Terms & Conditions

MS Pay Holdings Limited (the "Holding Company") is a Jersey company incorporated under company number 164587 and having its registered office at 13 Castle Street, St Helier, Jersey JE2 3BT. The Holding Company is the parent of the operating subsidiaries listed in Schedule 2 (each a "Group Member", and together the "MS Pay Group").

These terms and conditions govern your use of the trading, payment and related services offered by the MS Pay Group (the "Services"). The specific Group Member that contracts with you in respect of any individual Service is determined by your jurisdiction and the nature of the Service, as set out in Schedule 2. By applying to open an account on the Group's platform, you are agreeing to accept and be bound by these terms and conditions as between you and (i) the Holding Company and (ii) the relevant Group Member providing the Service.

These terms and conditions (also referred to as the "Agreement") are entered into by you as the person or entity (the "Client") that has applied to open an account with the MS Pay Group. In these terms and conditions, "we", "us" or "our" refers to the Holding Company and, where the context requires, the relevant Group Member; and "Client", "you" or "your" refers to the person or entity that wishes to use the Services.

Where any provision of this Agreement is of a kind to which the rules or laws of the relevant jurisdiction afford a Client mandatory rights as a consumer or micro-enterprise that cannot lawfully be excluded or limited, those mandatory rights shall prevail over any inconsistent provision of this Agreement.

1. The Services

1.1 The Services allow you to place orders to purchase or sell virtual assets (including stablecoins), to send and receive fiat currency payments, and to use related platform functionality, with the relevant Group Member acting (depending on the Service) as an execution-only broker, a money services business, a virtual asset service provider, or a payment services provider. The Services are made available exclusively through the Group's trading and payment platform (the "Platform"), which includes voice-based and electronic interfaces accessible only by clients who have an active account with us.

1.2 The Platform enables transactions between certain fiat currencies and certain virtual or digital assets, including stablecoins. The range of currencies and assets covered by the Services is as set out on the Platform and may be revised from time to time.

1.3 The Platform displays indicative quotes of exchange rates based on different financial information sources, and we endeavour to provide prices which reflect up-to-date exchange rates in the international markets. For determining exchange rates over different time periods, the Platform uses our pricing algorithm. There may be circumstances where our exchange rates differ from those on other platforms or exchange markets.

1.4 The Services will involve us sourcing terms of a trade or payment for you and, once terms have been accepted by you, arranging for execution. We may, at our discretion, either arrange the trade on your behalf with an exchange or counterparty, or enter into the trade with you as principal and therefore as your direct counterparty. Where we act as principal, you acknowledge that we are not subject to the formal regulatory duty of best execution in that capacity, although we will take reasonable steps to obtain a good outcome for you consistent with the prevailing market and your instructions.

1.5 Save where expressly stated, we do not offer a facility for the storage of virtual assets. When you open an account with us, you will be required to provide details of or otherwise establish a custodian for the holding of any virtual assets.

1.6 The MS Pay Group may, from time to time, designate or partner with a third-party custodian provider in connection with the Services. Where we designate a custodian, we will exercise reasonable care in selecting and reviewing that custodian and will disclose its identity to the Client. The Client acknowledges that virtual assets held with a third-party custodian remain subject to that custodian's own terms, its operational and security practices, and the applicable insolvency and regulatory regime of its jurisdiction, and that risks of loss, freeze or delay associated with the custodian are not within our control.

1.7 We do not grant credit to Clients. Clients will not be permitted to place an order for a transaction until the Client has, in the case of a sale of assets, transferred the asset to our nominated custodian or, in the case of a purchase, transferred the purchase funds to our designated bank account to settle the trade.

1.8 The regulatory status of each Group Member is set out in Schedule 2. The Client acknowledges that any individual Service will be provided by a specific Group Member operating under its applicable regulatory permissions, and that no Service will be provided by a Group Member operating outside the scope of its permissions.

1.9 The MS Pay Group does not warrant that the Services will be available at all times without disruption or interruption.

2. Opening an Account, Client Categorisation and KYC

2.1 Application

2.1.1 In order to open an account, and in order to be permitted to use the Services, you must first complete our account-opening process through the Platform.

