BREINROCK – PAYMENT TERMS AND CONDITIONS

• Breinrock (DIFC) Tech Ltd, The firm is incorporated under Dubai Financial Centre holding Commercial Licence number CL5927, and Regulated by Dubai Financial Services Authority holding MSB Licence number F007440, a company incorporated under the laws of United Arab Emirates and having its principal place of business at Emirates Financial Towers, Office S2109, DIFC Dubai, UAE, permitted to act as money transfer business (hereinafter the above entities will be referred to as “the Service Provider”);

The Client and their Service Provider shall be collectively referred to as “the Parties” or individually as “a Party”.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS
   1. In this Agreement the following words shall have the following meanings, unless the context otherwise requires:

2. APPOINTMENTS AND INTRODUCTIONS IN RESPECT OF ACCOUNTS

• 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.
• 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.
• The Service Provider accepts the role of agent to all Transactions and the exclusivity to open Accounts on behalf of the Client and where requested by the Client, to effect Transactions on the Accounts pursuant to the Clients 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 authorised on behalf of the Client to give such instructions.
• 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.
• 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.
• The Service Provider may instruct agents (which may be Connected Companies) to affect any transaction on its behalf or on behalf of the Client.
• 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.
• Since the firm is providing payment so the account is strictly for payment transactions and that the firm will not pay any interest or return on the funds.
• As per Rule Reference is COB 13.7.1 a firm can only provide a Payment Account to a Retail Client if that client is an "Undertaking" (a corporate entity/business) and the account is used strictly for business purposes.
• Interest and Return Disclosures: Any amounts held in connection with a Payment Account:
  • (a) do not constitute a deposit;
  • (b) do not operate as or function as a savings account;
  • (c) do not earn interest, profit, yield, or any form of investment return; and
  • (d) are not covered by any deposit protection, insurance, or guarantee scheme.
• The Company does not pay interest on Payment Account balances unless expressly agreed in writing in a separate agreement approved in accordance with applicable DFSA requirements.Firm is strictly prohibited from paying any interest or other return on amounts held in a Payment Account, in accordance with COB A7.2.16.

3. APPOINTMENTS AND INTRODUCTIONS IN RESPECT OF PAYMENT SERVICES

• The Client appoints and authorizes the Service Provider to
  • establish, for and on behalf of the Client, the provision of the Payment Services by the Payment Service Provider to the Client.
  • execute the Payment Services Agreement on behalf of the Client as their agent; and
  • access, operate, administer and arrange the Payment Services by the Payment Service Provider on behalf of the Client in such a manner as the Service Provider consider necessary to effect the Client’s instructions.
• 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.
• 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.
• The Service Provider accepts the role of agent of the Client in relation to the matters specified in clause 3.1 and shall instruct the Payment Service Provider to effect such Payment Services as are necessary to fulfil the Client’s instructions.
• The Client can submit instructions relating to the Payment Services via 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 authorised on behalf of the Client to give such instructions.
• In seeking to implement any instruction or request (including to arrange or effect any Associated Payment Documents) on behalf of the Client, the Service Provider will have complete authority as the Client’s agent.
• 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 effect any Payment Services 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.
• The Service Provider may instruct agents (which may be Connected Companies) to effect any Payment Services by the Payment Services Provider on behalf of the Client.
• 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.

4. THE SERVICE PROVIDER’S OBLIGATIONS

The Firm provides Money Services, including the operation of Payment Accounts and issuance of Payment Instruments to facilitate Payment Transactions. The services are limited to those expressly set out in this Agreement.

The Firm acts as an intermediary and service provider to enable Clients to:

• hold funds in a Payment Account;
• initiate and receive payment transactions; and
• use Payment Instruments to execute transactions.

The Firm does not:

• provide investment advice;
• act as a bank; or
• guarantee the performance of third parties involved in payment processing.
• The Service Provider hereby agrees to:
  • arrange and establish the Accounts with the Credit or Financial Institution on behalf of the Client according to the Client’s instructions;
  • access, operate, administer and arrange the provision of the Payment Services by the Payment Service Provider on behalf of the Client;
  • execute Transactions on behalf of the Client pursuant to the Client’s instructions;
  • effect the provision of the Payment Services on behalf of the Client pursuant to the Client’s instructions;
  • assist the Client in respect of any settlement and fraud matters, and ongoing underlying technical and client support with regard to the Accounts and the Payment Services;
  • the performance of the Service Provider’s obligations under this Agreement are 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.
• The Parties agree and acknowledge that the Service Provider is not:
  • advising the Client on whether any Accounts or Payment Services are a suitable service to meet its financial needs;
  • advising which Credit or Financial Institutions or Payment Service Providers may be appropriate for its financial needs;
  • responsible for meeting the obligations of any Credit or Financial Institution or Payment Service Provider, nor for providing any assurances in relation to their solvency;
  • advising the Client on the impact that Account, Banking and Custodial Service, Transaction and/or Payment Service will have on its legal rights or tax position; or
  • undertaking that the Client will receive a guaranteed rate of return on any asset it acquires via the Services.
• The service provider will in respect of Retail Clients, will provide at least 14 days’ prior written notice of any material changes before such changes take effect. Continued use of the services following the effective date shall constitute acceptance of the revised terms.

