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TRANSFI BUSINESS SERVICES AGREEMENT

This TransFi Business Services Agreement, including all appendices, schedules, and attachments hereto (collectively the “Agreement”), is entered into by and between: 

NEOMONEY INC., company registration no. 1000680357; FINTRAC registration no. M24519990, a company incorporated under the laws of Canada with its principal office at 325 Front Street West 2nd floor, Toronto, ON M5V2Y1  (“NEOMONEY”);

“Any merchant, person, or entity that completes the sign-up process and accepts this Agreement by electronic means (the “Customer” or “Client”, and, where the context requires, ‘you’ or ‘your’).”

(NEOMONEY INC. shall be referred to as “Neomoney” “TransFi”,  “Service Provider”, “We”, “Our” and “Us”. Collectively, TransFi and the Customer shall be referred to as the “Parties”' and individually as a “Party”.)

WHEREAS:

• TransFi owns and operates, multiple Products & services as listed in Clause 2 of this Agreement;
• TransFi and the Customer wish to establish a strong collaboration to provide the Customer with access to TransFi Products & Services.
• By ticking the acceptance box and continuing with the sign-up process, the Customer confirms that it has read, understood, and agrees to be legally bound by this Agreement, and represents that the individual or entity providing such acceptance has the authority to bind the Customer. Submission of the sign-up form following tick-box acceptance shall constitute valid electronic execution of this Agreement, which shall become effective on the date of such acceptance (“Effective Date”).

NOW, THEREFORE, in consideration of the rights and obligations contained herein, together with other good and valuable consideration, TransFi and the Customer hereby agree as follows:

1. Definitions
   
   1. “Affiliate” means any current or future legal entity that, directly or indirectly, controls, is controlled by, or is under common control with TransFi.
   2. “Agreement” means this Business Services Agreement between TransFi and Customer;
   3. “AML” means anti-money laundering;
   4. “API” means Application Programming Interface;
   5. “Applicable Law” means 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;
   6. “Business Day” means a day other than a Saturday or Sunday or public holiday on which banks are open for business in London, UK;
   7. “Confidential Information” has the meaning set out in section 12 of this Agreement;
   8. “Chargebacks” means 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 Scheme or other financial institution. 

The reasons for the Chargebacks include (but are not limited to): 

• the transaction amount not being authorized; 
• the End User alleging:
  
  • non-participation in the transaction; or 
  • non-authorization of the use of payment method; or 
• cancelled or uncompleted pre-authorized transaction; or
• Suspected fraud.

9. “CTF” means counter-terrorism financing;
10. “Client” means an entity that engages directly or indirectly with TransFi’s Product and services, including (i) a “Merchant”, which is a customer of TransFi’s Customer; (ii) a “Sub-Merchant”, which is a customer of a Merchant; and (iii) any other company or entity that acts as a customer of TransFi’s Customer and utilizes the Product and services provided by TransFi, either directly or through a Merchant or Sub-Merchant;
11. “day” means a calendar day;
12. "Effective Date” means the date of this Agreement; 
13. “End User” means any natural person, individual, or business entity that is a customer or consumer of the Customer or the Customer’s Client. End Users may include senders or recipients of funds who are connected to TransFi either directly through the Customer, or indirectly via a Merchant or Submerchant;
14. “Event of Default” has the meaning set out in clause 11(d).
15. “Fees” means any fees as agreed by the Parties; 
16. “KYB” means Know Your Business;
17. “KYC” means Know Your Customer;
18. “SIAC” means the Singapore International Arbitration Centre;
19. “SIAC Rules” means the rules of the Singapore International Arbitration Centre;
20. “TransFi API” means TransFi’s API that enables the Customer to integrate TransFi’s Products & services listed in section 2 of this Agreement into their own product, to be able to offer TransFi’s Products & services for their own user or the user of their Clients and/or the End Users of their Clients:
21. “TransFi Platform” means TransFi’s product platform that enables the Customer, the Customer’s Client or the End User of the Customer’s Client to register an account with TransFi and use Products & services listed in section 2 of this Agreement;
22. “User” means an individual or End User who sets up a user account with TransFi and uses its Products and services;

2. Products & Services 
   
   1. Subject to this Agreement and with the exclusions set out in this Agreement, TransFi will provide one or more of the following products & services to the Customer, the Customer’s Client, or the End Users of the Customer’s Client:
      
