TERMS AND CONDITIONS – Pay CrossBorder Inc. (“PAY CROSSBORDER”)

These Terms and Conditions (“the T&Cs”) govern your use of PAYCROSSBORDER’s Services. You must accept and agree to abide by the T&Csand acknowledge the content of the Privacy Statement before sendingfunds via a PAY CROSSBORDER Location. PAY CROSSBORDER INC(hereinafter PAY CROSSBORDER”) is a Company incorporated under theBusiness Corporations Act at Ontario, Canada, with incorporation number 1001152500, having its registered office at 3250 Bloor Street West,Unit 668Etobicoke,Ontario,M8X2X9,Canada. PAY CROSSBORDER is authorised by Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) toprovide money services.

1. Definitions

   1 For the purposes of the T&Cs, the following terms shall have thefollowing meanings:

   “Applicable Regulations” means all laws and regulations from time totime in force relating directly or indirectly to the provision of moneyservices including, without limitation, the Financial Transactions andReports Analysis Centre of Canada (FINTRAC) Regulations, as amendedfrom time to time;
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   “Beneficiary” means the beneficiary identified by Client in the Instruction;
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   “Beneficiary Account” means the bank account / mobile wallet / pre-paid card account / VA wallet (as the case may be) shown on an Instruction which is the account to which the Pay-out Currency is to be sent by PAYCROSSBORDER;
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   “Client” means a person or corporate entity or a customer whom PAYCROSSBORDER has accepted as their client in accordance with Client Verification Procedures, and who has agreed to be bound by the T&Cs;
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   “Client Verification Procedures” means PAY CROSSBORDER’s anti-money laundering and know your client verification processes;
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   “Confirmation” means PAY CROSSBORDER’s confirmation of theTransaction having been executed;
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   “Foreign Exchange” means (in respect of an Instruction where the Pay-in Currency (FIAT) is different from the Pay-out currency) the exchange of a given amount of the Pay-in Currency for a given amount of the Pay-out Currency);
   “Off-Ramp”, refers to the process of converting Stablecoin (like USDC or USDT) into a fiat currency (like USD);
   “On-Ramp”, refers to the process of converting fiat currency (like USD) into a Stablecoin (like USDC or USDT);
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   “Instruction” is an instruction, including electronic instruction, from Client to PAY CROSSBORDER to execute a Transaction;
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   “Transaction” means a money or VA transmission initiated by PAYCROSSBORDER based on the Instruction, by electronic transfer to a Beneficiary Account /wallet;
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   “Pay-in Currency” means the currency paid by Client to PAYCROSSBORDER either FIAT or Virtual into a PAY CROSSBORDER accountprior to initiating an Instruction;
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   “Pay-out Currency” means the currency either FIAT or Virtual used for the pay-out to Beneficiary for such amount as shown in the Instruction;
   
   “Pay-out Location” means a location where the Beneficiary‘s account/wallet is held in Pay-out Currency;
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   “Services” means the money transmission service provided by PAYCROSSBORDER in accordance with these T&Cs;
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   “PAY CROSSBORDER Location” means the physical location, mobileapplication, website or other platform operated, hosted and maintainedby, or on behalf of PAY CROSSBORDER through which Client /Partnerand/or Partner’s customers (which may, if applicable, include Remitter)may initiate a Transaction as contemplated under this Agreementmeans the physical location, mobileapplication, website or other platform operated, hosted and maintainedby, or on behalf of PAY CROSSBORDER through which Client /Partnerand/or Partner’s customers (which may, if applicable, include Remitter)may initiate a Transaction as contemplated under this Agreement
   
   “Website” means PAY CROSSBORDER’s website athttps://www.paycrossborder.com/
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   “Working Day” is a day when clearing banks of PAY CROSSBORDER are open for business;
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   “Working Hour” is an hour during a Working Day.
   

