BREINROCK'S – PAYMENT TERMS AND CONDITIONS,

  • Breinrock (DIFC) Tech Ltd, Licence number F007440, a company incorporated under the laws of United Arab Emirates and having its 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”); and

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:

  • DEFINITIONS
  • In this Agreement the following words shall have the following meanings, unless the context otherwise requires:
“Accounts” means the 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 Payment 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.
“Clients’ Principal” has the same meaning as in Schedule 1
“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:
  • a wholly owned subsidiary of the Service Provider,
  • the sole parent company of the Service Provider,
  • any company which shares the same ultimate parent company as the Service Provider.
“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;
“Data Protection Legislation” means:
The Personal Data Protection Law, Federal Decree Law No. 45 of 2021 regarding the Protection of Personal Data, constitutes an integrated framework to ensure the confidentiality of information and protect the privacy of individuals in the UAE. It provides a proper governance for data management and protection and defines the rights and duties of all parties concerned.

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;
“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;
“MLRs” means the Anti-money laundering or anti-money laundering, counter-terrorism financing and sanctions compliance – depending on the context.
UAE Federal Law no. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Financing of Illegal Organisations.
“Payment Service Provider” means the entity that performs the Payment Services for the benefit of the Client under the Payment Services Agreement;
“Payment Services” means the activities of:
  • Credit Transfer
  • Money Remittance
  • Keeping Payment Account
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 Payment Service Provider;
“Remittance Services” means the remittance of funds to or from various jurisdictions in Asia and Europe to the Accounts within the range 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:
  • the placing, transfer or withdrawal of deposit(s) (assets or cash) to or from an Account.
  • the execution of payment transactions from an Account made by the Client.
  • acting as agent to a custodial transfer.

APPOINTMENTS AND INTRODUCTIONS IN RESPECT OF ACCOUNTS

APPOINTMENTS AND INTRODUCTIONS IN RESPECT OF PAYMENT SERVICES

THE SERVICE PROVIDER’S OBLIGATIONS

THE CLIENT’S OBLIGATIONS

FEES AND RETAINER

REPORTING

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

RELATIONSHIPS BETWEEN CONNECTED COMPANIES AND TRANSACTIONS WITH CONNECTED COMPANIES

CONFIRMATIONS

WARRANTIES AND REPRESENTATIONS

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:

LIMITATION OF LIABILITY

TERMINATION

CONFIDENTIALITY

FORCE MAJEURE

Client Classification and Customer Due Diligence Requirements

17. 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, or 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.

RELATIONSHIPS BETWEEN PARTIES

DATA PROTECTION

18. 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)

INTELLECTUAL PROPERTY

19. Transmission of Information

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.

Variation

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

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.

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.

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.

Whole Agreement
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.

Governing Law

Each party irrevocably agrees that the courts 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.

27. 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:

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.

28. 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 by 10 pm Dubai Time.

This comprehensive process ensures secure and compliant money transmission from the sender to the receiver.

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