5. THE CLIENT’S OBLIGATIONS

• The Client hereby agrees to:
  • allow the Service Provider to access and operate the Accounts on behalf of the Client;
  • allow the Service Provider to access, operate, administer and arrange the provision of the Payment Services by the Payment Service Provider on behalf of the Client;
  • provide the Service Provider with all the necessary Know-Your-Customer (“KYC”) or Know-Your-Business (“KYB”) details to allow for the facilitation of effective
    • incoming and outgoing Transactions; and
    • Payment Services
  • as instructed by the Client. Furthermore, the Client hereby agrees to the sharing of such details with relevant third parties to support the provision of the Services;
  • be responsible for conducting anti-money laundering procedures in respect of all the Client’s Principals in accordance with the MLRs;
  • respond to all inquiries in respect of all incoming and outgoing transactions within 24 hours of receipt of such inquiry;
  • respond to all inquiries in respect of all Payment Services within 24 hours of receipt of such inquiry;
  • be solely responsible and accept all liability in respect of any KYC or KYB requirements relating to the parties involved in all incoming and outgoing transactions and/or Payment Services;
  • notify the Service Provider in the event of the Client or its Connected Companies becoming associated or charged with any regulatory breach. The Client agrees to notify the Service Provider within five days of the breach.
• 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.
• 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. FEES AND RETAINER

• Both parties agree that:
  • the fees payable to the Service Provider under this Agreement shall be deducted by the Service Provider from the Client Deposits;
  • in relation to those fees associated with arranging the access, operate, administer and arrange the provision of the Payment Services by the Payment Service Provider, on a monthly basis in arrears from the Client Deposits; and
  • in relation to all other fees, upon receipt of the relevant Client Deposit.
• The Client will be responsible for paying all bank charges that may apply in respect of any Remittance Services.
• The Service Provider reserve the right to amend or waive any of its fees from time to time and upon agreement by both Parties.
• 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 Institution Agreement or any Associated Transaction Documents or Associated Payment Documents.
• 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.

7. REPORTING

Where the Service Provider executes payments or custodial transfers as agent, it will report in accordance with the relevant DFSA Rules and any other applicable regulation or legislation.

8. RELATIONSHIPS BETWEEN CONNECTED COMPANIES AND TRANSACTIONS WITH CONNECTED COMPANIES

• 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.
• The Payment 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 Payment Service Provider in such an instance is effected on terms that are not materially less favourable than if the conflict had not existed.
• 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:
  • establishing arrangements that require information held by a person in the course of carrying on one part of its business (or that of a Connected Company) should be withheld from, or not be used for, persons with or for whom it or a Connected Company acts in the course of carrying on another part of its business; and
  • relying on a policy of independence under which employees are required to disregard any material interests or conflict of interest when advising a customer or dealing on behalf of a customer.

Potential conflicts may arise where the Firm:

• receives fees from third-party service providers;
• processes transactions involving affiliated entities; or
• has competing interests between Clients.

The Firm will take all reasonable steps to prevent conflicts from adversely affecting Clients.

Where a conflict cannot be avoided, the Firm will disclose the nature of the conflict to the Client.

• 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.
• 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. CLIENT MONEY SAFEGUARDS

Regulatory Protections and Segregation: The Client is subject to the protections conferred by the DFSA’s Client Money Provisions.

• As a consequence, this money will be held completely separate from the Service Provider’s own money.
• In the event of the Service Provider’s insolvency, winding up, or any other Distribution Event stipulated by the DFSA, the Client’s money will be subject to the DFSA’s Client Money Distribution Rules.

Third-Party Agents and Jurisdictional Risks: Client Money will be held with a Third Party Agent that is a Bank or a Regulated Financial Institution authorised to accept or take deposits.

