Terms and Conditions

Trans-Fi UAB - Payments (Platform) Terms and Conditions of Use

Effective Date: Oct'24

This document outlines the terms and conditions (“Terms”) that govern the use of the Services provided by TransFi. These Terms apply specifically to the Platform Clients, Merchants, Sub-Merchants and End Users. By using our Services, you agree to these Terms, as well as our Privacy Policy. If you do not agree to any part of these Terms, you are not permitted to use the Services or access the Platform.

By accessing or using the Services through the Platform, you expressly agree that you have read, understood, and accepted all of the terms and conditions contained in these Terms, as well as our Privacy Policy and Cookie Policy.

If you do not agree to any of the terms and conditions in these Terms, or any subsequent modification to these Terms, you will not be permitted to use the Services.

1. 定義

This section defines the key terms used in these terms and conditions.

• Account: A Client's registered profile with TransFi, opened within the Platform to access the  Services available on the Platform.
• AML: Anti-Money Laundering - checks and processes implemented by financial institutions and regulated entities to detect, prevent, and report money laundering activities. This includes transaction monitoring (fiat and Digital Assets), risk assessments, and adherence to local regulations.
• Applicable Law: All applicable laws, statutes, statutory instruments, rules, regulations, judgments, decrees, regulatory guidelines, codes of practice or other requirements of regulatory authorities in any jurisdiction from time to time in force and binding on a Party.
• Chargeback, Fraud Recall: The reversal of a transaction or request for repayment in respect of a transaction previously settled and/or remitted that comes from the issuing bank, payment networks, payment service providers or other financial institutions.
• Client, you, your: A legal entity/business identified under the AML/CTF identification requirements as per local regulations, verified by TransFi, that uses our Services to collect payments, make payouts, or facilitate cross-border transfers.
• CTF: Counter-terrorist financing, or combating the financing of terrorism (CFT), are laws and regulations that aim to stop the illegal financing of terrorism and terrorist-related activities.
• Digital Assets: means stable coins, USDT and USDC
• EDD: Enhanced Due Diligence.
• End User: Individuals or legal entities that are the end users of Merchants who interact with the Services provided. 
• KYB: Know Your Business - a process of identification under the AML/CTF requirements, including additional checks such as email age check, Sardine check, internet profiling, adverse media, and sanctions screening.
• Merchant: A legal entity that has a contractual relationship with TransFi’s Client and which may be subject to AML/CTF identification requirements as per local regulations, verified either by TransFi or the Client.
• Platform: TransFi’s product platform that enables the Client, the  Client’s customer or the End User of the  Client’s customer to register an Account with TransFi and use the Services.
• PEP: Politically Exposed Person.
• Services: All services provided by TransFi in connection with the Pay-in and Pay-out  products.
• Sub-Merchant: A legal entity that is a client of a Merchant and may be subject to AML/CTF identification requirements, verified either by TransFi or the Merchant.
• TransFi, us, we, our: Trans-Fi UAB, the provider of the Services.
• Transfi.com: The Internet website of TransFi.
• User: An individual or legal entity entering into a Business Services Agreement with TransFi and/or sets up a User Account with TransFi and uses the Services provided.
• Wallet: A wallet is a digital tool that stores and manages cryptocurrency keys, allowing users to access their coins.

2. Legal relationship between TransFi and the Client

These Terms are between TransFi and you only, and do not grant enforcement rights to third parties. You acknowledge and agree that TransFi only has a contractual relationship with you. TransFi disclaims all liability to your Merchants, Sub-Merchants and End Users.

However, these Terms set out requirements for not only you, but also any Merchants, Sub-Merchants and End Users when using the Services. Where specific requirements apply only to a specific party, these Terms will make that clear. You acknowledge and agree that you are responsible for ensuring that Merchants, Sub-Merchants and End Users comply with these Terms.

As a service provider, we can transfer our rights in these Terms to any member of our Group without your consent. We will tell you if we do this. As these Terms are personal to you and we need to know details about your business when we provide Services to you, you cannot transfer your rights without our written consent.

3. Requirements for accessing and using the Services

To access and use the Services provided by TransFi, you must meet the following requirements:

• Client, Merchant and Sub-Merchant requirements: Clients that enter into agreements with TransFi to use the Services for processing payments must:

• Complete a KYB verification process conducted by TransFi. This process will include the submission of personal or business identification documents, proof of address, and other relevant information to verify your identity and ensure compliance with legal and regulatory requirements.
• Comply with all Applicable Law and industry standards related to the use of payment services and the handling of financial transactions in their respective jurisdictions.

• End User Requirements: some text
  • Individuals or entities receiving payments through the Services—may be subject to KYC if required by TransFi or Applicable Law. End Users must comply with all Applicable Law.
  • Individuals must be at least 18 years of age or the legal age of majority in their jurisdiction and possess the legal capacity to enter into binding agreements. The upper limit for age is 70 years beyond which TransFi restricts the usage of the User. 
  • If the individual is using the Services on behalf of an entity, the individual must have the authority to act on behalf of that entity. 

4. Services Provided

TransFi shall provide the Services related to the following products:

• Pay-in:

• Our Pay-in product enables the following to collect payments in fiat:some text
  1. Clients to collect payments from their Merchants and End Users
  2. Merchants to collect payments from their Sub-Merchants and End Users
• The payment is collected by sending a payment link for payment in fiat and settling in stablecoins with ease from anywhere across the world.  

• Pay-out:

• Our payout product enables our Clients, Merchants or Sub-Merchants to pay their employees, vendors, freelancers and trade partners globally in fiat or stablecoins across the world.
• Operational Details:  The payout could be fiat-to-stablecoin, stablecoin-to-fiat, stablecoin-to-stablecoin or fiat-to-fiat. Funds would, in this product, come from the bank account of TransFi’s Client.