   2. Unless the context otherwise requires, references to the singular include the plural.

   3. The headings contained in these T&Cs are for convenience only and do not affect their interpretation.

2. GENERAL CLIENT REPRESENTATIONS

   Upon accepting the T&Cs and when issuing each Instruction, Clientrepresents and undertakes to PAY CROSSBORDER that:
   1. Client has full power and authority within the law to issue theInstruction and is acting as principal only and not as agent for any thirdparty whose identity has not been disclosed to PAY CROSSBORDER.
   2. All information provided by Client to PAY CROSSBORDER is true andaccurate and that Client will provide full disclosure of any informationrelevant to any Instruction issued to PAY CROSSBORDER. Client agrees tonotify PAY CROSSBORDER of any changes from time to time including butnot only name, address, business information and any other significantinformation which might affect PAY CROSSBORDER’s decisions relating to Client.
   3. Client will make available on request any information which PAYCROSSBORDER may reasonably request to enable PAY CROSSBORDER tocomply with the Applicable Regulations and/or make decisions as towhether or not to execute an Instruction issued by Client.
   4. Each Instruction issued by Client to PAY CROSSBORDER is for agenuine transaction entered into for legitimate and legal purposes.
   5. Client relies on its own judgement when initiating an Instructionand will not rely on any view or opinion expressed by PAY CROSSBORDER.
   6. Client is fully satisfied as to the financial standing and legal status of PAY CROSSBORDER.

3. CLIENT VERIFICATION REQUIREMENTS

   1. To make use of the Services at the PAY CROSSBORDER Location,Client must provide PAY CROSSBORDER with the information and/ordocuments required for PAY CROSSBORDER to comply with its know yourclient (KYC) requirement, and Anti Money Laundering (AML) and withApplicable Regulations, together with such other information for securitypurposes as PAY CROSSBORDER shall require. The information and/ordocuments requested by PAY CROSSBORDER would depend on theTransaction amount and/or country where the Transaction needs to beexecuted or any other additional details which PAY CROSSBORDERrequires as a necessary to verify the transaction.
   2. PAY CROSSBORDER reserves the right to change the requisitesecurity information it requires without giving prior notice to Client.

4. INSTRUCTION

   1. Any Instruction from Client to PAY CROSSBORDER in relation to anyService is subject to these T&Cs.
   2. Only Client shall give Instruction to PAY CROSSBORDER and Clientauthorises PAY CROSSBORDER to accept such Instruction.
   3. PAY CROSSBORDER will act upon the Instruction which are orappear to be from Client.
   4. Client may not revoke or amend an Instruction once issued, withoutthe prior written consent of PAY CROSSBORDER. PAY CROSSBORDER may,at its absolute discretion, refuse to accept such requests to revoke oramend an Instruction.
   5. Should PAY CROSSBORDER revoke or amend an Instruction atClient’s request, Client shall be liable to reimburse PAY CROSSBORDER infull, on demand, for any reasonable costs incurred as a result of suchrevocation or amendment.
   6. PAY CROSSBORDER reserves the right to require further writtenconfirmation of any Instruction, for example where the Instructionappears to be ambiguous or unclear.
   7. PAY CROSSBORDER reserves the right to refuse, delay, decline orreverse any Instruction if:
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      (a) PAY CROSSBORDER reasonably believes or suspects that the transaction might be unlawful or might be associated with financial crime, or represent the proceeds of crime;
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      (b) PAY CROSSBORDER has reasonable grounds for suspecting fraud;
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      (c) PAY CROSSBORDER reasonably believes or suspects that by carrying out the transaction it might otherwise breach its legal or compliance obligations;
      
      (d) if PAY CROSSBORDER reasonably believes that execution of the Instruction may have a detrimental effect on PAY CROSSBORDER’s reputation;
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      (e) if the Instruction exceeds the transaction threshold set by PAYCROSSBORDER from time to time;
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      (f) if Client is in breach of these T&Cs;and Client agrees that PAY CROSSBORDER will not be liable to Client if PAYCROSSBORDER delays or refuses to carry out any Instruction in suchcircumstances.
   8. If PAY CROSSBORDER refuses to accept or execute, or otherwisedelays an Instruction it will, to the extent permitted by ApplicableRegulations, inform Client as soon as possible and give reasons for therefusal. Where appropriate PAY CROSSBORDER may give Clientreasonable opportunity to remedy the reason for the refusal.
   9. Where Client disputes any transaction, PAY CROSSBORDER willinvestigate the matter in good faith and Client agrees to fully co-operatewith PAY CROSSBORDER and local law enforcement in any suchinvestigations.

