PAYMENT SERVICES TERMS AND CONDITIONS

These terms and conditionsas incorporated in this agreement (“Agreement”) are issued by Monneo Ltd (whose details appear in Clause 17 below) (“Company”, “we”, “us”, “our”).

These terms and conditions apply to the payment services provided by us to you. You accept these terms and conditions by providing your consent during the online onboarding process. You should read them carefully before you provide your consent. In these terms and conditions “you”, “your”, “Customer” means the Business under which you applied for our services.

NOW IT IS AGREED

1. Introduction

1.1 This Agreement governs (i) money remittance services provided by Company to enable the Customer to transfer funds (as Payer) to the Company Segregated Bank Account for onward transmission to any Payee(s) specified by you (typically money remittance service is used by Customers to hold funds in the Company Segregated Bank Account and to make payments therefrom); (ii) a service enabling cash withdrawal from a payment account maintained by the Company, but exclusively through the network of the Company's contractual partners' automated teller machines (ATMs); and (iii) issuing and administering Payment Instruments and, if the Customer is a Payee, submitting Payment Orders and processing Payment Transactions all through the network of the Company’s contractual partners (“Company Service”). Capitalised terms not defined where they first appear in this Agreement have the meaning given in Clause 2. This Agreement also incorporates:

(a) our Privacy Policy (also at our webpage https://izzio.com/privacy-policy);

(b) the schedule of Fees payable by you under Clause 8 (Schedule A); and

(c) the Corporate Terms and Conditions for Business Visa Debit Cards you have agreed to when submitting your application.

1.2 This Agreement shall start on the date Company notifies you that your application under Clause 3 has been accepted and the Company Services are available for your use.

1.3 The Company Service is offered by us within and from the UK as a result of your approach to us. You confirm that you are not a consumer, micro-enterprise or a charity within the meaning of the Payment Services Regulations; and you:

(a) agree that none of the provisions of Part 6 of the Payment Services Regulations 2017 applies to this Agreement;

(b) agree that regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Payment Services Regulations 2017 do not apply to this Agreement.

1.4 This Agreement is concluded in the English language and all communications (including any notices or the information being transmitted) shall be in English. In the event that the Agreement is translated into any other language (whether for the Customer’s convenience or otherwise), the English language text of the Agreement shall prevail.

1.5 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

1.6 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the courts of England and Wales.

1.7 Any questions regarding the service provided through this Agreement should be directed to hello@izzio.com (Customer Services”) unless otherwise advised by us.

2. Definitions

“Applicable Law” means any law, rules, local enactments of European Directives and regulations applicable to this Agreement or the Company Service, including the Payment Services Regulations and Data Protection Laws.

“Business Day” means any day on which the banks in the England and Czech Republic are open for business, though Company may deem ten other days per annum as non-business days by notifying you in writing, including by email, not less than two calendar weeks in advance.

“Cardholder” means the person authorised by the Customer to use the Payment Instrument to spend available balance in the person’s capacity as a representative of the Customer and not in its own personal capacity. For the avoidance of doubt a Cardholder is not acting as a consumer for the purposes of this Agreement.

“Data Protection Laws” means the Data Protection Act 1998 and, from 25 May 2018, the General Data Protection Regulation and related Acts and regulations governing the use and processing of personal data by persons established in the UK.

“Durable Medium” means form which enables you to store the information in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.

“Company Online Portal” is the web application of the Company available through supported web browsers after authentication at web.izzio.com and/or a mobile application.

“Company Segregated Bank Account” means one or more segregated bank accounts maintained by us separately from our own funds in accordance with Applicable Law.

“Fees” the fees relating to the Company Services as set out in Schedule A, or as otherwise notified to you from time to time in accordance with Clause 8.

“Payee” means a person who is specified by you in a Payment Order as the intended recipient of the funds the subject of the relevant Payment Transaction.

“Payment Instrument” means a card, which is a Visa debit card.

“Payment Order” means any instruction by you requesting the execution of a Payment Transaction.

“Payment Services Directive” or “PSD” means the Directive (EU) 2015/2366 on payment services in the European Union, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC.

“Payment Services Regulations” means the Payment Services Regulations 2017.

“Payment Transaction” means transferring money to a specific Payee at your request or withdrawing funds from the Company Segregated Bank Account, all initiated by you via the Company Service.