5. TransFi’s responsibilities, obligations and rights 

Complaints, issues or disputes handling responsibilities

• TransFi is responsible for handling any complaints, issues or disputes arising in respect of the Services which you raise.
• The primary port of call for addressing complaints, issues or disputes from Merchants, Sub-Merchants and End Users is the entity that is the first port of Account creation and KYC/KYB. In instances where TransFi is not the first port of Account creation and KYC/KYB, the Merchant, Sub-Merchant and End User will manage complaints, issues or disputes arising in respect of the Services, and direct those to TransFi where we need to address issues.

AML due diligence TransFi responsibilities

• TransFi is responsible for conducting compliance checks on Clients, Merchants, Sub-Merchants and End Users. This is subject to the Business Services Agreement between TransFi and you. The compliance checks include but are not limited to:

• KYC/KYB: TransFi has set up data collection, verification, analytics, investigation and reporting processes within the standards of AML regulations through its KYB and KYC framework and ensures verification through the same. Clients, Merchants, Sub-Merchants and End Users are all subjected to the same.
• Internet profiling
• Sanctions, PEP, adverse media screenings: TransFi will subject Clients, Merchants, Sub-Merchants and End Users to sanctions, PEP and adverse media screenings
• Transaction monitoring on the fiat leg of transactions
• Transaction monitoring on the Digital Asset leg of transactions
• Device and behaviour biometrics
• Email age checker
• Wallet self-certification: To enable accountability and ownership TransFi requires its Clients, Merchants, Sub-Merchants and End Users to provide a Wallet self-certification stating that the particular Wallet belongs to them and any and every transaction conducted using the same is their responsibility. 
• Name matching with IBAN name validation on bank transfers

The specific responsibilities above are subject to the responsibilities agreed upon in the Business Services Agreement between the Client and TransFi.

TransFi reserves the right to hold Clients accountable for any breach of these Terms or any other terms, rules and policies of TransFi or any non-compliance of the same arising from their Merchants, Sub-Merchants or End Users’ actions.

6. Clients’ responsibilities and obligations 

You acknowledge and agree to adhere to all obligations and responsibilities arising out of the Business Services Agreement with you, including but not limited to:

• You remain responsible for all AML due diligence obligations arising out of the Business Services Agreement with You, including, but not limited to:some text
  • Ensuring that end-to-end all KYB/KYC/AML processes are conducted on your Merchants, Sub-Merchants and End Users as required by Applicable Law at the time of the transaction processing;
  • Conducting reasonable monitoring to ensure that the KYC information and documents you maintain for your Merchants and that your Merchants maintain for their Sub-Merchants and End Users, are up-to-date (and not expired) and in compliance with Applicable Law;
  • Conducting sanctions and adverse media screenings on your Merchants. If any of your Merchants and/or owner(s) fail any such screening, you shall ensure that any such Merchant, Sub-Merchant or End Users shall not be allowed to access any Services or submit any transaction to TransFi;
  • Notifying TransFi within three (3) business days if you become aware that any of your Merchants, Sub-Merchants or End Users have failed any AML/KYB/KYC due diligence;
  • Providing us with such information as we require to conduct customer due diligence as is required by Applicable Law, our policies and procedures or as requested by third parties, including third-party service providers that provide services to TransFi upon our request within three (3) business days;
  • Maintaining accurate and up-to-date records of all transactions and related compliance documents so they can be provided on request to TransFi within three (3) business days so TransFi can meet its obligations and comply with Applicable Law;
  • Ensuring that your Merchants and/or Sub-Merchants where applicable,  further to being responsible for conducting all KYC/AML processes on their Sub-Merchants (in the case of Merchants) and End Users (in the case of Sub-Merchants), will, as applicable:some text
    • apply sanctions and adverse media screening on Sub-Merchants/End Users;
    • apply End User device and behaviour biometrics checks;
    • ensure their End Users are aware that they must secure any TransFi Account details, including their User ID and password;
    • monitor the number of transactions and various thresholds/limits, and ensuring they are subjected to EDD for AML and CTF purposes.
• You will ensure that you, Merchants, Sub-Merchants and their End Users comply (where applicable) with the requirements in these Terms and Applicable Law.
• You must actively monitor your Merchants’ activities and take appropriate measures to address any non-compliance or illegal activities. 
• You must ensure that Merchants, Sub-Merchants and End Users are made aware of and acknowledge that they have no contractual relationship with TransFi. As such, any claims or issues arising from your, Merchants, Sub-Merchants or End Users’ use of these Services, including in relation to allegations or claims of fraud, are directed to, handled and resolved by you and TransFi is not liable for any damages, costs or loss incurred by you or them.
• You must ensure that Merchants, Sub-Merchants and End Users are made aware of and acknowledge the risks of using our Services, as set out in section 17 (“Acknowledgment of the Risks”) below.
• You, your Merchants, Sub-Merchants and their End Users, as applicable, have all necessary licences and registrations.
• You must complete and comply with the compliance checks of KYB and AML procedures required by TransFi before you can access and use our Services. This process involves providing necessary documentation and information to verify your identity and business operations.
• You are required to promptly, within three (3) business days, update your KYC/KYB information if there are any changes to their business structure, ownership, financial status, products and/or services, processing arrangements, regulatory licenses and registrations required to sell your products and/or services or contact details, and to cooperate with any periodic reviews or audits conducted by TransFi.