2.2 Client representations

When you apply to open an account, you represent, warrant, confirm and undertake to us as follows:

1. 2.2.1 You accept the terms and conditions in this document and any other documents that form part of the Agreement as exclusively governing your relationship with the MS Pay Group.
2. 2.2.2 All information you provide to us is full, accurate and complete; and you will notify us immediately of any change.
3. 2.2.3 Your use of the account does not and will not violate any laws or regulations applicable to you.
4. 2.2.4 You have full capacity to accept these terms and to enter into a transaction involving the purchase or sale of assets, or the receipt or transmission of funds.
5. 2.2.5 If you are an individual, you are over the age of 18.
6. 2.2.6 You will at no time use the Services to perform criminal activity of any sort, including money laundering, sanctions evasion or terrorist financing.
7. 2.2.7 You can take delivery of any assets you purchase through your use of the Services.
8. 2.2.8 You are not resident in a jurisdiction in which the provision or use of the Services would be contrary to applicable law, and you are not a Restricted Person within the meaning of clause 12 (Sanctions).
9. 2.2.9 You will only use the Services and your account as principal in your own right and not as an indirect client, agent or trustee on behalf of another person or legal entity, unless expressly agreed with us in writing in advance.
10. 2.2.10 You acknowledge and accept that all trades and trading decisions are yours. We do not provide investment advice or trading recommendations. We do not assess the appropriateness of any transaction you undertake or any order you place with us.
11. 2.2.11 You have the necessary knowledge and experience to understand the nature of, and risks associated with, transactions in virtual assets and you accept that all such risks are your sole responsibility.
12. 2.2.12 You acknowledge and accept the general risk disclosures at Schedule 1 of these terms and conditions, including the specific risks associated with stablecoins set out therein, and you are fully aware that virtual assets are a volatile asset class.

2.3 Client categorisation

2.3.1 For the purposes of this Agreement and the application of consumer-protection or small-business protections under applicable law, the MS Pay Group categorises each Client, at the point of account opening and on any subsequent material change of circumstances, into one of the following categories: (a) Consumer — a natural person acting for purposes wholly or mainly outside that individual's trade, business, craft or profession; (b) Micro-enterprise — a person (other than a Consumer) who at the time of contracting employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million (or local-currency equivalent); (c) Business Client — any other person who is not a Consumer or a Micro-enterprise; or (d) Elective Professional Client — a Business Client who has been categorised as a professional client at its written request and on the basis of criteria applied by the relevant Group Member consistent with applicable law.

2.3.2 We will notify you of your category at on-boarding. You may at any time request a reassessment of your category, which we will consider in good faith on the basis of the information you provide. We will notify you in writing of any change of category and of any consequent change in the protections that apply to you.

2.3.3 Where this Agreement applies a higher standard of protection to a Consumer or a Micro-enterprise (whether by mandatory law or by express provision of this Agreement), that higher standard applies in priority to any general provision of this Agreement, and the general provision is to be read subject to that higher standard.

2.4 KYC

2.4.1 Prior to opening an account, the Client will be required to satisfy each relevant Group Member's anti-money laundering, counter-terrorist financing and counter-proliferation-financing requirements ("AML/CFT") and applicable sanctions screening ("KYC"). The Client is required to provide such further full and true information and sign any document required by the relevant Group Member for KYC purposes.

2.4.2 We are not obliged to open an account and may refuse an application without giving a reason.

2.4.3 We may impose restrictions on a Client's account, or as a condition of opening an account, for any reason, including but not limited to: (i) the relevant Group Member being required to do so by applicable law, regulation, court order, or by a regulatory or governmental authority; or (ii) the relevant Group Member determining that such restrictions are necessary in accordance with the Client's AML/CFT or sanctions risk profile.

2.4.4 Your account will not be open and activated until we notify you of the completion of our account-opening requirements and procedures. We will not activate your account for the purposes of undertaking any trading or payment activity until our KYC requirements are satisfied. If an account is activated but our KYC or other requirements are not complied with thereafter, the relevant Group Member reserves the right at all times to freeze and/or close the account.

2.4.5 You acknowledge that failure by you to ensure that the relevant Group Member has all necessary and current KYC documentation may delay or impede your instructions and the withdrawal of funds from your account.

2.4.6 By completing an application to open an account, you consent to us carrying out such credit and identity checks as we consider necessary with our third-party service providers in relation to you, your directors and officers and your ultimate controllers, and to us holding copies of identification documentation and sharing those details with our third-party service providers, in each case in accordance with clause 5.

2.5 Security and authorised use

2.5.1 To access the account, you will be required to create or will be given security details, including a username and password. You agree to take all reasonable steps to keep your account and log-in information safe and secure, including (where applicable) using strong customer authentication, updating your password at least bi-annually, using a unique password not shared with any other web-based account, not sharing your password and not allowing anyone else to access your account.

2.5.2 You must notify us without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of your security details or your account. Following such notification, you shall not bear any further losses resulting from use of the lost, stolen or misappropriated security details, except where you have acted fraudulently.