      1. Collections: Enables the collection of payments in fiat from a third party by sending a payment link and settling real-time in stablecoins with ease from anywhere across the world. Stablecoins used in our Products are reserve-backed digital assets pegged to a fiat currency, notably USDC and USDT. 
      2. Payouts: Enables payments to third parties, such as employees, vendors, freelancers and trade partners globally in fiat or stablecoins across the world.
      3. Cross border payments: Enables the offering of fiat-to-fiat cross border transfers (using stablecoin as rails). 
      4. Issuance of Multi-Currency Accounts:  enables the Customer, Customer’s Client/Merchant and/or their End Users to hold and manage balances in multiple currencies within a single account maintained by TransFi. This account may support fiat currencies such as USD and EUR, as well as digital assets such as stablecoins (e.g., USDC). The Multi-Currency Account reflects the corresponding balances held in the Customer’s, Client’s or End User’s wallet and is designed to facilitate seamless currency management, conversion, and settlement in support of the Products and services provided under this Agreement.

(together the “Products” and each a “Product”).

5. Checkout: Enables merchants to accept payments from customers in fiat or cryptocurrencies using different payment modes such as cards, APMs, wallets, bank transfers, and crypto, and settle in fiat or crypto.

2. Subject to prior written approval by TransFi, not to be unreasonably withheld, the Customer may embed the TransFi API into other products owned and/or operated by the Customer and/or use the TransFi Platform along with such products owned and/or operated by the Customer. TransFi will collaborate with Customer with respect to the integration of the TransFi API into and use of TransFi Platform along with the Customer’s products and other hereto related services.

3. Relationship between the Parties
   
   1. It is the mutual understanding between the Parties that this Agreement is not an exclusive arrangement.
   2. As the Users will be Users of TransFi in addition to End Users of the Customer or the Customer’s Client, TransFi reserves the right to: 
      
      1. perform KYC programs and processes as well as any relevant actions on AML, at its sole discretion before accepting any transactions from any User, and 
      2. e-mail relevant TransFi related content to the Users, subject only to the consent of the Users.
   3. All KYC/AML processes shall adhere to all applicable laws at the time of processing.
   4. TransFi may suspend and/or terminate the Customer’s account if the Customer is suspected of not complying with the applicable TransFi Terms & Conditions from time to time. Accounts of Customer’s End Users can also be terminated if not compliant with TransFi’s Terms & Conditions.
   5. TransFi’s usual and intended service level is set out in TransFi’s general service level guide enclosed as Appendix 1.
   6. This Agreement incorporates TransFi’s Terms & Conditions, which are available on its website (transfi.com) and may be updated from time to time.

4. TransFi’s obligations and responsibilities
   
   1. TransFi shall:
      
      1. process transactions in order to deliver the Products & services signed up for in section 2 on requests from the Customer and the Customer’s Clients & End Users.
      2. TransFi will be the legal counterparty in the flow of funds for any such transaction. Processing time and other trading conditions shall be as mutually agreed upon by the Parties.  Appendix 2 sets out the pricing and settlement terms which will define the applicable processing timelines, trading conditions, and related commercial terms for each geography or Product as agreed by the Parties.

5. Customer’s obligations and responsibilities
   
   1. Customer shall:
      
      1. Compliance and Conduct:

(a) Act lawfully and in accordance at all times during the term of this Agreement with its terms and all Applicable Laws.

(b) Not knowingly commit or omit any act that might materially affect the compliance of any Financial Promotion with the Financial Promotion Rules.

2. Cooperation and Information Provision:

(a) Reasonably cooperate with TransFi in relation to all matters arising under this Agreement.

(b) Provide all documentation and information required under this Agreement, and, unless otherwise provided herein, respond in a timely manner with reasonably complete and accurate information to any of TransFi’s reasonable requests related to Customer’s obligations, to the extent consistent with Applicable Laws.

(c) Inform TransFi of any material changes to the information previously provided under this Agreement.

(d) Ensure that all information provided to TransFi is, to the best of its knowledge, reasonably complete and accurate in all material respects.

3. Licensing and Authorisations:

(a) Ensure it holds all authorisations, licences, approvals, and consents imposed by competent regulators in relation to its business relevant to the Products.

(b) Ensure that each of its Clients, Merchants, Sub-Merchants, and End Users who access TransFi’s Products also possess all required authorisations, licences, approvals, and consents relevant to the Products, including but not limited to gambling or financial regulatory registrations.

4. Anti-Money Laundering and Source of Funds:

Ensure that all funds and assets used in connection with this Agreement are not derived from criminal activity, including but not limited to fraud, drug trafficking, money laundering, terrorism financing, or any other unlawful activity.

