without reasonable care.

37.2You should check the online account and Card statement regularly. If there is an entry which seems to be wrong, You should tell us as soon as possible so that We can investigate it. During Our investigation, You should cooperate with Us and with the police, if We need to involve them.

37.3If the Authorised User loses the Card, it is stolen or You suspect that it has been used by someone other than the Authorised User, You must tell us immediately by calling +44 (0) 20 7778 9302 during business hours so that We can cancel the Card. Alternatively, mark the Card as lost or stolen via our App or the Website.

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38. Our liability

38.1We cannot guarantee that a retailer will accept the Card or that We will necessarily authorise any particular transaction because of a system

problem, events outside Our reasonable control, or because We are

concerned about misuse of the Card. Accordingly, We shall not be liable if a retailer refuses to accept the Card, if We do not authorise a transaction, or if We cancel or suspend use of the Card.

38.2Unless otherwise required by law or previously stipulated in these terms, We shall not be liable for any direct or indirect loss or damage You may suffer as a result of the total or partial use of, or inability to use, the Card, or as a result of the use of the Card by any third party.

39. Your liability

39.1If the Authorised User does not use the Card in accordance with these terms, or if We find that the Authorised User is using the Card fraudulently, We reserve the right to charge You for any reasonable costs that We incur in taking action to stop the Authorised User using it and to recover any monies owed as a result of the Authorised User’s activities.

39.2In the unlikely event, for any reason whatsoever, a transaction is authorised when there are insufficient funds on the Card for that transaction (a shortfall), the shortfall shall be reimbursed by You immediately. If it is due to an error on the part of the retailer, We may seek the shortfall from the retailer. You agree that once We make this shortfall known to You, We may charge for the shortfall amount. Until You reimburse the shortfall amount, We may suspend the Card or Your account.

40. Your right to a refund

40.1The Authorised User may not request a refund of any funds left on the Card. The balance on the Card remains the property of You and only you can request a refund.

41. Fees

Fee
Card issue fee	£10.00 + VAT per Card
Card to Card transfer	FREE
UK point of sale transaction fee	Free when spending in currency
International point of sale transaction fee	Free when spending in currency

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Out-of-currency fee	A 1.5% currency fee applies when a transaction is made in a currency other than those available on the Card. Please see the Website for the latest currencies available on the Card.
UK ATM transaction fee	£1.50 - Please note that some ATMs may apply an additional surcharge. This is outside of the control of Equals Money and you will be notified before authorising the transaction.
International ATM transaction fee	£1.50
Over the counter bank branch withdrawal fee	1.5% of the transaction value subject to a minimum fee of £5.00
Customer service telephone enquiries	Standard call charges apply.
Lost and stolen Card replacement fee	Free
Dispute administration fee	£10.00 per disputed transaction (this may be refunded in certain circumstances)
Refund fee on active Cards	£10.00 - Currency is exchanged at the prevailing rate at the time of the refund
24 month dormancy fee	If you have not completed at least one transaction on any Card linked to the account within the last 24 months, monthly fees of up to £50 / €50 / $50 will be charged to any positive account balance.

41.1If we decide to increase or impose any new fees, We will tell You by email or post, at least 60 days before any changes take effect.

42. Cardholder details

42.1You must let us know as soon as possible if any Authorised User changes their name, address, phone number or email address. Please be aware that the Authorised User may have to provide supporting documentation before We are able to make the changes. If We contact You or the Authorised User in relation to the Card, for example, to notify You or the Authorised User that we have cancelled the Card, We will use the most recent contact details

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provided to Us. Any email to the Cardholder will be treated as being received as soon as it is sent by us. We will not be

liable if the Authorised User’s contact details have changed and You have not told Us.

43. Disputes with retailers

43.1If You have any disputes about purchases or the amount You have been charged by the company or person You bought goods or services from, You should settle these with the company or person involved. We are not

responsible for the quality, safety, legality or any other aspect for any goods or services purchased with the Card.

43.2Once You have used the Card to make a purchase, We cannot stop that transaction.

43.3If You or the Authorised User suspect that the Card has been compromised or used fraudulently, We may be able to dispute the items on Your behalf. We will under no circumstances be liable for transactions if the Card has been knowingly used by another person orYou or Your employees have disclosed the PIN to anyone.

43.4We will not be liable for any transactions made when a Card has been credited during ongoing disputed transactions. All expenditure should be accounted for before a Card is credited with funds.

43.5Should You wish to dispute a transaction You need to inform us as soon as possible. We will not be able to assist with a dispute should the transaction be greater than 120 days old.

43.6You have 13 months to notify us of any unauthorised payment transactions on Your Card.

43.7Only the named Cardholder should use the Card provided to them. If the Cardholder has been issued with a Card that is not in their name, You will not be able to raise a chargeback to claim back funds in the event of a dispute with a merchant or fraudulent transaction.

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EQUALS MONEY EUROPE TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) are the terms on which Equals Money Europe SA (“We, Us”) supply products and/or services to You. In these Terms and Conditions, “You” means the account holder of the products and/or services supplied by Us, except where specifically stated.

Business which will govern the terms of the relationship between You and Business. We are not a party to that agreement.

In the event of a conflict between these terms and Your agreement with Business, the provisions set forth here shall prevail.

This website (“Website”), meaning equalsmoney.com and any associated domain, or mobile and web app (“App”) is owned and operated by Equals Money Europe SA, having its registered office at Avenue Louise 54, Suite 52, Floor 4, 1050 Brussels, Belgium, and registered under number 0849.185.510.

Use and access to this Website and App is provided on the basis of the following terms and conditions.

GENERAL TERMS

1. Glossary

1.1 The definitions and rules of interpretation in this clause apply in these Terms as follows:

1.2 Account: the bank account notified by you to us into which any sums due from us to you pursuant to any Order will be paid.

1.3 Authorised User: is any person you notify us of, in writing, and who we accept has authority to act on your behalf.

1.4 Business Day: a day other than Saturday, Sunday or a public holiday in Brussels, Belgium.

1.5 Business Hours: 09.00 – 17.00 on a Business Day.

1.6 Client Money: money held by us on your behalf, which will be held in a designated client account, segregated from our money and not used as business expenditure unless specifically set out in these terms.

1.7 Client Nominated Account: the bank account nominated by us from time to time into which the client funds will be paid.

1.8 Consumer: any natural person acting for purposes outside his trade, business, craft or profession.

1.9 Contract: individual Orders that have been accepted by us.

1.10Contract Note: the written document setting out the details of an Order that will be sent to you following Order Confirmation.

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1.11Direct Investment: capital investment in an enterprise, either directly or through a holding company, for the purpose of acquiring a long-term interest and significant control over the management of that enterprise.

1.12Electronic Platform: the electronic trading platform used by us to provide the services.

1.13Goods and Services: all goods and services including, but not limited to, intellectual property, such as computer software and patents, and land.

1.14Good Till Cancelled: an Order which remains valid until cancelled by you. 1.15Limit Order: has the meaning given in clause 22.2.

1.16Margin: a deposit or advance payment required in relation to a forward transaction.

1.17Margin Call: a request by us to you to provide additional amounts (not exceeding the full amount of the Sale Currency) as we may reasonably require on account to cover adverse exchange rate movements between the date of the Contract and the Value Date.

1.18Margin Nominated Account: the bank account nominated by us from time to time into which the Margin will be paid.

1.19MiFID Exempt Forward Transaction: a means of payment that (i) must be settled physically otherwise than by reason of a default or other termination event; (ii) is entered into by at least a person which is not a financial counterparty within the meaning of Article 2(8) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories; (iii) is entered into in order to facilitate payment for identifiable Goods and Services or Direct Investment; and (iv) is not traded on a trading venue.

1.20Order: your oral, electronic or written instruction for us to perform a spot transaction, forward transaction, Stop Loss Order or Limit Order.

1.21Order Confirmation: when we confirm the details of the Order to you by telephone, electronically or in writing.

1.22Relevant Funds: has the meaning given in clause 17.2.

1.23Sale Currency: the sums in a designated currency payable by you to us in respect of an Order including, without limitation, any Margin or Margin Call.

1.24Spot Contract: a Contract conferring the obligation to buy or sell a specified amount of currency where the Value Date is two Business Days after the Order.

1.25Stop Loss Order: has the meaning given in clause 22.1.

1.26Regulations: all laws and regulations from time to time in force relating directly or indirectly to the use of our products and/or services including, without limitation, the Law of 18 September 2017 on the Prevention of Money Laundering and Terrorist Financing and the Restriction of the Use of Cash (“AML Law"), Book VI of the Code of Economic Law and Titles 2 and 3 of Book VII of the Code of Economic Law.

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1.27Undertaking: each of the following organisations: (i) any natural person independently exercising a professional activity; (b) any legal person; (c) any other organisation without legal personality.

1.28Value Date: the date specified in the Contract Note by which you must have transferred the Sale Currency to the Client Nominated Account.

2. Are you an Undertaking or a Consumer?

2.1 In some sections you will have different rights under these Terms depending on whether you are an Undertaking or a Consumer.

2.2 If you are an Undertaking these Terms (together with the Order) constitute the entire agreement between us in relation to your Order.

2.3 You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

3. Who can use our services?

3.1 You must be 18 years or over to use our services and have authority to bind any business or entity on whose behalf you use them for. In doing so, that business or entity accepts these Terms. We reserve the right to seek confirmation that you have suitable authority where we deem this appropriate.

3.2 Your use of our products or services must not violate any applicable laws. You commit to us that your use of our products or services does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.

4. Anti-money laundering policies

4.1 We are supervised by the National Bank of Belgium as an authorised payment institution. As required under the AML Law, our staff are fully conversant with anti money laundering and counter terrorist financing requirements and are aware of their responsibilities in the monitoring and reporting of any actions that raise suspicion or give cause for concern.

4.2 We reserve the right to perform identity checks in accordance with these Terms on all individuals who place an Order. By law, we must check your identity and perform relevant checks on your business. We will do so by searching your record at identity authentication companies and fraud prevention agencies. The agencies will keep a record of our search. We may use an automated scoring system as part of our verification process, or we may ask you for documentary evidence. We may also need to visit your business premises. These checks are in accordance with the AML Law. If we suspect that you have given us false or inaccurate information, we may

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record our suspicions at fraud prevention agencies and may pass information about you to law enforcement agencies without further notice to you.

4.3 We are obliged by law to monitor and report any unusual or suspicious transactions of any size taking place where we have reasons to believe the money is derived from unlawful or illegal activity.

4.4 We reserve the right at all times to refuse to process any Order or terminate any Contract which we believe, in our sole discretion, is connected in any manner to any unlawful or illegal purpose.

4.5 There is a statutory obligation on all our employees and their agents to report suspicious transactions to the relevant law enforcement agencies. Where any such report is made, we accept no liability for any delay in transmission of, or confiscation of the funds.

5. Shortfall

5.1 In the event of there being a shortfall on your account, we will seek reimbursement of the shortfall from you immediately. We will seek to transfer the shortfall amount from any other account that you have with us, from another payment method that you may nominate at that time, or from any funds that you subsequently pay into your account. Until the shortfall has been paid, we may suspend your account.

6. Closing your Account

6.1 Normally, we will give you a two months’ notice before closing your Account. However, we can close your Account immediately if we suspect fraud or misuse of the Account, if you act in a threatening or abusive manner to our staff and representatives, if you are in breach of these Terms, if we have security concerns, or if required by law. We will tell you of the closure as soon as we can or are permitted to do so.