“Sufficient Funds” means funds credited to the Company Segregated Bank Account pending transfer to the proposed Payee under a corresponding Payment Order, in an amount that is sufficient to cover all the Payment Transactions to which the Payment Order relates and Fees payable to us in relation to those Payment Transactions.

“Term” means the term of this agreement under Clause 11.

3. Company Service

3.1 Company shall supply the Company Service to you during the Term in accordance with the terms and conditions of this Agreement. In countries where Company is unable to supply the Company Service directly, Company may sub-contract with an appropriately authorised financial institution to perform Company’s obligations under the Agreement.

3.2 Company shall perform the Company Service with reasonable skill and care.

3.3 Company can refuse to act on any instruction that Company believes: (i) is unclear; (ii) is not given by or with your authority; (iii) might cause Company or any of its partners to breach a legal or other duty; (iv) involves the use of the Company Service for an illegal purpose; or (v) is out of the scope of the business profile and/or transaction activity as approved by Company based on the initial information provided by you in the application form and during onboarding communication with Company.

3.4 Subject to the provisions of Clause 10, unless and until you notify Customer Services that you believe that someone else can use the Company Service by impersonating you:

(a) you will be responsible for any instruction which Company receives and acts on, even if it was not given by you; and

(b) Company will not be responsible for any unauthorised access to confidential information about you in the Company Service.

3.5 If you believe that the Company Service is being unlawfully accessed or improperly used you must notify us immediately by contacting Customer Services. You will be asked to provide information to verify your identity. Following satisfactory completion of the verification process, Company will then immediately prevent further unauthorised use.

3.6 If we believe you have acted fraudulently, or if we believe you have intentionally or with gross negligence failed to keep your means of interacting with us or the Company Service secure and confidential at all times, Company will hold you liable for all Payment Transactions and any associated fees.

3.7 Company will do all that it reasonably can to prevent unauthorised access to the Company Service. As long as you have not breached the other terms contained in this Clause 3, Company will accept liability for any loss or damage to you resulting directly from any unauthorised access to the Company Service (see Clause 10 of this Agreement for limits on Company’s liability).

3.8 If requested, we will email to your nominated email address reports on the Payment Transactions carried out by you via the Company Service. However, normally such information is available via the Company Online Portal.

3.9 Except as required by law, Company shall not be responsible, and you will be solely responsible, for (a) compiling and retaining permanent records of all your Payment Transactions and your use of the Company Service, and (b) reconciling all transaction activity between your own system and the Company Service. Upon the termination of this Agreement for any reason, Company shall have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with the Company Service, except as required by law.

3.10 Company shall use commercially reasonable endeavours to make the Company Service available to you between 8.00 and 16:00 UK time on each Business Day, except for planned maintenance carried out during the maintenance window as indicated by Company from time to time and unscheduled maintenance, provided that Company has used reasonable endeavours to give you notice.

3.11 Unless otherwise agreed by Company in writing, you acknowledge and agree that you shall (at your own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable you to receive the Company Service.

4. Customer Identification

4.1 The Company Service is a regulated financial service, and Company is required by law to collect, hold and verify certain information about Customers, which includes identification documents. In addition, Company must be provided with a copy of any relevant agreement between the Customer and proposed Payee, as well as identification information on the Payee and its ultimate beneficial owner(s) and the Payee’s bank account details (for the avoidance of doubt, the name on the Payee’s bank account must match the name of the Payee in the agreement with the Customer). For verification purposes, the Company, among others, uses a third-party online verification tool named iDenfy. You hereby agree with Idenfy’s Privacy Policy www.idenfy.com/privacy-policy.

4.2 Company uses this information to register Customers and administer the Company Service, and to help identify you in the event that there is any breach of security. This information is only kept for as long as is necessary and for the purposes described in accordance with applicable Data Protection Laws.

4.3 You consent to Company making the checks described in Clause 4.1 and to the personal information being disclosed to credit reference agencies and fraud prevention agencies. These agencies may keep a record of the information and a footprint may be left on their credit file, although the footprint will denote that the search was not a credit check and was not carried out in support of a credit application. It is an identity check only, and therefore should have no adverse effect on credit ratings.

4.4 It is your responsibility to provide us with true and accurate information and relevant records as well as to keep them updated.