• You must provide accurate, complete, and up-to-date information when setting up your Account with TransFi. This includes details related to business operations, financial information, and any other data required for Account creation and Service provision. You must ensure that all other information that you provide to us must be true, accurate and complete.
• When using our Services, you must ensure that all transaction details provided by you, Merchants, Sub-Merchants and End Users, including payment amounts and recipient information, are accurate and complete. Failure to do so may result in delays, errors, or potential liabilities. The required information includes, but is not limited to,:some text
  • In the case of individuals: First name, last name, date of birth, address, country email address, bank details/Wallet details, purpose of transaction.
  • In the case of legal entities: Legal entity name, registration number, physical address, country email address, bank details/Wallet details, purpose of transaction.
  • In the case of Pay-in transactions: Information about the sender/Account holder making the payment, including, but not limited to, their name, address, email address, account number and other account details.
  • For all transactions: Invoice(s) and reason(s) for the payment.

• It is your responsibility to understand and adhere to Applicable Law requirements pertinent to your industry and jurisdiction. This includes ensuring that all transactions conducted through the Platform are lawful and not intended for illicit activities.
• You must implement and maintain adequate security measures to protect your Account credentials, transaction data, and any other sensitive information.
• You are required to promptly notify TransFi of any suspected unauthorized use of your Account, discrepancies in transactions, or other security concerns.

7. Merchants and Sub-Merchants’ responsibilities and obligations 

You must ensure that Merchants and Sub-Merchants using TransFi's Services accept and acknowledge that they have the following responsibilities:

• AML/KYC due diligence: some text
  • Conducting AML/KYB/KYC checks on Sub-Merchants and/or End Users as applicable in accordance with Applicable Law;
  • Conducting reasonable monitoring to ensure that the KYC information and documents the Merchant or Sub-Merchant maintains for Sub-Merchants and/or End Users (as applicable), are up-to-date (and not expired) and in compliance with Applicable Law;
  • Conducting sanctions and adverse media screenings on Sub-Merchants and/or End Users. If any of the Sub-Merchants and/or owner(s) or End Users fail any such screening, Merchants or Sub-Merchants shall ensure that any such Sub-Merchant or End Users shall not be allowed to access any Services or submit any transaction to TransFi;
  • Notifying TransFi within three (3) business days if they become aware that any Sub-Merchants or End Users have failed any AML/KYB/KYC due diligence;
• Adherence to Client’s or Merchant's terms & conditions, as applicable:

• Merchants and Sub-Merchants must comply with all terms and conditions set forth by the Client and/or Merchant, including any rules, policies, or procedures established for the use of TransFi’s Services.
• Cooperation with Client and/or Merchant: Merchants and Sub-Merchants must cooperate with the Client and/or Merchant as applicable to ensure that all activities and transactions conducted through the Client and/or Merchant’s account are in accordance with the Client and/or Merchant’s terms and conditions and the Terms.

• Compliance with Applicable Law:

• Merchants and Sub-Merchants must comply with all Applicable Law and industry standards in their respective jurisdictions. This includes, but is not limited to, laws related to AML, CTF, data protection, and consumer protection and obtaining and maintaining appropriate financial licenses or registrations, where applicable, including, but not limited to, relevant gambling licenses.
• Merchants and Sub-Merchants are responsible for understanding and adhering to any specific regulatory requirements that apply to their business operations or transactions conducted through the Services.

• Accuracy of Information:

• Merchants and Sub-Merchants must ensure that all information provided to TransFi, the Client and/or the Merchant is complete, accurate and up to date. This includes, but is not limited to, details related to transactions, business operations, and contact information.
• Merchants and Sub-Merchants must promptly notify TransFi, the Client and/or Merchant as applicable of any changes to their business details or operational status that may affect their use of the Services.

• Conduct and Activities:

• Ethical Conduct: Merchants and Sub-Merchants must conduct their activities in an ethical manner and must not engage in fraudulent, illegal, or unethical practices.
• Prohibition of Misuse: Merchants and Sub-Merchants must not misuse TransFi’s Services for any purposes that violate these Terms or any Applicable Law.

• Responsibilities for Transactions:

• Transaction Accuracy: Merchants and Sub-Merchants are responsible for ensuring that all transactions initiated through their Merchant’s account are accurate and properly authorized.
• Resolution of Issues: In the event of any transaction disputes or issues, Merchants and Sub-Merchants should work with TransFi, the Client and/or Merchant as applicable to resolve such matters promptly and in accordance with TransFi, the Client and/or Merchant’s dispute resolution procedures as applicable.

• Security and Confidentiality:

• Account Security: Merchants and Sub-Merchants must take appropriate measures to protect their Account credentials and any sensitive information from unauthorized access or disclosure.
• Confidentiality: Merchants and Sub-Merchants must maintain the Confidentiality of any information received from the Client, Merchant and/or TransFi and must not disclose such information to third parties without proper authorization.

• Additional Responsibilities:some text
  • Cooperation with Audits: Merchants and Sub-Merchants must cooperate with any audits or reviews conducted by the Client, Merchant or by TransFi to ensure compliance with these Terms and Applicable Law.
  • Liability for Actions: Merchants and  Sub-Merchants acknowledge that they are responsible for their own actions and compliance with Applicable Law, and that any non-compliance or illegal activities may result in consequences as determined by the Client, Merchant or TransFi.

8. End Users’ responsibilities and obligations

You must ensure that End Users using TransFi's Services accept and acknowledge that they have the following responsibilities:

• Accurate Information:

• Provision of Correct Details: End Users must provide accurate, complete, and up-to-date information when receiving payments or transfers through TransFi. This includes, but is not limited to, payment addresses, account details, and personal or business information necessary for transaction processing.
• Responsibility to providing required documents: The End User is obligated to provide identification documents and other relevant supporting documents as and when required by TransFi.
• Notification of Errors: End Users must promptly notify the relevant Client/Merchant/Sub Merchant or TransFi of any discrepancies or errors in the received payment or transfer details. Timely communication is essential for the resolution of any issues that may arise.