5. Data Protection and Security:

Cooperate with TransFi in relation to any breach or potential breach of security concerning the handling of personal data.

6. Fees:

Pay the Fees as may be mutually agreed upon by the Parties from time to time. Appendix 2 sets out the pricing and settlement terms which will define the applicable processing timelines, trading conditions, and related commercial terms for each geography or Product as agreed by the Parties.

7. KYC/AML Compliance and Documentation:

(a) Customer shall conduct all KYC and AML procedures on its Clients, Merchants, Sub-Merchants, and End Users, as required by Applicable Laws in each relevant jurisdiction. TransFi shall not perform such procedures directly.

(b) Customer shall, on demand and within forty-eight (48) hours of a request from TransFi, provide all relevant documentation and information supporting the aforementioned KYC/AML checks, including but not limited to government-issued ID, liveliness checks, address proof, income proof, and invoices.

(c) Failure to provide such documentation within the stipulated timeframe shall entitle TransFi to suspend services for the affected transactions or accounts.

(d) TransFi reserves the right, at its sole discretion, to request KYC/AML documentation:

i. On a sample basis prior to accepting transactions;

ii. For internal monitoring, due diligence, or compliance reviews;

iii. In connection with any fraud, recall, or Chargeback disputes.

TransFi will not contact the Customer’s Clients, Merchants, Sub-Merchants, or End Users directly for such documents. All such requests shall be fulfilled by the Customer.

8. Responsibility and Liability for Compliance:

(a) Customer shall remain solely and fully responsible for ensuring that all its Clients, Merchants, Sub-Merchants, and End Users comply with applicable KYC/AML and transaction-related laws.

(b) Customer accepts full and unlimited liability for any fines, penalties, losses, or legal consequences arising from non-compliance by itself or by any of its Clients, Merchants, Sub-Merchants, or End Users.

(c) TransFi shall not be liable for any failure by the Customer or its Clients, Merchants, Sub-Merchants, or End Users to comply with applicable legal or regulatory obligations.

9. Service Suspension and Termination Rights:

TransFi may, at its sole discretion, or if reasonably possible, with prior notice:

(a) Suspend or terminate services to any Client, Merchant, Sub-Merchant, or End User with prior notice to the Customer, or without prior notice if it reasonably suspects involvement in prohibited activities per TransFi’s Terms and Conditions;

(b) Terminate the Customer’s account for breach of this Agreement or for failure to ensure compliance by its Clients, Merchants, Sub-Merchants, or End Users;

(c) Terminate the Customer’s account or suspend related services if Chargeback volumes exceed acceptable thresholds as may be mutually agreed between the Parties.

10. Integration and Technical Responsibilities:

Customer will be responsible, as and when applicable, for properly integrating TransFi’s API into its systems and ensuring that its Clients, Merchants, Sub-Merchants, and End Users are correctly embedded into TransFi’s services in compliance with Applicable Law.

11. Relationship with Customer's Clients:

The Parties acknowledge that TransFi has no direct or indirect relationship with the Customer’s Clients, Merchants, Sub-Merchants, or End Users. All compliance and operational responsibilities, including but not limited to KYC/AML, remain solely with the Customer.

12. Sharing of KYB Information:

Customer acknowledges and agrees that TransFi shall have the right to share Customer’s, and its Clients’, Merchants’, Sub-Merchants’, and End-Users’ KYB information and any related documentation provided under this Agreement with TransFi’s payment partners, network institutions, and any other third-party service providers or partners, as may be reasonably necessary to provide the Products and services or comply with legal, regulatory, or operational requirements.

13. Customer Consent and Representations:

Customer represents and warrants that it has obtained all necessary consents and authorisations to enable TransFi to share KYB information under Clause (xii) above and agrees to indemnify and hold harmless TransFi from any liability arising from such disclosure, provided that such sharing is undertaken in accordance with the purposes outlined in this Agreement.

6. General
   
   1. TransFi may temporarily amend the terms of using the TransFi API and the TransFi Platform and/or suspend and/or cease trading for the Customer and/or any of the Customer’s Clients and/or End Users from using its Products and services, in its sole discretion, if TransFi: 
      
      1. has reasonable grounds to do so, e.g. suspicion of fraud, illegal activities; or
      2. is unable to provide services due to reasons beyond its control related, but not limited to its counterparties or regulations.
   2. TransFi may partially execute any order or not execute any order without impacting the terms of this Agreement, if TransFi: 
      
      1. has reasonable grounds to do so, e.g. suspicion of fraud, illegal activities, with any counterparty in the order; or
      2. is unable to provide services due to reasons beyond its control related, but not limited to its counterparties or regulations.

