Please read these terms and conditions (the “Agreement”) carefully before using any of PRIMONEY Financial Services.

This is a legal agreement between PRIMONEY Financial Ltd. (“PRIMONEY” or „PRIMONEY Financial”), a Money Services Business in Canada operating under the regulatory governance of the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), and the entity accepting this agreement through the Site (as defined below) (“Client”). Client’s use of the PRIMONEY Financial Services, as defined below, is subject to these terms of use (the “Agreement”).

This Agreement shall govern the availability and use of the PRIMONEY Financial Services provided by us (PRIMONEYFinancial and PRIMONEY Financial Group Entities). By accessing or using any or part of the PRIMONEY Financial Services, you (the “Client”, “you”/ “your”, “any authorized user”) agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, please do not access or use any of PRIMONEY Financial Services.

Notwithstanding the foregoing, you shall regularly review the terms and conditions of this Agreement. You may access the latest version of this Agreement at any time on our website (https://www.primoney.com).

This Agreement is effective and legally binding on the date when the Client creates a PRIMONEY Financial Account, affirmatively accepts the Agreement in writing or electronically, or otherwise uses the Services (“Effective Date”).Subsequently, the Agreement shall be continued until it is terminated in writing. Your acceptance of this Agreement serves as confirmation that you fully understand and accept these terms and conditions. If you do not understand any of these terms and conditions, please contact us or your account manager for more information.

PRIMONEY Financial Ltd. is regulated by the Financial Transactions and Reports Centre of Canada (FINTRAC) and registered as a Money Services Business (MSB) with registration number M21230596 and is engaged in providing cross border remittances, foreign currency exchange and payment solutions to individuals and legal entities.

PRIMONEY Financial as an Money Services Business is subject to various laws and regulations, including those related to anti-money laundering (AML) and anti-terrorist financing (ATF) in various jurisdictions.

 

 TABLE OF CONTENTS

1. Important information
2. Definitions
3. Services
4. Registration in PRIMONEY Financial System (client onboarding
5. Usage of the Account
6. Pricing
7. Client representations and Warranties
8. Termination and Suspension
9. Suspension of Services
10. Intellectual property
11. Liability of the parties
12. Miscellaneous 

 

1. Important information

1.1. You acknowledge that you and your use of the PRIMONEY Financial Services are subject to the mandatory provisions of Applicable Law. You are solely responsible for understanding and complying with any and all laws, rules and regulations that may be applicable to you in connection with your use of the PRIMONEY Financial Services, including, but not limited to, laws and regulations governing payment services, anti-money laundering or terrorist financing requirements, consumer protection, data protection laws, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any goods or services, and those related to export/import activity, taxes or foreign currency exchange.

1.2. We may close, suspend or limit your access to your use of the PRIMONEY Financial Services in the event that you breach any of the terms and conditions in this Agreement or any other agreement you enter into with PRIMONEYFinancial or pursuant to any proprietary monitoring used by PRIMONEY Financial when assessing the risk associated with your transaction activity. We may also limit your access to funds per the instructions of law enforcement or our regulators.

2. Definitions

In the context of this Agreement, the following terms shall have the following meaning:

2.1 “Agreement” shall mean the terms and conditions herein, in addition to exhibits and any referenced documents or attachments, including the Privacy Policy.

2.2 “PRIMONEY Financial” „we,” „us,” or „our” means PRIMONEY Financial Ltd, the details of which are set out in this Terms and Conditions unless the context otherwise requires.

2.3 “PRIMONEY Financial website” shall mean our website at https://www.primoney.com

2.4 “PRIMONEY Financial Netbank” shall mean your online account where you register for PRIMONEY Financial Services and make ongoing use of the PRIMONEY Financial Services. Your PRIMONEY Financial Account is where you upload and maintain your contact and identity information, and other information related to such Client’s use of the PRIMONEY Financial Services.

2.5 „ PRIMONEY Financial App” means the PRIMONEY Financial mobile application of PRIMONEY Financial Ltd, as available in the relevant app store for a PRIMONEY Financial User to request a PRIMONEY Financial Account as well as monitor any of his/her transactions on his/her mobile device.

2.6 “Applicable Law” shall mean any law, regulation or generally accepted practices or guidelines in the relevant jurisdictions applicable to PRIMONEY Financial Services, including, but not limited to, laws governing payment services including anti-money laundering or counter-terrorist financing requirements, sanctions, consumer protection, data protection laws, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any goods or services, and those related to export/import activity, taxes or foreign currency transactions including, but not limited, to the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance, the Drug Trafficking (Recovery of Proceeds) Ordinance, the Organized and Serious Crimes Ordinance, the United Nations (Anti-Terrorism Measures) Ordinance, the United Nations Sanctions Ordinance and the Weapons of Mass Destruction (Control of Provision of Services) Ordinance and similar legislation in all jurisdictions in which PRIMONEY Financial operates.

2.7 “Business Day” shall mean a day other than a Saturday, Sunday or Public Holiday on which PRIMONEY Financial and its Affiliates (as applicable) are open for business in its registered place of business or a day on which banks and foreign exchange markets are open for business in the principal financial centers of the countries of the relevant currencies (as required).

2.8 “Client” shall mean you, the individual or legal entity who enters into this Agreement and in whose name the PRIMONEY Financial Account is registered.

2.9 “Fees” shall mean the charges payable by you to us for using the PRIMONEY Financial Services.

2.10 “Global Account” shall mean your PRIMONEY Financial multi-currency account.

2.11 “Restricted Person” shall mean a person that is (i) listed on, or owned or controlled by a person listed on sanctions list; (ii) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions.

2.12 “Sanctions” shall mean any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) Canada; (ii) the United States; (iii) the United Nations; (iv) the European Union; (v) the United Kingdom; (vi) any other jurisdiction in which PRIMONEY Financial operates; or (vii) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) (together “Sanctions Authorities”).

2.13 “Sanctions List” shall mean the Specially Designated Nationals and Blocked Persons list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar list issued or maintained or made public by any of the Sanctions Authorities.