6.2 You may close your Account at all times and without any costs by giving a one month's notice.

7. Reliance on information posted

7.1 We shall use reasonable endeavours to ensure that any dated information contained or reproduced on the Website and App is up to date at the stated date of its publication.

8. Intellectual property

8.1 All intellectual property and materials comprising or contained in the Website and App are owned or licensed by us unless otherwise expressly stated.

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8.2 You are entitled to access the Website and App for the purposes of accessing the facilities offered by us. You may not use in any way, directly or indirectly, the Website and App or any of its components for any other purpose. The materials contained on the Website and App may not be copied or redistributed for commercial purposes or for compensation of any kind without prior written permission from us.

9. Use of our online services

9.1 This clause applies if you use our Electronic Platform or such other platform we may elect for our customers to use from time to time.

9.2 Upon our approval of your request to access the Electronic Platform, we grant you (and your Authorised Users) a non-exclusive non-transferable licence to use the Electronic Platform.

a) any error or interruption in communications; or

b) any losses or delays in the transmission of instructions caused by any ISP or software failure; or

c) for any breaches of security of the Electronic Platform beyond our reasonable control.

10. Cybercrime Alert: Emails and Bank Details

10.1There is a significant and increasing risk posed by cyber fraud, specifically with the interception of email accounts and bank account details.

10.2Please be extra vigilant when making payments and ensure you are only making payments to bank details you have been provided with from us.

10.3For confirmation of such details please contact us or verify through your online account.

11. Links to other sites

11.1The Website and App may contain links to third party websites. Such links are provided to you for your convenience only.

11.2We have no control over any material which has been published or contained on such third party websites. We do not warrant the content or accuracy of such third party websites nor do we accept responsibility or liability in relation to the content or products offered by or through such third party websites.

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12. Limitations on liability

12.1All content shown on the Website and App (and all products and services provided by it) are provided and made available without any warranties, conditions or guarantees given by us. In particular, we do not warrant the accuracy, suitability, reliability, completeness, performance and/or fitness for purpose of the content of any products and services available through this Website and App. However, when you are a Consumer, this clause will not release us from our contractual liability in case of gross negligence by Us or any of our employees or agents or, save force majeure, of the non-execution by Us or any of our employees or agents of an obligation that constitutes one of the main performances of these Terms. In no case will our contractual liability be discharged in case of fraud by Us or any of our employees or agents.

12.2We use reasonable skill and care in providing our products and services to you. However, to the maximum extent permitted by law and without prejudice to clause 12.1, we are not liable to you for any loss, damage, claim or compensation (including loss of profit or loss of use) arising out of:

a) Any inability to perform any of our obligations due to failure of any technical or computer systems, or due to any other abnormal or unforeseeable

circumstances beyond our control (such as acts of God, terrorism, war, government action or natural disaster), the consequences of which would have been unavoidable despite all its efforts to the contrary.

b) Any breach by us of any of our obligations, where such breach is due to our duty to comply with any applicable laws of Belgium.

c) Any loss resulting from third party misuse, including but not limited to email interception, stolen identity, and fraud.

d) Any damage to your computer equipment as a result of using this Website or any products or services provided from it.

e) Any change in foreign currency rates which may occur from time to time.

12.3Our maximum aggregate liability to you in respect of all foreign currency transactions undertaken by you shall be limited to the Contract value.

12.4The disclaimers and limitations of liability in these Terms shall not apply to any damages arising from death or personal injury caused by the negligence of us or any of our employees or agents or for fraud.

12.5Nothing in these Terms limits or excludes our liability for any breach of our statutory obligations or obligations under the rules set forth by the National Bank of Belgium or the Federal Public Service Economy, SMEs, Self-Employed & Energy. However, we will not be liable for any default where it is a result of our duty to comply with any applicable laws. If any provisions of these Terms including these disclaimers and limitations shall be unlawful or unenforceable then such provisions shall be deemed to have been amended or their scope reduced to the minimum extent necessary to make them lawful or enforceable. The unlawfulness or unenforceability of any provision(s) of these Terms shall not affect the validity and enforceability of the remaining Terms. Your statutory rights remain unaffected.

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13. Warranties, representations, and undertakings

13.1You warrant and represent to us on a continuing basis that all information that you supply to us is complete, true, accurate and not misleading in any material respect, and that:

a) you are acting as a principal and not as another party’s agent or representative;

b) you are not prevented by any legal disability or subject to any law or regulation that would prevent you from performing your obligations under these Terms and any related transactions contemplated by them;

c) you have all necessary consents and have the authority to enter into an agreement under these Terms and subsequent Orders or other transactions contemplated by them (and if you are a body corporate, you are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents);

d) you comply with all relevant laws, regulations, exchange control requirements and registration requirements.

13.2You undertake to inform us with immediate effect, if you are a corporation, where beneficial ownership of your corporation changes by more than 10%.

14. Privacy and data protection

14.1We process information about you in accordance with our privacy policy available here. By using the Website and App you confirm that all data you provide is accurate.

15. Our contact details

15.1You can contact us via the contact page facility on the Website or App.

16. Complaints

16.1If you are unhappy in any way with your Account, please tell us so we can try to resolve the situation. You can complain via email, post or by calling us. Please visit the contact page on the Website or App.

We will aim to resolve any complaints within 15 Business Days of receiving your complaint and in exceptional circumstances within 35 Business Days. Non-payment related complaints may take up to 8 weeks to resolve.

16.2You can request our complaints procedure via email, phone or by visiting our Website or App.

16.3Customers qualifying as Consumers that receive an answer to their complaint that fails to resolve the issues for them can also seek recourse from the Ombudsman in Financial Disputes (Ombudsfin), an alternative dispute resolution entity within the

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meaning of article VII.216 of the Code of Economic Law and located at Boulevard Roi Albert II 8, bus 2, 1000 Brussels (telephone: + 32 2 545 77 70, fax: +32 2 545 77 79, email: ombudsman@ombudsfin.be, website: www.ombudsfin.be). Furthermore, customers qualifying as Consumers can also have their dispute settled via the online dispute-resolution platform development by the EU Commission under Regulation No. 524/2013 on online dispute resolution for Consumer disputes (http://ec.europa.eu/consumers/odr). Information about the platform is available from the European Consumer Centre Belgium, Rue de Hollande 13, 1060 Brussels (telephone: + 32 2 892 37 12, fax: + 32 2 542 32 43). You can also raise your complaints with the Directorate-General Economic Inspection (Algemene Directie Economische Inspectie / Direction Générale Inspection Economique) of the Federal Public Service Economy, SMEs, Self-Employed & Energy, Boulevard Roi Albert II 16, 3rd floor, 1000 Brussels (telephone: + 32 800 120 33; email:

eco.inspec.fo@economie.fgov.be. Forms can be downloaded at

http://economie.fgov.be.

17. Regulatory and Safeguarding

17.1We are a payment institution authorised by the National Bank of Belgium to provide the following payment services:

(i) execution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider:

(a) execution of direct debits, including one-off direct debits;

(b) execution of payment transactions through a payment card or a similar device; (c) execution of credit transfers, including standing orders.

(ii) issuing of payment instruments and/or acquiring of payment transactions.

17.2As a payment institution authorised by the NBB, we are required to safeguard your funds. This means that when we receive money from a customer for the execution of a payment transaction (“Relevant Funds”), we will take certain steps, including:

a) segregate Relevant Funds from any other funds; and

b) if any Relevant Funds are still held at the end of the Business Day following the day on which they were received, place them in a separate account that we hold with a credit institution located in a member state of the EU or a branch in Belgium of a credit institution located in a third country.

18. Assignment

18.1We may assign the benefit and burden of these Terms or any Contract or Order to another company at any time. If we do this, your rights will not be affected.

19. Governing law and changes to these Terms

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19.1All use of the Website and App and these Terms is governed by the laws of Belgium.

19.2All disputes arising out of the use of the services or products provided by us or any dispute relating to these Terms shall be resolved by the Courts of Belgium.

19.3Changes to these Terms will be communicated to you using the email or postal address that you have provided to us and no later than two months before their proposed date of application. You may either accept or reject the changes before their proposed date of entry into force. You will be deemed to have accepted those changes if you do not notify Us before the proposed date of their entry into force that they are not accepted. If you reject those changes, you have the right to close your account free of charge and with effect at any time until the date when the changes would have applied. Please keep your contact details current. When we send correspondence to your email or postal address, we will assume receipt by you.

19.4You must let us know as soon as possible if you change your name, address, phone number or email address. If we contact you in relation to any product or service, we will use the most recent contact details you have provided to us. Any email to you will be treated as being received as soon as it has been sent by us. We will not be liable to you if your contact details have changed, and you have not notified us.

19.5We may make immediate changes to the exchange rate used to convert foreign transactions into Euros. For all transactions made in a foreign currency you can find out what the applicable exchange rate was at the time of the transaction by contacting our Customer Services Team.

INTERNATIONAL PAYMENTS

20. Provisions relating to placing of the Order and when the Contract is formed between you and us.

20.1We reserve the right to ask for further information in order to process your Order.

20.2You will be able to correct the details of your Order at any time until your Order is submitted to us. After that point you will no longer be able to correct details on your Order, so please make sure they are correct at that time.

20.3Submitting your Order on the Website, App, verbally or via email will authorise us to action your Order. You will not be allowed to cancel it other than subject to section 24.

20.4Should you wish to make any amendments to your Order, this will be at our discretion and if we are reasonably able to do so. If you wish to amend your Order please contact us. Any such amendments will be subject to the applicable foreign exchange rates at the time of the amendment. If we agree to amend your Order we will send an email confirming this. We are under no obligation to accept any such amendments to your Order and we accept no liability or responsibility if we decide not to do so.

20.5All Orders are subject to acceptance by us and we will confirm such acceptance to you within the App (on screen or via a downloadable PDF) or by sending you an email that confirms the Order has been accepted. The Contract between us and you will only be formed once we show or send you the Order Confirmation. We will treat the sending of the Confirmation by us, as receipt by you. Until that time there will be

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no binding arrangement for us to supply you with any services. You should retain a copy of the Order Confirmation for your records.

20.6We will assign an Order ID to your Order which will be contained in the Order Confirmation. It will help us if you can tell us the Order ID whenever you contact us about your Order.

20.7When making an Order you rely solely on your own judgement. If we provide you with information concerning any matter including (without limit) the foreign exchange markets, it is on a voluntary (not advisory) basis and we do not accept responsibility for the accuracy or completeness of such information or assume any duty of care in relation to it.

20.8In entering into a Contract under these Terms, you understand that:

a) late arrival of funds to us may result in next day or deferred delivery (and fees may apply);

b) any forward transactions will be subject to daily Margin requirement; c) we cannot predict future exchange rates in the event of market movement;

d) we will only accept payment directly from client authorised and approved bank accounts unless otherwise specified and agreed with us.

20.9If your Order is received by us after 17:00 CET on a Business Day or not on a Business Day, your Order will be deemed received on the following Business Day.

21. Providing the products

21.1We will provide the currency to you within one Business Day after we receive payment in full in accordance with the Order.

21.2If our supply of the currency is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.

21.4We may have to change or suspend our services to:

a) deal with technical problems or make technical changes;

b) update the product to reflect changes in relevant laws and regulatory requirements;

c) make changes to the product as requested by you or notified by us to you.

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21.5We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the Contract for an Order if we suspend it, or tell you we are going to suspend it and we will refund any sums you have paid in advance for the product in respect of the period after you end the Contract.