• Compliance with Laws and Regulations:

• Legal Adherence: End Users must comply with all Applicable Law. This includes, but is not limited to, regulations related to financial transactions, AML, CTF, and data protection.
• No Prohibited Activities: End Users must ensure that their use of TransFi’s Services does not involve or facilitate any illegal, unethical, or prohibited activities. This includes refraining from engaging in transactions that are intended to evade legal obligations or Applicable Law.

• Security and Confidentiality:

• Account Security: End Users are responsible for securing their Account credentials and any other sensitive information related to their transactions. They must take necessary precautions to prevent unauthorized access to their Accounts and report any suspected security breaches to the relevant parties immediately.
• Confidentiality: End Users must keep any information related to their transactions and interactions with TransFi confidential, unless disclosure is required by law or authorized by the involved parties.

• Transaction Validity:

• Authorization: End Users must ensure that all transactions they receive through TransFi are properly authorized and intended. They must review and confirm transaction details to ensure accuracy and validity before accepting or completing transactions.
• Dispute Resolution: In the event of any disputes or issues regarding a payment received or transferred, End Users should follow the dispute resolution procedures outlined by TransFI, the Merchant, Sub-Merchant or Client as applicable.

• Responsibilities for Compliance:

• End Users are responsible for understanding and complying with any legal obligations that apply to their use of TransFi’s Services. This includes ensuring that they do not violate any Applicable Law through their transactions.
• End Users must cooperate with any reasonable requests for information or documentation from TransFi, the Merchant, Sub-Merchant or the Client, particularly if such requests are related to compliance with Applicable Law.

Additional Responsibilities:

• Timely Response: End Users should respond promptly to any communication or requests for information from TransFi, the Merchant, Sub-Merchant or the Client regarding their transactions or Account as applicable.
• Accuracy of Claims: If End Users claim any discrepancies or issues with transactions, they must provide accurate and complete information to TransFi, the Merchant, Sub-Merchant or the Client as applicable to facilitate investigation and resolution.

9. Prohibited and High risk Jurisdictions for TransFi

Jurisdictional Restrictions: TransFi does not provide Services to individuals or entities that are located in, residents of, or nationals of jurisdictions that are subject to international sanctions, embargoes, or are otherwise designated as prohibited by TransFi or relevant regulatory authorities (see Appendix 1 below). These jurisdictions include, but are not limited to, countries listed on sanctions lists maintained by the United Nations, European Union, United States, and other relevant authorities.

Prohibited Use: Clients, Merchants, Sub-Merchants, and End Users expressly confirm that they do not reside in, are not nationals of, and are not currently located in any prohibited jurisdiction. Furthermore, they agree not to use any means, including VPNs, proxies, or other methods, to obscure or falsify their true location or nationality in order to access TransFi’s Services.

EDD Requirements: TransFi may, at its discretion, impose EDD requirements for Clients, Merchants, Sub-Merchants and End Users located in jurisdictions that are considered high-risk or subject to heightened regulatory scrutiny (see Appendix 1 below). These jurisdictions may be identified based on international regulatory guidelines or TransFi’s internal risk assessment.

Obligation to Comply: Clients, Merchants, Sub-Merchants and End Users located in EDD jurisdictions agree to comply with all additional verification, documentation, and reporting requirements as determined by TransFi. Failure to comply with these requirements (set out below) may result in the suspension or termination of access to TransFi’s Services.

•  Confirmation and Acknowledgment:

• Express Confirmation: By using TransFi’s Services, Clients, Merchants, Sub-Merchants, and End Users expressly confirm that they are not located in, residents of, or nationals of any prohibited jurisdiction, and they acknowledge that providing false information regarding their location or nationality is a violation of these Terms.
• Prohibition of Falsification: Clients, Merchants, Sub-Merchants, and End Users agree not to use VPNs, proxies, or any other means to misrepresent or conceal their true location, nationality, or residence in order to circumvent these jurisdictional restrictions.
• Consequences of Violation: Any violation of this clause, including the provision of false information or the use of methods to obscure true location or nationality, may result in the immediate suspension or termination of access to the Services, and may subject the violator to legal action or reporting to relevant authorities.

• Monitoring and Enforcement:

• Ongoing Monitoring: TransFi reserves the right to monitor and verify the location, nationality, and residency of Clients, Merchants, Sub-Merchants and End Users on an ongoing basis to ensure compliance with this clause.

10. Fees and Charges

TransFi provides a range of Services to Merchants, Sub-Merchants and End Users, each of whom may incur various fees and charges. The following outlines the fee structures applicable to each party:

• Merchant fees:

• Fee Schedule: Merchants are responsible for any fees associated with the use of the Services, as detailed in our fee schedule. This includes, but is not limited to, fees for processing payments, payouts, and cross-border transfers.
• Fee Structure: The specific fees applicable to Merchants are outlined in the TransFi fee schedule, which is available on our website or provided upon request. These fees may include transaction fees, conversion fees, service fees, and any other charges related to the use of our Services.
• Payment of Fees: Fees will be deducted from the Merchant’s Account or billed separately, as applicable. Merchants are responsible for ensuring that their Account has sufficient funds to cover any fees incurred.

• Sub-Merchant fees:

• Fees Determined by Merchant: Sub-Merchants may incur fees as determined by their Merchant. These fees may be associated with the use of the Merchant’s Account or Services and are typically outlined in the agreement between the Merchant and the Sub-Merchant.
• Fee Transparency: Sub-Merchants should consult with their Merchant to understand any fees that may apply to their transactions or Account activities.