2.14 “Service Providers” shall include banks, payment service providers, clearing networks and other third-party payment processing services used by PRIMONEY Financial in the course of supplying the PRIMONEY Financial Services.

2.15 “Special Companies” notably include: Companies registered in high-risk jurisdictions (such as the BVI or Cayman Islands); Companies whose directors, shareholders, and/or ultimate controllers include persons from high risks jurisdictions; Companies with complex ownership structures, for example with more than two (2) layers of shareholders between the Company and its ultimate controllers; Companies operating in high risk industries.

3. Services

3.1. PRIMONEY Financial offers the following services:

1. a) opening and keeping of a virtual multi-currency payment account;
2. b) incoming and outgoing electronic fund transfers in various currencies, including SWIFT and SEPA payments;
3. c) foreign exchange dealing
4. d) merchant accounts for collection of payments;
5. e) prepaid debit cards;
6. f) online client office and mobile application
    

4. Registration in PRIMONEY Financial System (client onboarding)

The Client who wants to start using the System has to go through the registration process. PRIMONEY Financial onboard the Client remotely via the below URLs.

https://client.primoney.com/#/registration/private

https://client.primoney.com/#/registration/corporate

In addition, the description of the Client’s identification procedure is provided within the Rules on Anti-money Laundering and Terrorist Financing Prevention of PRIMONEY Financial.

The Client obligates to ensure security and secrecy of the Password and the Unique Identifier granted to the Client. In case the Password becomes (or possibly becomes) known to the third parties, the Client obligates to immediately change the Password and/or Unique Identifier.

The Client obligates to ensure security and secrecy of the details about his/ hers Payment Instrument, including payment card number and Card Verification Value (CVV) code.

While registering in the System, the Client obligates to provide correct and complete data about himself/ herself during the registration process. The Client obligates to immediately, however, no later than 1 Business Day, inform PRIMONEYFinancial about any change of information and documents provided to PRIMONEY Financial during the registration process, including, but not limited to, change of the e-mail, phone, information on the representative and etc.

PRIMONEY Financial has the right to request the Client additional information and/ or documents related to the operations of the Client and to request the Client to fill such information periodically.

If the Client does not provide requested information and/ or documents within the terms specified by PRIMONEYFinancial, PRIMONEY Financial has the right to suspend the Client registration process.

The Client might enter into legal relations with PRIMONEY Financial directly and/ or through the Client’s Representatives.

4. Usage of the Account

4.1. The virtual multi-currency Payment Account allows the Client to deposit (via electronic fund transfer), transfer, keep funds in the Account for transfers, local and international money transfers executions, contribution payments, also receive money to the Account, settle for goods and services, and perform other operations directly related to money transfers.

4.2. PRIMONEY Financial reserves the right not to open an account and/ or close an account without providing a reason.

4.3. The Client may manage the Account via the internet by logging in to his/her Online Account with his/her login name and Password (https://client.primoney.com/#/login) or via „PRIMONEY Financial” mobile application. To use Payment services via PRIMONEY Financial System the Client’s equipment shall be in compliance with the following minimum system requirements:

4.3.1. Desktop: Minimum: Processor: Intel Core i3 or better Memory: 2 GB RAM

4.3.2. OS: Windows 7 / Linux up to date distro Browser: Firefox / Chrome / Edge

4.3.3. Mobile devices: iOS 10 or higher / Android 6.0 or higher

4.4. Payment Transfers from the Client’s Account may be executed:

4.4.1. to another user of the System;

4.4.2. to the Canadian, EU and foreign bank accounts (except for banks in foreign countries to which the Payment Transfers are forbidden; PRIMONEY Financial informs the Client about such countries in the System);

4.4.3. to accounts in other electronic payment systems specified in the System;

4.4.4. to other debit and credit cards using card to card payment services.

4.5. Funds may be transferred to the Account in different currencies. The Client will be shown the currency exchange rate valid at the moment of conversion before making any transaction in a different currency within the System. The exchange rate is constantly updated on the System.

4.5.1. For a payment order in Euro which is given by the Client as payer and the payee’s bank account is held with a Payment Service Provider in the EU Member State or in another state which is a contracting party to the European Economic Area Agreement, the Client agrees that PRIMONEY Financial shall ensure that the account of the Payment Service Provider of the Payee shall be credited with the payment amount the latest within 3 (three) working days from the time of receipt of the payment order from the Client.

4.5.2. For payment orders given by the Client to PRIMONEY Financial which relate to the provision by PRIMONEYFinancial of any of the aforementioned payments in Euro and the payee’s account is held with a payment service providerin the EU Member State or in another state which is a contracting party to the European Economic Area Agreement, PRIMONEY Financial shall ensure that the payment service provider of the payee is credited with the payment amount the latest within 3 (three) working days from the time of receipt of the payment order from the Client.

4.5.3. For a payment order which is given by the Client as payer in the currency of the EU Member State other than Euro and the payee’s account is held with a payment service provider in the EU Member State or in another state which is a contracting party to the European Economic Area Agreement, the Client agrees that PRIMONEY Financial shall ensure that the payment service provider of the payee is credited with the payment amount the latest within 3 (three) working days from the time of receipt of the payment order from the Client.

4.5.6. For payment orders given by the Client as payer in a currency other than Euro or other than the currency of the EU Member State or other than the currency of a state which is a contracting party to the European Economic Area Agreement, the Client agrees that the above mentioned time limits do not apply.

4.5.7. Additionally, the time limits do not apply in case that any data required to proceed the transaction which was given to PRIMONEY Financial by the Client, is erroneous.

4.6. A bank or another electronic money transfer system may apply fees for transferring money from/ to Client’s Account to the Client’s bank account, card or a payment account of another electronic payment system.

4.7. PRIMONEY Financial may charge additional fees if received funds have to be converted to another currency before it is possible to credit them to the Client’s account. The Client will be informed about additional fees in advance.