• The Client acknowledges that in the event of the failure of that Third Party Agent (The Bank), the Client may lose all, or part, of that money.
• Furthermore, Client Money may be held in a jurisdiction outside the DIFC.
• The market practices, insolvency laws, and legal regimes applicable in that jurisdiction may differ from the regime applicable in the DIFC.
• Key information regarding the relevant aspects of the insolvency regime in which the Third Party Agent (The Bank) is located will be made available to the Client upon request.

10. CONFIRMATIONS

• 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 DFSA Rules or at all). The service provider will assign a unique reference number or identifier to each payment transaction.
• Where the Service Provider has executed a Transaction for the Client, it will issue any confirmation required by any applicable law or regulations.
• Where the Payment Service Provider has provided a Payment Service to the Client and issued 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.
• The service provider will observe and analyse payment information to ensure consistency with the initial KYC and onboarding information provided by the customer.
• The firm will implement robust currency conversion systems that can accurately convert transaction amounts between the currency of the relevant Payment Account.

11. WARRANTIES AND REPRESENTATIONS

• Each Party warrants and represents:
  • that it has full capacity and authority to enter into and to perform this Agreement;
  • that this Agreement is executed by a duly authorized representative of that Party;
  • that there are no actions, suits or proceedings or regulatory investigations pending or, to that Party's knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement.
• The Service Provider neither warrants that the use of the Accounts, the operation thereof and/or the provision of Payment Services by the Payment 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.
• 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.

12. INDEMNITIES

• 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 Payment Service Provider for the Client or otherwise acting on the Client’s instructions under this Agreement including without limitation:
  • any negligent act, omission, fraud or wilful misconduct by the Client or the Client’s employees or agents.
  • any violation of applicable law, statute or regulation by the Client or its employees or agents.
  • any failure to implement adequate fraud protection procedures or failure in identifying all relevant source of funds, or failure in carrying out necessary KYC and industry group checks in order to fulfil any current or future compliance to relevant regulatory requirements.

13. LIMITATION OF LIABILITY

• 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 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.
• 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.
• The Service Provider will not be liable to the Client for:
  • any default, of any nature, or for any reason by a Credit or Financial Institution holding an Account in relation to returning the amount of any deposit(s) placed into Accounts by the Client, or in relation to any interest on that Account and this risk will remain with the Client at all times;
  • any default, of any nature, or for any reason by a Payment Service Provider holding funds in relation to the provision of a Payment Service in relation to returning the amount of any funds they hold for the Client’s benefit and this risk will remain with the Client at all times;
  • any loss or damage the Client suffers as a result of a Credit or Financial Institution or a Payment Service Provider going into liquidation or a receiver, trustee, administrator or other insolvency practitioner (or the equivalent proceeding in another jurisdiction) being appointed to in respect of them; nor
  • any loss or damage suffered by the Client as a result of any communication method used by the Client to instruct the Service Provider being unavailable for any reason and the Client therefore being unable to give us an instruction.
• 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.

14. TERMINATION

• 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.
• 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:
  • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of either Party (being a company, limited liability partnership or partnership);
  • an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over either Party (being a company);
  • the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen days after being notified in writing to do so.
• The Service Provider may terminate this Agreement immediately where the Client is identified as the source of fraudulent activity or as having caused damage to the Service Provider’s reputation, whether financial or otherwise.
• Upon termination, the Parties shall be discharged from any liability for further performance of its obligations under this Agreement.
• 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:
  • any outstanding fees, charges and commissions; any expenses incurred by the Service Provider in terminating these arrangements; and
  • any losses and expenses realised in closing out any Transactions, completing any Payment Services or settling or concluding outstanding obligations incurred by the Service Provider on the Client’s behalf.
• Termination of this Agreement will not affect any Transactions and/or the provision of any Payment Services by the Payment 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 Payment Service Provider to complete all outstanding Payment Services as soon as practicable.

15. CONFIDENTIALITY

• Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this agreement, each Party shall:
  • treat the other party's Confidential Information as confidential; and
  • not disclose the other party's Confidential Information to any other person without the owner's prior written consent, unless required to by law.
• Clause 14.1 shall not apply to the extent that:
  • such information was in the possession of the Party making the disclosure, without obligation of confidentiality, prior to its disclosure; or
  • such information was obtained from a third party without obligation of confidentiality; or
  • such information was already in the public domain at the time of disclosure otherwise than through a breach of the Agreement; or
  • such information was independently developed without access to the other Party’s confidential information.
• 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.
• 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.