5. Making Payment Orders

5.1 Prior to initiating a Payment Order, you must transfer Sufficient Funds in the same currency as specified in the Payment Order to the Company Segregated Bank Account for that currency (subject to us agreeing otherwise in accordance with Clause 8.1), and those funds will be held by us in that account in accordance with Applicable Law solely for processing the Payment Transaction relating to the Payment Order. You must then initiate the Payment Order through Company Online Portal or through a Payment Instrument. Company shall not be obliged to complete any Payment Transaction where there are not Sufficient Funds to do so.

5.2 A Payment Instrument, specifically a debit card, shall be issued to you as soon as the Agreement is executed. You may apply for further cards through the Company Online Portal.

5.3 By facilitating Payment Transactions Company shall not be deemed to have assumed any liability you may have incurred in relation to the Payment Transaction or the purpose for which it is made. We shall not be responsible for the safety, legality, quality or any other aspect of any transactions or goods and services for which you might be using the Company Service to disburse the proceeds of or otherwise pay for.

5.4 A Payment Order is provided to and received by us when we receive the instruction through the Company Online Portal or Payment Instrument referred to in Clause 5.1. Once your Payment Order has been received by us, you may not revoke it or otherwise withdraw your consent to the execution of the Payment Transaction. If we receive your Payment Order by 11:00, UK time, on a Business Day, we will process it on the same Business Day. If we receive your Payment Order after 11:00, UK time, we will process it on the next Business Day. If for any reason beyond our reasonable control we are unable to process the Payment Order with two (2) Business Days (for instance, if the Payee’s bank account or payment service provider is not receiving payments for any reason), we will return the relevant funds to the account from which you sent them to the Company Segregated Bank Account. Payment Orders initiated via a Payment Instrument shall be processed instantly via an automated system.

5.5 Company will be entitled to assume that a Payment Transaction has been authorised by you where we receive a Payment Order through the Company Online Portal from your account or via Payment Instrument.

5.6 Once Sufficient Funds and the relevant Payment Order have been received by us, we will remit the Sufficient Funds, less an amount deducted by us in payment of our Fees under Clause 8, (“Net Payment Amount”) from the Company Segregated Bank Account to the Payee’s account at its payment service provider as specified in the Payment Order.

5.7 It is your responsibility to agree directly with the Payee that the Payee will receive the Net Payment Amount.

5.8 Company may suspend the processing of any Payment Transaction where Company reasonably believe that the Payment may be fraudulent or involves any criminal activity, until the satisfactory completion of any investigation.

5.9 In order to reclaim an unauthorised or incorrectly executed Payment Transaction, you must notify Company without undue delay after becoming aware of it and in any event no later than sixty (60) days after the debit date of the Payment Transaction.

5.10 In using the Company Services you must ensure:

(a) that, as a Payer, you have Sufficient Funds;

(b) the Company Service and your account in the Company Online Portal are not used for any illegal purposes.

5.11 Company may restrict or suspend your use of the Company Service if: Company identifies or suspects that suspicious, fraudulent or illegal activities are being carried out in relation to your use of the Company Service; if Company suspects unauthorised use of Company Service, if Company believes you have not complied with this Agreement; or in the event of exceptional circumstances which prohibit the normal operation of the Company Service.

5.12 Unless it would be unlawful for us to do so or it is impracticable, where Company stops or suspends the use of the Company Service in accordance Clause 5.11, Company will notify you of this and our reasons for doing so, by sending an email to the email address you have provided to us. Where it is not possible to notify you before Company stops or suspends the Company Service, Company will notify you as soon as possible afterwards. We will reinstate your access to the Company Service or execute any suspended Payment Transaction as soon as practicable after the reasons pursuant to Clause 5.11 no longer apply or exist.

5.13 If a Payment Instrument has been issued in connection with the Company Segregated Payment Account, we may block it for security reasons, especially in case it suspects unauthorised or fraudulent use.

5.14 Prior to blocking the Payment Instrument pursuant to Clause 5.13 or, if this is not possible, immediately thereafter, we shall notify you of such fact via the email address you have provided to us as well as the reasons for doing so. Where it is not possible to notify you before Company blocks the Payment Instrument, Company will notify you as soon as possible afterwards. We will reinstate your access to Payment Instrument as soon as practicable after the reasons pursuant to Clause 5.13 no longer apply or exist.

5.15 Company allows the Customer to withdraw cash from the Segregated Payment Account through the network of third parties’ ATMs where Visa debit card is accepted.

6. Nominated Payment Account

6.1 You shall only send funds to the Company Segregated Bank Account from one or more current account(s) or other payment account(s) held in your name at another duly authorised financial institution (“Nominated Payment Account”).

