IPBPAY TERMS AND CONDITIONS (EEA)

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

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

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

This website (“Website”) meaning ipbpay.com and any associated domain or mobile and web app (“App”) is owned and operated by Kaf International Payment Business Ltd, having its registered office at 20 Birchin Lane, Birchin Court, London, EC3V 9DU, United Kingdom, and registered under number 14815623.

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

General Terms

Glossary

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

• Account: The bank account notified by you to us into which any sums due from us to you pursuant to any Order will be paid.
• Authorised User: Any person you notify us of in writing and who we accept has authority to act on your behalf.
• Business Day: A day other than Saturday, Sunday, or a public holiday in Brussels, Belgium.
• Business Hours: 09:00 – 17:00 on a Business Day.
• Client Money: Money held by us on your behalf which will be held in a designated client account segregated from our money and not used as business expenditure unless specifically set out in these terms.
• Client Nominated Account: The bank account nominated by us from time to time into which the client funds will be paid.
• Consumer: Any natural person acting for purposes outside his trade, business, craft, or profession.
• Contract: Individual Orders that have been accepted by us.
• Contract Note: The written document setting out the details of an Order that will be sent to you following Order Confirmation.
• Direct Investment: Capital investment in an enterprise either directly or through a holding company for the purpose of acquiring a long-term interest and significant control over the management of that enterprise.
• Electronic Platform: The electronic trading platform used by us to provide the services.
• Goods and Services: All goods and services including but not limited to intellectual property such as computer software and patents and land.
• Good Till Cancelled: An Order which remains valid until cancelled by you.
• Limit Order: Has the meaning given in clause 22.2.
• Margin: A deposit or advance payment required in relation to a forward transaction.
• Margin Call: A request by us to you to provide additional amounts (not exceeding the full amount of the Sale Currency) as we may reasonably require on account to cover adverse exchange rate movements between the date of the Contract and the Value Date.
• Margin Nominated Account: The bank account nominated by us from time to time into which the Margin will be paid.
• MiFID Exempt Forward Transaction: A means of payment that (i) must be settled physically otherwise than by reason of a default or other termination event; (ii) is entered into by at least a person which is not a financial counterparty within the meaning of Article 2(8) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives central counterparties and trade repositories; (iii) is entered into in order to facilitate payment for identifiable Goods and Services or Direct Investment; and (iv) is not traded on a trading venue.
• Order: Your oral, electronic, or written instruction for us to perform a spot transaction, forward transaction, Stop Loss Order, or Limit Order.
• Order Confirmation: When we confirm the details of the Order to you by telephone, electronically, or in writing.
• Relevant Funds: Has the meaning given in clause 17.2.
• Sale Currency: The sums in a designated currency payable by you to us in respect of an Order including, without limitation, any Margin or Margin Call.
• Spot Contract: A Contract conferring the obligation to buy or sell a specified amount of currency where the Value Date is two Business Days after the Order.
• Stop Loss Order: Has the meaning given in clause 22.1.
• Regulations: All laws and regulations from time to time in force relating directly or indirectly to the use of our products and/or services including without limitation the Law of 18 September 2017 on the Prevention of Money Laundering and Terrorist Financing and the Restriction of the Use of Cash (“AML Law”), Book VI of the Code of Economic Law, and Titles 2 and 3 of Book VII of the Code of Economic Law.
• Undertaking: Each of the following organisations: (i) any natural person independently exercising a professional activity; (b) any legal person; (c) any other organisation without legal personality.
• Value Date: The date specified in the Contract Note by which you must have transferred the Sale Currency to the Client Nominated Account.

Are you an Undertaking or a Consumer?

In some sections, you will have different rights under these Terms depending on whether you are an Undertaking or a Consumer. If you are an Undertaking, these Terms (together with the Order) constitute the entire agreement between us in relation to your Order.

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

Who can use our services?