22. Stop loss orders and limit orders

22.1A stop loss order (“Stop Loss Order”) is a conditional Order that will become either a spot transaction or forward transaction (in accordance with the Contract Note) if the target currency sells at or below the specified exchange rate before the agreed deadline (either the agreed date or Good Till Cancelled as specified in the Contract Note).

22.2A limit order (“Limit Order”) is a conditional order that will become either a spot transaction or forward transaction (in accordance with the Contract Note) if the target currency sells at or above the specified exchange rate before the agreed deadline (either the agreed date or Good Till Cancelled as specified in the Contract Note).

23. Price and payment

23.1We will let you know the applicable exchange rate at the time when you place your Order. As long as we receive sufficient money from you by the time specified in clause 23.4 we will convert your money using that exchange rate. We use our best efforts to ensure that the exchange rate advised to you is correct. However, please see clause 23.2 for what happens if we discover an error in the exchange rate of your Order.

23.3We reserve the right to reissue the Contract Note to correct any inadvertent mistake, error or omission and we agree to do so promptly as soon as it comes to our attention.

23.4We accept payment with various methods as confirmed to you in your Contract Note. When you must pay depends on what type of Order you are making:

a) for spot transactions, we must receive payment of the Sale Currency, in full, from you into the Client Nominated Account no later than 17:00 on the Value Date; and

b) for forward transactions:

i. you will immediately (in the normal course of events within 24 hours after the Order is placed unless otherwise agreed) pay into the Margin Nominated Account in cleared funds a Margin as determined in accordance with clause

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24.5(b) below or such other percentage as we may specify at our sole discretion;

ii. we must receive payment of the Sale Currency in full from you into the Client Nominated Account no later than 17:00 on the Value Date of the particular forward transaction.

23.5If paying under the above Terms, we will honour the rate and value of the transaction; however, for payments to be sent as same day, earlier cut off times may apply. We will inform you of this earlier time, if it applies, when you are setting up your Order with us.

23.6The provisions of this clause apply to forward transactions.

a) We may in our absolute discretion, at any time before or after we agree to enter into a Contract, require you to provide us with a Margin. You acknowledge that this money will not generally be covered by the safeguarding requirements under article 42 of the Law of 11 March 2018 on the status and supervision of payment and electronic money institutions, access to the business of payment service provider and to the activity of issuing electronic money, and access to payment systems, and you agree that the principles set out in this clause will apply;

d) We reserve the right to transfer the Margin to our counterparty bank or third party provider as Margin to cover the corresponding forward transaction entered into.

e) We reserve the right to make a Margin Call to re-establish the Margin to the original percentage level agreed for the particular Order if the Margin subsequently falls below an acceptable threshold for that Order;

f) All Margin Calls must be paid within 24 hours of our first communicating the Margin call to you;

g) The Margin will vest in us automatically;

i. on the Value Date;

ii. if you breach any material term of these Terms;

iii. in the circumstances set out in clause 26.1(e).

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23.8All funds provided by you under an Order (whether as security or otherwise) may be appropriated by us if we incur any liability in respect of any transaction, in the event that you are unable to pay sums due to us or in case of breach of these Terms.

23.9We may, at our discretion, make payments to third party introducers.

23.10 We will not be obliged to pay you interest on any Margin or Client Money held by us on your behalf.

23.11 You must pay all amounts due to us under these Terms in full without any set off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

23.12 We are not a currency trading platform. Accordingly, you may not use our services for this purpose (including sending us multiple Orders without the intention of completing all the Orders). If we detect that you are using our services for this purpose, we may, at our discretion, set a limit on the number of Orders you may send to us or refuse to accept any further Orders from you.

24. Your rights to end the Contract

24.1Under article VI.58, §2 of the Code of Economic Law, you do not have any right to cancel any Contract.

24.2You may have a right to end the Contract, depending on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Contract:

a) If what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get a service re-performed or to get some or all of your money back);

b) If you want to end the Contract because of something we have done or have told you we are going to do, see clause 24.3;

c) In all other cases (if we are not at fault) see clause 24.4.

24.3If you are ending a Contract for a reason set out at (a) to (e) below the Contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:

a) we have told you about an upcoming change to the financial services product or these Terms which you do not agree to;

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b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;

c) there is a risk that supply of the products may be significantly delayed because of events outside our control;

e) you have a legal right to end the Contract because of something we have done wrong.

25. How to end the Contract with us

25.1Please contact us via the contact page facility on the Website or App.

26. Our rights to end the Contract

a) you do not make any payment to us when it is due in accordance with these Terms;

b) you are in material breach of these Terms or fail to comply with your obligations in respect of an Order;

c) you are or we have reason to believe you are in breach of any relevant statute, regulation or regulatory regime;

d) it becomes unlawful for us to perform the services;

e) you become unable to pay your debts as they become due or have a bankruptcy petition presented against them or you propose a form of composition or arrangement to its creditors or if you cease or threaten to cease to carry on all or a part of your business;

f) any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction;

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g) we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;

h) we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity; or

i) we consider that a forward transaction is not or ceases to be a MiFID Exempt Forward Transaction.

27. Our responsibilities for loss or damage suffered by you

27.1Both parties recognise that Orders that are activated are filled at the best possible rate and on a best effort basis, and are not guaranteed at the rate at which they are entered. There is therefore a risk that such Orders may be executed on less advantageous terms.

27.4We shall not be liable to you, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss, management time, Contracts, goodwill and anticipated savings even if such loss was reasonably foreseeable arising under or in connection with any Contract between us.

27.5We shall not be liable for any claim that arises as a result of currency fluctuation between the Order Confirmation and the Value Date or as a result of your non compliance with these Terms or caused by the failure or delay of any third party in the transmission, provision or delivery of any service.

27.6You will be liable for any losses incurred in respect of:

a) unauthorised payments arising from your failure to keep the personalised security features of your account safe or arising from fraud by you;

b) you not notifying us promptly of security issues on your account (e.g. loss of your password);

c) you compromising the security of your account; or

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d) you failing to inform us about an unauthorised or incorrectly completed transaction without undue delay on becoming aware of any such transaction giving rise to a claim and no later than 13 months after the debit date. .

27.7You will indemnify and keep us indemnified against all losses and liabilities (including without limitation legal costs) incurred by us in the proper performance of your Order or in the enforcement of our rights hereunder and, in particular, losses and liabilities incurred as a result of:

a) any default in payment by you of any sum due under a Contract or any other breach of these Terms;

b) our carrying out your instructions; or

c) our exercising of our rights of suspension.

28. Warranties, representations, and undertakings related to the International Payments Service

28.1You warrant and represent to us on a continuing basis that all information that you supply to us is complete, true, accurate and not misleading in any material respect, and that:

a) you will take risk in and ownership of the purchased currency upon payment of the full amount of the sold currency as directed by your instructions contained in the relevant Order;

b) if the Contract is a forward transaction it is a MiFID exempt forward transaction; c) all Orders are placed in pursuance of your usual trade or business; and

d) all Orders will be for commercial purposes only and not for currency speculation and not for investment business.

CARDS

In this section “Card” means the Equals Money Mastercard® Card, except where specifically stated. “Cardholder” means the Cardholder and the Authorised User of the Card.

29. The Card

29.1The Card can be used at any location that displays the Mastercard acceptance mark. Before using the Card you need to make sure there are enough funds available on the balance attached to the Card. The Card is not a credit card and is not connected to a bank account, but a debit card attached to a payment account operated by Us. Neither you nor the Cardholder will receive any interest on any funds held on the payment account.

30. Cardholder requirement

30.1To receive a Card the Cardholder must be at least 18 years old.

31. Activating the Card

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31.1When you receive your Card, we may ask you to activate it following the procedures in clause 32 or clause 33 before using it to make transactions.

32. Physical Card

32.1The Cardholder will need to activate their Card by logging into their account via the Website or App and viewing the Card details, before they will be able to use it. The Cardholder will receive a PIN for use with their Card, which can be changed by logging into their account via the Website or App to a more memorable number and then completing the change via an ATM.

33. Virtual Card

33.1The Cardholder will need to activate their Card by logging into their account via the Website or App and viewing the Card details, before they will be able to use it.

34. Card Balances

35. Using your Card

35.1We will deduct the value of your transactions from the balance on payment account as soon as they are made. We will also deduct any applicable fees as soon as they are payable. See below for details of all fees associated with the Card. If sufficient funds are not credited on your payment account at the time of a transaction to cover the amount of the transaction and the fees, the transaction will be declined.

36. Cancellation and expiry of your Card

36.1If you wish to cancel the Card, you can update the status immediately through the platform or by contacting us. If the Card is cancelled, we will immediately block it so it cannot be used. You must destroy it securely by cutting it up, making a clear cut directly through the Card chip and signature strip (if present).

36.2You will not be entitled to a refund of money already spent on transactions authorised or pending or any fees for use of the Card before the Card is cancelled or expires. If you cancel the Card, you can transfer any unused funds to another Card once all transactions and fees have been deducted. Alternatively, you can request we arrange for any unused funds to be refunded to you for a fee (see fee table below). The Cardholder will have no right to receive a refund.

36.3We may also cancel your Card immediately if we suspect fraud or misuse of your Card, if we have any other security concerns or we need to do so to comply with the law. If we do this, we will tell you as soon as we can after we have taken these steps.

36.4When the Card expires it will no longer be valid and the Cardholder will no longer be able to use it. We will arrange for the balance of funds to be transferred to a new Card after deducting any outstanding transactions and fees. However, we will not

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issue a new Card if you tell us in writing at least 28 days before the Card expires that you do not wish us to replace the Card.

37. Keeping the Card secure

37.1The Cardholder must keep the Card safe and not let anyone else use it. If someone else uses the Card before the Cardholder has advised that it is lost or stolen, the maximum amount that you or the Cardholder will be held liable for is €50.00.

37.2Clause 37.1 shall not apply, and you will bear no losses, if:

(a) the loss, theft or misappropriation of the Card was not detectable to you prior to a payment, except where you have acted fraudulently; or

(b) the loss was caused by acts or lack of action of an employee, agent or branch of Us or of an entity to which our activities were outsourced.

37.3You will bear all losses if you have acted fraudulently or have failed to fulfil one or more obligations set out in clause 39.1 with intent or gross negligence.

37.4You should check the online account and Card statement regularly. If there is an entry which seems to be wrong, you should tell us as soon as possible so that we can investigate it. During our investigation, you should cooperate with us and with the police, if we need to involve them.

37.5If the Cardholder loses the Card, it is stolen or they suspect that it has been used by someone other than the Cardholder, you must call Card Stop immediately on + 32 78 170 170 (free of charge) or you call us immediately on +32XXX during Business Hours so that we can cancel the Card. Alternatively, you can mark the Card as lost or stolen via our App or the Website. Alternative local phone numbers can be found at our Website [link to webpage for local numbers].

38. Our liability

38.1We cannot guarantee that a retailer will accept the Card or that we will necessarily authorise any particular transaction because of a system problem, events outside our reasonable control, or because we are concerned about misuse of the Card. Accordingly, we shall not be liable if a retailer refuses to accept the Card, if we do not authorise a transaction, or if we cancel or suspend use of the Card.

39. Your liability

39.1You will be liable for any losses incurred in respect of:

(i) unauthorised payments arising from your failure to keep the personalised security features of your Card safe or arising from fraud by you;

(ii) you not notifying us promptly of security issues related to your Card (e.g. loss of your Card);

(iii) you compromising the security of your Card; or

(iv) you failing to inform us about an unauthorised or incorrectly completed transaction without undue delay on becoming aware of any such transaction giving rise to a claim and no later than 13 months after the debit date.