7. Representations and warranties
   
   1. Each of the Parties represents and warrants to each other the following:
      
      1. That their respective companies are duly organized, validly existing, remain in full compliance, licensed, registered and in good standing with all regulatory bodies in all jurisdictions applicable to the provided services, related activities, and any performance under this Agreement.
      2. That they, any of their customers, users or affiliates are not located or actively operate in a jurisdiction listed on UN sanctions list or any other prohibited countries as per TransFi policies and updated from time to time.
      3. If it is a body corporate, unincorporated association, trust or partnership it is validly existing in accordance with Applicable Law.
      4. That they each have full power and authority to execute this Agreement and to perform its obligations set forth herein. The execution, delivery and performance of this Agreement have been duly authorized by all necessary actions, and this Agreement constitutes a valid and binding obligation enforceable against each other in accordance with its terms.
      5. That the making of this Agreement does not violate any Agreement, right or obligation between the Parties or any other person, entity, firm or corporation, and the permission or Agreement of no other person, entity, firm or corporation is required to execute this Agreement or perform the obligations herein, or that such permission, if necessary, is secured.
   2. Customer represents and warrants that:
      
      1. It has all authorisations, licences, approvals and consents which have been imposed by any competent regulator or organisation in relation to Customer’s business relevant to the Products.
      2. That they have implemented and maintain in effect policies and procedures designed to ensure compliance with Applicable Law, including applicable AML & CTF laws, regulations, and guidelines in their respective jurisdiction(s).
      3. it is not insolvent or otherwise unable to pay its debts as they fall due and no liquidation, administration, receivership or other insolvency process whatsoever has occurred in relation to the Customer or is pending or threatened.
      4. Insofar as information provided, or to be provided, by Customer to TransFi includes the personal information of Clients, End Users, Customer has obtained sufficient informed prior consent from each such Client or End User to be shared with TransFi.

8. Disclaimers

1. DISCLAIMER: TRANSFI’S 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, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ADVISORS, REPRESENTATIVES, AFFILIATES AND AGENTS 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. 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRANSFI DOES NOT GUARANTEE  THAT: 

1. ACCESS TO OR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, 
2. USAGE DATA PROVIDED THROUGH OUR SERVICES WILL BE ACCURATE
3. OUR SERVICES OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR
4. THAT ANY DATA THAT ANY USER DISCLOSES WHEN THEY 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 THE TRANSFI’S GROSS NEGLIGENCE. 

2. Interruption of service: The risks of using TransFi’s Products & 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 third-party service providers. While We strive to ensure the reliability and security of all payment methods offered through Our TransFi Platform, We cannot and do not guarantee the performance, availability, or security of services provided by third-party service providers. 
3. Use of third-party services: Our Services may utilize third-party service providers, which may require You, Your Clients or their End Users to agree to separate agreements with them. By using our Products and services, You agree to comply with all applicable third-party terms of agreement. We are not a party to these agreements, and we assume no responsibility for the products and services provided by third parties. 
4. Third-party service providers disclaimer: Our third-party service providers have no warranty obligations concerning Our services. Any claims, losses, liabilities, damages, costs, or expenses arising from Our services' failure to meet any warranties provided by Us, if any, are Our sole responsibility. 

9. Rights in software, documentation and other material protected by intellectual property rights
   
   1. TransFi owns and shall retain all rights, titles, and interest in and to the TransFi API and the TransFi Platform (and any part thereof, including any software or code written by TransFi), and any content and data generated through use of the TransFi API and TransFi Platform, including all intellectual property rights therein. This Agreement does not grant the Customer any rights to TransFi’s intellectual property (including any rights in respect to the TransFi API and TransFi Platform), and any goodwill, rights, and benefits that arise from their use. For the avoidance of doubt, any Client of the Customer or any End User shall retain all right, title and interest in any personal data; provided that TransFi is entitled to retain and use such information as allowed by TransFi’s Privacy Policy.