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

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

Anti-money laundering policies

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

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

If we suspect that you have given us false or inaccurate information, we may record our suspicions at fraud prevention agencies and may pass information about you to law enforcement agencies without further notice to you.

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

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

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

Shortfall

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

Closing your Account

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

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

Reliance on information posted

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

Intellectual property

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

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

Use of our online services

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

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

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

• Any error or interruption in communications; or
• Any losses or delays in the transmission of instructions caused by any ISP or software failure; or
• For any breaches of security of the Electronic Platform beyond our reasonable control.

Cybercrime Alert: Emails and Bank Details

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

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

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

Links to other sites

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

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

Limitations on liability

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

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

• Any inability to perform any of our obligations due to failure of any technical or computer systems or due to any other abnormal or unforeseeable circumstances beyond our control (such as acts of God, terrorism, war, government action, or natural disaster), the consequences of which would have been unavoidable despite all its efforts to the contrary.
• Any breach by us of any of our obligations where such breach is due to our duty to comply with any applicable laws of Belgium.
• Any loss resulting from third-party misuse including but not limited to email interception, stolen identity, and fraud.
• Any damage to your computer equipment as a result of using this Website or any products or services provided from it.
• Any change in foreign currency rates which may occur from time to time.

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

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

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

Warranties, representations, and undertakings

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

• You are acting as a principal and not as another party’s agent or representative;
• You are not prevented by any legal disability or subject to any law or regulation that would prevent you from performing your obligations under these Terms and any related transactions contemplated by them;
• You have all necessary consents and have the authority to enter into an agreement under these Terms and subsequent Orders or other transactions contemplated by them (and if you are a body corporate you are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents);
• You comply with all relevant laws, regulations, exchange control requirements, and registration requirements.

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

Privacy and data protection

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

Our contact details

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

Complaints

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

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

Customers qualifying as Consumers that receive an answer to their complaint that fails to resolve the issues for them can also seek recourse from the Ombudsman in Financial Disputes (Ombudsfin), an alternative dispute resolution entity within the meaning of article VII.216 of the Code of Economic Law and located at Boulevard Roi Albert II 8 bus 2, 1000 Brussels (telephone: +32 2 545 77 70, fax: +32 2 545 77 79, email: [email protected], website: www.ombudsfin.be). Furthermore, customers qualifying as Consumers can also have their dispute settled via the online dispute-resolution platform developed by the EU Commission under Regulation No. 524/2013 on online dispute resolution for Consumer disputes ( http://ec.europa.eu/consumers/odr). Information about the platform is available from the European Consumer Centre Belgium, Rue de Hollande 13, 1060 Brussels (telephone: +32 2 892 37 12, fax: +32 2 542 32 43).

You can also raise your complaints with the Directorate-General Economic Inspection (Algemene Directie Economische Inspectie / Direction Générale Inspection Économique) of the Federal Public Service Economy SMEs, Self-Employed & Energy, Boulevard Roi Albert II 16, 3rd floor, 1000 Brussels (telephone: +32 800 120 33; email: [email protected]). Forms can be downloaded at http://economie.fgov.be.

Regulatory and Safeguarding

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

• Execution of payment transactions including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider:
  • Execution of direct debits, including one-off direct debits;
  • Execution of payment transactions through a payment card or a similar device;
  • Execution of credit transfers, including standing orders.
• Issuing of payment instruments and/or acquiring of payment transactions.

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

• Segregate Relevant Funds from any other funds; and
• If any Relevant Funds are still held at the end of the Business Day following the day on which they were received, place them in a separate account that we hold with a credit institution located in a member state of the EU or a branch in Belgium of a credit institution located in a third country.

Assignment

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

Governing law and changes to these Terms

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

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

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

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

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

International Payments

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

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

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

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

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

All Orders are subject to acceptance by us, and we will confirm such acceptance to you within the App (on screen or via a downloadable PDF) or by sending you an email that confirms the Order has been accepted. The Contract between us and you will only be formed once we show or send you the Order Confirmation. We will treat the sending of the Confirmation by us as receipt by you. Until that time, there will be no binding arrangement for us to supply you with any services. You should retain a copy of the Order Confirmation for your records.