4.8. Fees for the Services of PRIMONEY Financial are deducted from the Client’s Account. In case the amount of money on the Account is less than the amount of the Payment Transfer and the price of the Service of PRIMONEY Financial, the Payment Transfer is not executed.

4.9. In case the Client indicates incorrect data of the recipient and the Payment Order is executed according to the data provided by the Client (e.g. the Client indicates a wrong account number), it shall be considered that PRIMONEYFinancial has fulfilled its obligations properly and shall not repay the transferred amount to the Client. The Client shall directly contact the person who has received the transfer regarding the return of the money.

4.10. The Client is obliged to provide a Payment Order for the execution of the Payment Transaction in accordance with the instructions specified in the System and valid at the moment of transfer.

4.11. If the Payer submits an incorrect Payment Order or indicates incorrect data for the Payment Transfer, but the Payment Transfer has not been executed yet, the Client may request to correct the Payment Order.

4.12. If PRIMONEY Financial cannot credit funds indicated in the Payment Order to the recipient due to errors of the Client made in the Payment Order, the Payment Order may be cancelled and funds may be returned to the Client if it is technically possible.

4.13. In all cases, when PRIMONEY Financial receives a Payment Order but funds cannot be credited due to errors in the Payment Order or insufficiency of information, PRIMONEY Financial undertakes all possible measures to track the Payment Operation in order to receive accurate information and execute the Payment Order.

4.14. The Client, having noticed that money has been credited to his/ her Account by mistake or in other ways that have no legal basis, is obliged to notify PRIMONEY Financial about it immediately, however, no later than within 1 Business Day after noticing the wrongly credited money. The Client has no right to dispose of money that does not belong to him/ her. In such cases PRIMONEY Financial has the right and the Client gives an irrevocable consent to deduct the money from the his/ her Account without the Client’s order. If the amount of money on the Client’s Account is insufficient to debit the money credited by mistake, the Client unconditionally commits to repay PRIMONEY Financial the money credited by mistake in 3 (three) Business Days from the receipt of such request from PRIMONEY Financial.

4.15. The Client may check the Account balance and history by logging in to the Online Account or the Application. The Client can also find information about all applied fees and other fees deducted from the Account of the Client during a selected period of time.

4.16. The Client’s confirmations, orders, requests, notifications and other actions performed through websites of third persons or other places by logging in to his/ her Account and identifying himself/ herself in this way are treated as conclusion of an agreement.

4.17. The management of the Account via the internet:

4.17.1. In order to execute a Payment Operation via the internet, the Client must fill in a Payment Order in the System and submit it for execution, electronically confirming in the System his/ her Consent to execute the Payment Order.

4.17.2. Submission of the Payment Order in the System is an agreement of the Client to execute the Payment Operation and cannot be cancelled (cancellation of the Payment Order is only possible until the execution of the Payment Order has been started – status of the Payment Order and possibility of cancellation are visible on the Online Account of the Client).

4.17.3. In case the amount of money on Account of the Client is insufficient to execute the Payment Transfer, the Payment Transfer is cancelled. The Client can file in the Payment Order again once the amount of money on Account becomes sufficient. If the amount of money on Account is insufficient in one currency, but there is a sufficient amount of money in another currency, the Payment Transfer shall not be executed until the Client converts other currency to the currency of the payment (except for cases, when the Client has ordered an automatic currency exchange feature or the transfer is intended for paying for goods or services via System).

4.18. The Payment Order (from the Account opened within PRIMONEY Financial to the other Account opened within PRIMONEY Financial) is considered received (calculation of the time period of execution of such Payment Order starts) on the day of its reception, or, if the moment of reception of the Payment Order is not a Business Day, the Payment Order is considered received on the nearest Business Day.

4.19. The Payment Order (outside the System) which was received by PRIMONEY Financial on a Business Day but not on business hours set by PRIMONEY Financial, is considered received on the nearest Business Day of PRIMONEYFinancial.

4.20. All of the Payment Orders that the System receives are placed in a priority-based queue. Subsequently, Payment Orders are executed according to the queue, with execution occurring either immediately or as soon as preceding Payment Orders are completed.

4.21. PRIMONEY Financial has the right to record and store any Payment Order submitted by any of the means agreed on with PRIMONEY Financial, and to record and store information about all Payment Operations performed by the Client or according to Payment Orders of the Client. Records mentioned in the present clause may be submitted by PRIMONEY Financial to the Client and/ or third persons, who have the right to receive such data under the basis set forth in the legislation, as evidence confirming the submission of Payment Orders and/ or executed Payment Operations.

4.22. Payment Orders submitted by the Client shall comply with requirements for submission of such Payment Order and/ or content of the Payment Order set by the legal acts or by PRIMONEY Financial. Payment Orders submitted by the Client shall be formulated clearly, unambiguously, shall be executable and contain clearly stated will of the Client. PRIMONEY Financial does not undertake responsibility for errors, discrepancies, repetitions and/ or contradictions in Payment Orders submitted by the Client, including but not limited to, correctness of requisites of the Payment Order submitted by the Client. If the Payment Order submitted by the Client does not contain enough data or contains deficiencies, PRIMONEY Financial, regardless of the nature of deficiencies in the Payment Order, can refuse to execute such Payment Order, or execute it in accordance with data given in the Payment Order.

4.23. PRIMONEY Financial has the right to refuse to execute a Payment Order in case of a reasonable doubt that the Payment Order has been submitted by the Client or an authorized representative of the Client, Payment Order or the submitted documents are legitimate. In such cases, PRIMONEY Financial has the right to demand from the Client to additionally confirm the submitted Payment Order and/ or submit documents confirming the rights of persons to manage the funds held on the Account or other documents indicated by PRIMONEY Financial in a way acceptable to PRIMONEY Financial at expense of the Client. In cases mentioned in this point, PRIMONEY Financial acts with the aim to protect legal interests of the Client, PRIMONEY Financial and/ or other persons, thus, PRIMONEY Financial does not undertake the responsibility for losses which may arise due to the refusal to execute the submitted Payment Order.