6.2 You shall notify Company in writing in advance of any changes proposed in respect of your Nominated Payment Account (including, without limitation, the location of the branch at which such account is held) and shall not implement such changes without our prior written consent (such consent not to be unreasonably withheld or delayed). If any change in your Nominated Payment Account details is imposed on you, you shall notify us in writing immediately, giving full details of such changes and the reasons for them.

7. Unauthorised or Defective Payment Transactions

7.1 If you believe you did not authorise a particular Payment Transaction or that it was incorrectly carried out, you must contact Customer Services without undue delay, as soon as you notice the problem. Depending on the circumstances, our Customer Services team may require you to provide certain additional information in a specified form.

7.2 Subject to the provisions of Clause 10, Company will refund any unauthorised or incorrectly executed Payment Transaction immediately unless Company has reason to believe that the incident may have been caused: by a breach of this Agreement; through gross negligence; or where Company have reasonable grounds to suspect fraud. Company shall not be held liable for a Payment Transaction that has been incorrectly executed if you have failed to notify us of a problem without undue delay in accordance with Clause 7.1.

7.3 Company has no obligation under Clause 7.2 if the loss from an unauthorised Payment Transaction is borne by the Customer as the payer. The Customer, as payer, shall bear any losses in full that are incurred from unauthorised Payment Transactions:

(a) if the loss was caused by use of a lost or stolen Payment Instrument or the Payment Instrument has been misused; or

(b) if the loss was caused by fraudulent conduct or a breach of any of the following obligations, whether it be intentionally or as a result of gross negligence:

(i) using the Payment Instrument or means of Company Service communication in accordance with this Agreement, in particular, the obligation to take all reasonable measures to protect its personal security features immediately upon receipt of the Payment Instrument or access to the Company Service; and

(ii) notifying the Company or the person designated by the Company without undue delay of any loss, theft, misuse or unauthorised use of the Payment Instrument or Company Service.

(c) if you have not notified us of any event for which a security breach of the Company Service could reasonably be expected, namely without undue delay immediately after learning of such event; or

(d) if you have not notified us of any unauthorised or incorrectly executed Payment Transactions within 60 (sixty) days following the date when the amount of the Payment Transaction was debited.

The Customer is not entitled to a refund any Fees or other charges related to an unauthorised Payment Transaction in which the Customer bears the loss. The Customer is responsible for any loss and other damages caused by such Payment Transaction.

7.4 In certain circumstances, Company may refuse to complete a Payment Transaction that you have authorised (for example where there are not Sufficient Funds, there is a breach of this Agreement, there is concern regarding fraud or security, or the transaction is out of the scope of the business profile or transaction activity initially approved by Company). Unless it would be unlawful for Company to do so, where Company refuses to complete a Payment Transaction for you it will notify you as soon as reasonably practicable that it has been refused and the reasons why it has been refused, together where relevant, with the procedure for correcting any factual errors that led to the refusal. Company may charge you for each such notification depending on the circumstances in each case.

7.5 Any dispute arising under this Clause 7 will be dealt with as a complaint under Clause 19.

8. Charges and Payment

8.1 If you wish to submit a Payment Order in a currency for which we do not operate an Company Segregated Bank Account for the Company Service (“Non-supported Foreign Transaction Currency”), we will use the internet rate published by our bank and the margin specified in Schedule A to process the Payment Transaction.

8.2 In consideration of Company providing the Company Service to you, each Payer shall be liable to pay to us the Fees, which shall be deducted by us in accordance with the Clause 5.6. The Fees are exclusive of any applicable VAT (or any similar or equivalent tax or imposition), for which you shall be liable.

8.3 We may change our Fees from time to time to reflect legitimate cost increases or reductions in operating the Company Service under this Agreement. We will give you at least 30 days’ notice of any change in our Fees in accordance with Clause 18 (Notices).

8.4 We may also change our Fees if the scope of your business profile and/or transaction activity does not conform to the information provided to us in the application form and/or in the initial communications with us. Likewise, we may charge you a specific, mutually agreed, Fee for a particular transaction/s.

8.5 All amounts due to Company and unpaid under this Agreement shall become due immediately on its termination.

9. Warranties and Indemnities

9.1 Each party warrants that it has the corporate power and capacity to enter into this Agreement and to perform its obligations under this Agreement.