2.5.3 Where the Client is a Consumer and the Service in question is a regulated payment service, the Client's liability for losses resulting from any unauthorised payment transaction shall be limited in accordance with applicable law (including, where applicable, the UK Payment Services Regulations 2017 and EU Directive (EU) 2015/2366 as transposed locally), such that (where applicable) the Client shall not be liable for any amount in excess of the statutory limit (in the UK, GBP 35) prior to notification, and shall not be liable for any further amount after notification has been given, in each case save where the Client has acted fraudulently or with intent or gross negligence has failed to comply with this clause 2.5. The provisions of this clause 2.5.3 take precedence over any inconsistent limitation, exclusion or indemnity elsewhere in this Agreement, including clause 9.

3. Operating your account and trading activities

You may place a trade or payment instruction with us at any time between 07:00 and 17:00 (local time in the Service jurisdiction) by contacting us by telephone, email, secure instant messaging or other agreed method of secure communication using the contact details you were given when your account was opened.

3.1 Fiat currency payments to us

3.1.1 When you purchase assets via your account, you must first either (i) transfer sufficient fiat currency to our designated account to fund the purchase or (ii) already hold sufficient fiat currency in your account to fund the purchase ("Purchase Funds").

3.1.2 Purchase Funds may be paid to us by bank transfer (for example, SEPA transfer, UK Faster Payments, US wire, Interac e-Transfer) or by any other method permitted by us from time to time. At registration, you will be provided with a unique reference number that you must include when transferring funds, to enable the relevant Group Member to credit your account.

3.1.3 When you transfer Purchase Funds by way of bank transfer, you should only do so from a bank account previously notified to us, associated with your account and registered under your name. If these conditions are not met, this may result in the Purchase Funds being returned (net of any transfer fees).

3.1.4 Where a Group Member is required by its regulator to safeguard Client funds (including, for example, under safeguarding rules applicable to authorised or registered payment institutions in the UK, or client-asset rules applicable in Jersey), Client funds will be held in accordance with those requirements at the credit institution(s) identified to the Client at on-boarding (or as updated by notice). For Services not subject to such safeguarding requirements, Purchase Funds are treated by the relevant Group Member as its own for the purpose of securing or covering the Client's obligations under the Agreement, subject only to any contractual obligation to pay or return money to the Client.

3.1.5 Where Client funds are safeguarded under applicable law, the Client's entitlement is as set out in the relevant safeguarding regime. Where Client funds are not safeguarded under applicable law, the Client's entitlement to repayment is as an unsecured creditor of the relevant Group Member.

3.2 Payment of fiat currency owing to you

3.2.1 You may give us an instruction during normal business hours to pay the balance of any fiat currency owing to you. Instructions received outside business hours or on a non-business day will be processed on the next business day. Repayments shall only be made in the same currency and to the same source from which the funds were originally transferred, unless we have accepted a request to return funds to a different account in the name of the Client.

3.2.2 We shall withdraw the specified amount (less any transfer charges) within five business days once a duly executed instruction has been received and provided the Client has no outstanding obligations to the MS Pay Group. We may cancel a withdrawal order if, according to our discretion, the funds remaining in the account would not be sufficient to secure any outstanding open positions.

3.2.3 We shall have the authority to reduce any balance on the account for all applicable fees and charges. If the Client has any obligation to pay an amount that exceeds the amount held in the account, the Client shall pay such amount immediately on demand.

3.3 Placing orders, recording and reconciliation

3.3.1 You may place an order at any time during our designated trading hours (as published on the Platform). Orders placed outside trading hours which remain open shall be automatically rolled over until the transaction is closed.

3.3.2 Trades may be placed via the Platform, by email or by telephone, unless we inform you that a particular order can only be given in a particular way. The Client acknowledges and consents to the recording of any telephone and other voice or electronic communication relating to an order or instruction. Such recordings are made for evidential purposes, to verify instructions, to monitor for compliance and to investigate complaints; they will be retained for the period required by applicable law and may be used in evidence in any dispute. Orders for the simultaneous sale and purchase of the same asset on behalf of the same Client may, at our absolute discretion, be netted.

3.3.3 The Client authorises us to rely and act on any trade placed via the Platform, and on any other order, written request or instruction or other documented communication given (or purporting to be given) by the Client or any person authorised on the Client's behalf, without further enquiry as to authenticity or authority.

3.3.4 The Client will be responsible for and will be bound by all obligations entered into or assumed by us on behalf of the Client in consequence of or in connection with such orders. This clause does not affect the Client's mandatory rights as a Consumer in respect of unauthorised payment transactions (see clause 2.5.3).

3.3.5 If the Client requests cancellation of any order, we can only cancel that order if we have not acted upon it, or if otherwise agreed by us.

3.3.6 We have the right, but not the obligation, to set limits and/or parameters to control the Client's ability to place orders or to restrict the terms on which a transaction may be made, including controls over maximum order amounts and sizes, total exposure, prices, and verification procedures.