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39.2If the Cardholder does not use their Card in accordance with these Terms, or if we find that the Cardholder is using the Card fraudulently, we reserve the right to charge you and/or the Cardholder for any reasonable costs that we incur in taking action to stop the Cardholder using it and to recover any monies owed as a result of the Cardholder’s activities.

39.3In the unlikely event, for any reason whatsoever, a transaction is authorised when there are insufficient funds on the payment account for that transaction (a shortfall), the shortfall shall be reimbursed by you. If it is due to an error on the part of the retailer, we may seek the shortfall from the retailer. You agree that once we make this shortfall known to you, we may charge for the shortfall amount. Until you reimburse the shortfall amount, we may suspend the Card or your account.

40. Your right to a refund

The Cardholder may not request a refund of any funds left on the Payment Account linked to the Card. The funds on the Payment Account remains the property of you and only you can request a refund.

41. Fees

1. Fee	2.
3. Card issue fee	4. €10.00 + VAT per Card
5. Maintenance and support	6. €100.00 + VAT monthly platform fee per account
7. Balance to Balance transfer	8. FREE
9. BE or EEA point of sale transaction fee	10. Free when spending in currency
11. International point of sale transaction fee	12. Free when spending in currency
13. Out-of-currency fee	14. A 1.5% currency fee applies when a transaction is made in a currency other than those available for payment transactions executed by means of the Card. Please see the Website for the latest currencies available.
15. BE or EEA ATM transaction fee	16. €1.50 - Please note that some ATMs may apply an additional surcharge. This is outside of our control and you will be notified before authorising the transaction.
17. International ATM transaction fee	18. €1.50. Please note that some ATMs may apply an additional surcharge or currency conversion rate. This is outside of our control and you will be notified before authorising the transaction.

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19. Over the counter bank branch withdrawal fee	20. 1.5% of the transaction value subject to a minimum fee of €5.00
21. Customer service telephone enquiries	22. Standard call charges apply.
23. Lost and stolen Card replacement fee	24. Free
25. Dispute administration fee	26. €10.00 per disputed transaction (this may be refunded in certain circumstances)
27. Refund fee on active Cards	28. €10.00 - Currency is exchanged at the prevailing rate at the time of the refund
29. 24 month inactive account fee	30. If you have not completed at least one transaction on any Card linked to the account within the last 24 months, monthly fees of up to £50 / €50 / $50 will be charged to any positive account balance.

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41.1If we decide to increase or impose any new fees, we will tell you by email or post, at least 60 days before any changes take effect.

42. Cardholder details

42.1You must let us know as soon as possible if the Cardholder changes their name, address, phone number or email address. Please be aware that the Cardholder may have to provide supporting documentation before we are able to make the changes. If we contact the Cardholder in relation to the Card, for example, to notify the Cardholder that we have cancelled the Card, we will use the most recent contact details provided to us. Any email to the Cardholder will be treated as being received as soon as it is sent by us. We will not be liable if the Cardholder’s contact details have changed and you have not told us.

43. Disputes with retailers

43.1If the Cardholder has any disputes about purchases or the amount they have been charged by the company or person they bought goods or services from, the Cardholder should settle these with the company or person involved. We are not responsible for the quality, safety, legality or any other aspect for any goods or services purchased with the Card.

43.2Once the Cardholder has used the Card to make a purchase, we cannot stop that transaction.

43.3If you or the Cardholder suspect that the Card has been compromised or used fraudulently, we may be able to dispute the items on your behalf. We will under no circumstances be liable for transactions if the Card has been knowingly used by another person or the Cardholder has disclosed their PIN to anyone.

43.4We will not be liable for any transactions made when a Card has been credited during ongoing disputed transactions. All expenditure should be accounted for before a Card is credited with funds.

43.5Should you or the Cardholder wish to dispute a transaction you need to inform us as soon as possible. We will not be able to assist with a dispute should the transaction be greater than 120 days old.

43.6Only the named Cardholder should use the Card provided to them. If the Cardholder has been issued with a Card that is not in their name, you will not be able to raise a chargeback to claim back funds in the event of a dispute with a merchant or fraudulent transaction.

Part C – Annexes

Annex A – Fee Schedule
Annex B – FX Margin Policy
Annex C – Privacy Notice
Annex D – Complaints Handling Policy
Annex E – Acceptable Use and Prohibited Activities Policy
Annex F – Service Level Commitments (SLCs)
Annex G – Safeguarding Policy Summary
Annex H – Regulatory Risk Statement
Annex I – Client Communication and Support Matrix
Annex J – Jurisdiction-Specific Terms
Annex K – Definitions

Annex A – Fee Schedule

This Annex sets out the applicable fees, charges, and cost components for the Services provided by XBase. This Fee Schedule forms an integral part of the Unified Terms and Conditions and applies to all Clients unless superseded by a Service Order or bespoke commercial agreement.

1. General Principles

1.1 All fees are exclusive of applicable taxes (VAT, GST, sales tax, etc.) unless expressly stated otherwise.

1.2 Fees may be charged in fiat or digital currency, depending on the Service and Client configuration.

1.3 Fees may be updated by XBase upon thirty (30) days’ prior notice unless otherwise specified.

1.4 If fees are invoiced, payment is due within seven (7) calendar days. XBase reserves the right to suspend services for overdue invoices.

2. Banking and Payment Services (Schedule 1)

Account setup fee: EUR 500 (one-time, per legal entity)
Monthly maintenance: EUR 50 per IBAN/account
Inbound SEPA/SWIFT transfer: EUR 5 per transaction
Outbound SEPA transfer: EUR 7.50
Outbound SWIFT transfer: EUR 25
Reconciliation API: Included
Manual intervention / payment trace: EUR 75 per incident

Annex B – FX Margin Policy

This Annex outlines the margining methodology and pricing mechanics applied by XBase when offering foreign exchange (FX) and conversion-related Services to Clients. It applies to all transactions involving fiat-to-fiat, fiat-to-VA, or VA-to-VA conversions executed by XBase on behalf of a Client. These policies aim to promote transparency, fairness, and competitive pricing in the delivery of FX-related Services and are designed to accommodate both automated and manually managed treasury operations.

1. Margin Structure

1.1 FX pricing is provided on a spread basis, representing the difference between the mid-market reference rate (derived from institutional market data feeds) and the rate quoted to the Client at the time of execution.

1.2 Margins are influenced by:

Currency pair volatility and liquidity
Trade size and notional value
Market depth and available liquidity provider quotes
Regulatory restrictions or settlement complexity
Client relationship tier and negotiated commercial terms
Time of execution (e.g., weekends, public holidays)
Order flow characteristics and historical usage trends

1.3 FX margins are applied symmetrically on both sides of the quote unless otherwise disclosed. In certain cases, one-sided adjustments may be applied to manage liquidity imbalance or counterparty exposure.

1.4 XBase may periodically adjust the pricing model based on macroeconomic factors, institutional liquidity shifts, or global monetary policy announcements.

2. Tiered Spread Ranges

XBase applies indicative spread ranges based on transaction size and currency type. These ranges are indicative only and subject to modification depending on prevailing market conditions:

Notional Size (USD or equivalent)	Major Pairs (e.g., USD/EUR)	Minor/Exotic Pairs
Up to 50,000	0.30% – 0.50%	0.60% – 1.20%
50,001 – 250,000	0.20% – 0.35%	0.40% – 0.90%
250,001 – 1,000,000	0.15% – 0.25%	0.30% – 0.75%
Over 1,000,000	Custom (as low as 0.10%)	Negotiated

Note: For stablecoin pairs or high-liquidity digital assets (e.g., USDT/USDC), spreads may be as low as 0.05% depending on volume, latency sensitivity, and risk posture.

3. Execution Channels

3.1 FX transactions may be executed via:

Request-for-quote (RFQ) workflows initiated through the XBase platform
Auto-execution via client-configured platform settings (e.g., auto-conversion of settlements)
Manual execution by XBase’s treasury desk based on written or API-integrated Client instructions

3.2 Where Client approval is required, the FX quote will include:

Currency pair and side of trade (buy/sell)
Quoted rate and spread applied
Expiration timestamp or validity window (usually 15–60 seconds)
Notional amount and target currency
Settlement method (e.g., T+0, T+1) and custody destination

3.3 Execution timestamps and quote IDs will be logged for audit trail integrity and post-trade review.

4. Transparency and Reporting

4.1 Clients can view and download:

Quoted rate vs. mid-market reference rate comparison
Applied spread margin per transaction
Historical FX usage reports (per asset pair, timeframe, or volume)
On-demand or scheduled transaction audit logs for internal reconciliation

4.2 Monthly summary reports include:

Total converted volume by asset and fiat currency
Average margin applied per pair and tier band
Variance analysis, if applicable
Any rebates, negotiated tiering benefits, or exceptions granted

5. Margin Adjustments

XBase reserves the right to adjust spreads dynamically or permanently:

During periods of extreme market volatility or slippage risk
If liquidity conditions worsen for specific asset pairs
In response to emerging regulatory constraints or settlement bottlenecks
When servicing Clients located in high-risk or low-transparency jurisdictions
Based on the Client’s overall risk score, counterparty exposure, or payment behavior

Clients may negotiate bespoke spreads or pricing logic through an executed commercial agreement or Reseller Agreement. Such bespoke terms shall override this Annex where expressly stated and documented.

Annex C – Privacy Notice

This Annex sets out the privacy practices and data handling principles adopted by XBase in connection with the provision of Services. It forms part of the Unified Terms and Conditions and applies to all Clients and their authorized users interacting with the XBase Platform, visiting XBase-controlled websites, using its mobile applications, or submitting personal data through any communication channel.

1. Scope and Application

1.1 This Privacy Notice applies to all Personal Data processed by XBase in its role as a data controller or data processor (as defined under applicable data protection laws), including but not limited to:

Client representatives and authorized signatories
End-customers of Merchants or White Label Partners (if applicable)
Prospective Clients during onboarding and KYC/KYB verification
Platform users with registered login credentials
Users engaging with our marketing communications, sales teams, or partner platforms

1.2 This Annex supplements jurisdiction-specific data rights where applicable and should be interpreted in accordance with applicable privacy laws such as the GDPR, UAE Data Protection Law, or UK Data Protection Act.

2. Types of Data Collected

2.1 XBase may collect and process the following categories of data:

Identity data: name, date of birth, national ID/passport number, tax ID, nationality
Contact data: email address, phone number, billing address, social media handle (if provided)
KYC/KYB documentation: incorporation certificates, ownership structures, control person details, utility bills, proof of source of funds
Technical data: IP address, browser type and version, time zone setting, language, device identifiers, cookies and session analytics
Transaction data: wallet addresses, transaction IDs, trade amounts, balances, timestamps, fee rates applied
Usage data: activity logs, login history, feature interaction, error diagnostics, and security incidents

3. Legal Basis for Processing

XBase relies on the following lawful bases to process Personal Data:

Performance of a contract: to fulfill obligations under the Terms and provide the Services
Compliance with legal obligations: including anti-money laundering, tax, and financial services regulations, as well as regulatory reporting obligations
Legitimate interests: such as maintaining platform integrity, optimizing user experience, fraud prevention, or analyzing product usage for improvement
Consent: where explicitly required for optional features, marketing communications, or third-party service integrations

3.2 Where required, XBase will document the Client’s consent and provide mechanisms to withdraw consent without prejudice to lawful processing before withdrawal.