5. TRANSACTION IMPLEMENTATION AND NOTIFICATION

   1. PAY CROSSBORDER may use the services of various banks/financialinstitutions/VASPs in any country of its choice to execute a Transaction.Client understands that various banks/financial institutions have differenttimes of cut-off for the receipt and dispatch of electronic payments. PAYCROSSBORDER accepts no responsibility for any delay in onward paymentattributable to the late arrival of funds or Instruction relative to the cut-offtimes of the designated bank/financial institutions. PAY CROSSBORDER willnot be under any obligation to transmit the Pay-out Currency to theBeneficiary Account / wallet for collection by Beneficiary until it hasunconditionally received the Pay-in Currency in full.
   2. Provided that the full amount of Pay-in Currency is received by PAYCROSSBORDER, PAY CROSSBORDER will on receipt of a valid Instructiontransmit the Pay-out Currency to the Beneficiary Account / wallet forcollection by Beneficiary on a Working Day.
   3. Client is liable for all losses suffered and costs incurred by PAYCROSSBORDER or Client as a result of Client making wrong payment or inthe wrong currency to PAY CROSSBORDER as a result of Client providingincorrect payment details in an Instruction. PAY CROSSBORDER will not beliable for loss caused to Client and/or Beneficiary due to wrongTransaction made as a result of error/mistake by client.
   4. PAY CROSSBORDER shall not be liable for any fees or commissionscharged by any intermediary bank.
   5. On receiving an appropriate Instruction from Client in theprescribed format, PAY CROSSBORDER will provide Client with aTransaction receipt which will set out the details of the Transaction whichPAY CROSSBORDER intends to make and any applicable charges.
   6. A Confirmation may be issued by PAY CROSSBORDER to Client. Anyfailure by PAY CROSSBORDER to issue a Confirmation to Client does notmean the Transaction has not been executed.
   7. If PAY CROSSBORDER does not execute or incorrectly executes aTransaction (otherwise than as a result of a Client’s error or in order tocomply with Applicable Regulations), PAY CROSSBORDER will withoutundue delay take the necessary action to rectify the error or omission.

6. DISPUTES

   1. Client shall immediately notify PAY CROSSBORDER in event of anyunauthorised or incorrect Confirmation.
   2. Subject to clause 7.2, where PAY CROSSBORDER establishes that theTransaction was not authorised by Client or was incorrectly executed, PAYCROSSBORDER will refund the amount of the Transaction. Where aTransaction is incorrectly executed as a result of Client’s error, PAYCROSSBORDER will make reasonable efforts to recover the funds involvedin the payment transaction, but may charge Client for its reasonable costsin obtaining any such recovery. However recovery for such transactions isnot a guarantee, PAY CROSSBORDER ensures to work on best effort basisfor dealing with such instances.
   3. PAY CROSSBORDER may make such reasonable investigations andenquiries as are necessary to establish whether or not the Instruction hasbeen properly authorised or executed.
   4. If the unauthorised transaction arises from Client having acted fraudulently or with gross negligence, Client will be liable for any lossesincurred.

7. PAY CROSSBORDER’S OBLIGATIONS AND LIMITATION OF LIABILITY

   1. Subject to clause 7.2 PAY CROSSBORDER shall not be liable to Clientfor any loss, expense, damage, delay, costs or compensation (whetherdirect, indirect or consequential) which may be suffered or incurred byClient arising from or in any way connected with any delay, failure or error in making any Transaction pursuant to an Instruction where such delayfailure or error is caused directly or indirectly by:-
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      (a) Failure or error or essential maintenance or critical change or, repairs or alteration of any computer system or communications system of any kind under the control of a third party or PAY CROSSBORDER; or
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      (b) The acts or omissions of any third party; or
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      (c) PAY CROSSBORDER or any bank making necessary enquiries as required by Applicable Regulations.
   2. Client might be entitled to claim a refund in relation to aTransaction made under an Instruction where:
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      (a) The Transaction was not authorized under these T&Cs; or
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      (b) PAY CROSSBORDER has incorrectly executed the Transaction.
   3. If Client is entitled to a refund, PAY CROSSBORDER will not pay anyindirect or consequential loss resulting to Client from the incorrectexecution of the Transaction.

8. AMENDMENTS TO TERMS

   1. All changes to the terms relating to Services to the extent possible will be notified to Client.
   2. Any such changes are deemed to have been accepted, unless Clientinforms PAY CROSSBORDER otherwise.