3.3.7 We are entitled, at our discretion, to cancel any order that has been executed for reasons including but not limited to an error caused by any system malfunction or error of any exchange or pricing source.

3.3.8 The Client can see their open trades and funds situation at any time by accessing the account via the Platform and by viewing past trade reports generated by the Platform.

3.3.9 A transaction is closed when any of the following events occurs: (i) the Client closes the transaction; (ii) the transaction meets stop-loss, take-profit or other predefined criteria; (iii) the transaction expires; or (iv) the Client does not have sufficient funds in the account to hold the transaction open.

3.3.10 It is important for the Client to reconcile the account on a frequent basis. The Client shall notify us of any suspected discrepancy without undue delay. The period within which the Client must notify the MS Pay Group of an objection to, or discrepancy in, a trade confirmation, statement or transaction record is as follows: (a) for a Business Client or Elective Professional Client, within 24 hours of receipt, failing which the confirmation, statement or record shall be deemed accepted as between the parties; (b) for a Consumer or Micro-enterprise, within the period prescribed by applicable law (including, where applicable, the longstop of approximately 13 months from the debit date under the UK Payment Services Regulations 2017 / Directive (EU) 2015/2366 in respect of unauthorised or incorrectly executed payment transactions), and otherwise within a reasonable period; in no case will this clause exclude or restrict any statutory right of a Consumer or Micro-enterprise to challenge an unauthorised or incorrectly executed payment transaction within the statutory period.

3.4 For purchases of assets

3.4.1 You shall inform us of the requested trade, specifying the asset you wish to buy, the fiat currency in which you wish to pay, and the value of the trade.

3.4.2 We will price the trade based on the prevailing market prices available to us and notify you of the terms (including price and our charges). The trade price may be indicative or, if we hold sufficient fiat currency from you, firm.

3.4.3 On receipt of your order, we will source pricing and present it to you for acceptance within a narrow window of time. You may alternatively give us a precise order type (such as a limit or stop order).

3.4.4 You must accept the trade by email, secure messaging or other agreed method. Once accepted, a trade cannot be amended or revoked.

3.4.5 Once confirmed, we will execute the trade and either hold the acquired asset in our custodian for delivery to your custodian, or direct delivery by the counterparty to your custodian.

3.4.6 We will record the details of each transfer and send you a receipt by email or secure communication as soon as practicable after execution. We will take reasonable steps to obtain a good outcome for the Client consistent with the prevailing market and the Client's instructions; references to "best execution" in any commercial or marketing material shall be read as a reference to that standard, and shall not amount to a regulatory best-execution duty where the relevant Group Member is acting as principal.

3.5 For sales of assets

3.5.1 You shall inform us of the trade, specifying the asset you wish to sell, the fiat currency you wish to receive, and the value of the trade.

3.5.2 We will price the trade based on prevailing market prices and inform you of the amount of fiat currency you will receive (or quantity of asset to be sold). We will notify you of our applicable charges.

3.5.3 We will provide either an indicative or a firm price depending on whether we are in receipt of cleared assets in our custodian.

3.5.4 You must accept the trade by email or secure messaging. Once accepted, a trade cannot be amended or revoked.

3.5.5 Once confirmed, we will execute the trade, receive the fiat currency in settlement, and credit it to your account balance for withdrawal in accordance with these terms.

3.5.6 We will record details and send a receipt within one hour of completion. We will take reasonable steps to obtain a good outcome for the Client, on the basis described in clause 3.4.6.

3.6 If we determine in our absolute discretion that a quote contained an obvious error, we may cancel a trade based on that quote by notice to you after your acceptance.

3.7 We retain the right to refuse to accept any request to trade at any time in our absolute discretion.

3.8 If, at any time, the MS Pay Group and you have payment and delivery obligations in respect of multiple completed trades in the same asset, we may net those obligations.

3.9 On the occurrence of any default event listed in clause 3.10, we may: (i) cancel and terminate any completed trade that has not yet settled and require you to compensate us for resulting losses; (ii) set off and net obligations; (iii) terminate any or all of our obligations for future performance to you; and/or (iv) take such other actions as we deem necessary for our protection.

3.10 Default events include: (i) failure to comply with these terms; (ii) any representation or warranty made by you ceasing to be true; (iii) insolvency or bankruptcy proceedings; (iv) inability to pay your debts; (v) regulatory suspension of your business; (vi) the Client becoming a Restricted Person within the meaning of clause 12.

4. Fees and charges

4.1 We will charge fees or commissions for executing trades and processing payments, whether as your counterparty or by arranging execution with a counterparty or exchange.

4.2 We will publish our range of fees and commission rates through the Platform from time to time, but the fees and commissions applicable to your trades and payments with us will be quoted to you for your acceptance and will be deemed accepted by your placing an order.