4. Data Sharing and Transfers

4.1 XBase may share Personal Data with:

Regulated Banking Partners and EMIs for settlement and account provisioning
Identity verification and sanctions screening vendors
Hosting and infrastructure providers (e.g., AWS, Azure)
Legal, tax, or compliance advisors
Regulatory or law enforcement authorities, courts, or dispute resolution providers (where legally required)
Affiliates within the XBase Group, subject to confidentiality obligations and appropriate data safeguards

4.2 Cross-border transfers of Personal Data may occur, subject to appropriate safeguards such as:

Standard contractual clauses (SCCs) approved by the European Commission
Adequacy decisions issued by relevant authorities
Binding corporate rules and industry-standard encryption controls

5. Data Retention

XBase retains Personal Data only as long as necessary for the purposes outlined in this Annex or as required by law. Retention periods are determined based on:

Statutory and contractual obligations
Regulatory retention rules (e.g., 5–10 years for KYC, financial records, or trade history)
The nature and duration of the Client relationship
Client-initiated requests for deletion or portability (where applicable and permissible)

6. Data Security

XBase implements industry-standard technical and organizational measures to protect Personal Data, including:

End-to-end encryption of sensitive data in transit and at rest
Role-based access controls (RBAC) and least privilege enforcement
Firewalls, anomaly detection systems, and endpoint monitoring
Two-factor authentication and biometric access controls for internal systems
Regular code reviews, penetration testing, vulnerability scans, and third-party audits

7. Data Subject Rights

Subject to applicable law, individuals may exercise the following rights:

Right to access and request a copy of Personal Data held by XBase
Right to rectification of inaccurate or incomplete data
Right to erasure (“right to be forgotten”) where legally permissible and subject to retention requirements
Right to restrict processing in specific circumstances
Right to object to processing based on legitimate interest, including profiling
Right to data portability in a commonly used, machine-readable format
Right to withdraw consent at any time (where consent was the lawful basis)
Right to lodge a complaint with a data protection authority

XBase will endeavor to respond to rights requests within one calendar month, subject to verification of identity and applicable exceptions.

8. Contact

Clients or data subjects may contact XBase for privacy inquiries, data access requests, or complaints at:

Email: privacy@xbase.digital
Postal: XBase Data Protection Officer, 20 Eastbourne Terrace, London, W2 6LG, UK

Annex D – Complaints Handling Policy

This Annex delineates the structured framework employed by XBase for the systematic reception, evaluation, and resolution of complaints submitted by Clients and related stakeholders concerning the provision and administration of Services. Embedded within the overarching Unified Terms and Conditions, this Complaints Handling Policy underpins XBase’s institutional commitment to procedural transparency, equitable treatment of complainants, and compliance with applicable regulatory directives and standards. Furthermore, it serves as a mechanism for fostering continual service refinement, upholding user rights, and institutionalizing a culture of accountability consistent with global best practices in financial service governance.

1. Scope

1.1 This Policy governs the treatment of all formal grievances received from:

Contracted Clients, including institutional Merchants, Technology Partners, and authorized representatives
End-consumers indirectly interacting with XBase through the Services of integrated Merchants or Partners
Prospective Clients who encountered deficiencies during onboarding or compliance vetting
Any platform user encountering accessibility constraints, interface limitations, or documentation inconsistencies

1.2 Submissions may address concerns arising from, but not limited to:

Deficiencies in service fulfilment, responsiveness, or feature availability
Irregularities in transaction processing or unexplained platform behavior
Technical malfunctions left unresolved through conventional support routes
Disputed interpretations or misapplications of contractual obligations
Breaches or mishandling of confidential or personal information
Non-conformity with stated SLAs or advertised platform reliability metrics
Procedural breakdowns during onboarding, verification, or Client Service communication

2. Submission Channels

2.1 Valid complaints may be communicated via the following designated pathways:

Email: complaints@xbase.digital
Client Support Portal: support.xbase.digital (dedicated complaint submission module)
Postal correspondence: Complaints Officer, XBase Group, 20 Eastbourne Terrace, London, W2 6LG, UK
Escalated chat referral: Transitioned from real-time support to Complaints Team triage

2.2 Each complaint submission should include the following attributes to ensure admissibility:

Full legal name and affiliated organization (if applicable)
Verified contact information (email and/or phone)
A detailed narrative of the concern, chronological context, and attached evidentiary documentation
Specific transactional references (e.g., order IDs, wallet addresses, timestamps)
A statement articulating the functional or financial impact arising from the event

3. Acknowledgement and Timeframes

3.1 Upon receiving a qualifying complaint, XBase shall:

Acknowledge receipt within two (2) Business Days via the communication channel used
Assign a reference number and designated resolution officer
Communicate a preliminary assessment timeline and engagement process

3.2 Timeframes for final determination are as follows:

Straightforward inquiries: Resolution anticipated within seven (7) Business Days
Moderately intricate matters: Resolution target of fourteen (14) Business Days
Complex, interdepartmental, or vendor-influenced cases: Determination within thirty (30) calendar days

Should a resolution fall outside of the stated timelines, an interim explanation with a revised target will be provided. Clients may request periodic status updates at their discretion.

4. Investigation and Review

4.1 XBase shall engage in a comprehensive and impartial inquiry of each matter received:

Technical logs, audit trails, and transaction metadata shall be examined in detail
Interdepartmental collaboration may include Product, Legal, Risk, and Engineering divisions
Claimants may be asked to submit clarifying statements or additional documentation
Internal contributors involved in the event may be required to submit attestations or system-level explanations

4.2 If a third-party provider or counterparty is implicated (e.g., a Banking Partner or liquidity source), XBase will coordinate with the external entity and act as the primary liaison for status communication.

5. Outcomes and Escalation

5.1 Complainants will receive a conclusive response that includes:

A concise yet transparent summary of the inquiry and scope
A finding statement (e.g., substantiated, partially substantiated, or unfounded)
Rectification steps already taken or proposed (including remediation, if warranted)
Guidance regarding appeal, arbitration, or jurisdictional escalation pathways

5.2 Unresolved or disputed complaints may be referred by the complainant to:

XBase’s Head of Legal or Chief Compliance Officer, with a request for independent internal review
A data protection supervisory authority, if the complaint pertains to information handling
An accredited ADR mechanism, mediation body, or ombudsman, where jurisdictionally available
Regulators or designated escalation entities as outlined in Annex J – Jurisdiction-Specific Terms

6. Record-Keeping

6.1 XBase retains all complaint files, investigation materials, and resolution documentation for a period of not less than five (5) years in accordance with its regulatory obligations and quality assurance protocols. Periodic thematic reviews will be conducted by Compliance to identify recurring patterns, which may give rise to policy modifications, control enhancements, or Client advisory notices.

Annex E – Acceptable Use and Prohibited Activities Policy

This Acceptable Use and Prohibited Activities Policy ("Policy") forms a binding part of the XBase Banking Services Terms and Conditions. It establishes clear rules and expectations regarding the use of XBase's financial infrastructure, platforms, and services. All clients, users, and affiliated entities are expected to comply fully with this Policy throughout the course of their relationship with XBase.

1. General Principles

1.1 XBase’s services are offered exclusively for lawful, transparent, and commercially reasonable purposes. They must be used in accordance with applicable local and international laws, financial regulations, and ethical standards.

1.2 Clients must not use, or allow others to use, any XBase product or service to commit or facilitate fraud, deception, abuse of financial systems, or any other action that violates public trust or market integrity.

1.3 XBase monitors activity on its infrastructure and reserves the right to restrict, suspend, or permanently terminate services if it detects a breach or reasonable suspicion of breach of this Policy, including pre-emptive action to mitigate regulatory, legal, or reputational risk.

1.4 Clients are responsible for ensuring that all individuals with access to their XBase account (e.g., employees, authorized agents, API users) are informed of and adhere to this Policy.

2. Prohibited Industries and Use Cases

2.1 XBase prohibits use of its services in connection with the following industries, business models, or activities:

Unlicensed or unregulated cryptocurrency exchanges, initial coin offerings (ICOs), decentralized finance (DeFi) applications
High-yield investment programs (HYIPs), Ponzi schemes, or multi-level marketing structures designed to defraud investors
Production, marketing, or distribution of pornography, adult services, or sexually explicit material
Online betting, lotteries, or gambling without a valid Tier 1 jurisdiction license (e.g., UKGC, MGA, Isle of Man)
Trade or brokerage of firearms, military-grade equipment, or ammunition
Sale or facilitation of narcotics, synthetic drugs, or other controlled substances
Businesses involved in human trafficking, labor exploitation, or modern slavery
Transactions with countries, entities, or individuals sanctioned by OFAC, the United Nations, EU, or other recognized authorities
Malware development, spyware, ransomware deployment, or platforms used to facilitate cybercrime
Transactions involving conflict minerals, environmental crimes, or illegal wildlife trade

2.2 XBase maintains an internal watchlist of sensitive and prohibited business categories and reserves the right to update this list without notice in response to regulatory, legal, or reputational developments.

2.3 The presence of an otherwise legitimate business in a high-risk industry may still be grounds for rejection or termination if the compliance burden or exposure is deemed excessive.

3. Misuse of Service Infrastructure

3.1 Clients must not misuse the services or infrastructure provided by XBase. Prohibited misuse includes but is not limited to:

Structuring or "smurfing" transactions to avoid regulatory thresholds or reporting obligations
Submitting forged, falsified, or misleading documents during onboarding, audits, or due diligence
Using shell entities, straw persons, or nominee directors to obscure beneficial ownership
Attempting to manipulate XBase’s transaction monitoring, sanction screening, or fraud detection mechanisms
Operating accounts in excess of approved limits without prior authorization
Registering multiple accounts to bypass transaction caps, KYC procedures, or to simulate false volume
Using XBase to conceal the origin or destination of illicit funds, or as a pass-through for unauthorized remittance activity

4. Geographic Restrictions

4.1 XBase does not provide services to clients domiciled in or transacting with the following types of jurisdictions:

Countries or regions under comprehensive international sanctions (e.g., North Korea, Iran, Syria, Crimea, Donetsk, Luhansk)
Jurisdictions listed by the Financial Action Task Force (FATF) as high-risk or non-cooperative
Territories recognized as tax havens or flagged for systemic money laundering risk, unless enhanced due diligence is completed

4.2 Clients must not route funds through third-party intermediaries or correspondent banks that mask involvement with prohibited jurisdictions.

4.3 XBase may also block specific country pairs or currency corridors based on internal risk assessments or compliance updates from our banking partners.

5. Security and Integrity

5.1 Clients are strictly prohibited from any actions that compromise the availability, integrity, or security of XBase's systems. Such actions include:

Attempting to probe, scan, or test the vulnerability of the network or circumvent security features
Introducing viruses, malware, or malicious code into any XBase system
Launching denial-of-service attacks (DoS/DDoS), brute force login attempts, or exploiting platform vulnerabilities
Using automated scripts or bots to interact with the platform in a way that disrupts service for others
Overloading API endpoints or exceeding licensed usage caps without prior agreement

5.2 XBase reserves the right to suspend access, notify clients, and remediate systems in the event of suspected or confirmed security abuse.

6. Reporting Violations

6.1 If a Client becomes aware of any actual or suspected violation of this Policy, they are required to report it without delay to: legal@xbase.digital

6.2 Reports will be treated confidentially. XBase will conduct an internal investigation and may contact the Client for clarification or remediation.

6.3 Reporting in good faith does not subject the reporting party to liability, but false reports made in bad faith may result in penalties.