4.24. Before executing the Payment Order submitted by the Client, PRIMONEY Financial has a right to demand from the Client documents which prove the legal source of money related to the Payment Order. In case the Client does not submit such documents, PRIMONEY Financial has the right to refuse to execute the Payment Order of the Client.

4.25. PRIMONEY Financial has the right to involve third parties to partially or fully execute the Payment Order of the Client, if the Client’s interests and/ or the essence of the Payment Order require so. In the event that the essence of the Payment Order of the Client requires sending and executing the Payment further by another financial institution, but this institution suspends the Payment Order, PRIMONEY Financial is not responsible for such actions of the financial institution, but makes attempts to find out the reasons for the suspension of the Payment Order. PRIMONEYFinancial has the right to suspend and/ or terminate the execution of the Payment Order of the Client, if required by law or in case it is necessary for other reasons beyond control of PRIMONEY Financial.

4.26. In case PRIMONEY Financial has refused to execute the Payment Order submitted by the Client, PRIMONEYFinancial shall immediately inform the Client thereon or create necessary conditions for the Client to get acquainted with such notification, except when such notification is technically impossible or forbidden by legal acts.

4.27. PRIMONEY Financial shall not accept and execute Payment Orders of the Client to perform operations on the Account of the Client if funds on the Account are arrested, the right of the Client to manage the funds is otherwise legally limited, or in case operations are suspended by applicable legal acts.

4.28. If money transferred by the Payment Order is returned due to reasons beyond the control of PRIMONEYFinancial (inaccurate data of the Payment Order, the account of the recipient is closed, etc.), the returned amount is credited to the Account of the Client. Fees paid by the Payer for the Payment Order execution are not returned, and other fees related to the returning of money and applied to PRIMONEY Financial can be deducted from the Account of the Client.

4.29. PRIMONEY Financial has the right to return to the issuing side any incoming transaction, which appears suspicious in any way, and charge the applicable fees from the Client’s account. The fees may include the standard charges for a wire transfer or a SWIFT confirmation procedure to identify the account number of the issuer and allocate the returned funds there. The fee may be higher depending on the destination, currency and, if applies, foreign currency conversion.

4.30. The Client agrees that PRIMONEY Financial will transfer Personal Data of the Client to persons directly related to the execution of the Payment Operation, such as international payment card organizations, companies processing information about payments by payment cards, the provider of Payment Services of the recipient, the operator of the payment system for execution of the Payment Operation, intermediaries of the provider of Payment Services of the Client and the recipient.

4.31. If necessary and/ or required by institutions of other states, PRIMONEY Financial has the right to receive additional information (e.g. name and surname/ title of the Payee, a payment code) required for the appropriate execution of the Payment Order.

4.32. When executing Payment Orders initiated by the Client, PRIMONEY Financial shall transmit to the Payment Service provider the information (including Personal Data of the Client) specified by the Client in the Payment Order.

4.33. In case of the death of the Client (where a client is a natural person), the Account of the Client will be closed and the funds held by the Client will be transferred to the account indicated by the successor. The actions indicated in this Clause will be implemented following the procedure provided under the applicable laws.

4.34. PRIMONEY Financial will charge all appropriate fees related to the closure of the Account. If no successor claims the remainder of the funds (i.e. it is not indicated where the funds should be transferred) in the Account within 12 months, PRIMONEY Financial will also charge the funds in the Account with a 0.15% daily fee.

4.35. The Client agrees that PRIMONEY Financial, when providing Services, may use services by the counterparties (including but not limited to, banks, electronic money institutions, payment institutions and other financial institutions). PRIMONEY Financial is entitled to attract the counterparties for the provision of Services without prior agreement with the Client.

4.36. Certain clients may be subject to the advance payment requirement which allows PRIMONEY Financial a better protection against possible risks and expenses associated with particular Accounts. PRIMONEY Financial notifies such Clients of the requirement and the advance payment is only imposed with prior agreement by the Client.

4.36.1. Advance payment is kept for 45 calendar days after the Account has been closed. If additional expenses associated with the Account emerge after the Account has been closed, PRIMONEY Financial may retain the advance payment longer than 45 calendar days. PRIMONEY Financial also has a right to charge emerged expenses from the advance payment. If the amount of the advance payment is not enough, PRIMONEY Financial might claim other expenses appeared from the activity of the Client in the court.

4.36.2. PRIMONEY Financial may release the advance payment before the Account is closed.

4.36.3. PRIMONEY Financial does not pay any interest on advance payment.

3. Data protection and Client Information

3.1 PRIMONEY Financial attaches the supreme importance to privacy and adopts severe rules of confidentiality about current and former Clients. PRIMONEY Financial does everything reasonable to protect securely any information held about Clients in the accordance with the applicable laws. We do not disclose information about Clients to anyone unless authorised by the Client or required by the law. When using the PRIMONEY Financial Services, you or any third party authorized by you may submit content to PRIMONEY Financial. Any collection, use or processing of information by us shall be restricted to the purposes necessary for, or incidental to, the provision of the PRIMONEY Financial Service pursuant to this Agreement unless your prior consent is obtained.

3.2 Your use of the PRIMONEY Financial Services is subject to our Privacy Policy, which you agree to by entering into this Agreement and upon registering for a PRIMONEY Financial Account, and consent to the processing and transfer of your personal data in accordance therewith.

3.3 You agree that PRIMONEY Financial reserves the right to access and/or disclose data we collect from you and any third party authorized by you in order to comply with requests from government and/or regulatory authorities. You further acknowledge that PRIMONEY Financial reserves the right to disclose personal data to third parties in the event that PRIMONEY Financial reasonably believes your use of the PRIMONEY Financial Services is deemed as a breach of the terms and conditions of this Agreement.

 

3.4. PRIMONEY Financial may record and/ or monitor telephone conversations between Clients and staff in order to improve the quality of services and/ or for verification or training purposes.