• End User fees:

• Potential Fees: End Users may incur fees for receiving payments or transfers, depending on the policies of the Merchant from whom they receive payments. These fees could be related to transaction processing, currency conversion, or other service charges.
• Fee Disclosure: The Merchant is responsible for disclosing any applicable fees to End Users prior to completing a transaction. End Users should review the Merchant’s fee policies to understand any potential costs associated with receiving payments or transfers.
• Deduction of Fees: Any fees incurred by End Users may be deducted from the payment or transfer amount, or billed separately, depending on the Merchant’s policies.

Additional Information:

• Changes to Fees: TransFi reserves the right to change the fee structure and update the fee schedule at any time. Clients, Merchants, Sub-Merchants and End Users will be notified of any changes to fees in advance, and such changes will apply to transactions processed after the effective date of the change.
• Dispute of Fees: Any disputes regarding fees should be addressed in accordance with the dispute resolution procedures outlined in these Terms. Clients, Merchants, Sub-Merchants, and End Users should promptly report any discrepancies or concerns regarding fees to TransFi for resolution.

By using TransFi’s Services, all parties acknowledge and agree to the fees and charges applicable as outlined in the fee schedule and any agreements with Clients, Merchants and/or Sub-Merchants as applicable. 

It is the responsibility of the Client to ensure that the Client, Merchants, Sub-Merchants and End Users review and understand the fee structure related to their use of TransFi’s Services.

11. Responsibilities and obligations for Chargebacks and Fraud Recalls

The reasons for Chargebacks and Fraud Recalls include (but are not limited to):

(a) the transaction amount not being authorized;

(b) the User, End User or cardholder alleging:

• non-participation in the transaction; or
• non-authorization of the use of card; or
• non-receipt of goods and/or services purchased;

(c) cancelled or uncompleted pre-authorized transaction; or

(d) suspected fraud on the card.

• Client responsibilities and obligations:

• Oversight of Merchant Activities: Clients are responsible for ensuring that their Merchants, Sub-Merchants and End Users comply with the applicable Chargeback and Fraud Recall procedures. Clients must monitor their Merchants' activities and ensure they have appropriate measures in place to manage these issues effectively.
• Handling of Chargebacks: Clients are responsible for responding to and resolving Chargebacks initiated by Merchants, Sub-Merchants or End Users as applicable. This includes ensuring that Merchants, Sub-Merchants and End Users provide all necessary documentation to the Client, Merchant, Sub-Merchant or TransFi to dispute the Chargeback as applicable.
• Liability for Merchant Chargebacks: Clients may be held liable for any Chargebacks or Fraud Recalls associated with their Merchants, Sub-Merchants or End Users and related costs, including but not limited to any fees, penalties, administrative costs imposed by TransFi or a third party or fees related to resolving any disputes. If a Merchant, Sub-Merchant or End User fails to cover the costs of a Chargeback or Fraud Recall, the Client will be responsible for these expenses, including any fees, penalties, or administrative costs.
• Cost Management: Subject to the agreements between the parties, Clients have the right to recover costs related to Chargebacks and Fraud Recalls from their Merchants, Sub-Merchants or End Users as applicable. However, Clients are ultimately responsible for any costs related to Chargebacks and Fraud Recalls which TransFi incurs, including, but not limited to, legal fees, administrative costs and other expenses.
• Risk Mitigation: Clients are encouraged to implement and maintain risk mitigation strategies to minimize the occurrence of Chargebacks and Fraud Recalls. This includes conducting regular audits, enforcing KYC/KYB procedures, and utilizing fraud detection systems.

‍

12. Transaction Security

Ensuring the security of transactions and Account information is paramount. This section outlines the responsibilities of Clients, Merchants, Sub-Merchants and End Users regarding transaction security when using the Services.

TransFi employs robust security measures to protect User data and transaction integrity. However, it is important to understand that no system can be completely immune to security threats. TransFi’s security measures are designed to minimize risks and safeguard information to the best extent possible.

You acknowledge and agree that you are responsible for ensuring that you, Merchants, Sub-Merchants and End Users as applicable agree and acknowledge that you or they may be held liable for any loss or damage resulting from that party’s failure to maintain the security of their Account(s) or their failure to report security issues in a timely manner.

• Client, Merchant and Sub-Merchant Security:

• Account Protection: Clients, Merchants and Sub-Merchants are responsible for maintaining the security of their TransFi Account, including safeguarding their login credentials, passwords, and any other authentication information.  Clients must implement adequate security measures to prevent unauthorized access to their Account(s).
• Security Practices:  Clients, Merchants and Sub-Merchants should employ best practices for online security, such as using strong, unique passwords, enabling Multi-Factor Authentication where available, and regularly updating their security protocols.
• Monitoring and Alerts:  Clients, Merchants and Sub-Merchants are responsible for monitoring their Account activity and transactions for any suspicious or unauthorized activities. They should set up and review security alerts provided by TransFi or other security tools.
• Notification of Security Issues:  Clients, Merchants and Sub-Merchants must immediately notify TransFi of any security breaches, unauthorized access, or suspicious activities related to their Account(s). Prompt reporting is essential to mitigate potential risks and protect the integrity of the Services.

• End User Security:

• Protecting Account Information: End Users should take reasonable precautions to protect their Account information, including their login details, passwords, and any other sensitive data. They should avoid sharing this information and use secure methods to access their Account(s).
• Regular Reviews: End Users should regularly review their Account statements and transaction history to identify any discrepancies or unauthorized transactions. They should ensure that their contact information is updated to receive important security notifications.
• Notification of Unauthorized Transactions: End Users must promptly notify TransFi and their Merchant/Sub-Merchant/Client of any suspected unauthorized transactions, discrepancies, or security concerns. Immediate reporting helps to address and resolve issues quickly.
• Security Practices: End Users are encouraged to use secure internet connections, avoid accessing their Accounts from public or unsecured networks, and employ up-to-date antivirus software to protect their devices.