7. Enforcement and Consequences

7.1 XBase may take any combination of the following actions in response to a Policy breach:

Issue warnings or request corrective action
Temporarily or permanently suspend accounts
Block transactions or freeze balances
Terminate services and cancel contracts with cause
Report to law enforcement or regulatory authorities
Seek indemnification or damages through civil action

7.2 XBase may, in its sole discretion, determine the severity of a breach and the appropriate remediation or penalty.

7.3 Consequences may be extended to affiliated entities, counterparties, or beneficiaries if their conduct contributes to or facilitates the breach.

8. Review and Amendments

8.1 This Policy is subject to periodic review by XBase’s Compliance and Legal departments.

8.2 Clients will be notified of material amendments at least thirty (30) days in advance, unless changes are required by law or imposed by regulatory authorities with immediate effect.

8.3 Continued use of the XBase services after the effective date of an amended Policy constitutes acceptance by the Client.

For any inquiries or clarifications about this Policy, please contact: compliance@xbase.digital

Annex F – Service Level Commitments (SLCs)

This Annex outlines XBase’s Service Level Commitments (SLCs), which establish expected levels of performance, uptime, and support availability for Clients utilizing the Platform and its Services. These commitments aim to ensure consistent availability, operational resilience, and timely response to support requests. While XBase endeavors to meet or exceed the stated service levels, these SLCs do not constitute a contractual SLA unless expressly referenced in an Order Form.

1. Platform Availability

1.1 XBase targets the following minimum uptime guarantees, calculated on a monthly basis:

Service Component	Availability Target
Web Platform (Client Portal)	99.9%
API Gateway	99.5%
Wallet Infrastructure	99.9%
Hosted Checkout Pages	99.9%

1.2 Scheduled maintenance will be excluded from availability calculations, provided that:

At least 24 hours' advance notice is given, and
Maintenance is scheduled during low-traffic windows.

1.3 Emergency maintenance may occur with reduced notice in cases of critical security patches or performance degradations.

2. Incident Response and Resolution

2.1 Incidents are categorized by severity as follows:

Severity Level	Description	Target Initial Response	Target Resolution Time
Critical (P1)	Total outage, transaction blockage, or security breach	15 minutes	4 hours
High (P2)	Degraded performance, partial API disruption	1 hour	1 business day
Medium (P3)	Minor bug, UI issue, non-blocking error	4 hours	3 business days
Low (P4)	General query, documentation clarification	1 business day	5 business days

2.2 Clients may report incidents via:

The Support Portal (preferred method)
Email: support@xbase.digital
Slack or other real-time channels (where available to enterprise clients)

2.3 Response times are measured from the timestamp of acknowledgment by XBase support.

3. Client Support Commitments

3.1 XBase provides multi-channel support during standard business hours (9:00–18:00 local time, Monday–Friday).

3.2 Enterprise Clients with premium support agreements may receive:

24/7 priority incident handling
Dedicated account manager or customer success representative
Custom escalation workflows

3.3 The Support Portal offers:

Ticket submission and status tracking
Access to product documentation and FAQs
Audit trail of all support interactions

4. Data Backup and Disaster Recovery

4.1 XBase maintains redundant data storage systems and conducts:

Real-time backup replication for transaction and wallet data
Daily encrypted offsite backups
Monthly disaster recovery drills and failover testing

4.2 The Recovery Time Objective (RTO) is four (4) hours for core services. The Recovery Point Objective (RPO) is fifteen (15) minutes.

5. Limitations and Force Majeure

5.1 These commitments do not apply to service interruptions caused by:

Force Majeure events (as defined in Section 16)
Internet backbone failures or upstream carrier disruptions
Acts or omissions of the Client or its users
Unauthorized use or security breach resulting from Client-side negligence

6. Service Level Reports

6.1 Clients may request a monthly or quarterly SLC report including:

Uptime statistics by service module
Incident summaries and resolution timeframes
SLA breach analysis and root cause reports (for enterprise clients)

6.2 Repeated deviations from SLCs may entitle eligible Clients to service credits as specified in a signed commercial agreement.

This Annex will be periodically reviewed and may be updated to reflect platform changes, regulatory guidance, or Client requirements.

Annex G – Safeguarding Policy Summary

This Annex provides a high-level overview of the safeguarding arrangements implemented by XBase and its regulated partners to protect Client Money and ensure segregation from operational funds. It is designed to give transparency on how customer funds are treated and safeguarded in compliance with applicable regulatory requirements, including but not limited to the UK Payment Services Regulations 2017 (as amended), the EU Electronic Money Directive (EMD2), and comparable frameworks in other jurisdictions. It also outlines the operational discipline, third-party oversight, and fund recovery protocols associated with safeguarding structures used within the XBase ecosystem.

1. Purpose and Scope

1.1 This Policy applies to all fiat funds received by or held on behalf of Clients for the purpose of executing payment or trading transactions via the XBase Platform, regardless of whether the Client accesses Services directly, through embedded finance models, or via API-integrated front ends. Exceptions apply only where local laws provide a lawful exemption or where a Client’s use case is explicitly carved out under the Terms.

1.2 For the purposes of this Policy, "Client Money" refers to fiat funds held for the benefit of Clients and their end-users, distinct from XBase’s own operational or treasury balances. This definition does not extend to digital assets unless explicitly stated under a local regulatory obligation.

2. Safeguarding Structure

2.1 XBase does not itself hold Client Money under a banking or EMI license. Instead, safeguarding is implemented through institutional-grade infrastructure maintained by licensed third-party partners:

Electronic Money Institutions (EMIs): Institutions authorized under applicable electronic money laws
Payment Institutions (PIs) and account issuers
Licensed custodians, settlement agents, and correspondent banks with oversight from competent financial authorities

2.2 Client Money is safeguarded using one or more of the following legally recognized mechanisms:

Segregated Client Accounts: Protected, ring-fenced bank accounts maintained solely for the purpose of safeguarding third-party funds
Insurance or Guarantee Mechanisms: Third-party sureties, bank guarantees, or fidelity bond arrangements in jurisdictions where applicable

2.3 These institutions are subject to recurring financial, operational, and compliance audits. Partner obligations include adherence to strict capital adequacy thresholds, daily reconciliation processes, and full transparency with supervisory bodies.

3. Operational Handling of Client Money

3.1 Upon receipt of eligible funds, XBase or its regulated partners will:

Deposit the funds into an appropriate safeguarding account on the same business day
Or, where legally permitted, no later than the following business day

3.2 Internally, XBase maintains ledger-level tracking of each Client’s entitlements, supported by:

Per-client sub-ledger allocation even in omnibus structures
Daily automated reconciliation of balances
Dual-control procedures for release of funds

3.3 Client Money:

Is not used for proprietary trading, hedging, or margin provision
Cannot be pledged, hypothecated, or otherwise encumbered by XBase
May not accrue interest unless explicitly structured through a separate yield-bearing agreement

4. Access and Withdrawal

4.1 Withdrawals from safeguarded accounts are limited to the following lawful purposes:

Execution of Client-authorized transactions (e.g., payment, FX conversion)
Return of funds to the remitter or designated beneficiary
Compliance with binding legal or regulatory instructions from competent authorities

4.2 Administrative or transactional deductions may be applied solely in accordance with:

The Fee Schedule (Annex A)
Executed Order Forms
Statutory deductions for compliance reporting, if applicable

5. Insolvency and Resolution Planning

5.1 Client Money held in safeguarding accounts does not form part of XBase’s corporate estate and shall not be available for distribution to creditors in the event of liquidation or bankruptcy.

5.2 Regulated partners providing safeguarding services are contractually obligated to:

Maintain updated wind-down and Client return procedures
Cooperate with appointed insolvency administrators or receivers
Facilitate timely access to Client Money, with minimal disruption

6. Disclosure and Reporting

6.1 Clients are entitled to request:

Confirmation of the safeguarding institution(s) involved in holding their funds
Periodic assurance letters confirming that funds are held in accordance with regulatory expectations
Redacted third-party audit summaries or partner attestations

6.2 XBase monitors safeguarding partners through:

Periodic site visits and operational reviews
Legal counsel oversight of account structures
External audit firms conducting safeguarding audits under ISAE or equivalent standards

Annex H – Regulatory Risk Statement

This Annex furnishes Clients with a nuanced and comprehensive exposition of the regulatory risks intrinsic to the utilization of XBase’s Services, particularly those intersecting with Virtual Assets, cross-border financial infrastructure, embedded financial frameworks, and branded white-label deployments. It is conceived as an instrument for enhancing regulatory literacy, fortifying legal risk posture, and advancing strategic compliance foresight. The document articulates potential jurisdictional divergences, extraterritorial enforcement exposures, interpretive volatility across supervisory regimes, and structural limitations that may constrain or condition the operability and continuity of certain Services. Clients are advised to treat this Annex as a substantive reference for regulatory risk assessment, governance alignment, and cross-border compliance calibration. This Annex constitutes a binding component of the Unified Terms and Conditions.

1. No Regulatory Advice or Endorsement

1.1 XBase does not function as a law firm, regulatory consultancy, or fiduciary entity and expressly disclaims any provision of legal, tax, financial, or investment advice. Communications, operational templates, onboarding protocols, or compliance references furnished by XBase are informational and should not be construed as substitutes for formal legal counsel. Clients are strongly encouraged to consult licensed advisors in the relevant jurisdictions prior to relying on or operationalizing such material.

1.2 The engagement of Services by XBase shall not be interpreted as regulatory endorsement, de facto authorization, or implicit approval of the Client’s business architecture, asset issuance frameworks, transactional designs, or user-facing deployments. XBase makes no representations regarding the legality or regulatory standing of any Client’s activities.

2. Licensing and Jurisdictional Limitations

2.1 XBase employs a federated model of service delivery through a combination of in-house capabilities and licensed affiliates or partners. Services may be rendered directly by XBase or by one of its partners operating under applicable Electronic Money Institution (EMI), Payment Institution (PI), Digital Asset Service Provider (DASP), or Virtual Asset Service Provider (VASP) licenses. This distribution model is adaptive to evolving jurisdictional demands but does not imply universal availability or licensure.

2.2 Regulatory availability of Services is contingent upon ongoing analysis of local legal regimes, supervisory interpretations, and operational risk tolerances. XBase retains sole discretion to modify, restrict, or discontinue Services in response to sanctions developments, financial conduct inquiries, partner constraints, or other jurisdiction-specific prohibitions.

2.3 It is the Client’s exclusive responsibility to determine whether its use of XBase Services is compliant with the legal, regulatory, and licensing regimes applicable to its incorporation, operational geographies, or user base. XBase shall not be relied upon to deliver cross-border regulatory clearance or licensing strategy.

3. Evolving Legal and Regulatory Environment

3.1 The digital finance and virtual asset landscape is characterized by regulatory flux and jurisdictional heterogeneity. Legislative and supervisory positions are rapidly evolving with respect to the legal status, tax treatment, and permissible use cases of tokens, digital currencies, and associated financial infrastructures.

3.2 Uncertainties in statutory interpretation and legislative transition periods may impact:

The definitional classification of Client activities as payment services, financial instruments, custody, or e-money
Obligations related to prudential safeguards, liquidity thresholds, or capital buffers
Disclosure, reporting, and audit compliance burdens
Recognition of client assets for insolvency or consumer protection regimes

3.3 XBase may be obligated, in response to these developments, to:

Reconfigure platform functionality, access rights, or jurisdictional routing
Implement Client re-verification and suitability reviews
Impose transactional or geographic constraints
Comply with regulatory injunctions, cease-and-desist directives, or operational moratoria

4. Regulatory Disclosures and Cooperation

4.1 XBase is subject to mandatory regulatory disclosures, including the transmission of Client, transaction, and counterpart data to supervisory authorities, tax compliance bodies, and law enforcement agencies in accordance with legal or intergovernmental information-sharing protocols.