10. Fees, fee structure and commission
    
    1. Pricing and user fees shall be as set out in Appendix 2 which will define the applicable processing timelines, trading conditions, and related commercial terms for each geography or Product as agreed by the Parties.
    2. For any increase in user fees, TransFi shall provide the Customer with a minimum of twenty (20) Business Days’ notice.
    3. If any changes or additions of fees or similar actions by TransFi’s other providers or any other counterparties occur, TransFi shall have the right to adjust its fees and fee structure as may be agreed between the Parties similarly by providing the same notice to the Customer as the entity changing the fee towards TransFi.
    4. Customer will pay all such taxes, duties, charges or levies fully without any set-off, counterclaim, deduction or withholding of any kind. For the avoidance of doubt, TransFi shall under no circumstances be responsible or liable for any such taxes, duties, charges or levies associated with the Products and services, and the Customer hereby indemnifies TransFi for any claim made in respect thereof.
    5. Customer is obliged to pay all invoices within thirty (30) days of receipt from TransFi. Any invoices remaining unpaid thirty (30) days after the invoice date shall be considered overdue. Overdue invoices will incur interest at a rate of 3% above the prevailing Bank of England base rate, compounded monthly. This interest shall be applied on a monthly basis from the invoice due date until outstanding amounts have been paid in full.
    6. TransFi reserves the right to suspend services if payment is not received within sixty (60) days of the original invoice date. If services are suspended, re-instatement will only occur once all outstanding invoices and accrued interest have been settled.

11. Term and Termination
    
    1. Term: This Agreement shall commence on the Effective Date and continue in full force and effect until terminated in accordance with the provisions in this section.
    2. Termination for convenience: TransFi may terminate this Agreement at any time, with immediate effect, without providing any reason to the Customer
    3. Termination by need: TransFi may terminate this Agreement effective immediately and without prior notice if TransFi is prevented from delivering its Products and services by reason of any circumstances beyond the control of TransFi.
    4. Termination for Default.: TransFi may terminate this Agreement effective immediately and without prior notice upon an “Event of Default”. The following events shall each constitute an Event of Default:
       
       1. Customer takes the required actions to cease operations and to wind up the business;
       2. Customer fails or refuses to make payments in the ordinary course of business;
       3. Customer becomes insolvent, makes an assignment for the benefit of creditors, or seeks the protection from bankruptcy or similar proceedings;
       4. Customer receives notice from a regulatory authority having jurisdiction over that Party, with the intention to or order to suspend or revoke the operations of the Party;
       5. Customer fails to provide reasonable security to its services;
       6. Customer materially fails to comply with any applicable law;
       7. Customer directly or indirectly engages in or facilitates any action or activity that is illegal and such action and activity is known or reasonably should have been known by the Customer ; or
       8. Customer materially breaches this Agreement and does not or cannot correct such breach within ten (10) Business Days after receiving notice of the breach from the Customer .
    5. Upon termination of this Agreement, the Parties (i) have no right to use the other Party’s Products and services, licenses and/or trademarks, and (ii) must immediately either destroy or return all confidential and proprietary information or material in any form previously received. However, the Parties may retain a copy of such material or information if required by law, whereas in such case the strictest confidentiality obligations shall apply in every aspect.
    6. No later than ten (10) Business Days after termination of the Agreement the Parties must settle all outstanding amounts.
    7. Notwithstanding the above, the Parties must in good faith work together for the purpose of orderly winding down or transfer of the relationship so as no harm or nuisance is done to the users and/or customers of each Party.

12. Confidentiality
    
    1. For purposes of this Agreement, “Confidential Information” means the existence, terms and conditions of this Agreement as well as any and all information, in whatever form, disclosed by either Party in relation to the Agreement.
    2. Customer agrees 
       
       1. to hold the Confidential Information secure and in strict confidence;
       2. not to disclose the Confidential Information to any third parties; and 
       3. to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations under this Agreement.
    3. The foregoing confidentiality obligations will not apply to any Confidential Information to the extent the Confidential Information: 
       
       1. was or becomes publicly known and generally available in the public domain other than as a result of disclosure by the receiving party; or
       2. was rightfully known prior to the time of first disclosure or independently developed by the receiving party without the use of the Confidential Information as evidenced by written records; or
       3. was rightfully obtained by the receiving party, without restriction, from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to the disclosing party.
    4. Obligations hereunder will survive the termination of this Agreement for a period of three (3) years.