 

3.5. PRIMONEY Financial cannot guarantee that the information sent over the Internet when using the PRIMONEY Financial website is totally secure. Clients provide information at their own risk.

 

3.6. PRIMONEY Financial stores the personal information about the Client and history of transactions as required by law. Closing a PRIMONEY Financial Account does not result in the annulation of such data, unless the Client requests such annulation in pursuit of his/her legal rights.

4. Communications and complaints

4.1. The Client confirms that he/ she agrees with provision of communication by PRIMONEY Financial on the System. The Client confirms that communication presented in through the System shall be considered submitted properly. It is considered that the Client has received notification within 24 (twenty four) hours after they have been published on the System.

You agree that PRIMONEY Financial may provide notice or other information to you by posting it on the PRIMONEYFinancial Website(s) (including information which is only accessed by you by logging into your PRIMONEY Financial Account), emailing it to the email address listed in your PRIMONEY Financial Account, mailing it to the business address listed in your PRIMONEY Financial Account, calling you by phone, or sending you a “text” message. You shall have internet access and an e-mail account to receive communications and information relating to PRIMONEY Financial Services. PRIMONEY Financial reserves the right to close your PRIMONEY Financial Account if you withdraw your consent to receive electronic communications.

4.2. All communication between the Client and PRIMONEY Financial shall be performed in the language to which the Client and PRIMONEY Financial agreed.

4.3. The Client obligates to keep telephone number, email address and other information submitted while creating PRIMONEY Financial Account up to day and immediately, however, no later than within 5 Business Days inform PRIMONEY Financial about any change.

4.4. The Client also confirms that he/ she has an access to the internet and agrees that PRIMONEY Financial may provide Clients with non-confidential and/ or not personally addressed information by publishing it on the website www.primoney.com

4.5. PRIMONEY Financial are able to change the information on their website at any time. PRIMONEY Financial also have no obligations to notify Clients about such changes.

4.6. Under the request by the Client, PRIMONEY Financial will provide the Client with the copy of the agreement (i.e. the General Terms and other documentation) on paper or in another durable medium.

4.7. The durable medium provided by PRIMONEY Financial according to the clause 8.6. of the General Terms shall comply with the following requirements:

4.7.1. the durable medium shall be addressed personally to the Client;

4.7.2. the technical characteristics of the durable medium shall allow the Client to store it as well as to have an access to it during the period adequate for the purpose of the information disclosure;

4.7.3. the technical characteristics of the durable medium shall allow the Client the unchanged reproduction of the information stored in the durable medium.

4.8. The Client has the right to submit a complaint to PRIMONEY Financial. PRIMONEY Financial investigates such complaints no later than within 15 Business Days from the reception of the complaint. PRIMONEY Financial provides the Client with its response to the Client’s complaint in writing or via e-mail.

4.9. In the exceptional where PRIMONEY Financial’s response cannot be given within the time set in clause 4.8. due to reasons beyond PRIMONEY Financial’s control, PRIMONEY Financial has the right to provide the Client with an interim (i.e. non-final) response, by clearly stating the reasons for the delay in the final response. In any case the final response must be provided no later than within 35 Business Days from the reception of the Client’s complaint. The Client’s complaint is investigated free of charge.

4.10. In case PRIMONEY Financial’s response to the Client’s complaint does not satisfy the Client, or in case such response was not given within the timeframes set in clauses 4.8./4.9. of the General Terms, the Client has the right to bring the claim to the courts of Canada.

5. Identity verification and prevention of money laundering and terrorist financing

5.1 PRIMONEY Financial is subject to Applicable Law (Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA)) and associated regulations regarding the fight against money laundering and the financing of terrorism. As a result, PRIMONEY Financial reserves the right to obtain information from you, including, but not limited to, information about your identity, business transactions, business relationships, and/or financial information. In addition, PRIMONEY Financial must take all the steps necessary to identify you and, where appropriate, the beneficial owner of the PRIMONEY Financial Account linked to the PRIMONEY Financial Account. You acknowledge that PRIMONEYFinancial may terminate or postpone, at any time, the use of login details, access to a PRIMONEY Financial Account or execution of a transaction in the absence of any sufficient information about its purpose or nature.

5.2 You agree to cooperate with all requests made by us or any of our third party service providers in connection with your PRIMONEY Financial Account and your use of the PRIMONEY Financial Netbank, to identify or authenticate the identity of you, any PRIMONEY Financial Netbank Users or validate your funding sources or PRIMONEY Financial Transactions. This may include asking you for further information that will allow PRIMONEY Financial to reasonably identify you or any PRIMONEY Financial Netbank Users, including verifying your Information against third party databases or through other sources. This will also include verifying the identity of any of your directors, partners and/or ultimate beneficial owners.

 

5.3 We reserve the right to close, suspend, or limit access to your PRIMONEY Financial Account and/or the PRIMONEYFinancial Services in the event we are unable to obtain or verify the Information set out in Clause 5.2.

 

5.4 We may confidentially verify the information you provide us with or obtain information on you and your PRIMONEYFinancial Netbank Users ourselves or through third parties from secure databases. By agreeing to these Terms, you consent to (and shall ensure that all of your directors, partners, ultimate beneficial owners, PRIMONEY Financial Netbank Users will consent to) us or a third party acting on our behalf in carrying out such verification.

6. Pricing

6.1 Pricing of Services (the Pricing) is provided on www.primoney.com/pricing and is considered part of these General Terms. PRIMONEY Financial is entitled to unilaterally amend the Pricing and to change the amount, frequency or time frames for payment of any fees and/ or charges relating to the Services provided. PRIMONEY Financial shall notify the Client of these changes 5 (five) Business Days before the new/ amended Pricing takes effect unless the legislation of Canada stipulates another period of time.

6.2 Fees payable by you may be deducted from the balance available on your PRIMONEY Financial Account and/or from the settlement transaction at the time the settlement transaction is executed, or charged separately. You hereby authorize PRIMONEY Financial to so deduct such Fees.