13. Data Protection and Privacy

 TransFi is committed to keeping your personal data safe. We process personal data in accordance with applicable data protection legislation and we use cookies to understand how users interact with our Services and how we can improve them. Please read our privacy policy to understand how we use and protect the information you provide us. A copy of our privacy policy can be accessed here: 

14. Limitation of Liability and Indemnification

Limitation of liability

To the fullest extent permitted by law, TransFi's liability in connection with the use of our Services is limited as follows:

• Neither TransFi, nor any of its directors, employees or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision of the Services, save that nothing in these Terms shall exclude or restrict any liability of TransFi resulting from:

1. Death or personal injury
2. For fraud; or
3. Any statutory liability not capable of limitation.

• TransFi shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use of our Services. This includes, but is not limited to, loss of profits, loss of data, loss of opportunities, loss of business, loss of savings, loss of goodwill, loss of Digital Assets, claims by third parties, howsoever caused, even if caused by TransFi’s negligence and/or breach of contract and even if such loss was reasonably foreseeable or TransFi had been advised of the possibility of such loss.
• TransFi disclaims all liability associated with the use of Digital Assets, including:

1. Unknown, inherent technical defects;
2. Regulatory or legislative changes; and
3. Currency fluctuation.

• TransFi shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. It is your responsibility to use a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from TransFi.
• TransFi is not liable for any damages or losses arising from the use of third-party services or platforms that may be integrated with or accessed through our Services. This includes any failures, disruptions, or errors associated with third-party services or platforms.
• TransFi shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to, acts of God, natural disasters, war, terrorism, strikes, or other events that are outside of TransFi's control.

By using the Services, you acknowledge and agree to the limitations of liability set forth in this section. You understand and accept that your use of our Services is at your own risk, and that TransFi’s liability is limited as specified above.

Nothing in these Terms is intended to limit or exclude any liability that cannot be limited or excluded by Applicable Law.

Indemnification

You indemnify and hold us, our affiliates, our parent company, our subsidiaries, members, directors, partners, officers, employees, contractors and agents harmless from and against any loss, liability, claim, demand, damages, costs, expenses (including legal fees) which may arise from or in connection with the Services, any content on the Services shared by you or other users, any third party websites or resources found through the Services, any users of the Services, or any breach of  these Terms, Applicable Law or any law or regulation in any jurisdiction.

15. Limitation of Liability Related to Use of External Providers

• External Providers:some text
  • Collaboration with External Providers: TransFi utilizes External Providers, including banks, financial institutions, and other payment service providers, to facilitate the delivery of our Services. These third parties may be involved in various aspects of the payment process, including processing transactions, currency conversion, and settlement.
  • Selection of External Providers: TransFi exercises due diligence in selecting External Providers to ensure reliability and compliance with Applicable Law. However, the performance of these External Providers is outside of TransFi's direct control.
• Limitation of Liability:some text
  • No Liability for Delays: TransFi shall not be held liable for any delays in the execution of transactions or the delivery of Services that are attributable to External Providers. This includes delays caused by processing times, regulatory requirements, or operational issues experienced by the third party.
  • Non-Execution of Transactions: TransFi is not liable for the non-execution or failed execution of transactions where such failure is due to the actions, omissions, or insolvency of External Providers. This includes instances where the External Provider is unable to process or settle a transaction due to technical issues, legal constraints, or other reasons beyond TransFi's control.
  • Counterparty Risk: TransFi shall not bear any responsibility for losses or damages incurred as a result of counterparty risk associated with External Providers. Counterparty risk includes, but is not limited to, the financial instability, insolvency, or failure of the third party to fulfill its obligations.
  • Limited Recourse: In the event of a dispute or issue with a transaction involving an External Provider, the Client, Merchant, or End User acknowledges that their recourse may be limited to the remedies available under the terms of service of the External Providers. TransFi will, however, provide reasonable assistance in addressing and resolving any such issues.
  • Notification of Issues: Clients, Merchants, and End Users must promptly notify TransFi of any issues or disputes arising from the use of External Providers. TransFi will work with the relevant parties to facilitate a resolution but cannot guarantee the outcome or timing of any resolution efforts.
• Client, Merchant, Sub-Merchant and End User Responsibilities:some text
  • Awareness of External Providers Terms: It is the responsibility of Clients, Merchants, Sub-Merchants and End Users to review and understand the terms and conditions of any external providers involved in their transactions. This includes any fees, processing times, and other conditions that may apply.
  • Assumption of Risk: You acknowledge and agree that by using TransFi's Services, Clients, Merchants, Sub-Merchants and End Users acknowledge and accept the risks associated with the involvement of third-party payment partners. This includes understanding that TransFi's liability is limited as outlined in this clause and that delays or non-execution of transactions may occur.

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16. Suspension or termination of User Account or access to the Services

If TransFi reasonably suspects you, Merchants, Sub-Merchants or End Users to be in breach of these Terms or of engaging in any prohibited activities, including, but not limited to, the activities set out below, then we may, at our sole and absolute discretion, without notice and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate the relevant Account(s) and/or prevent you, Merchants, Sub-Merchants or End Users from accessing our Services. In any such instance, the relevant Account User shall be responsible for any and all losses that result from that suspension or termination.

