Effective Date: September 7, 2025
This Agreement (the "Agreement") is made on the __th ________ 2025 between
The Client and the Service Provider shall be collectively referred to as the "Parties" or individually as a "Party" NOW IT IS HEREBY AGREED as follows:
In this Agreement the following words shall have the following meanings, unless the context otherwise requires:
"Accounts" means any account established with the Credit Institution on behalf of the Client to be operated by the Service Provider.
"Associated Payment Documents" means any agreements, notices or other documents between the Parties and/or the Service Provider which are relevant to a Payment Service.
"Associated Transaction Documents" means any agreements, notices or other documents between the Parties which are relevant to a Transaction.
"Banking and Custodial Services" means those services to be provided by the Credit Institution ancillary to the provision of the Services by a Credit or Financial Institution.
"Client Deposits" means the balances standing to the credit of the Accounts.
"Confidential Information" means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing Party, together with all information derived by the receiving Party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential.
"Connected Company" means any company which is:
"Credit Institution" means the authorized deposit taking institution agreed to between the Parties who will provide the Banking and Custodial Services;
"Credit or Financial Institution Agreement" means the customer agreement between the Service Provider as customer and the Credit or Financial Institution as the bank containing the terms upon which the Accounts will be operated, and the Transactions undertaken;
"Credit Transfer"
"Data Protection Legislation" means:
together with any other applicable legislation and any associated regulations or instruments and any other data protection laws, regulations, regulatory requirements, instruments, guidance and codes of practice applicable to Personal Data processed under this Agreement, all of which as amended or replaced from time to time;
"FINTRAC Rules" means the applicable provisions of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and related regulations ("PCMLTFA") and related FINTRAC directives and guidelines;
"Force Majeure Event" means any cause affecting, preventing or hindering the performance by a Party of its obligations under this Agreement arising from acts, omissions, events, or beyond its reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
"Payment Services" means the activities of:
Each as defined in the Payment Service Agreement.
"Payment Services Agreement" means the agreement relating to the performance of the Payment Services for the benefit of the Client by the Service Provider;
"Remittance Services" means the remittance of funds to or from various jurisdictions in Asia and Europe to or from the Accounts within the range of currencies which are agreed to between the Parties from time to time;
"Services" means the service provided by the Service Provider, on behalf of the Client as described in Clauses 4;
"Transaction" means:
2.1. The Client appoints and authorizes the Service Provider to arrange and set up Accounts on behalf of the Client with the Credit Institution. Such Accounts shall be held in the name of the Service Provider, and it shall be the direct client of the Credit Institution. However, in jurisdictions where a safeguarding Account is required under law, the Service Provider will open an Account under the Services Provider's name in trust for the benefit of the Client to safeguard the Client Deposits.
2.2. The Client allows and agrees that the Service Provider, will have exclusive rights to access, operate, administrate and arrange Transactions on behalf of the Client based solely on the Client's instructions. The Client shall execute such documentation, evidence and agreements as are necessary to implement and evidence such authority.
2.3. The Service Provider accepts the role of agent to all Transactions and the exclusivity to open Accounts on behalf of the Client and were requested by the Client, to effect Transactions on the Accounts pursuant to the Client's instructions which can be provided by telephone, other oral form of communication, letter, electronic mail, or other form of communication acceptable to the Service Provider. The Service Provider may in good faith rely upon, and the Client shall be bound by, any instructions which purport to originate from a person actually or apparently authorized on behalf of the Client to give such instructions.
2.4. In seeking to implement any instruction or request (including to arrange or effect any Transaction under any Associated Transaction Documents) on behalf of the Client, the Service Provider will have complete authority as the Client's agent.
2.5. The Service Provider may at any time, and without any liability on its part, refuse to act upon, arrange or otherwise implement any instruction or request or may refuse to affect any Transaction without giving any reason, provided that such refusal is notified to the Client promptly. The Service Provider will have no responsibility in relation to any instruction or request that is not actually received by it.
2.6. The Service Provider may instruct agents (which may be Connected Companies) to affect any Transaction on its behalf or on behalf of the Client.
2.7. The Client undertakes and warrants to the Service Provider that, unless and until the Client notifies the Service Provider to the contrary in writing, the Client will be acting as principal and will not be acting as agent for any other person or entity. When the Client acts as agent the terms of Schedule 1 will apply.
3.1. The Client appoints and authorizes the Service Provider to:
3.2. The Client agrees and acknowledges that by entering into this Agreement they must remain a Party to the Payment Services Agreement for the duration of this Agreement. The Client warrants and covenants that they shall not seek to terminate the Payment Services Agreement whilst this Agreement remains in force.