4.3 Fees and commissions applicable to a trade or payment will be deducted by us from the fiat currency received or provided for the transaction.

5. Privacy, data protection and international transfers

5.1 In this clause: (i) "Data Protection Legislation" means, in respect of each Group Member, the data protection laws of the jurisdiction in which that Group Member is established, including (as applicable) the UK GDPR and the Data Protection Act 2018; the Data Protection (Jersey) Law 2018; the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada); Regulation (EU) 2016/679 (EU GDPR); and the privacy laws of the United States that apply to the relevant Group Member; and (ii) the terms "process", "controller", "personal data" have the meanings given in the relevant Data Protection Legislation.

5.2 In the provision of the account and related Services, the relevant Group Member (or Group Members, jointly) may process certain personal data, including personal data provided by the Client. The relevant Group Member shall be the controller of such personal data, and the Holding Company may act as joint controller for group-wide compliance and risk-management purposes.

5.3 The Client warrants and represents that the disclosure of any personal data to us in connection with the Agreement is in compliance with the requirements of the Data Protection Legislation.

5.4 The Client acknowledges that the operation of the MS Pay Group involves the transfer of personal data between Group Members and to third-party service providers and regulators located in Jersey, the United Kingdom, the European Economic Area, Canada, the United States and, from time to time, other jurisdictions. Where such transfers are made from a jurisdiction whose law restricts cross-border transfers of personal data, the MS Pay Group will rely on an appropriate transfer mechanism recognised under that law, including (as applicable) the UK International Data Transfer Agreement or Addendum, the EU Standard Contractual Clauses, an adequacy decision, the Jersey adequacy framework, or intra-group binding obligations equivalent in substance to those instruments. Details of the applicable transfer mechanism are available on request.

6. We do not provide advice

6.1 The MS Pay Group does not advise its Clients regarding the expected profitability of any trading action or non-action. The Client represents that it is solely responsible for making its own independent appraisal and investigation of the risks of the transaction.

6.2 We may provide market commentary, information or marketing or educational information through the Platform or other channels. This information is not intended to be relied upon as personalised communication, investment advice, trading recommendation or opinion.

7. Tax, FATCA and CRS

7.1 Any tax applying on the Client and/or the results of the Client's trading activity, including trading profits and losses, are the Client's full and sole responsibility. The Client shall personally report and pay any personal, national and local tax liabilities.

7.2 The Client shall provide to the MS Pay Group, on request and on any change of circumstances, all information and documentation reasonably required by the MS Pay Group to comply with the U.S. Foreign Account Tax Compliance Act (FATCA), the OECD Common Reporting Standard (CRS) and equivalent automatic-exchange-of-information regimes (including, as applicable, IRS Forms W-9 / W-8 series, CRS self-certifications, and information relating to controlling persons and tax residences).

7.3 The Client consents to the MS Pay Group sharing information about the Client and the Client's account with any tax authority, government body or other Group Member where required for the purpose of FATCA, CRS or other applicable reporting obligation. The MS Pay Group reserves the right, where required by law, to deduct or withhold tax from the Client and remit it to the relevant tax authority.

8. Termination

8.1 Either party may terminate the Agreement without providing any specific reason by giving the notice period required by clause 14.1.

8.2 Without affecting any other right or remedy, the relevant Group Member may terminate the Agreement with immediate effect by giving written notice if: (i) we reasonably suspect a breach of the Agreement; (ii) we reasonably believe we need to do so to protect our reputation; (iii) we are required to do so by applicable law, regulation, court or government body; (iv) we have reasonable concerns about the security of the account or suspect fraud, money laundering, terrorist financing, sanctions breach or other unlawful use; or (v) the Client becomes a Restricted Person within the meaning of clause 12.

8.3 On termination, the Client shall close all open positions; otherwise we may close them at the risk of the Client.

8.4 On termination, all amounts payable by either party will become immediately due.

8.5 Termination shall not affect any outstanding rights and obligations under applicable law and the provisions of the Agreement.

8.6 If a termination notice has been provided by either party, we request that the Client withdraw any remaining funds in the account. If funds have not been withdrawn within twenty-one (21) days, we will return funds to the original source, unless otherwise instructed.

9. Limitations of liability and indemnity

9.1 The provision of the Services, the Platform and the account by the MS Pay Group are provided "as is" and "as available", and we make, to the fullest extent permitted by applicable law, no warranties of any kind, express or implied, including fitness for any particular purpose. We will perform the Services and comply with our obligations under this Agreement to the level of skill and care as would reasonably be expected of a professional provider of the Services.

9.2 The Client acknowledges that the Platform follows the relevant market, whether the Client is in front of their device or not.