16. FORCE MAJEURE

• 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.
• 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:
  • give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause of the delay or prevention and its estimated duration.
  • use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this agreement; and
  • resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
• If the period of incapacity exceeds two months, then this Agreement shall automatically terminate unless the Parties expressly agree otherwise in writing.

17. CLIENT CLASSIFICATION AND CUSTOMER DUE DILLEGENCE REQUIREMENTS

• Prior to or immediately after the execution of this Agreement (but in any event prior to the provision of any Financial Services by us), you shall provide us with all such details and documents about yourself as may be required by us in order to complete Client Classification as per the DFSA Rulebook. Before carrying out a financial service with or for a Person, the Firm must first determine whether that Person is a Professional Client as defined in COB rule in respect of all or certain financial services or products offered by the Firm. Given that the services offered by the Firm and its systems are already designed for Retail Clients only, the Firm has taken the decision to classify all its clients as Retail Clients.
• Prior to or immediately after the execution of this Agreement (but in any event prior to the provision of any Financial Services by us), you shall provide us with all such details and documents about yourself as may be required by us in order to complete our customer due diligence, anti-money laundering and any other obligations required as per the DFSA Rulebook, under DIFC or other applicable law. You agree that we have full discretion to decline to provide you with Financial Services.

18. APPROACH TO COMMUNICATION

Any communications or notices required to be given by us to you may be delivered through any method of electronic communication including email, telephone, secure messaging. Such communication will be considered to have been received by you where it is sent by electronic communication, on the day of sending.

19. RELATIONSHIPS BETWEEN PARTIES

• The relationship between the parties hereto shall be one of collaboration for the single purpose of the business relationship herein created.
• This Agreement shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other.
• 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.

20. DATA PROTECTION

• 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.
• 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.
• 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.

21. CURRENCY

All payment transactions will be executed in the currency specified and as agreed by the User in the client agreement. (Mainly USD/EUR/AED)

All payment transactions will be executed in the currency specified and agreed upon by the Client, primarily USD, EUR, or AED. Prior to the execution of any Payment Transaction, the Service Provider will disclose the applicable currency exchange rate. If the quoted currency exchange rate is not the final actual rate, it will be prominently and clearly identified to the Client as an "indicative rate".

22. INTELLECTUAL PROPERTY

• 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.
• 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.

23. ASSIGNMENT

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.

24. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

25. WAIVER

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.

26. SEVERANCE

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.

27. FURTHER ASSURANCES

At its own expense, each Party shall use all reasonable endeavours to procure 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.

28. WHOLE AGREEMENT

• 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.
• 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.
• Nothing in this clause shall limit or exclude any liability for fraud.

29. ARBITRATION

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 UAE. 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 Dubai, UAE and the language to be used in the arbitral proceedings shall be English.

All the communication between the Firm and client including disclosers, ongoing correspondence should be in English.

30. GOVERNING LAW

Each party irrevocably agrees that the courts of UAE shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

31. UNAUTHORISED OR INCORRECTLY EXECUTED PAYMENT TRANSACTIONS

The service provider utilizes an automated platform for processing payments and refunds. Outgoing payments are processed automatically through our banking partners connected via API. In the event that an outgoing payment is returned due to reasons such as a closed account or other issues:

• Funds will be automatically returned to the bank
• The full amount, including any associated fees, will be refunded directly to the client's account on Breinrock.

The refund process is fully automated, ensuring efficient and timely return of funds to the client's account. Clients are encouraged to verify their account details to ensure smooth processing of any potential refunds.

Under the DFSA Rulebook, particularly within the Conduct of Business (COB) and Prudential (PIB) modules, the service provider is responsible for ensuring transaction integrity, implementing robust security, and managing liability for errors.

According to the regulations of Dubai Financial Services Authority (DFSA) for the Dubai International Financial Centre (DIFC), the liability and procedures for unauthorized or incorrectly executed payment transactions are governed by the customer protection framework and the obligations of payment service providers.

As per COB Rule A7.1.4(f), Client needs to be aware for redress deadline. To obtain redress, Client notification must be made no later than 6 months from the date of the unauthorized transaction.

31.1. Key Requirements and Liability

Prompt Rectification: Firms must quickly restore accounts (within 3 business days) when a transaction is unauthorized, incorrect, or unexecuted, as per regulatory guidelines.

Liability Limits & Security: Users are generally liable only up to $50 for unauthorized transactions involving lost instruments, unless the firm failed to implement strong security or was negligent. The service provider uses Strong Customer Authentication (SCA) for digital transactions.