3.3. In the event of the termination of this Agreement, the Service Provider shall, as the Client's agent, terminate the Payment Services Agreement on their behalf in a manner that will ensure it terminates at the same point in time.
3.4. Right to refuse, cancel or delay the Services is granted to the Service Provider at its discretion
4.1. The Service Provider hereby agrees to:
4.2. The performance of the Service Provider's obligations under this Agreement is subject to the terms of the Credit or Financial Institution Agreement and the Payment Services Agreement. To the extent of any inconsistency between the terms of the Credit or Financial Institution Agreement, the terms of the Payment Services Agreement and this Agreement, the terms of the Credit or Financial Institution Agreement or the Payment Services Agreement (as applicable) shall prevail.
4.3. The Parties agree and acknowledge that the Service Provider is not:
5.1. The Client hereby agrees to:
5.2. The Client undertakes not to submit any Transaction or Payment Services instruction that the Client knows is, or should have known to be, illegal or fraudulent or bring about reputational damage to the Service Provider.
5.3. The Client agrees and acknowledges that it is a counterparty to each of the Payment Services Agreement and any terms and conditions of a Credit or Financial Institution in respect of the provision of Accounts, Banking and Custodial Services and Transactions, and agrees, warrants and covenants to adhere to such obligations as a counterparty.
6.1. Both Parties agree that:
6.2. The Client will be responsible for paying all bank charges that may apply in respect of any Remittance Services.
6.3. The Service Provider may adjust fees periodically and will communicate any changes to the Client through email.
6.4. The Client will be responsible for the payment of any fees including transfer fees, registration fees, foreign exchange fees and all other liabilities, charges, costs and expenses payable or incurred by the Service Provider in connection with Transactions and/or Payment Services arranged or effected on behalf of the Client pursuant to this Agreement, the Payment Services Agreement the Credit or Financial Institution Agreement or any Associated Transaction Documents or Associated Payment Documents.
6.5. In consideration of the Services that the Service Provider performs under this Agreement, the Service Provider may receive remuneration and fees from, or share fees and charges with, a third party (including any Connected Company or executing broker) on any basis that the Service Provider agrees with such a person. The Service Provider will give the Client details of any such arrangements or of any amount received and shared with such a person at the Client's request.
Where the Service Provider executes payments or custodial transfers as agent, it will report all required Transactions in accordance with the relevant FINTRAC Rules and any other applicable regulation or legislation.
8.1. The Service Provider may introduce payments or Transactions to or execute Transactions with brokers in circumstances where it or a Connected Company may have an interest which may conflict with the Service Provider's duty to the Client. The Service Provider will ensure that such Transactions are effected on terms that are not materially less favourable than if the conflict had not existed.
8.2. The Service Provider may be an entity that is a Connected Company, that the Service Provider has an interest in and/or that a Connected Company may have an interest in which may conflict with the Service Provider's duty to the Client. The Service Provider will ensure that the provision of Payment Services by the Service Provider in such an instance is effected on terms that are not materially less favourable than if the conflict had not existed.
8.3. The Service Provider maintains a Conflict of Interest Policy (the "Policy") that sets out the types of actual or potential conflicts that may affect the Service Provider's business and provides details on how these are managed. A summary of how such conflicts are managed is set out below:
8.4. Neither the Service Provider nor any Connected Company shall be liable to account to the Client for, or disclose to the Client, any profit, charges, commission or other remuneration arising in respect of transactions with Connected Companies or in which it has a material interest except as referred to in paragraphs above.
8.5. The relationship between the Client and the Service Provider will not give rise to any fiduciary or equitable duties on the part of the Service Provider which would prevent or hinder the Service Provider or any Connected Company in providing any Service referred to in this Agreement or in doing any other business with or for the Client.
9.1. The Service Provider may issue an interim confirmation to the Client in respect of Transactions arranged or effected on behalf of the Client pursuant to this Agreement or any Associated Transaction Documents. Such interim confirmation shall be in addition to any confirmation provided by the Credit or Financial Institution or executing broker (whether in accordance with the FINTRAC Rules or at all).
9.2. Where the Service Provider has executed a Transaction for the Client, it will issue any confirmation required by any applicable law or regulations.
9.3. Where the Service Provider has provided a Payment Service to the Client and receives any documentation to the Service Provider in respect of that Payment Service, which is addressed to the Client, the Service Provider shall promptly issue such documentation to the Client.
10.1. Each Party warrants and represents:
10.2. The Service Provider neither warrants that the use of the Accounts, the operation thereof and/or the provision of Payment Services by the Service Provider will be uninterrupted nor error free, however, the Service Provider warrants that it shall use its reasonable endeavours to ensure a good service level is available.