9.3 Subject to clauses 9.8, 9.9 and 9.10, the MS Pay Group shall not in any circumstances be liable whether in tort, contract, misrepresentation or otherwise arising by reason of (i) our reliance on any order reasonably believed to be authorised by the Client; (ii) actions taken to comply with applicable law or this Agreement; (iii) acts or omissions of the Client or any agent of the Client; (iv) any delay or change in market conditions before execution or settlement; (v) any error from unclear or ambiguous instructions; (vi) any delay, failure or error by the Client in implementing any reasonable instruction; (vii) any specific order from the Client; (viii) any system, transmission failure or delay unless caused by our gross negligence or wilful misconduct; (ix) any computer virus or similar items except where caused by our negligence or wilful misconduct; (x) any insolvency of a third party or counterparty or a market-disruption event; or (xi) any cause beyond our reasonable control.

9.4 Subject to clauses 9.8, 9.9 and 9.10, we shall not in any circumstances be liable for: (i) loss of profits or expected revenue; (ii) loss of opportunity; (iii) loss of business; (iv) depletion of goodwill or similar losses; (v) loss of anticipated savings; (vi) loss or corruption of data; (vii) losses arising from an unauthorised transaction caused by lost or stolen security details, save that this exclusion shall not apply to a Client who is a Consumer in respect of an unauthorised payment transaction within the meaning of clause 2.5.3, and the Client's liability in respect of such a transaction shall be limited in accordance with that clause; (viii) any special, indirect, consequential or pure economic loss; or (ix) any losses arising from a force majeure event.

9.5 Subject to clauses 9.8, 9.9 and 9.10, the MS Pay Group's total aggregate liability arising out of or in connection with the performance or contemplated performance of the Agreement shall in all circumstances not exceed the higher of: (i) four times the amount of commission earned by the MS Pay Group under this Agreement in the 12-month period prior to the event giving rise to the claim; or (ii) GBP 10,000 (or its equivalent in the currency of the relevant transaction).

9.6 The Client shall indemnify and hold the MS Pay Group harmless from and against any and all damages, losses, liabilities, costs and expenses (including legal expenses) arising out of or in connection with (a) the Client's use of the account or related services other than in accordance with the Agreement, and/or (b) any breach by the Client of the Agreement. This indemnity does not apply to a Client who is a Consumer to the extent that it would seek to require the Consumer to indemnify the MS Pay Group in respect of matters for which the Consumer is not lawfully liable, including losses arising from an unauthorised payment transaction where the statutory consumer-liability cap in clause 2.5.3 applies.

9.7 We may use the services of third parties and will select and appoint third parties which have the competence, ability, capacity and authorisation to perform the relevant functions or services.

9.8 Nothing in the Agreement shall limit or exclude the liability of either party for a matter in respect of which it would be unlawful to exclude or limit liability.

9.9 Nothing in the Agreement will exclude, limit or restrict either party's liability for fraud or fraudulent misrepresentation committed by that party (or its directors, officers, employees or agents) or wilful default.

9.10 The limitations and exclusions in clauses 9.3 to 9.6 (inclusive) do not apply to the extent that they would purport to limit or exclude any liability that, under the law applicable to the relevant Group Member's relationship with the Client (including, in particular, the law applicable to the relationship with a Consumer or Micro-enterprise in respect of a regulated payment service), may not lawfully be limited or excluded. To that extent, the relevant Group Member's liability is governed by the applicable law and not by clauses 9.3 to 9.6.

10. Force majeure

10.1 If we are unable to perform the Services due to factors beyond our reasonable control — including but not limited to an event of Force Majeure, change of law or change in sanctions policy — we will not have any liability to you with respect to the Services for a time period coincident with the event.

11. Complaints

11.1 A complaint should be raised by emailing the relevant Group Member at the address published on the Platform. The Client should provide full details of the circumstances giving rise to the complaint.

11.2 Where the relevant Group Member is required by its regulator to operate a formal complaints procedure (including under JFSC rules in Jersey, FCA rules in the UK and FINTRAC rules in Canada), the relevant Group Member's published complaints procedure shall apply, and the Client's right to escalate a complaint to the applicable financial ombudsman or supervisory authority (including the Channel Islands Financial Ombudsman, the UK Financial Ombudsman Service or any equivalent body) is preserved.

12. Sanctions

12.1 "Sanctions" means any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time by the United Nations Security Council, the United States Government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC)), the European Union and any EU member state, the United Kingdom (including HM Treasury / Office of Financial Sanctions Implementation (OFSI)), the Government of Canada (including the Department of Foreign Affairs, Trade and Development), the Government of Jersey and the Government of the Republic of Lithuania (each a "Sanctions Authority"). A "Restricted Person" means a person who is the subject or target of Sanctions or who is located, organised or resident in a country or territory that is the subject or target of comprehensive Sanctions.