The prohibited activities are as follows:

• any breach of these Terms;
• any breach of Applicable Law;
• any infringement of any intellectual property or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy;
•  if the User creates or controls access to more than one User Account for itself without our express, written authorization, among other methods, using a false names, temporary email address or phone number, or providing any other falsified personal information;
• any act that is unlawful, libelous, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable (including, without limitation, display any content on our website, or using our Services to transmit content, that contains any hate-related or violent content);
• providing false, inaccurate or misleading information;
• failing to provide documentation that TransFi (or any third party whose services we use in providing the Services to you under this Agreement) reasonably requires in order to comply with its obligations under Applicable Law or to verify your identity and/or funding sources to TransFi’s satisfaction;
• sending or receiving what could reasonably be believed to be (by us or by third parties) potentially fraudulently acquired Digital Assets;
• distributing or facilitating the distribution of viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature or otherwise interfere with, circumvent, disable or attempt to interfere with, circumvent or disable Transfi.com, the Platform or our Services, the proper working of Transfi.com, the Platform or our Services, security features of the Transfi.com, the Platform or our Services, or the equipment connected to the Transfi.com, the Platform or our Services;
• any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
• transmitting or otherwise making available through our Services any unsolicited commercial messages (i.e., spam, junk mail, pyramid schemes, chain letters or similar materials or information);
• interfering with other clients’ enjoyment of our Services;
• exploiting Our Services for any unauthorized commercial purpose;
• reformatting or framing any portion of Transfi.com or the Platform;
• using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Transfi.com or content on other of the Services, or to collect information about our Clients or Users for any unauthorized purpose;
• using any metatags or any other “hidden text” using any of our marks; or
• accessing or using our Services for the purpose of creating a product or service that is competitive with any of our products or Services, including, without limitation, our Services. 

In any such instance, the Account User shall be responsible for any and all losses that result from that suspension or termination.

17. Acknowledgment of the risks

You acknowledge the risks set out in this section and acknowledge and agree that you are responsible for ensuring that Merchants, Sub-Merchants and End Users understand and acknowledge these risks.

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Risk of loss in trading

The risk of loss in trading or holding assets during currency exchanges, including both Digital Asset to fiat and fiat to Digital Asset, can be substantial. You, Merchants, Sub-Merchants and End Users should carefully consider whether trading or holding these assets is suitable for you in light of your/their financial condition. 

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In determining readiness to use our Services, you, Merchants, Sub-Merchants and End Users should be aware of the following:

• When you/they buy, sell, or transfer Digital Assets or fiat, you are dealing with assets that can be digital in nature. As such, like any other digital system, these assets are at risk of being hacked or affected by technical malfunctions. Such issues could result in you losing your assets or experiencing delays in your ability to sell, transfer, or use them.
• The value of Digital Assets and fiat can change rapidly, decrease significantly, and potentially even fall to zero. Factors that may influence these fluctuations include changes in regulatory governance, the introduction of new Digital Assets or changes to existing ones, or alterations in the economic stability associated with fiat currencies.
• Any market or quote may be provided based on quotes from External Providers and may not represent the best quotes or markets available to the Client, Merchant, Sub-Merchant or End User from other sources. 
• Guarantees of profit or freedom from loss are not available. 

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Risk of Digital Assets storage
When using the Services, you will be asked to provide us with the address for your Wallet by either:

• providing a QR code which represents your Wallet address; 
• manually typing your Wallet address; 
• using a Wallet address automatically provided by an External Provider; or

It is your responsibility to provide us with a true, accurate and complete Wallet address when carrying out an order. It is therefore important that the Wallet address that you provide for an order is correct.  You understand and agree that TransFi accepts no liability for you providing an incorrect or inaccurate Wallet address as part of an order.  By providing a Wallet address to us, you confirm that this is the Wallet address that should be used for the relevant order and we will not, and have no responsibility to, check whether you have provided a correct and accurate Wallet address for the order.

You acknowledge and agree, without prejudice to any other terms in this Agreement, that you bear all of the risk of any loss of access to your Wallet(s) and any Digital Assets contained in your Wallet(s). TransFi does not control and is not responsible for the Digital Assets in your Wallet(s). You are solely responsible for any Digital Assets transferred to or from your Wallet(s) and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any such transactions. If you lose your keys to your Wallet(s), you may lose access to your Wallet(s) and any Digital Assets contained in your Wallet(s). TransFi is not liable for fluctuations in the fiat currency value of Digital Assets in your Wallet.

No warranty

• OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TRANSFI AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AFFILIATES AND AGENTS (THE “COMPANY PARTIES”) MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING OUR SERVICES AND ANY PART OF ANY OF THEM (INCLUDING, WITHOUT LIMITATION, OUR SERVICES OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. 
• TRANSFI DOES NOT GUARANTEE THAT:some text
  • ACCESS TO OR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  • USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE
  • OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR
  • THAT ANY DATA THAT ANY USER DISCLOSES WHEN THE USE OUR SERVICES WILL BE SECURE.
• THERE ARE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET. TRANSFI HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO TRANSFI’S GROSS NEGLIGENCE.
• Except for the express statements set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of TransFi’s Services and Platform.

18. No Financial Advice

• Information on the Website or otherwise is provided for general information purposes only. The information in the Website should not be relied upon by you, Merchants, Sub-Merchants or End Users, including when selecting any Services that you/they consider appropriate to meet their needs. You, Merchants, Sub-Merchants and End Users should always check the suitability, adequacy and appropriateness of any Services and/or products and it is your/their their decision as applicable whether to use the Services. If your or they are in any doubt as to the suitability, adequacy or appropriateness of any Services, you or they should seek independent professional advice before using the Services.
• TransFi does not provide any view as to whether a particular transaction or use of the website is suitable for you, Merchants, Sub-Merchants or End Users or meets your/their financial objectives.
• TransFi does not and will not offer, promote or provide any financial advice, investment or financial product advice.
• Nothing on the website shall constitute an offer to provide financial advice, or shall be deemed to constitute, financial advice, investment or financial product advice or recommendation, financial product, or other advice, recommendation or endorsement by us in respect of Services or products.