13. Indemnification and Limitation of Liability 
    
    1. Customer is responsible for ensuring that their respective participation and activities comply with all applicable law, market standards and this Agreement. TransFi is not responsible for the actions of the Customer’s or End Users and TransFi is not responsible for the services or products offered by the Customer.
    2. Indemnification:  Customer shall be liable to TransFi for direct damages to the Customer caused by any breach of this Agreement, applicable law or breach of third party intellectual property rights.
    3. Consequential Damages Waiver: Notwithstanding clause 13(b), in no event shall TransFi or the Customer, be liable to the other for any indirect, punitive, exemplary, special or consequential damages of any kind arising out of or in connection with the Agreement. Neither Party shall be liable for damages arising from delays or problems caused by telecommunication carriers, internet service providers, other communication networks, blockchains or blockchain systems, any doings of any exchange or the banking system.
    4. Limitation of Liability: The maximum aggregate liability of TransFi for any and all claims whatsoever arising under or in connection with this Agreement shall be limited to the fees paid to TransFi by the Customer in the preceding six (6) months.
    5. Notwithstanding the foregoing, the liability cap shall not apply to the Customer or the Customer’s Clients, Merchants, or Sub-Merchants with respect to fraud recalls, Chargebacks, fines, penalties, or other financial losses incurred as a result of their respective breaches of the Agreement or any misconduct or omissions in connection with the Agreement. Further, Customer agrees to assume unlimited liability for:

A. Regulatory fines and penalties imposed due to the Customer's or its Clients', Merchants', or Sub-Merchants' non-compliance with applicable laws, fraudulent activities, or other unlawful conduct in connection with the performance of the Agreement;

B. Stuck or restricted funds – any amounts frozen, withheld, or otherwise made inaccessible by payment processors, financial institutions, regulatory authorities, or any other authorities as a result of breaches of the Agreement or any misconduct or omissions by the Customer, its Clients, Merchants, or Sub-Merchants in connection with the Agreement;

C. Any liabilities resulting from claims initiated by third parties as a result of acts or omissions, non-compliance with applicable laws or regulatory requirements, fraudulent activity, or any other unlawful conduct by the Customer, its Clients, Merchants, or Sub-Merchants in connection with the performance of the Agreement.

6. Wilful default or fraud: Nothing in this Agreement will:
   
   1. exclude or restrict a Party’s liability which cannot by operation of Applicable Law be excluded or restricted; or
   2. exclude or restrict any claim which is directly attributable to the Parties’ wilful default or fraud.

14. Chargebacks

a. Chargeback Liability:

The Customer acknowledges and agrees that all Chargeback risk, including fraud recalls and related liabilities, rests solely with the Customer. TransFi reserves the right to withhold balances from the Customer as deemed appropriate to settle potential or actual Chargeback requests.

b. Liability for Merchants, Sub-Merchants, and Clients:

The Customer shall be fully responsible for Chargebacks and related liabilities arising from its merchants, sub-merchants, or clients. This includes any fines, penalties, or costs associated with the actions or omissions of these parties.

c. Right to Withhold and Recover Funds:

In the event of a Chargeback or fraud recall: (i) If the Customer's balance held by TransFi is insufficient to cover the Chargeback amount and associated costs, TransFi reserves the right to demand the balance amount directly from the Customer; and (ii) TransFi may withhold, offset, or deduct funds from any future settlements or remittances due to the Customer to recover the outstanding amounts.

d. Transaction Validity and Non-Settlement:

TransFi shall have the right to present non-settled transactions from the Customer to issuing banks, regulators, or other authorities for verification. In case of objections or disputes raised by these entities, TransFi will not be obligated to settle the disputed transaction amounts until such matters are resolved.

e. Chargeback Costs:

All Chargebacks shall correspond to the whole or part of the settlement value of the original transaction. The Customer shall be liable for: (i) The full amount of the relevant Chargeback; and (ii) Any costs, expenses, liabilities, or fines incurred by TransFi or its affiliates in connection with such Chargeback ("Chargeback Costs").

f. Recovery of Chargebacks:

A Chargeback represents an immediate liability from the Customer to TransFi. If the full amount of any Chargeback or Chargeback Costs cannot be recovered from the Customer's balance or withheld funds, TransFi shall be entitled to recover the balance by invoicing the Customer or by any other lawful means.

g. Final and Binding Decisions:

TransFi shall not be obligated to investigate the validity of any Chargeback decision made by an issuing bank, payment scheme, or financial institution. Such decisions shall be final and binding on the Customer.

h. Post-Termination Liability:

The Customer acknowledges and agrees that its liability for Chargebacks, fraud recalls, refunds, penalties, and related costs shall continue even after the termination of the Agreement.

i. Safeguard Period:

All funds collected by TransFi on behalf of the Customer shall be held in reserve for a minimum period of 90 days before initiating any settlement. This period acts as a safeguard against potential future claims for Chargebacks or fraud recalls on the collected funds.

j. Termination Due to Excessive Chargebacks:

TransFi may immediately terminate this Agreement if, in its sole discretion, the volume or value of Chargebacks or fraud recalls is deemed excessive or unreasonable.