9.2 You shall indemnify Company and keep Company fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which Company may sustain or incur, or which maybe brought or established against it by any person and which in any case arise by reason of:

(a) any breach by you of the terms of this Agreement;

(b) the misuse of the Company Service or Payment Instrument by you.

9.3 You hereby represent and warrant that all information you have provided to us, including any information provided in the application form, is true, correct and complete in all respects.

10. Limitation of Liability

10.1 This Clause 10 sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of: any breach of this Agreement; any use made by you of the Company Service or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

10.2 Subject to the provisions of Clause 10.3, in case of an unauthorised Payment Transaction or a Payment Transaction that was incorrectly executed due to an error by Company, Company shall at your request refund the Payment Transaction amount including all related charges deducted therefrom.

10.3 The provisions of Clause 10.2 shall not apply:

(a) where the unauthorised Payment Transaction arises from:

(i) your failure to keep your means of interacting with the Company Service safe, secure and confidential; or

(ii) any breach of this Agreement you, or your negligence or wilful misconduct;

(b) if you fail to notify Company without undue delay of any event that could reasonably be expected to have compromised the security of the Company Service after you have gained knowledge of such event; or

(c) you fail to dispute and bring the unauthorised or incorrectly executed Payment Transaction to Company’s attention within 60 days from the date of the Payment Transaction.

10.4 You acknowledge and accept that:

(a) the Company Service is subject to any constraints or limitations stipulated by any Regulatory Authority or Applicable Law and Company’ continued authorisation by the competent Regulatory Authorities and Company’ ability to provide crucial elements of the Company Service is dependent on and subject to their continued consent, over which Company has no control; and

(b) Company’s ability to provide the Company Service depends on the continued provision of essential components provided by third party suppliers including but not limited to providers of processing and other services, over which Company has no control.

10.5 In the event that the bank or credit institution limits access or prevents access to the Company Segregated Bank Account or Company’s banking or other operating facilities with the bank or credit institution, for any reason whatsoever, whether temporarily or permanently, then the Customer shall indemnify Company for any direct or consequential losses arising.

10.6 Where required to do so under law or codes of practice, Company may have a moral or legal obligation to close the Company Segregated Bank Account and withdraw its Company Service. It is understood that under these circumstances, Company is not required to give any period of notice.

10.7 Notwithstanding anything else contained in this Agreement except Clause 10.9, neither party shall be liable to the other for any loss of profits, opportunity, business, reputation, data, goodwill or contracts or for any indirect or consequential loss or damage whether arising from negligence, breach of contract or any other cause of action arising out of the subject matter of this agreement.

10.8 Save as provided for in Clause 10.9 below, Company’s total liability in any period of 12 months for any damages and/or loss suffered by you under this Agreement shall not exceed a sum equal to the amounts paid in fees by you in the 12 months (or any shorter time period if 12 months has not elapsed) preceding the date on which the cause of action arose.

10.9 Nothing in this Agreement shall limit or exclude a party’s liability for death or personal injury arising from its negligence, nor for liability for fraud.

10.10 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. In particular, and except as expressly stated in this Agreement, Company does not:

(a) make any representations or warranties, express or implied, with respect to merchantability, fitness for a particular purpose or non-infringement;

(b) warrant, represent, undertake or guarantee that you will achieve any level of sales, revenue or profit;

(c) warrant, represent, undertake or guarantee that the Company Service will always be available or operate error-free, or that any errors, omissions or misplacements in any software will be corrected.

11. Term and Termination

11.1 This agreement is concluded for an indefinite period.

11.2 Customer may terminate this Agreement by giving at least two months’ prior written notice to Company.

11.3 Company may terminate this Agreement:

(a) by giving at least two months’ notice to Customer;

(b) immediately if the Customer:

(i) becomes unable to pay his debts, admits his inability to pay his debts or otherwise becomes insolvent

(ii) has any distraint, execution, attachment, sequestration or similar action taken, levied or enforced against himself or any of his substantial assets, or if any garnishee order is issued or served on the party;

(iii) becomes the subject of any petition presented, order made or resolution passed for the liquidation, administration, bankruptcy or dissolution of all or a substantial part of the party’s business, except where solvent amalgamation or reconstruction is proposed on terms previously approved by the non-terminating party;

(iv) loses full and unrestricted control over all or part of his assets because of the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer; or

(v) enters into or proposes any composition or arrangement concerning his debts with his creditors (or any class of his creditors);

(vi) is in consistent non-compliance with the rules and regulations of the relevant global payment card provider (e.g. Visa, MasterCard, Amex, China Union Pay);