10.3. The Service Provider makes no express or implied representations or warranties with respect to the Accounts, Payment Services, payments, transactions, related services or the banking Services, nor does it make any warranties in respect of banking conditions, merchants, third-parties or other factors relevant to the Services or to this Agreement.
Save for any negligence, wilful default or fraud on the part of the Service Provider or a Connected Company or any of their respective officers, directors, employees and agents, the Client shall indemnify and hold the Service Provider harmless from and against any damage, claim, loss or liability that the Service Provider may incur in respect of anything done or omitted to be done for the purpose of carrying out any Transaction and/or effecting any Payment Service performed by the Service Provider for the Client or otherwise acting on the Client's instructions under this Agreement including without limitation:
12.1. Neither the Service Provider nor any Connected Company nor any of their respective officers, directors, employees or agents shall be liable for any loss, liability or expense suffered or incurred by the Client arising directly or indirectly out of or in connection with the Services to which this Agreement relates unless such loss, liability or expense arises from its or their respective gross negligence, wilful default or fraud. In no event will the Service Provider or any Connected Company or any of their respective officers, directors, employees or agents be liable for any consequential, indirect or special damage suffered by the Client.
12.2. If any action or proceeding is brought by or against the Service Provider or a Connected Company or any of their respective officers, directors, employees or agents against or by a third party in relation to any Transaction for the Client's Account, and Payment Service performed for the benefit of the Client, or any other matter otherwise carried out on the Client's instructions under this Agreement, the Client agrees to co-operate with the Service Provider to the fullest extent possible in the defence or prosecution of such action or proceeding.
12.3. The Service Provider will not be liable to the Client for:
12.4. Nothing in this Agreement shall be taken to exclude or restrict any duty or liability to the Client which the Service Provider has under regulation or under any other applicable law or regulation.
13.1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement, for any reason, on giving not less than 30 days' written notice to the other Party.
13.2. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
13.3. The Service Provider may terminate this Agreement immediately where the Client is identified to have been the source of fraudulent activity or cause damage to the Service Provider's reputation whether financial or otherwise.
13.4. Upon termination the Parties shall be discharged from any liability for further performance of its obligations under this Agreement.
13.5. Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of any of the Parties nor shall it affect the coming into force or the continuance of any provision in this Agreement which is expressly or implied to come into or continue in force on or after such termination. Upon termination, all amounts payable by the Client to the Service Provider will become immediately due and payable including, without limitation:
13.6. Termination of this Agreement will not affect any Transactions and/or the provision of any Payment Services by the Service Provider in progress at the point of termination. Any Transactions in progress will be completed by the Service Provider as soon as practicable, and the Service Provider shall instruct the Service Provider to complete all outstanding Payment Services as soon as practicable.
14.1. Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Agreement, each Party shall:
14.2. Clause 13.1 shall not apply to the extent that:
14.3. The Service Provider may only disclose the Client's Confidential Information to its employees or authorized third parties who are directly involved in the provision of the Services and who need to know the information. The Service Provider shall ensure that such employees and third parties are aware of, and comply with, these confidentiality obligations.
14.4. The Service Provider shall not and shall procure that their employees or authorized third parties do not, use any of the Client's Confidential Information received otherwise than for the purposes of this Agreement.
15.1. Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
15.2. In the event that either Party is delayed or prevented from or hindered in performing its obligations under this Agreement by a Force Majeure Event, such Party shall:
15.3. If the period of incapacity exceeds two months, then this Agreement shall automatically terminate unless the Parties expressly agree otherwise in writing.
16.1. The relationship between the Parties hereto shall be one of service provider to client for the single purpose of the business relationship herein created.
16.2. This Agreement shall not in any way constitute a partnership or joint venture between the Parties.
16.3. This Agreement is not intended to confer on any person other than the Service Provider and the Client, any express or implied benefit or burden.
17.1. For the purposes of this Agreement, both Parties are controllers in relation to their processing of Personal Data in the course of their own business. The Parties shall comply at all times with the Data Protection Legislation in connection with their activities under this Agreement. Client agrees to receive periodical emails, notification from Service Provider
17.2. The Parties agree that where in limited circumstances they do share Personal Data in connection with this Agreement in connection with evidencing internal compliance and sharing names of individuals or other personnel associated with providing contractual sign off in connection with this Agreement, general correspondence for the management of the Agreement, or for KYC and KYB identification processes including in relation to Personal Data comprised in KYC and KYB documentation, they shall do so in compliance with the Data Protection Legislation and on a Controller to Controller basis. At no point will either Party be acting as a processor for the other Party.