6.3 As further indicated in Section 8.3 below, PRIMONEY Financial reserves the right to close your PRIMONEYFinancial Account in the event its balance does not allow PRIMONEY Financial to deduct and collect the applicable Monthly Fees.

6.4 Our Right to set-off. Upon any event which entitles us to be compensated by you, we shall be entitled to recover any sum due to us by retaining part or all of any sum under any PRIMONEY Financial Transaction or otherwise. You shall have no similar right of set-off. For the avoidance of doubt, this includes if one of the currency balances in your PRIMONEY Financial Account shows that you owe us an amount of funds for any reason or has a negative balance, PRIMONEY Financial may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your PRIMONEY Financial Account, or money you attempt to withdraw or send from your PRIMONEY Financial Account, or in a different PRIMONEY Financial Account which you control and by deducting funds from any withdrawals you attempt to make. If the amount owed to us is in a currency which is different to the money you hold in your PRIMONEY Financial Account, we shall convert the amount you hold to the currency of the amount you owe us by applying such exchange rate as determined by us at our absolute discretion. We do not need to notify you of this conversion occurring.

6.5 You shall pay to us a monthly Wallet/Account Management Fee in an amount as set out in Schedule 1. The Wallet/Account Management Fee shall be paid monthly (on the 1st day of each month).

6.6 In addition to the Wallet/Account Management Fee, we charge: fee for crediting an incoming wire transfer; fee for an outgoing wire transfer; fee for a transfer between accounts.

 

6.7. All of the fees are non-refundable.

 

6.8. The Client commits to ensure that there will be sufficient amount of money on his/ her Account to pay/ deduct all the fees payable to PRIMONEY Financial. If the Client does not pay PRIMONEY Financial for provided Services in due term, he/ she pays 0.2 per cent from the amount for each day overdue.

7. 
   Client representations and warranties

7.1 You represent and warrant that you are not acting on behalf of, or for the benefit of, anyone else, unless in case of a natural person, opening the account for and under the direction of the company or legal person or entity, that employs such a natural person.

7.2 You hereby undertake, until the term or termination of this Agreement, to communicate promptly to PRIMONEYFinancial any change in your business ownership, management structure, business activities and contact details.

7.3 You shall obtain any necessary authorizations from data subjects for the required transfers of information within the scope of the PRIMONEY Financial Services. You are responsible for the legally compliant collation, storage and transmission of information (in particular personal data) to PRIMONEY Financial. You hereby represent and warrant that the data with respect to third parties that is communicated to PRIMONEY Financial by you or by the relevant platform and for the purpose of being read, kept or processed by PRIMONEY Financial (a) with respect to such data you hereby (i) are deemed to be and (ii) accept to be controller; (b) such data has been collected and received from the relevant party in full compliance with applicable data protection laws applicable to such third party as data subject and (c) such data has been communicated with the explicit and informed consent of such party to the communication and processing of this data.

7.4 You shall comply with this Agreement and all Applicable Laws and must not cause PRIMONEY Financial to breach any Applicable Law. You shall notify PRIMONEY Financial in the event that you become aware of any breach of Applicable Laws.

7.5 You shall comply with all Applicable Laws to which you may be subject. You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person. You must supply to us details of any claim, action, suit, proceedings or investigation against you or such persons with respect to Sanctions by any Sanctions Authority to the extent permitted by law, promptly upon becoming aware.

7.6 In the event of a breach of the above provisions, you shall be liable to PRIMONEY Financial for the resulting damages and indemnify PRIMONEY Financial in the internal relationship from any claims of third parties.

7.7 You acknowledge that depositing and maintaining funds in a PRIMONEY Financial Account is not the same as depositing funds in a bank account in that: (a) we cannot and will not use the funds to invest or lend to other persons or entities; (b) your funds will not accrue interest; and (c) your funds are not covered by the Canadian Deposit Insurance Corporation („CDIC”).
The Canadian Deposit Insurance Corporation (“CDIC”) does not apply to the funds sent, exchanged or received in connection with the Services. You acknowledge and agree that we are not a bank and do not provide you with a bank account, and so our Services are not covered by the CDIC. You further agree that the PRIMONEY Global Account is a ‘virtual account’ and is not a bank account and that you will not earn interest or be entitled to any interest on any funds.

7.8 To keep your funds safe, PRIMONEY Financial has implemented commercially reasonable administrative and technical measures to protect and safeguard the funds collected or received for you in connection with the Services. PRIMONEY Financial will hold such funds in designated bank accounts segregated from PRIMONEY Financial’s corporate funds, and will not use such funds for its own operating expenses.

 

 

Prohibited actions

7.1. The Client is prohibited to:

7.1.1. violate the rights of PRIMONEY Financial to trademarks, copyrights, commercial secrets and other intellectual property rights;

7.1.2. provide false, misleading or incorrect information;

7.1.3. refuse to provide information requested by PRIMONEY Financial;

7.1.4. transfer and/or receive money acquired in illegal manner;

7.1.5. refuse to cooperate with PRIMONEY Financial in investigation of violations;

7.1.6. spread computer viruses and undertake other measures which could cause System malfunctions, damage or destroy information, as well as cause other damage to systems, equipment or information;

7.1.7. undertake any other deliberate measures which could cause System malfunctions, damage or destroy information, as well as cause other damage to systems, equipment, information or third parties;

7.1.8. organise illegal gambling, trade of guns, drugs, prescription medicine, steroids, pornographic production, unlicensed lottery, illegal trade of software or other products or services prohibited by the law;

7.1.9. provide financial services without a prior consent of PRIMONEY Financial;

7.1.10. provide services which are prohibited by the laws or conflict with the public order and/ or good morals.

8. 
   Amendments, Termination of the Agreement

8.1. These General Terms are subject to change at any time in order to:

8.1.1. reflect new business, legal requirements and other developments affecting PRIMONEY Financial;

8.1.2. make the General Terms more clear for the Clients and, if needed, to correct any mistakes;

8.1.3. ensure reasonable and competitive business operations;

8.1.4. represent changes in market conditions, banking practices or cost of services.