4.2 Clients may be required to undergo enhanced due diligence, reporting, or operational segmentation if their activities intersect with highly regulated domains such as:

Token issuance platforms, stablecoin governance, or algorithmic monetization models
Retail distribution to non-qualified investors or end-users
Use cases involving securities, derivatives, or interest-bearing instruments

5. Risks of Regulatory Enforcement or Disruption

5.1 Clients acknowledge and assume the inherent possibility that:

Services or feature sets may be reclassified, suspended, or rendered non-compliant
Payment infrastructure or financial intermediation partners may sever access with limited notice
Retroactive legislative or interpretive shifts may trigger liability for previously lawful conduct
XBase may be required to take immediate preemptive or reactive measures without advance Client notice

5.2 While XBase endeavors to provide commercially reasonable notice of material changes, such notice may be infeasible in exigent circumstances or where legally restricted.

6. Client Acknowledgment and Indemnity

6.1 By accessing or engaging with the Services, the Client certifies that it has read, understood, and internalized the material risks outlined in this Annex and accepts responsibility for its own regulatory posture, licensing status, and transactional legality across all jurisdictions of operation.

6.2 The Client agrees to fully indemnify, defend, and hold harmless XBase, its affiliates, officers, directors, and service partners against any liabilities, fines, enforcement actions, penalties, or losses incurred as a result of the Client’s breach of applicable law, regulatory misstatement, or unauthorized activity.

Annex I – Client Communication and Support Matrix

This Annex outlines the standard modes of communication, support availability, escalation tiers, and response expectations applicable to Clients engaging with XBase Services. The matrix is designed to ensure clarity, predictability, and operational responsiveness across varying levels of service complexity and contractual engagement. It forms an integral part of the Unified Terms and Conditions.

1. Channels of Communication

1.1 XBase provides support and communication via the following primary channels:

Channel	Description	Availability
Support Portal	Ticket submission, status tracking, FAQs	24/7
Email Support	General inquiries, incident escalation	support@xbase.digital
Live Chat (Tiered)	Instant messaging during business hours	09:00–18:00 local time
Dedicated Slack (Tier 1+)	Real-time support for enterprise clients	Contractual (24/7 optional)
Scheduled Calls	Client success, onboarding, or complex resolution meetings	By appointment

2. Support Tiers

2.1 Clients are classified into support tiers based on their contractual framework and product usage:

Tier	Description	Access Features
Standard	Default for all Clients	Email + Portal Support; 48h ticket turnaround
Tier 1	Advanced SaaS/API Clients	Slack Channel; Dedicated CSM; 24h target resolution
Tier 2	Enterprise/Regulated Institutional Users	Escalation protocols; SLC dashboard; 24/7 emergency response

3. Response and Resolution Targets

3.1 Response timeframes vary by severity classification:

Severity	Example	First Response Time	Resolution Target
Critical	Platform outage, transaction blocking	15 minutes (Tier 1+)	4 hours
High	API down, security alert	1 hour	1 business day
Medium	UI bug, configuration query	4 hours	2–3 business days
Low	General inquiry, documentation	1 business day	5 business days

4. Account Management and Escalation

4.1 For Tier 1 and Tier 2 Clients, XBase assigns a named point of contact for ongoing support and relationship management.

4.2 Clients may escalate concerns through the following pathway:

First Line: Support Portal Ticket or Chat Agent
Second Line: CSM or Account Manager
Third Line: Head of Support / Incident Response Lead
Final Line: Executive Sponsor (Enterprise Tier Only)

5. Scheduled Maintenance and Change Notifications

5.1 XBase will endeavor to provide:

Minimum 24 hours' notice for scheduled platform maintenance
Change logs or update summaries following product releases
Critical communications regarding deprecations or feature sunset timelines

5.2 Notifications may be sent via email, Portal announcements, or direct Slack updates (where applicable).

6. Communication Recordkeeping

6.1 All support tickets, incident reports, and escalation threads are logged and retained for a minimum of three (3) years for quality assurance, compliance review, and operational benchmarking.

This Annex may be supplemented by additional terms in the Order Form, especially for Clients with enhanced support packages or premium availability obligations.

Annex J – Jurisdiction - Specific Terms

This Annex outlines terms that apply to the use of XBase Services based on the Client’s jurisdiction of incorporation, regulatory nexus, or primary operational footprint. These jurisdiction-specific provisions are in addition to the Unified Terms and Conditions and shall prevail in the event of any inconsistency, conflict, or legal override required by applicable law or local regulatory guidance.

XBase reserves the right to amend this Annex in line with updates to legislation, supervisory guidance, or enforcement practices. Where country-specific rules impose heightened obligations or restrict certain Services, those conditions shall apply solely to Clients subject to the relevant legal regime.

1. United Kingdom (UK)

1.1 XBase’s regulated partners operating in the UK are authorized and supervised under the Financial Services and Markets Act 2000 and the Payment Services Regulations 2017 (SI 2017/752) as amended by post-Brexit statutory instruments.

1.2 Clients subject to UK law should note:

Safeguarding requirements under PSRs apply to fiat account services
Marketing cryptoassets to retail users is restricted by FCA rules, including rules under PS22/10
The Financial Promotions Regime applies to authorized communications related to digital asset services
Stablecoins intended for payment use may be regulated under future legislation such as the Financial Services and Markets Bill

1.3 No client relationship with XBase should be interpreted as constituting a financial promotion within the meaning of section 21 FSMA unless explicitly authorized.

2. European Union (EU)

2.1 EU-based Clients must assess their activities under:

The Markets in Crypto-Assets Regulation (MiCA – Regulation (EU) 2023/1114)
The Second Electronic Money Directive (EMD2)
The Payment Services Directive 2 (PSD2 – Directive (EU) 2015/2366)
The General Data Protection Regulation (GDPR – Regulation (EU) 2016/679)

2.2 XBase and its partners may provide services from Lithuania, Ireland, or other EU member states under passporting regimes (prior to MiCA implementation).

2.3 MiCA introduces licensing requirements for Crypto-Asset Service Providers (CASPs), stablecoin issuers, and white-label wallet providers, including:

Custodial segregation and safeguarding standards
Disclosure obligations for asset reference tokens (ARTs) and EMTs
Marketing, governance, and complaints-handling mandates

2.4 Clients interacting with EU residents are expected to adopt appropriate licensing strategies, consumer protection mechanisms, and MiCA-aligned disclosures as applicable.

3. United Arab Emirates (UAE)

3.1 XBase Services made available to Clients in the UAE may be governed by one of the following regulatory environments:

The Virtual Assets Regulatory Authority (VARA) of Dubai
The Abu Dhabi Global Market (ADGM) under FSRA supervision
UAE Central Bank regulations on stored value facilities and payments

3.2 Clients engaging with the UAE market should be aware of:

VARA Rulebooks on Custody, Exchange, Lending, and Broker-Dealer services (2023 edition)
ADGM’s DLT Foundations Framework and MTF/CASP licensing schemes
Emirate-specific and federal AML/CFT laws requiring UBO declarations and suspicious transaction reporting

3.3 XBase may restrict certain activities (e.g., token sales, lending, staking) unless the Client obtains relevant VARA or FSRA approvals.

4. United States (US)

4.1 XBase does not currently offer Services to US residents, persons, or entities unless explicitly agreed in writing. This includes:

Persons subject to the jurisdiction of the Securities and Exchange Commission (SEC) or the Commodity Futures Trading Commission (CFTC)
Money Services Businesses (MSBs) requiring FinCEN registration
State-by-state money transmitter licensure obligations

4.2 Clients must ensure:

Their use of XBase does not breach OFAC sanctions
They do not market, promote, or white-label the Services to US-based individuals or institutions
No data hosting, exchange, or flow includes personally identifiable information of US residents without appropriate safeguards under US privacy laws (e.g., CCPA, GLBA)

5. Canada

5.1 Canadian clients may be subject to:

FINTRAC registration for MSBs
Securities laws under Canadian Securities Administrators (CSA) for crypto asset trading platforms
Provincial requirements, including Québec AMF and Ontario OSC guidance

5.2 Activities that may trigger regulation include:

Custody of client funds
Operating a marketplace for digital assets
Offering derivatives, leverage, or lending instruments involving cryptoassets

6. Switzerland

6.1 Clients in or interacting with Switzerland must assess obligations under:

FINMA guidance on blockchain and DLT applications
The Swiss Financial Services Act (FinSA)
The Anti-Money Laundering Act (AMLA)

6.2 Non-custodial activities may be exempt, but Clients offering exchange, payment, or wallet services must consider SRO registration or licensing under Swiss law.

7. Other Jurisdictions

7.1 XBase continues to monitor legal developments in Singapore (MAS PS Act), Hong Kong (SFC licensing), Australia (ASIC and AUSTRAC rules), and other G20 and FATF-aligned markets.

7.2 Clients should assess whether local crypto-specific legislation or traditional finance regulations (e.g., e-money, remittance, crowdfunding, capital markets) impact their deployment of XBase Services.

7.3 XBase may issue supplemental addenda for new jurisdictions as Services are expanded or new guidance is issued.

This Annex is subject to periodic review and legal update. Clients are expected to independently monitor legal developments and update their risk framework and compliance architecture accordingly.

Annex K – Definitions

The following definitions apply to these Unified Terms and Conditions and each of the accompanying Schedules and Annexes. Capitalized terms used throughout this Agreement shall have the meanings set out below unless otherwise stated or required by the context.

“Account” means the Client’s registered profile and technical configuration maintained by XBase to access the Services, including associated wallet addresses, credentials, and permissions. The term may also refer to sub-accounts and joint-accounts, as such may be offered as part of the Services from time to time.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

“Annex” means any supplementary document attached to or incorporated by reference into these Terms, including but not limited to Fee Schedules, Risk Statements, and Jurisdiction-Specific Terms.

“API” means any application programming interface provided by XBase to enable machine-to-machine access to platform services, data, transaction submission, and event monitoring.

“Applicable Law” means all laws, regulations, directives, decisions, circulars, ordinances, judgments, or official guidance applicable to the provision or use of Services, including those issued by financial regulators, central banks, or supervisory authorities in any relevant jurisdiction.

“Atomic Swap” means a cryptographic mechanism that allows two parties to exchange assets across different blockchains without intermediaries, ensuring that either both transfers occur or neither does.

“Auto-Conversion” means a feature that allows incoming payments in a specific currency or Virtual Asset to be automatically exchanged into a target currency or asset based on pre-set Client preferences.

“Balance Sweeping” means the automatic transfer of funds or assets from various sub-accounts or wallets into a centralized treasury account to optimize liquidity and operational efficiency.

“Banking Partner” means any licensed credit institution, EMI, or PSP used by XBase to facilitate fiat account services, settlements, or safeguarding in accordance with applicable law.

“Bilateral Execution” means a direct transaction structure where the Client trades with a counterparty (e.g., XBase or its liquidity partner) without order book aggregation or multilateral matching.

“Business Day” means any day other than a Saturday, Sunday, or public holiday in the location of XBase’s primary operations, on which commercial banks are open for business in the applicable jurisdiction in which the respective entity providing the Service is registered.

“Checkout Services” means hosted or embedded interfaces provided by XBase that enable Merchants to accept Virtual Asset or fiat payments from end-customers through online storefronts, QR codes, payment links, or widgets.

“Client” means any legal entity or person that has executed an Order Form or has been onboarded by XBase to receive the Services.