31.2 Unauthorised Transactions

A transaction is considered unauthorized if the payer did not give his consent to its execution.

• Notification Obligation: The customer must inform the payment service provider as soon as he becomes aware of the transaction.
• Limitation of Customer Liability: Providers regulated by the DFSA must ensure fair dealing with customers. In cases of fraud or unauthorised use, customer liability may be limited, unless proven to have been caused by intent or gross negligence.
• Refund: If it is confirmed that the transaction was unauthorized, the provider is usually obligated to refund the transaction amount to the payer and restore the account to the state it would have been in if the transaction had not occurred.

31.3. Incorrectly Executed Transactions

These are transactions that were executed with the wrong amount, to the wrong beneficiary or with a delay.

• Service Provider Liability: The provider is responsible for the correct execution of the payment order in accordance with the customer's instructions. In the event of an error on the part of the provider, the provider must compensate for the damage.
• Unique Identifier: If the client provides incorrect information (e.g. incorrect IBAN), the provider is not liable for non-execution or incorrect execution, but must make reasonable efforts to recover the funds.

32. MONEY TRANSMISSION INFORMATION

The payment is first created in the Compliance System and assigned to a compliance officer who performs Enhanced Due Diligence (EDD) and Customer Due Diligence (CDD). Based on their analysis, the officer may hold, approve, or reject the payment, and will communicate the decision to the customer via email. If approved, the payment status is updated in the system, and the payments team takes further action. The system checks for sufficient funds and assigns the payment to a correspondent bank if funds are available. An accounting entry is generated for review, and upon submission, the payment instruction is created in the API. The customer receives a confirmation email, and the funding bank processes the transaction to the receiver bank, crediting the beneficiary's account. Finally, an account statement is automatically sent to clients. This comprehensive process ensures secure and compliant money transmission from the sender to the receiver.

The daily cut-off time for processing Payment Orders is 10 PM Dubai Time. Any Payment request received after this cut-off time, or on a day that is not a business day, will be deemed received on the following business day. Details regarding the receipt of future-dated payments and recurring transactions will be provided at the time of their setup.

Execution Timeframes: Following the deemed receipt of a Payment Order, the maximum time for the funds to be received by the payee or beneficiary is one working day.

Settlement periods for payment accounts in the UAE vary significantly depending on the method of payment, ranging from instant (under 180 seconds) to 3-5 business days. The UAE financial landscape, utilizing the UAE Financial Transfer System (UAEFTS) and Immediate Payment Instruction (IPI) network has shifted towards faster settlements.

• Immediate Payments (IPI): Payments up to AED 25,000 made through the IPI network settle within 180 seconds, 24/7.
• Local Bank Transfers (AED): Transactions initiated before 6 PM (Monday-Saturday) are usually processed the same working day, otherwise next day.
• International Transfers: These usually take 2 to 4 working days.

33. COMPLAINTS HANDLING POLICY

Users may submit complaints to the Firm by telephone via Breinrock DIFC’s designated complaints line: +971 4 587 9150 (Calls may be recorded for monitoring, training and evidential purposes) or

Email: compliance@breinrock.com

Address: By post to: Breinrock (DIFC) Tech Ltd, Unit S2109, Level 21, Emirates Financial Towers, DIFC, PO Box 4041, Dubai, UAE.

The Firm will acknowledge receipt of a complaint promptly and will aim to resolve complaints within a reasonable timeframe. In accordance with the DFSA Rulebook (GEN Chapter 9), complaints relating to the provision of Money Services must be resolved within fifteen (15) business days of receipt. Detailed Complaints Handling Policy can be provided upon request.

SCHEDULE 2

PROHIBITED INDUSTRIES

This Schedule includes a list of prohibited industries 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 (the “Client’s Principal”). In the event of inconsistency between the terms of this Schedule and the Agreement, the terms of this Schedule shall prevail.

• Counterfeit or unauthorized goods
• Illegal products or services
• Adult content and services
• Get rich quick schemes
• Drug paraphernalia
• Pseudo pharmaceuticals
• Substances designed to mimic illegal drugs
• Gambling C2B
• Weapon and military sales
• Marijuana business
• Sanctioned businesses
• Investment & Credit Services (3rd party loans)
• Politically Exposed Persons or related businesses
• IP infringement regulated or illegal products or services
• Multi-level Marketing
• Social media activity related (C2B)
• Virtual world credit management
• Collection Agencies
• Payday loan companies
• Facilitation of Third-Party Loans and Gift Industries