8.2. PRIMONEY Financial shall notify the Client about any change of General Terms through the System no later than 60 (sixty) Business Days before intended changes. Information about the intended changes will be also announced on the website and Application of PRIMONEY Financial.

8.3. If the Client does not agree to the amendments or supplements made, he/ she has the right to terminate agreements concluded by giving written termination notice to PRIMONEY Financial no later than 3 (three) Business Days before intended termination date via sending the request through PRIMONEY Financial‘s System.

8.4. The notification period shall not apply and notification shall not be provided where:

8.4.1. General Terms were changed due to changes in laws;

8.4.2. the costs of the Services are reduced;

8.4.3. General Terms are changed in a way that put the Client in a more favourable position.

8.4.4. The Client agrees to review the General Terms periodically to be aware of such changes and continued access or use of PRIMONEY Financial Systems will proceed under Client’s acceptance of the modified General Terms.

8.5. The Client is entitled to terminate relations, including concluded agreements with PRIMONEY Financial, with a prior 30 (thirty) days’ notice.

8.6. If the Client wish to terminate this Agreement by sending an email to support@primoney.com. The provisions of this Agreement relating to ownership provisions, warranty disclaimers, indemnity and limitations of liability shall survive termination of this Agreement.

8.7. PRIMONEY Financial can immediately terminate relations with the Client, including all concluded agreements, and/ or provision of services in the following events:

8.8.1. the Client fails to make any payment which is due;

8.9.2. the Client is in breach (or probable is in breach) of any relevant country law and/ or regulation;

8.10.3. the Client breaches representations and warranties provided;

8.11.4. certain conduct by the Client and/ or specific circumstances, which are specified in other internal rules of PRIMONEY Financial as reasons for the termination of relationship;

8.12.5. PRIMONEY Financial believes that the Client no longer meets PRIMONEY Financial Client profile.

8.13. PRIMONEY Financial is entitled to terminate relations, including concluded agreements (without any reason) with the Client, with a prior 60 (sixty) days’ notice.

8.14. The agreement for the provision of the Services is concluded for the unlimited period of time.

 

9. Suspensions of services

9.1. PRIMONEY Financial, at its own discretion, has a right to unilaterally and without a prior warning apply one or several of the following measures:

9.1.1. suspend execution of Services;

9.1.2. limit Client’s access to the Account and/ or Online Account;

9.1.3. refuse to provide Services.

9.2. Measures indicated in Clause of the General Terms can be applied in the following cases:

9.2.1. if the Client violates the General Terms and/ or the suspicion arises that the Client violated the General Terms;

9.2.2. actions of the Client can harm reputation of PRIMONEY Financial or might cause losses, monetary sanctions or other negative consequences to PRIMONEY Financial;

9.2.3. provided payment instruction is incomplete and/ or incorrect;

9.2.4. the circumstances beyond the control of PRIMONEY Financial have occurred;

9.2.5. cases laid down by the applicable laws;

9.2.6. PRIMONEY Financial become aware of the Client’s death, lack of legal capacity, bankruptcy or an insolvency;

9.2.7. PRIMONEY Financial become aware of the dispute over the operation of Client’s account or Client’s ownership of funds on the Account or that an interest in Client’s account has been claimed by a third party;

9.2.8. PRIMONEY Financial have grounds to believe that the Client or related third persons behave in an incorrect manner towards the officials of PRIMONEY Financial (e.g. in a frightening, threatening or aggressive manner);

9.2.9. PRIMONEY Financial have grounds to think that the Client or related third persons have used or are still using corporate Accounts, while the competency of the person, that represents particular legal entity raises doubts;

9.2.10. PRIMONEY Financial have reasons to believe that the Client, or payments in or out of his Account, are subject to an international payments sanction regime;

9.2.11. PRIMONEY Financial have grounds to think that Client or related third persons have used or are using the Account illicitly or fraudulently;

9.2.12. the Client is failing to provide to PRIMONEY Financial the information and/ or documentation required under these General Terms to enable the provision of the services either when required or in a form, which is acceptable to PRIMONEY Financial;

9.2.13. the Client’s Account has never been used, or has not been used for an extended period of time;

9.2.14. PRIMONEY Financial have a reasonable confirmation concerning the dishonestly of the Client’s action;

9.2.15. PRIMONEY Financial have reasons to believe that there is a legal requirement to terminate relations with the Client, or a court or any other authority requires suspending or restricting the operation of the account or the provision of any other services;

9.2.16. PRIMONEY Financial reasonably suspects an unauthorized or fraudulent use of money on the Account and/ or the Payment Instruments.

9.3. PRIMONEY Financial shall inform the Client about measures taken indicated in Clause 11.1 immediately and, also, about the possibility to return money which belongs to the Client in 1 Business Day before actions, specified in Clause 11.1 taken, except for cases when provision of such information would weaken safety measures or is forbidden by the legal acts.

9.4. In case PRIMONEY Financial reasonably suspects that someone has hacked System and/ or Account and/ or Online Account and/ or PRIMONEY Financial suspects that there is a possible breach of the requirements under the applicable laws, PRIMONEY Financial has a right to immediately suspend the provision of some or all Services to the Client without a prior notification.

9.5. In case PRIMONEY Financial reasonably suspects or finds out about illegal purchase or unauthorized usage of the Payment Instruments, also about facts or suspicions that personalized safety features of the Payment Instrument have become known or may be used by third persons, or PRIMONEY Financial has reasonable suspicions that funds on the Account and/ or Payment Instrument may be illegally used by third persons, PRIMONEY Financial can immediately suspend all transactions with the Payment Instrument.

9.6. Suspension and/ or termination of the Services does not exempt the Client from the execution of all responsibilities to PRIMONEY Financial which have arisen till the termination.