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

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

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

• Late arrival of funds to us may result in next day or deferred delivery (and fees may apply);
• Any forward transactions will be subject to daily Margin requirement;
• We cannot predict future exchange rates in the event of market movement;
• We will only accept payment directly from client authorised and approved bank accounts unless otherwise specified and agreed with us.

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

Providing the products

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

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

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

We may have to change or suspend our services to:

• Deal with technical problems or make technical changes;
• Update the product to reflect changes in relevant laws and regulatory requirements;
• Make changes to the product as requested by you or notified by us to you.

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

Stop loss orders and limit orders

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

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

Price and payment

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

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

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

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

• For spot transactions, we must receive payment of the Sale Currency in full from you into the Client Nominated Account no later than 17:00 on the Value Date; and
• For forward transactions:
  • You will immediately (in the normal course of events within 24 hours after the Order is placed unless otherwise agreed) pay into the Margin Nominated Account in cleared funds a Margin as determined in accordance with clause 24.5(b) below or such other percentage as we may specify at our sole discretion;
  • We must receive payment of the Sale Currency in full from you into the Client Nominated Account no later than 17:00 on the Value Date of the particular forward transaction.

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

The provisions of this clause apply to forward transactions.

• We may, in our absolute discretion at any time before or after we agree to enter into a Contract, require you to provide us with a Margin. You acknowledge that this money will not generally be covered by the safeguarding requirements under article 42 of the Law of 11 March 2018 on the status and supervision of payment and electronic money institutions, access to the business of payment service provider and to the activity of issuing electronic money, and access to payment systems and you agree that the principles set out in this clause will apply;
• In assessing the sum to be requested as Margin, we will, acting reasonably, use our discretion in making a determination of the risk of the trade and request an appropriate sum given the risk determination as Margin for that forward transaction;
• We will hold the Margin for you in a segregated client account. You are still the beneficial and legal owner of this money until such point in time as we incur any costs, losses, or liabilities in connection with or arising out of your Order(s), including, without limit, liabilities we incur with third-party currency dealers, exchanges, brokers, banks, or similar entities. Then we will become the beneficial owner of that proportion of the money held as Margin equal to our costs, losses, or liabilities without notice or demand by us;
• We reserve the right to transfer the Margin to our counterparty bank or third-party provider as Margin to cover the corresponding forward transaction entered into.
• We reserve the right to make a Margin Call to re-establish the Margin to the original percentage level agreed for the particular Order if the Margin subsequently falls below an acceptable threshold for that Order;
• All Margin Calls must be paid within 24 hours of our first communicating the Margin call to you;
• The Margin will vest in us automatically;
  • On the Value Date;
  • If you breach any material term of these Terms;
  • In the circumstances set out in clause 26.1(e).
• We may also offset any Margin(s) or other monies we are holding in respect of any one of your Orders against any costs, losses, and/or liabilities that we incur in connection with or arising out of any other Order you have with us.
• We accept no responsibility in the event that you send currency to any account other than the Client Nominated Account, so you must check that the correct Client Nominated Account is set out in your Order.
• All funds provided by you under an Order (whether as security or otherwise) may be appropriated by us if we incur any liability in respect of any transaction, in the event that you are unable to pay sums due to us, or in case of breach of these Terms.
• We may, at our discretion, make payments to third-party introducers.
• We will not be obliged to pay you interest on any Margin or Client Money held by us on your behalf.
• You must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
• We are not a currency trading platform. Accordingly, you may not use our services for this purpose (including sending us multiple Orders without the intention of completing all the Orders). If we detect that you are using our services for this purpose, we may, at our discretion, set a limit on the number of Orders you may send to us or refuse to accept any further Orders from you.