(vii) causes Company to believe that the Customer will fail to make payments in the ordinary course of business because of his credit and/or financial status;

(viii) changes in the nature, scope, or location of a Customer’s business;

(ix) changes to the scope of the business profile and/or transaction activity such that the Customer would not have been on-boarded if the new business profile and/or transaction activity had been submitted to Company at the time the Customer’s application form was approved and the account was opened;

(x) is in persistent failure to provide Company with information as requested to enable Company to fulfil its ongoing legal obligations for on-going KYC and Customer due diligence;

(xi) behaves in a manner that makes it inappropriate for Company to provide the Customer the Company Services, including, but not limited to: operating in an improper, unsound, unsafe manner; failing to take corrective action, when instructed by Company; putting Company in a position where it might jeopardise himself including, but not limited to, violate any regulatory requirements, standards or other duty which applies to Company if it continues to provide the Customer the Company Services; exposing Company to action or censure from any government, regulator or law enforcement agency; if it will be prejudicial to Company interest;

(xii) causes Company to believe that his facilities and services may be being used by the Customer in a manner contrary to English laws or the regulations of the FCA;

(xiii) has been inactive or hasn’t used the Company Service for more than 90 days;

(xiv) has seriously or persistently breached any terms of the Agreement, including by giving Company information that is inaccurate, imprecise or incomplete;

(xv) has requested such termination and has already paid all amounts owed to Company.

(c) if Customer fails to make any payment due under this Agreement upon ten business days written notice, unless Customer makes such payments within said ten day notice period. If payments are not made, Company may immediately terminate this agreement at the end of said ten day period. Customer shall be entitled to only one such cure period in a calendar year; for a second failure to make payment on time, Company shall have the right to terminate this Agreement immediately upon written notice.

11.4 Termination of this Agreement shall not prejudice either of the parties' rights and remedies which have accrued as at termination.

11.5 Upon termination of the Agreement, you shall immediately pay to Company all amounts owed by you under the Agreement and Company shall immediately pay you all amounts owed to you under the Agreement. Company shall be entitled to set-off amounts owed by Company to you against amounts owed by you to Company.

11.6 Clauses 1, 2, 7, 9, 10, 11.6, 12, 13, 15, 18 and 20 shall survive termination of this Agreement.

12. Intellectual Property Rights

12.1 All Intellectual Property Rights are and shall remain the exclusive property of the party owning them (or, where applicable, the third party from whom that party’s right to use the Intellectual Property Rights has derived). “Intellectual Property Rights” means patents, trademarks, service marks, logos, trade names, internet domain names, copyright (including rights in computer software) and moral rights, database rights, semi-conductor topography rights, utility models, rights in designs, rights in get-up, rights in inventions, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and registered includes registrations and applications for registration.

12.2 You shall not, unless expressly authorised by Company in writing, rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display or modify the Company Service or any of Company’s Intellectual Property Rights comprised or incorporated in the Company Service (“Company IPR”) or any portion thereof, or use such Company IPR as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on Company IPR, nor shall it translate, reverse engineer, decompile or disassemble Company IPR.

13. Assignment and sub-contracting

13.1 This Agreement may not be assigned or transferred for any reason by you without the prior written consent of Company. Any assignment or transfer in breach of this Clause shall be void.

13.2 This Agreement shall be binding upon the parties and their successors and permitted assigns.

14. Data Protection

14.1 Company collects certain information, including personal data, about you. We will only process and transfer or disclose such data in order to identify you, comply with our monitoring and reporting obligations under Applicable Law and operate the Company Service, subject to our Privacy Policy and any rights and/or obligations we have to process personal data under Applicable Law. Company is a Data Controller of such personal data, and will manage and protect personal data in accordance with the Data Protection Laws.

14.2 Company may transfer your data outside the EEA to our commercial partners where necessary to provide the Company Service to you, such as customer service, account administration, financial reconciliation, or where the transfer is necessary as a result of your request, such as the processing of any international Payment Transactions. When Company transfers data outside the EEA, Company will take steps to ensure that your personal data is afforded substantially similar protection as data processed within the EU.

14.3 Unless you have provided your explicit permission, personal data will not be used for marketing purposes by Company or his commercial partners (unless the data subject has independently provided your consent to them directly), nor will it be shared with third parties.

14.4 Data subjects have the legal right to request details of the relevant personal information that Company holds and you may receive this by writing to Customer Services. Where legally permitted, Company may charge for this service.