12.2 The Client represents, warrants and undertakes that, throughout the term of this Agreement: (i) the Client is not a Restricted Person; (ii) the Client's beneficial owners, controllers, directors and senior officers are not Restricted Persons; (iii) the Client will not use the Services to engage, directly or indirectly, in any transaction with, or for the benefit of, any Restricted Person, or in any activity that would breach Sanctions; and (iv) no funds or assets transferred by the Client to or via the MS Pay Group are or will be the proceeds of any activity prohibited by Sanctions.

12.3 The MS Pay Group conducts ongoing sanctions screening of Clients, counterparties, originators and beneficiaries. We may, in our absolute discretion and without notice (except where notice is mandated by applicable law), refuse to onboard a Client, freeze or restrict an account, refuse, delay, return, reject or block a transaction, or terminate the Agreement, where we determine that doing so is necessary or appropriate to comply with Sanctions, our risk policies or the requirements of any Sanctions Authority or correspondent. We shall not be liable for any loss arising from action taken under this clause, and the Client shall indemnify the MS Pay Group against any loss, fine or penalty arising from the Client's breach of this clause.

13. Travel Rule and information accompanying transfers

13.1 The Client acknowledges that the MS Pay Group is required by Sanctions Authorities and by the regulators of relevant Group Members — including, in respect of fiat payments, regulations transposing FATF Recommendation 16 (such as Regulation (EU) 2015/847 / Regulation (EU) 2023/1113 in the EU, the UK Funds Transfer Regulations and similar regimes in Canada, Jersey and the United States); and, in respect of virtual-asset transfers, FATF Recommendation 15 and the "Travel Rule" as implemented in the Client's and the relevant Group Member's jurisdictions — to obtain, hold and transmit certain information about the originator and the beneficiary of a transfer ("Travel Rule Information"), which may include name, account number / wallet address, address, official identification number, date and place of birth and other information.

13.2 The Client agrees to provide accurate and complete Travel Rule Information on request and to permit the MS Pay Group to transmit such information to other regulated entities, exchanges, custodians, correspondents and competent authorities, in each case for the purpose of complying with the Travel Rule.

13.3 The MS Pay Group may refuse, delay, return, suspend or block a transfer where (i) the Client has failed to provide complete and accurate Travel Rule Information; (ii) the counterparty virtual-asset service provider has not implemented or complied with the Travel Rule; or (iii) the MS Pay Group has reasonable concerns about the integrity of the Travel Rule Information provided. The Client acknowledges that such measures may result in delay or rejection of transfers that would otherwise have completed.

14. General provisions

14.1 We may amend these terms at any time by giving notice to you. Where the relevant Service is a payment service provided to a Client who is a Consumer or a Micro-enterprise, the MS Pay Group will give at least two months' prior written notice of any amendment, during which period the Client may terminate the Agreement free of charge. The Client will be deemed to have accepted the amendment unless the Client notifies the MS Pay Group of its rejection before the proposed date of entry into force. For all other Clients and Services, notice may be provided by email and continued use of the Services after a reasonable period of time shall constitute acceptance of the amended terms.

14.2 The Client may not assign or transfer their account to a third party, or pledge, securitise it or grant any third party a legal or equitable interest over it. The Agreement shall be binding on the successors and heirs of the Client. The MS Pay Group reserves the right to assign or transfer its rights and obligations under this Agreement (including between Group Members) on prior notice to the Client.

14.3 The Client acknowledges that all intellectual property rights in the Platform, account and related services are and shall remain the sole property of the MS Pay Group and/or its licensors. We grant the Client a limited, personal, non-transferable licence to access and use the Platform subject to these terms.

14.4 If any provision is held void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision shall be deemed deleted.

14.5 If an account is a joint account, each of the persons named on the account shall be authorised to represent the others. In case of contradiction between instructions, the last instruction received will prevail.

14.6 All communications between us and the Client will be in English. Unless otherwise agreed, all notices, instructions and other communications will be given via the Platform, by email or by other electronic means.

14.7 No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that or any other right or remedy.

14.8 The Agreement constitutes the entire Agreement and understanding between the parties with respect to its subject matter and supersedes all prior representations, writings or negotiations.

14.9 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Jersey, and each party irrevocably submits to the exclusive jurisdiction of the courts of Jersey, save that, where a particular Service is provided to the Client by a Group Member under its local regulatory permission, the Client's mandatory statutory rights as a Consumer or Micro-enterprise (including under UK consumer law, Canadian consumer law, Lithuanian / EU consumer law and applicable US state law) shall be preserved to the extent they cannot be lawfully excluded.