Your rights to end the Contract

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

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

• If what you have bought is faulty or misdescribed, you may have a legal right to end the Contract (or to get a service re-performed or to get some or all of your money back);
• If you want to end the Contract because of something we have done or have told you we are going to do, see clause 24.3;
• In all other cases (if we are not at fault), see clause 24.4.

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

• We have told you about an upcoming change to the financial services product or these Terms which you do not agree to;
• We have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
• There is a risk that supply of the products may be significantly delayed because of events outside our control;
• We have suspended supply of the products for technical reasons or notify you we are going to suspend them for technical reasons in each case for a significant period and in any event no less than 5 Business Days; or
• You have a legal right to end the Contract because of something we have done wrong.

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

How to end the Contract with us

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

Our rights to end the Contract

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

• You do not make any payment to us when it is due in accordance with these Terms;
• You are in material breach of these Terms or fail to comply with your obligations in respect of an Order;
• You are or we have reason to believe you are in breach of any relevant statute, regulation, or regulatory regime;
• It becomes unlawful for us to perform the services;
• You become unable to pay your debts as they become due, have a bankruptcy petition presented against you, propose a form of composition or arrangement to your creditors, or if you cease or threaten to cease to carry on all or a part of your business;
• Any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction;
• We are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;
• We have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing, or other criminal or illegal activity; or
• We consider that a forward transaction is not or ceases to be a MiFID Exempt Forward Transaction.

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

Our responsibilities for loss or damage suffered by you

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

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

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

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

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

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

• Unauthorised payments arising from your failure to keep the personalised security features of your account safe or arising from fraud by you;
• You not notifying us promptly of security issues on your account (e.g., loss of your password);
• You compromising the security of your account; or
• You failing to inform us about an unauthorised or incorrectly completed transaction without undue delay on becoming aware of any such transaction giving rise to a claim and no later than 13 months after the debit date.

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

• Any default in payment by you of any sum due under a Contract or any other breach of these Terms;
• Our carrying out your instructions; or
• Our exercising of our rights of suspension.

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

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

• You will take risk in and ownership of the purchased currency upon payment of the full amount of the sold currency as directed by your instructions contained in the relevant Order;
• If the Contract is a forward transaction, it is a MiFID exempt forward transaction;
• All Orders are placed in pursuance of your usual trade or business; and
• All Orders will be for commercial purposes only and not for currency speculation and not for investment business.

Cards

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

The Card

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

Cardholder requirement

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

Activating the Card

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

Physical Card

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

Virtual Card

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

Card Balances

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

Using your Card

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

Cancellation and expiry of your Card

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

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

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

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

Keeping the Card secure

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

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

• The loss, theft, or misappropriation of the Card was not detectable to you prior to a payment, except where you have acted fraudulently; or
• The loss was caused by acts or lack of action of an employee, agent, or branch of Us or of an entity to which our activities were outsourced.

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

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

If the Cardholder loses the Card, it is stolen, or they suspect that it has been used by someone other than the Cardholder, you must call Card Stop immediately on +32 78 170 170 (free of charge) or you call us immediately on +44 20 4577 2020 during Business Hours so that we can cancel the Card. Alternatively, you can mark the Card as lost or stolen via our App or the Website. Alternative local phone numbers can be found on our Website.

Our liability

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

Your liability

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

• Unauthorised payments arising from your failure to keep the personalised security features of your Card safe or arising from fraud by you;
• You not notifying us promptly of security issues related to your Card (e.g., loss of your Card);
• You compromising the security of your Card; or
• You failing to inform us about an unauthorised or incorrectly completed transaction without undue delay on becoming aware of any such transaction giving rise to a claim and no later than 13 months after the debit date.