15. Confidentiality

The parties hereto agree to keep strictly confidential, and to bind their respective directors, officers and employees to like covenant, the terms of this Agreement and all matters relating thereto. Each party undertakes not to disclose any of such terms or matters to any other person, except as may be necessary for the performance of their respective obligations under this agreement or required by Applicable Law.

16. Force majeure

16.1 Normally, the Company Service will be available to you in accordance with Clause 3.10. However, Company cannot guarantee this will be the case, and in certain circumstances (for example a serious technical problem) we may be unable to receive Payment Orders or complete Payment Transactions.

16.2 The performance by any party of its obligations under this Agreement shall be excused for a period that is reasonable under the circumstances if the failure or delay thereof is caused by any unforeseeable events or circumstances beyond such party's reasonable control. Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement for causes beyond its reasonable control. The party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay on the intervention and on the cessation thereof.

17. Regulatory Information

Izzio Ltd, a company incorporated in England and Wales (Company registration number 13711244) with its registered office at 86 - 90 Paul Street, London, EC2A 4NE, United Kingdom, is an FCA registered agent (reference number 968934) of Monneo Ltd and herein acts on behalf of Monneo Ltd. Monneo Ltd is incorporated in England and Wales (Company registration number 10086951) and has its registered office at 61-63 Crockhamwell Road, Reading, RG5 3JP, United Kingdom. It is registered with the Information Commissioner (No. ZA285660). Monneo Ltd is authorised and registered as an Authorised Payment Institution by the Financial Conduct Authority in the United Kingdom with reference number: 802210.

18. Notices

18.1 Notices served under this Agreement shall be in writing and may be sent by email, facsimile or by post. The preferred method of communication is email.

18.2 Notices shall be sent to:

(a) In the case of Company, in writing to:

Izzio Ltd

86 - 90 Paul Street, London, EC2A 4NE, United Kingdom Email: hello@izzio.com

(b) In the case of the Customer, in writing to the address or email address provided to Company on registration, as updated by you from time to time.

18.3 The parties shall notify each other of any change in their contact details for notices as set out in this clause.

18.4 Notices sent by post will be deemed to have been received upon the expiration of two (2) Business Days after posting. Notices sent by facsimile will be deemed received on generation of a successful transmission notice or, if this falls after close of business, on the following working day. Emails will be deemed to have been received one hour after being sent or, if this falls after close of business, at 9.00 a.m. on the following working day provided that an undeliverable message has not been generated by then.

19. Complaints

Any complaints about us or the Company Service must be addressed to us in the first instance by contacting hello@izzio.com We will make every possible effort to reply, addressing all points raised, within an adequate timeframe and at the latest within 15 Business Days of receipt of the complaint, in a Durable Medium. In exceptional situations, if the answer cannot be given within 15 Business Days for reasons beyond our control, we shall send a holding reply, clearly indicating the reasons for a delay and specifying the deadline by which you will receive the final reply, which shall not exceed 35 Business Days.

20. General

20.1 If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect then it will be severed from the rest of this agreement so that it is ineffective to the extent that it is invalid, illegal or unenforceable and the remaining provisions or part of this agreement shall remain in full force and effect.

20.2 Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution of documents and doing of such things as are required to give full effect to this Agreement and the Payment Transactions contemplated by it.

20.3 The failure by either party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right.

20.4 This agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement. In particular, but without limitation to the generality of the foregoing, each party warrants and represents that in entering into this agreement it has not relied upon any statement of fact or opinion made by the other party, its officers, servants or agents, which has not been included expressly in this Agreement.

20.5 Nothing in this Agreement is intended to confer a benefit on any person who is not a party, and no such person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, provided that this Clause does not affect a right or remedy of a third party which exists or is available apart from that Act.

20.6 Each party shall at all times comply, and shall ensure that its personnel comply, with respect to the performance of this Agreement, with all Applicable Law concerning bribery and corruption.

SCHEDULE A

Type

Fee

Initial Setup

€/$/£ 0

Min. monthly fee

€/$/£ 0

Inflow

1 %

Outflow SEPA

€ 15

Outflow SWIFT

€ 30/$ 35/£ 25

Outflow PIX

€ 3/$ 4/£ 3

Fiat to Crypto

1.5 %

Crypto to Crypto

1%

Crypto to Fiat

3.5 %

FX operation

4 %