k. Accountability for Merchants, Sub-Merchants, and Clients:

The Customer acknowledges and agrees that it shall be solely responsible for any Chargebacks, fraud recalls, fines, penalties, or related costs arising from the actions, omissions, or non-compliance of its merchants, sub-merchants, or clients. TransFi reserves the right to recover such amounts from the Customer through withholding, invoicing, or any other lawful means as outlined in this clause

15. Reserves

a. Right to Establish Reserves:

TransFi reserves the right, at its sole discretion, to establish a Reserve or impose rolling reserve requirements at any point in time based on the quality of traffic, perceived chargeback risks, or other factors it deems relevant to mitigate potential liabilities.

b. Reserve Terms:

If TransFi imposes a Reserve, it will notify the Customer specifying the terms of the Reserve. These terms may include: (i) Holding a certain percentage of the Customer’s funds for a specified duration; (ii) Withholding a fixed amount of funds from disbursement; and (iii) Imposing other restrictions or 

requirements as TransFi determines necessary to mitigate risk.

c. Adjustments to Reserve Terms:

TransFi may modify the terms of the Reserve at any time by providing notice to the Customer. Such modifications may be implemented based on changing risk assessments or other relevant factors.

d. Duration of Reserve:

TransFi may retain the Reserve for as long as it deems necessary, at its sole discretion, to address risks associated with the Customer’s transactions, including but not limited to Chargebacks, fraud recalls, regulatory fines, or penalties.

e. Liability Beyond Reserve:

The Customer agrees that it remains fully liable for all obligations related to its transactions, even after any Reserve has been released.

f. Blocking and Deductions:

TransFi has the right to block funds in the Customer's account or Reserves immediately upon receiving credible information from payment schemes, suppliers, or authorities indicating a high probability of fines, penalties, or other risks. Any damages, penalties, or liabilities incurred will first be deducted from the Customer’s funds held in accounts maintained by TransFi and, if insufficient, from the Reserve. These deductions may be executed without prior statements or declarations to the Customer.

g. Maintenance of Bank Account:

The Customer must maintain its designated Bank Account with sufficient funds to cover open settlements, Chargebacks, or other adjustments, as required by TransFi.

16. Force Majeure
    
    1. No Party shall be liable for any failure or delay in its performance under this Agreement (other than performance of payment) due to any cause beyond its reasonable control, including without limitation, acts of God, acts of war or terrorism, unauthorized actions of third parties, governmental actions and equipment, telecommunications, power or electrical failures, pandemic.

17. Miscellaneous
    
    1. Entire Agreement: This Agreement (including for the avoidance of doubt all appendices) constitutes the entire understanding and Agreement between the Parties hereto and their affiliates with respect to its subject matter, and supersedes all prior or contemporaneous Agreements, representations, warranties and understandings of the Parties (whether oral or written). This Agreement shall be construed according to its fair meaning and not strictly for or against either Party. No modification or amendment of this Agreement or any of its provisions will be binding upon any Party unless made in writing and duly executed by authorized representatives of all Parties.
    2. Severance: If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.  The Parties shall negotiate in good faith to modify any such provisions so that to the greatest extent possible they achieve the same effect as would have been achieved by the invalid or unenforceable provisions.
    3. Assignment: The Customer undertakes not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to this Agreement. TransFi may assign this Agreement, or any rights or obligations hereunder, in whole or in part, to its affiliates or subsidiaries, without the prior written consent of the Customer.
    4. Accession of Affiliates: Notwithstanding anything contained herein, any of TransFi’s Affiliates may accede to this Agreement upon providing written notice to Customer, indicating its intent to accede and be bound by the terms of this Agreement. Upon such notice, the Affiliate shall become a party to this Agreement with all corresponding rights and obligations as though it were an original signatory hereto. TransFi shall ensure that any Affiliate seeking accession complies with all relevant provisions and obligations of this Agreement. Customer may request, and you shall facilitate, reasonable confirmation or documentation relating to the Affiliate's status and compliance capabilities, if required. This clause shall take precedence over any conflicting provisions in this Agreement.
    5. Provision of Services by Group Companies: The Customer acknowledges and agrees that the services under this Agreement may be provided by TransFi, any of its subsidiaries, Affiliates, or other entities within the TransFi group of companies (collectively referred to as “Group Companies”), as designated by TransFi from time to time. Such designation does not require the Customer’s prior approval and will not affect the rights or obligations of the Customer under this Agreement.
    6. Further assurance: it obtains the full benefit of this Agreement and shall execute such documents and take such other steps (or procure other necessary persons to take such steps) as are reasonably necessary or appropriate for vesting in the other Party of all its rights and interests in this Agreement and the full benefit of this Agreement.
    7. Change of control: In the event of a merger or reorganization of the Customer, or any change in the control of the Customer or any transfer of a substantial part of the business thereof, the Customer shall notify TransFi in writing thereof no later than 14 days prior to the occurrence of such an event, and TransFi reserves the right to terminate the Agreement without notice in such an event.
    8. No Waiver: The failure, delay or omission of either Party to give notice of default or to enforce strict performance of any provision of this Agreement will not be construed as a waiver, or future waiver, of its right to assert or rely upon such provision or any other provision of this Agreement. No waiver or breach of any provision will be deemed a waiver of any other provision, and no waiver will be valid unless it is in writing and executed by the waiving party. No extension of time for performance of any obligation or act will be deemed an extension of time for any other obligation or act.
    9. Rights of third parties: A person who is not a Party to this Agreement has no rights to enforce, or to enjoy the benefit of, any provision of this Agreement.
    10. Counterparts: This Agreement may be executed in separate counterparts (and signature pages may be delivered by email) all of which together evidence the same agreement.