19. Transmission delays

• The risks of using TransFi’s Services includes interruption of service or delays in service, some of which may be outside of TransFi’s control. This is because some of the Services TransFi provides include services provided by External Providers. While We strive to ensure the reliability and security of all payment methods offered through our Platform, We cannot and do not guarantee the performance, availability, or security of Services provided by third-party service providers.

• TransFi will use good faith efforts to fulfil orders at the time that you place such order, including the applicable fees and costs. However, occasionally, it may be necessary for TransFi to delay the fulfilment of an order until we are able to execute it. In such cases, we will notify you prior to the completion of your order of both:some text
  • The amount of Digital Assets you will receive; and
  • The price at that time (including associated fees and costs).
• TransFi does not have any control over transaction times for the blockchain network, and there may be instances where transaction times may take longer than usual. As such, you accept the risk that an order facilitated by TransFi may be delayed and you confirm that you will not hold TransFi responsible for any losses, damages, or injury arising out of or related to such delay, whether the transaction involves Digital Asset to fiat or fiat to Digital Asset conversions.

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20. Changes to Terms

TransFi may update or modify these Terms from time to time. The following provisions apply to any changes made to these Terms:

• Updates and Modifications:some text
  • Right to Change: TransFi reserves the right to update, modify, or amend these Terms at its sole discretion. Changes may be made to reflect new legal or regulatory requirements, updates to our Services, or other operational needs.
  • Effective Date: Any changes to the Terms will become effective on the date specified in the notice of the update. If no specific date is provided, changes will become effective immediately upon publication on the TransFi website or through other communication channels.
• Notification of Changes:some text
  • Significant Changes: TransFi will notify our Clients and and End Users who directly use TransFi Services of any significant changes to these Terms. Significant changes are those that materially affect the rights or obligations of the parties, such as changes in fees, service terms, or legal compliance. It will be the responsibility of our Clients to, in turn, notify Merchants, Sub-Merchants and their end-users of such changes
  • Method of Notification: Notifications of significant changes may be provided via email, through the TransFi website, or by other reasonable means. It is the responsibility of Client’s Merchants, Sub-Merchants, and End Users to regularly review the Terms and stay informed of any updates.
• Acceptance of Updated Terms:some text
  • Continued Use: By continuing to use TransFi’s Services after the effective date of any changes, you acknowledge and agree to the updated Terms. Continued use of the Services constitutes acceptance of the modified Terms.
  • Refusal of Updated Terms: If you do not agree with the changes to the Terms, you must cease using the Services. Your sole remedy in the event of disagreement with the updated Terms is to discontinue use of the Services.
• Review of Terms:some text
  • Regular Review: It is recommended that you periodically review these Terms to stay informed of any updates. The most current version of the Terms will always be available on the TransFi website.
• Severability:some text
  • If any provision of the updated Terms is found to be invalid or unenforceable, the unenforceable provision will be severed and the remaining provisions will continue to be valid and enforceable.

By using TransFi’s Services, you agree to be bound by the most current version of these Terms and any modifications made thereto. TransFi encourages all Users to regularly check the Terms for updates.

21. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of Singapore. 

All disputes arising out of or in connection with these Terms shall be referred to and finally resolved by an arbitration administered by the Singapore International Arbitration Centre under the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and shall be appointed by TransFi. The law governing this arbitration clause shall be Singapore law. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. 

22. Contact Information

For any questions or concerns regarding these Terms, please contact us at compliance@transfi.com or visit our website at www.transfi.com.

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Appendix 1 - Prohibited and High-Risk Jurisdictions, Sanctions Screening Regimes

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• Prohibited Jurisdictions:

以下は、TransFiの使用禁止地域のリストです：

• アブハジア
• アフガニスタン
• アンゴラ
• ベラルーシ
• ビルマ（ミャンマー）
• ブルンジ
• 中央アフリカ共和国
• Republic of the Congo
• キューバ
• コンゴ民主共和国
• エチオピア
• ギニアビサウ
• イラン
• イラク
• レバノン
• リベリア
• リビア
• マリ
• ナゴルノ・カラバフ
• ニカラグア
• 北朝鮮
• 北キプロス
• ロシア
• サハラ・アラブ民主共和国
• ソマリア
• ソマリランド
• 南オセチア
• 南スーダン
• スーダン
• シリア
• ウクライナ（クリミア地方を含む）
• ベネズエラ
• イエメン
• ジンバブエ

• High risk jurisdictions subject to EDDs:

       Below is the list of high risk jurisdictions subject to EDD for TransFi: 

• Albania
• Barbados
• Burkina Faso
• Cambodia
• Cayman Islands
• Haiti
• Jamaica
• Jordan
• マルタ
• パキスタン
• Panama
• Senegal
• ウガンダ

• Sanctions, PEP, adverse media screenings: TransFi follows the below sanctions regime:some text
  • 外国資産管理局（OFAC）の制裁措置
  • 国連安全保障理事会の制裁リスト
  • 女王陛下（HM）財務省リスト
  • EU統合制裁リスト
  • EUの最重要指名手配警告
  • 産業安全保障局
  • The State Department Foreign Terrorist Organizations List and Non-Proliferation List
  • 米国司法省（FBI、DEA、USマーシャル、その他）
  • Interpol’s Most Wanted
  • CBI List (The Central Bureau of Investigation)

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