“Client Data” means all data, records, documents, or other information related to the Client and its end-users that is processed, stored, or transmitted in connection with the Services.

“Client Money” means funds in fiat currency received from or on behalf of a Client for the execution of payment or trading transactions, held by a regulated third party on behalf of the Client.

“Co-Branded Environment” means a user experience or interface where both XBase and Partner branding are present, with mutual attribution and disclaimers made visible to end-customers.

“Cold Wallet” means a storage method for Virtual Assets using devices or environments that are completely offline, designed to maximize security by eliminating exposure to external networks.

“Confidential Information” means any non-public information disclosed by one Party to the other, whether in writing, orally, or by any other means, that is marked confidential or would reasonably be understood as confidential by its nature.

“Chargeback” means a reversal of a payment transaction initiated by the issuing bank, card network, or payment processor, typically in response to a customer dispute, unauthorized transaction, or regulatory request.

“Currency Conversion” means the process of exchanging one fiat currency or Virtual Asset into another, whether manually executed or automatically processed via the Platform.

“Custodial Wallet” means a digital wallet managed and controlled by XBase or its third-party providers on behalf of a Client, allowing for the storage, transfer, and settlement of Virtual Assets.

“Custody Services” means any wallet, safekeeping, or asset-holding service provided by XBase as described in Schedule 3, whether through segregated or omnibus infrastructure.

“Developer Portal” means the web-based interface provided by XBase through which Clients may access technical documentation, manage API credentials, view usage analytics, and submit support requests.

“Digital Asset” or “Virtual Asset” (VA) means a cryptographically secured representation of value or contractual rights that uses distributed ledger technology and may be transferred, stored, or traded electronically.

“Dispute” means any disagreement, controversy, or claim arising out of or in connection with these Terms or the Services, including any question regarding their existence, validity, interpretation, or termination.

“Embedded Finance” means the integration of financial services or capabilities directly into the digital products, workflows, or platforms of a non-financial Partner, using XBase’s APIs or modules.

“EMI” means an Electronic Money Institution, authorized under applicable financial services law to issue e-money and provide regulated payment services.

“Endpoint” means a specific URL or interface component of the API through which a Client can submit or retrieve data, trigger actions, or receive responses from the XBase Platform.

“Escrowed Transfer” means a transaction that involves temporarily locking assets in a third-party-controlled or smart contract-based mechanism until specific conditions are met.

“Fee Schedule” means the pricing model applicable to the Services, as set out in Annex A or as otherwise agreed in an Order Form.

“FIAT” means government-issued legal tender such as USD, EUR, or GBP, as opposed to digital or Virtual Assets.

“Force Majeure” means an event beyond the reasonable control of a Party, including acts of God, terrorism, war, civil unrest, power outages, internet disruptions, bank failures, blockchain malfunctions, or regulatory action.

“FX Spread” means the difference between the rate quoted to the Client for a currency conversion and the prevailing mid-market or reference rate for that currency pair.

“Group” means, with respect to any entity, that entity and its Affiliates.

“Hosted Payment Page (HPP)” means a payment interface hosted by XBase that allows end-customers to complete transactions in a secure and branded environment on behalf of a Merchant.

“Hot Wallet” means a wallet connected to the internet and used for real-time transactions or active trading of Virtual Assets, offering greater liquidity but higher exposure to risk.

“HSM (Hardware Security Module)” means a dedicated hardware device used to securely manage, generate, and store cryptographic keys in wallet configurations.

“Hybrid Settlement” means a multi-stage or multi-channel asset delivery mechanism involving combinations of custody, wallet transfers, margin components, or manual reconciliation.

“IBAN” means International Bank Account Number, a globally recognized identifier used for international bank transfers, as applicable to fiat settlement accounts.

“Intellectual Property” means all patents, trademarks, trade secrets, copyrights, software, databases, designs, know-how, and other proprietary or intellectual property rights belonging to or licensed by XBase.

“Invoice” means a payment request generated by the XBase Platform or via API, specifying the transaction amount, currency, reference ID, and expiration parameters to guide settlement by the end-customer.

“KYC/KYB” means Know-Your-Customer or Know-Your-Business procedures, conducted to confirm the identity, legal existence, and regulatory eligibility of Clients and their beneficial owners.

“Liquidity Dashboard” means a tool provided by XBase displaying real-time views of a Client’s treasury balances, currency exposures, conversion history, and actionable insights across wallets or sub-accounts.

“Liquidity Provider (LP)” means a regulated or institutional counterparty that offers executable quotes or fills orders submitted by XBase on behalf of the Client.

“Matched Counterparty” means a third party introduced or coordinated by XBase to complete a specific OTC transaction through a bilateral structure.

“Merchant” means a Client that receives payments from end-customers through the POS or Checkout Services.

“Merchant Portal” means the web-based dashboard or interface provided by XBase that allows Merchants to manage their payment activity, monitor settlements, configure POS Devices, and view reports.

“Multisignature Wallet (Multisig)” means a wallet that requires multiple private keys to authorize a transaction, used to improve security and enforce policy-based controls.

“Omnibus Structure” means a wallet or account setup in which multiple Clients’ assets are pooled together, while XBase maintains off-chain records of individual entitlements.

“Omnibus Wallet” means a shared wallet infrastructure where Virtual Assets of multiple Clients are pooled together, with internal ledgering by XBase to track Client entitlements.

“Onboarding” means the process by which a prospective Client is reviewed, verified, and approved to access XBase Services, including the submission of documentation, due diligence, and acceptance of terms.

“Order Form” or “Service Order” means a written agreement, contract, or electronic record executed by the Client and accepted by XBase specifying the particular Services, pricing, terms, or custom conditions.

“Partner” means a Client or counterparty that integrates or distributes XBase services on a white-label, embedded finance, or reseller basis under Schedule 8.

“Partner Dashboard” means a secured administrative interface provided by XBase that allows White Label Partners to monitor performance, access sub-user data, configure services, and manage operational settings.

“Payout” means the disbursement of net settlement funds from XBase to a Merchant’s designated bank account or digital wallet, following the deduction of applicable fees, reserves, refunds, or chargebacks.

“Payment Instruction” or “Transaction Instruction” means a request from the Client to initiate a transfer, deposit, withdrawal, or conversion, submitted via the Platform or API.

“Personal Data” means any information that relates to an identified or identifiable natural person, as defined by applicable data protection law.

“Platform” means the underlying systems, infrastructure, APIs, and user interfaces developed and operated by XBase to deliver the Services.

"POS" or "Point-of-Sale" refers to terminal and software solutions that enable merchants to accept in-person or online payments.

“POS Device” means a physical terminal or mobile-enabled application used by Merchants to accept payments from end-customers at the point of sale, whether through QR codes, card readers, or other interfaces.

“POS Services” means point-of-sale payment acceptance services provided by XBase, as described in Schedule 4, including any associated devices, terminals, or merchant portals.

"Privacy Laws" means all applicable data protection laws and regulations including GDPR, UK DPA 2018, and any equivalent legislation.

“Privacy Policy” means the XBase policy governing the collection, use, and protection of personal data, as referenced in Annex C.

“Program Manager” means a technical and contractual intermediary coordinating between the Client and one or more regulated institutions to facilitate access to Services without holding regulatory permissions directly.

“PSP” means a Payment Service Provider, including institutions authorized to provide account issuance, transfer, and settlement services under relevant laws.

“Principal Capacity” means the execution of a trade where XBase acts as the buyer or seller on its own behalf, rather than as agent for the Client.

“Quote” means a price or rate provided by XBase to the Client for a transaction or service, which may be indicative or executable within a specified validity window.

“Quote Validity Window” means a specific period during which a quoted price or rate remains binding and executable for a Client transaction.

“Rate Limit” means a threshold applied by XBase to restrict the number of API requests a Client may make within a defined time period, designed to maintain platform stability and prevent abuse.

“Rebalancing” means the act of shifting funds or asset allocations across different currencies or wallets to maintain a target risk profile, reserve ratio, or operational threshold.

“Reseller Agreement” means a commercial agreement between XBase and the Partner that governs the terms, obligations, revenue share, and operational rights associated with distributing or integrating XBase Services under a white-labeled model.

“Reserve” means a portion of Merchant proceeds temporarily withheld by XBase to cover potential liabilities, including chargebacks, refund claims, or regulatory exposure, and released subject to predefined conditions.

“Retry Mechanism” means the automated logic that allows a transaction to be retried or completed after an initial failure due to underpayment, timeout, or system disruption, using fallback or top-up flows.

“RFQ (Request for Quote)” means a method of trade initiation in which the Client requests a price from XBase or its liquidity partners and decides whether to execute based on the received quote.

“Safeguarding Institution” means a third-party EMI, PSP, or bank engaged by XBase to hold Client Money in accordance with applicable safeguarding or segregation regulations.

"Sanctions List" means any list of prohibited or restricted persons or entities issued by the United Nations, OFAC (U.S.), EU, UK, or other competent sanctions authorities.

“Sandbox Environment” means a simulated version of the XBase Platform provided for development and testing purposes, which does not involve real funds or live transactions and may include artificial data or throttled functionality.

“Schedule” means any of the modular service-specific sections of the Unified Terms and Conditions, numbered 1 through 8.

“Segregated Wallet” means a wallet that is assigned exclusively to a specific Client, with on-chain traceability and separation from other Clients’ holdings.

“Services” means all products, solutions, and functionality made available to the Client by XBase under these Terms, including but not limited to Banking, OTC Trading, Custody, POS, Checkout, FX, API, and Embedded Finance.

“Session Expiry” means the configured time period after which an unpaid Checkout invoice becomes invalid, and payment is no longer accepted unless regenerated or extended.

“Settlement” means the completion of a financial or virtual asset transaction, including the final transfer of funds, assets, or balances from one Party to another.

“Sub-User” means an end-customer, business, or account holder managed by the Partner under a White Label or Embedded Finance arrangement, to whom certain Services are indirectly extended.

“Testnet” means a dedicated blockchain environment used for testing Virtual Asset transactions without real-world value, enabling Clients to validate integration logic and simulate transaction flows.

“Top-Up Link” means a supplementary payment request sent to the end-customer when the original Invoice was underpaid, allowing them to complete the required amount within a defined period.

"Transaction" means any credit, debit, currency conversion, deposit, or payment processed through the Services.

“Transaction History” means the chronological record of payments processed through XBase Services, accessible to Merchants via the Merchant Portal, and including timestamps, amounts, transaction status, and reference identifiers.

“Treasury Services” means operational and financial tools provided by XBase to support Clients’ liquidity management, FX execution, asset allocation, and settlement planning across fiat and digital currencies.

"User" means any individual authorized by the Client to access or use the Services on its behalf.

“Wallet” means a digital address, software, or custodial infrastructure provided or supported by XBase for the storage and transfer of Virtual Assets on behalf of a Client.

“Webhook” means a server-side notification mechanism that enables XBase to automatically send event updates or transaction alerts to a Client-defined URL in real time, based on predefined triggers.

“White Label Partner” means a Client or third-party authorized by XBase to deploy its Services under a fully branded or co-branded model, maintaining control over customer experience, onboarding, and primary communications.

“White Label Services” means co-branded or private-labeled versions of the Services, including customized UI, platform access, and API wrappers, provided to Partners under Schedule 8.

“Whitelisting” means a security process allowing only pre-approved wallet addresses to receive withdrawals or transfers from a Custody Wallet.

This Annex may be updated from time to time to reflect new terminology or structural revisions across the Terms and Conditions. In case of inconsistency, the definitions in this Annex shall prevail unless explicitly overridden in a Schedule or Order Form.