18. Notices
    
    1. All notices between the Parties with respect to this Agreement shall be in writing, in English and sent by email to the designated email addresses below or Slack channel set up for communication. Any notice shall be duly served on sending.
    2. The email addresses of the Parties for the service of notices under this agreement are:
       
       1. TransFi: partners@transfi.com 
       2. Notices to the Customer  shall be sent to the email address or electronic contact details provided by the Customer during the onboarding process and shall be deemed received when transmitted or made available.

19. Dispute resolution
    
    1. In the event of any dispute or claim between the Parties hereto arising from or relating to this Agreement, then, both parties shall first try their best in good faith to resolve it through negotiation by providing the other Party notice in writing. Each Party will appoint a designated representative to endeavour to resolve such dispute.  The designated representatives will be executives with sufficient authority to engage in good faith negotiations and bind the Party s/he represents.  If the designated representatives are unable to resolve the dispute within a reasonable period (but in no event more than thirty (30) days from the date of receipt of written request) after using their best efforts to do so, then the Parties shall submit the dispute for arbitration as set out in section 18 of this Agreement.

20. Governing law and venue
    
    1. This Agreement is governed by the laws of Singapore.
    2. This Agreement and any dispute or claim arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. 
    3. The seat of the arbitration shall be Singapore. 
    4. The Tribunal shall consist of three (3) arbitrators.
    5. The language of the arbitration shall be English.
    6. The Parties will participate in the arbitration in good faith, and will each bear its own respective costs. 
    7. The arbitrator shall not be empowered to award damages in excess of compensatory damages. 
    8. The award rendered by the arbitrator shall be final and binding upon the parties. Judgment upon the award may be entered in any court having jurisdiction.

Appendix 1 - TransFi service level guide

Service levels – TransFi agrees to provide the following service levels:

• Uptime – TransFi will use all efforts to ensure our exchange service is available to its customers 99.99% of the time in any calendar month permitting the blockchain networks.
• In the event of any suspicious price movements in the currencies that TransFi trades, TransFi reserves the right to cease trading until such time that TransFi has a clear understanding of the events that have occurred, and the price movements have returned to normal
• TransFi will work as second line support for all Customers guaranteeing email support on all weekdays from 09.00 AM – 05.00 PM GMT. As a minimum all escalated tickets will be answered within 48 business hours.
• TransFi will agree to provide general training and trade flow overview for its customer’s first line support staff. This will be done remotely via online calls.
• The Customers will have a direct line of contact with TransFi’s support manager and will be expected to participate in regular update meetings. 
• In case of an occurrence of limited or halted trading TransFi will notify its customers as soon as possible through the agreed channel. 

Exceptions – TransFi uptime is exempt from the following scenarios:

• Preventive or scheduled maintenance
• Power outages, network outages, backbone peering point issues
• Hacks, attacks from outside parties including DDos attacks, user overload, unavailability of the website
• Circumstances beyond TransFi’s reasonable control

Appendix 2 – Pricing and Settlement

The standard pricing applicable to the Customer, as displayed on the Customer dashboard, shall be made available and visible to the Customer upon completion of the sign-up process

Payment Terms:

1. Credit card payments will be settled at T+2. ACH can be settled the same day after receipt. 
2. Minimum settlement threshold is $10K
3. There would be gas/network fees, which is charged on actuals on settlement.