17.3. The Parties agree that as Controllers they shall each ensure that all fair processing notices have been given and are sufficient in scope, compliant and kept up to date to enable each Party to Process the Personal Data in order to obtain the benefit of its rights, and to fulfil its obligations, under this Agreement in accordance with the Data Protection Legislation.
18.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Service Provider.
18.2. Nothing set forth in this Agreement shall constitute a transfer or assignment by one Party to another Party of any Intellectual Property Rights owned or otherwise controlled by such Party, and each Party hereby retains all of its rights, title and interest in such Intellectual Property Rights.
The rights, benefits or obligations under this Agreement may not be assigned or otherwise transferred in whole or in part without the prior written consent of all the Parties but shall be binding upon and inure to the benefit of each of the Parties and, where so permitted, their assigns or other transferees. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
To help the government fight the funding of terrorism and money laundering activities, FINTRAC Rules requires reporting entities to obtain, verify, and record information that identifies each person who opens an Account. What this means for you: When you open an Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a copy of your driver's license or other identifying documents.
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
In the event that any provision of this Agreement is declared by any applicable law, judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or irrelevant it shall to the extent required by such law or authority, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this Agreement.
At its own expense, each Party shall use all reasonable endeavours to procure that any necessary documents required to be executed by them or any third party shall, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
Service Provider keep the rights to make changes to this Agreement unilaterally under certain circumstances for example to account for changes in law, to update pricing, to change the functionalise offered, etc
Service Provider have a right to terminate the Agreement without cause by sending a 30 days notice in the event a Client refuses certain modifications to the Agreement
24.1. The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
24.2. Each Party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent, negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
24.3. Nothing in this clause shall limit or exclude any liability for fraud.
Any dispute arising out of or in connection with the interpretation of the provisions of this Agreement or the performance of same shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The dispute shall be resolved by a sole arbitrator and the appointment of the arbitrator shall be in accordance with the said Rules. Any award or decision of the arbitrator shall be final and binding on the Parties. The seat of the arbitration shall be Toronto, Canada and the language to be used in the arbitral proceedings shall be English.
This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein.
On behalf of Breinrock Limited:
DATE: DD.MM.YYYY
Zoran Radovanovic
TITLE: CEO
SIGNATURE……………………………………………………………………………..
On behalf of the Client:
DATE DD.MM.YYYY
NAME & SURNAME:
TITLE:
SIGNATURE…………………………………………………………………………..
This Schedule sets out the fees which apply in respect of any Transaction where the Client is acting on their own behalf or where the Client is acting as agent for a person or entity.
| Description | Fee, PRIMARY CURRENCY |
|---|---|
| Onboarding Fee | Administration and Compliance AML/KYC |
| Account Fee | A fixed monthly charge for a segregated IBAN Fixed Fee N/A |
| Closing Account fee | N/A |
| Minimum Fee | A fixed monthly minimum charge on the account offset by other fees incurred N/A |
| Description | Fee |
|---|---|
| Local Payments EURO SEPA Per Transaction |
% MIN 20 |
| Local Payments GBP Faster payments Per Transaction |
% MIN 15 |
| Local Payments USD ACH Per Transaction |
% MIN 20 |
| Local Payments USD Fedwire Per Transaction |
% MIN 50 |
| Local Payments CAD Interac - EFT Per Transaction |
% MIN 30 |
| SWIFT Payments All Currency International per Transaction – EUR / GBP / USD / CAD / AED |
0.50 % MIN 50 / 40 / 50 /70 / 200 |
| Intra-account Transfers Transfer between accounts at the same bank |
N/A |
| Trace Instructing a payment trace – EUR / GBP / USD / CAD / AED |
100 / 80 / 100 / 150 / 400 |
| SWIFT Amendment Instructing a SWIFT amendment – EUR / GBP / USD / CAD / AED |
100 / 80 / 100 / 150 / 400 |
| Recall Instructing a payment recall – EUR / GBP / USD / CAD / AED |
100 / 80 / 100 / 150 / 400 |
| Local incomings Incoming on Breinrock Local Accounts as per list |
|
| Auditors Letter Issue of letter, PRIMARY CURRENCY |
100 / 80 / 100 / 150 / 400 |
| Minimum Deposit on account | N/A |
| Bank Reference Letter Issue of letter, PRIMARY CURRENCY |
300 / 250 / 300 / 450 / 1200 |
| Description | Fee | Notes |
|---|---|---|
| Note 1: Above mentioned fee applicable for WIRE transfers file name '15- Payment Routes' | ||
| Note 2: Fees Appendix 3 are based on daily FX Rates | ||