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

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

Your right to a refund

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

Fees

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

Cardholder details

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

Disputes with retailers

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

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

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

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

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

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

Mobile Application Security Features

At IPBPAY, we are committed to protecting your privacy and securing your personal data. This section of our Terms and Conditions outlines the mobile security features we implement in our mobile application, provided by Kaf Technology, and our compliance with the General Data Protection Regulation (GDPR) and other relevant laws. By using our application, you agree to these terms.

Security Features

To ensure the highest level of security for your data and transactions, our mobile application integrates the following protection measures, powered by Kaf Technology:

• Kaf In-App Protection: Our application uses advanced security mechanisms provided by Kaf Technology’s Kaf In-App Protection to ensure continuous monitoring and real-time defense against various mobile threats. Key features include:
• Runtime Application Self-Protection (RASP): This feature protects the application from tampering or intrusion during runtime. It continuously monitors the app’s behavior and halts any suspicious or malicious activity.
• Anti-Debugging and Anti-Tampering Mechanisms: These prevent any unauthorized access to the app’s code, helping to defend against reverse engineering, debugging, or code injection.
• Jailbreak/Root Detection: The app automatically detects if the mobile device has been jailbroken (iOS) or rooted (Android), which could expose the device to security vulnerabilities. In such cases, the app will restrict or block certain functionalities to protect your data.
• App Shielding and Code Obfuscation: Critical components of the app are obfuscated and shielded to prevent hackers from extracting sensitive information or understanding the application’s internal workings.
• Advanced Encryption: In addition to end-to-end encryption for communications, Kaf Technology implements multiple layers of encryption within the app to protect sensitive data, such as stored credentials or session tokens.
• Application Integrity Verification: Kaf Technology’s solution performs regular checks to ensure that the mobile application has not been tampered with or modified. If any unauthorized modification is detected, the application will lock itself to prevent further access.
• Real-Time Threat Detection: Our application utilizes real-time threat detection to identify security risks like malware or abnormal behavior. This ensures any emerging threats are dealt with swiftly to protect your personal data.
• Biometric Authentication: For enhanced security, we support biometric authentication (e.g., fingerprint or facial recognition) to ensure that only authorized users can access the application, providing an additional layer of protection.
• Session Management: Your active sessions within the application are closely monitored. If we detect suspicious activity, such as unauthorized session hijacking, the session will be automatically terminated to prevent unauthorized access to your account.
• Secure Storage: Sensitive data, including access tokens and private information, is securely stored on your device using encrypted containers, ensuring that even if the device is compromised, this information remains protected.

Data Collection and Usage

• Personal Data: We collect and process your personal data in accordance with GDPR guidelines. The data we collect is used solely for the purposes of providing and improving our services, enhancing security features, and complying with legal obligations. For more details on how we handle your data, please refer to our Privacy Policy.
• Security Logs: To protect your account and ensure the integrity of our mobile application, we collect security-related data such as device information, IP addresses, and activity logs. This information is used to detect and respond to potential security threats.
• Data Minimization: We only collect data necessary for the operation of security features and application functionality. Data is stored securely and only for the duration required by law or to fulfill the purpose for which it was collected.

User Responsibilities

You agree to take the following precautions to protect your account and personal data:

• Device Security: Ensure your mobile device is protected by a passcode, biometric lock, or other security measures. Avoid using insecure devices or connecting to unsecured networks.
• Keep Credentials Safe: Do not share your account credentials with anyone. If you suspect unauthorized access, immediately change your password and notify us of any potential breach.
• Update Software: Regularly update both your mobile operating system and our mobile application to the latest version to ensure optimal security protection.

Data Breach Notification

In the unlikely event of a data breach, we will notify the relevant supervisory authorities as required by the GDPR. If a breach is likely to result in a high risk to your rights and freedoms, we will also inform you promptly.

Amendments to These Terms

We reserve the right to update or modify these terms at any time. Any changes will be effective immediately upon posting the revised terms on our application. Your continued use of the application constitutes your acceptance of the updated terms.

Contact Information

For any questions or concerns regarding these terms or the security of our mobile application, please contact us at [email protected].