9. FOREIGN EXCHANGE AND ON/OFF RAMP RATES APPLICABLE TO THE SERVICES

   1. All Foreign Exchange, On ramp and Off ramp rates applicable to aTransaction shall be fixed by PAY CROSSBORDER. The prevailing ForeignExchange / On-Off Ramo rates applying to a Transaction will becommunicated to Client at the time of initiating an Instruction. Details ofthe prevailing Foreign Exchange / On-Off Ramp rates can also be obtainedat the PAY CROSSBORDER Location.
   2. Client acknowledges that for a cross border Transaction whichinvolves a different Pay-in Currency and Pay-out Currency there may be adifference between the exchange rate at which PAY CROSSBORDER buysthe relevant Pay-out Currency and the exchange rate provided to Client.PAY CROSSBORDER may make a profit in these circumstances and theBeneficiary will get only the amount of the Pay-out Currency stated in theInstruction. Client acknowledges that PAY CROSSBORDER has noobligation to disclose to Client any profit that it makes on a transaction.

10. FEES AND CHARGES

    1. PAY CROSSBORDER shall be entitled to charge Client fees for theServices. In addition, PAY CROSSBORDER may also collect additionalcharges from Client which it may be required by law to collect (forexample in respect to taxes which may be payable in respect of the sumstransmitted to the Beneficiary).

11. STATEMENTS, NOTICES AND COMMUNICATIONS

    1. Any notices in writing may be delivered either by hand or pre-paidpost or by email to the receiving party at the address set out in these T&Csor otherwise previously notified to the other party in writing. Notices inwriting will take effect:
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       (a) If delivered personally, at the time of delivery to the address;
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       (b) If sent by pre-paid post, two Working Days after posting;
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       (c) If sent by email, at the time of its transmission.
    2. All notices and other documents shall be in English.

12. COMPLAINTS

    1. PAY CROSSBORDER is committed to provide Client with the bestservice at all times. In the unlikely event that Client is dissatisfied with PAYCROSSBORDER’s service, please send an email tooperations@paycrossborder.com
    2. PAY CROSSBORDER deals with customer complaints promptly andfairly and under normal circumstances will acknowledge receipt of Client’scomplaint within 5 Working Days. PAY CROSSBORDER shall strive to getback to Client with the results of its investigation within 30 Working Daysfrom the date of receipt of Client’s complaint. In the event further time isrequired to complete the investigation, PAY CROSSBORDER will informClient. In any event, PAY CROSSBORDER shall strive to complete theinvestigation and resolve most complaints no later than 60 Working Daysfrom the date of receipt of Client’s complaint.

13. FORCE MAJEURE

    1. Neither PAY CROSSBORDER nor Client is liable to the other forfailure to perform or delay in performing any of its obligations in relationto an Instruction insofar as the performance of such obligations isprevented by circumstances beyond the control of PAY CROSSBORDER orClient, as applicable (hereinafter referred to as a Force Majeure Event).
    2. If PAY CROSSBORDER and/or Client is unable to perform or isdelayed in performing its obligations in relation to an Instruction due to aForce Majeure Event, PAY CROSSBORDER and/or Client as applicable shallpromptly notify the other party of the occurrence of a Force MajeureEvent and use all reasonable endeavours to continue to perform itsobligations in relation to the Instruction but if a Force Majeure Eventprevents a party from fulfilling its obligations under an Instruction for anunreasonable period, the other party may forthwith terminate theInstruction by notice in writing to that party but without prejudice to therespective rights of the parties.

14. MISCELLANEOUS

    1. Nothing in these T&Cs shall be deemed to create a partnership orjoint venture or agency relationship between the parties or confer anyright or benefit to any third party.
    2. These T&Cs together with the Instruction constitute the wholeagreement between the parties in relation to the Services and supersedeany previous arrangement, understanding or agreement between themrelating to a Service. Client acknowledges that Client does not rely on anystatement, representation, assurance or warranty of PAY CROSSBORDERor any of its employees or agents other than as expressly set out in theseT&Cs.
    3. Should any of these T&Cs be deemed unenforceable or illegal, theremaining terms will nevertheless continue in force and effect.
15. PERSONAL DATA PROCESSING
    Client understands that PAY CROSSBORDER will process Client’s andBeneficiary’s personal data in accordance with the PAY CROSSBORDER’sdata privacy policy.
16. GOVERNING LAW AND LANGUAGE
    These T&Cs, any Instruction issued thereunder are governed by, and shallbe construed in accordance with the substantive laws of Canada and theparties hereto submit to the exclusive jurisdiction of the Canada courts.