Schedule 1: General Risk Disclosure

1. Prior to applying for an account, the Client should consider carefully whether trading in the assets markets and the use of the other Services is suitable in light of their circumstances, financial resources and the risks described herein.

2. Trading in the assets markets is considered highly risky and speculative. These markets are characterised as highly volatile, with inherently high risk, and such volatility may cause high losses within a short period.

3. The Client is ultimately responsible for all losses suffered in the account. The Client should be prepared to lose all funds deposited and may be responsible for losses that exceed any profits and funds placed with the MS Pay Group. The Client should never fund trading activities with retirement savings, loans, mortgages, emergency funds, funds set aside for purposes such as education or home ownership, or funds required for current income or future medical expenses.

4. Competition and sophistication — trading requires knowledge of the relevant markets, trading techniques and strategies. Prior investment and trading experience is necessary. No guarantees are offered or represented by the MS Pay Group regarding returns.

5. Rules and regulations — the Client must know and follow the rules and regulations applicable to the Services as set out in the documents and agreements delivered to and signed by the Client. Failure to follow the applicable rules may result in forced closure of positions, temporary freezing of the account, closure of the account and/or other actions necessary for the protection of the MS Pay Group.

6. Knowledge of our software — the Client must be knowledgeable in the use and functionality of the trading software provided by the MS Pay Group via the Platform or by any third-party provider, in order to correctly interpret account information and to be able to request the placement of orders correctly.

7. Overnight positions are considered risky. Holding large positions, especially after the close of the relevant market, may result in considerable losses.

8. The MS Pay Group makes no warranty regarding the effectiveness, accuracy or efficiency of third-party trading platforms or exchanges, except as required by applicable law.

9. The Services are intended to provide professional and non-professional traders with a mechanism for execution of trades. Nothing in the Services constitutes investment advice or a recommendation to buy, sell or hold any particular asset.

10. Funds placed with the MS Pay Group are at risk of partial or total loss in the event of insolvency of the relevant Group Member, misappropriation, or in the event that funds become frozen or inaccessible at a third-party credit institution or payment-account provider. Where Client funds are safeguarded under applicable law, the Client's recovery is governed by the applicable safeguarding regime. Where Client funds are not safeguarded, the Client's entitlement is as an unsecured creditor.

11. Cessation of trading — because the trading system is based on networks for the exchange of information and the internet, trading or any part of it may cease and/or be disrupted, without prior notice or for reasons outside our control.

12. Because pricing information is received from third-party information providers, it is not possible for the MS Pay Group to be responsible for the updating and accuracy of the information appearing on the website or the Platform.

13. Specific risks of stablecoins. Where the Service involves the purchase, sale, custody or transfer of a stablecoin or other asset-referenced or e-money token, the Client acknowledges in particular that: (a) the value of a stablecoin is not guaranteed to remain at parity with its reference asset and may "de-peg", including under stressed market conditions, in some cases substantially and rapidly; (b) the stablecoin's stability depends on the financial condition, governance and operational integrity of its issuer, the composition, custody and liquidity of any reserve assets, the redemption rights it confers (which may be limited, suspended or extinguished), and the regulatory regime applicable to the issuer; (c) on-chain transfers of stablecoins are typically irreversible, and a transfer to an incorrect, inaccessible or sanctioned address, or to a wallet whose private keys have been lost or compromised, may result in total and unrecoverable loss; (d) blockchains and bridges may be subject to congestion, forks, attacks, smart-contract failure or operational incidents that delay, distort or invalidate transactions; and (e) regulatory action, including the prohibition, suspension or de-listing of a stablecoin in a particular jurisdiction, may affect the Client's ability to use or redeem the stablecoin. The MS Pay Group does not issue stablecoins and does not guarantee their value, redemption, liquidity or regulatory status.

Schedule 2: Group Regulated Entities and Service Allocation

Each Service provided under these terms and conditions is delivered by the Group Member identified below, under the regulatory permissions specified. The Holding Company is the parent of each Group Member. The Holding Company does not itself provide regulated financial services to Clients.

Where a Client uses more than one Service, the Client may have a separate contracting relationship with more than one Group Member. The Holding Company shall coordinate the Client relationship across the MS Pay Group, but each regulated Service is delivered, and the associated regulatory protections apply, by reference to the relevant Group Member only.

Safeguarding. Where the relevant Group Member is required by its regulator to safeguard Client funds (including Cowrie Transfer Services Limited under the UK Payment Services Regulations 2017), Client funds are held in a segregated safeguarding account at the credit institution(s) identified to the Client at on-boarding (or as updated by notice on the Platform). The MS Pay Group will identify in writing on request the name of the safeguarding credit institution and the type of segregation arrangement applicable to the Service in question.