9.7. PRIMONEY Financial can suspend Client’s access to Services without any prior notice in case the validity of the authorisation of the Client’s representative has expired or his/ her authorisation has been cancelled and PRIMONEYFinancial was not identified about renewal of authorisation.

10. 10. Intellectual property

10.1. The PRIMONEY Financial Netbank, the PRIMONEY Financial App and the Website and all intellectual property rights contained therein, including any content, are owned or licenced by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). PRIMONEY Financial’s intellectual property include “primoney.com,” and all logos related to the PRIMONEY Financial Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PRIMONEYFinancial. You may not copy, imitate, or use them without our prior written consent. You may not copy, imitate or use PRIMONEY Financial’s intellectual property rights without prior written consent.

10.2. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.

 

10.3. Nothing in these Terms grants you any legal rights in the PRIMONEY Financial Netbank and/or the Website, other than as necessary to enable you to access the PRIMONEY Financial Netbank. You agree not to adjust or try to circumvent or delete any notices contained on the PRIMONEY Financial Netbank (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the PRIMONEY Financial Netbank.

 

 

11. Liability of the parties

11.1. Each Party is liable for all fines, forfeits and other losses which the other Party incurs due to violation of the General Terms, other internal rules and/ or agreements concluded by the guilty Party. The guilty Party undertakes to reimburse direct damage incurred due to such liability to the affected Party. In all cases, liability of PRIMONEY Financial is limited by the following provisions:

11.1.1. PRIMONEY Financial shall only be liable for direct damages caused by direct and essential breach of the General Terms made by PRIMONEY Financial, and only for damages which could have been foreseen by PRIMONEYFinancial at the time of breaching of the General Terms, other internal rules and/ or agreements concluded;

11.1.2. In all cases, PRIMONEY Financial shall not be liable for non-receipt of profit and income by the Client, loss of reputation of the Client, loss or failure of Client’s business, and indirect damages;

11.1.3. Limitations of PRIMONEY Financial liability shall not be applied if such limitations are prohibited by the applicable law.

11.2. The Client obligates to leave PRIMONEY Financial and its partners engaged for the provision of Services harmless from any claim, expenses or costs (including legal expenses and fines) that PRIMONEY Financial incurs or suffers due to breach of General Terms and/ or breach of any applicable law and/ or regulation. The Client will be informed about the total amount of the claim, expenses or cost incurred by PRIMONEY Financial with respect to the events listed above.

11.3. PRIMONEY Financial does not guarantee uninterrupted System operation, because System operation may be influenced (disordered) by many factors beyond control of PRIMONEY Financial. PRIMONEY Financial shall put all efforts to secure as fluent System operation as possible, however, PRIMONEY Financial shall not be liable for consequences originating due to System operation disorders if such disorders occur not due to the fault of PRIMONEYFinancial.

11.4. Cases, when PRIMONEY Financial limits access to the System temporarily, but not longer than for 24 (twenty four) hours, due to the System repair, development works and other similar cases, and if PRIMONEY Financial informs the Client about such cases at least 2 (two) Business Days in advance, shall not be considered System operation disorders.

11.5. PRIMONEY Financial is not liable for:

11.5.1. money withdrawal and transfer from the Account and for other Payment Operations with funds held on the Client’s Account if the Client had not protected his/ her Passwords and or other identification instruments, and as a result they have become known to other persons, and also for illegal actions and operations of third persons performed using counterfeited and/ or illegal documents or illegally received data;

11.5.2. errors and late or missed transactions made by banks, billing systems and other third parties;

11.5.3. consequences arising due to disturbances of fulfilment of any PRIMONEY Financial obligations caused by a third party which is beyond control of PRIMONEY Financial;

11.5.4. consequences arising after PRIMONEY Financial legally terminates the General Terms, other internal rules and agreements concluded or limits access to it, also after reasonable limitation/ termination of provision of a part of the Services;

11.5.5. any loss or inconvenience which results due to the Client’s failure to keep up to date the information requested under the General Terms;

11.5.6. goods and services purchased using Account, and also for other party, which receives payments from the Account, not complying with terms of any agreement;

11.5.7. for a failure to fulfil its own contractual obligations and damages, in case it was caused due to PRIMONEYFinancial fulfilling duties determined by the law;

11.5.8. any disruption of the provision of Services;

11.5.9. money withdrawal and transfer from the Account and for other operations with the money held on the Account in case the Client has not protected his/ her Password and it have become open to other persons;

11.5.10. actions of the banks, payment systems and other third parties actions which are beyond control of PRIMONEYFinancial;

11.5.11. for the circumstances where PRIMONEY Financial suspends and/ or terminates Services under the mandatory law provisions;

11.5.12. losses bared due to unauthorized payment operations if the Client has incurred them acting dishonestly, due to his/ her gross negligence or by not performing duties under the General Terms;

11.5.13. any indirect or consequential losses, including but not limited to, loss of profit, loss of reputation.

11.6. The Client is fully liable for correctness of data, orders and documents submitted to PRIMONEY Financial.

11.7. If the Client, who is a Consumer, denies having authorised the Payment Operation which has been authorized or states that the Payment Operation has been executed improperly, PRIMONEY Financial is obliged to prove that authenticity of the Payment Operation has been confirmed, it has been registered properly and recorded into accounts, and it has not been affected by any technical or any other glitches.

11.8. If the Client is a Consumer, the Client bears all the losses that have arisen due to unauthorized Payment Operations for the amount of up to 50 (fifty) Euros if these loses have been incurred due to: usage of a lost or stolen Payment Instrument; illegal acquisition of a Payment Instrument.

11.9. The Client bears any losses incurred due to unauthorized Payment Operations if the Client has suffered the losses as a result of acting dishonestly or due to his/ her gross negligence or intentionally not fulfilling one or several of the duties indicated below:

11.9.1. to comply with the rules regulating issuance and usage of the Payment Instrument provided in the General Terms and instructions of PRIMONEY Financial that regulates the issue of the Payment Instrument;

11.9.2. if the Client finds out about a loss, theft, illegal acquisition or unauthorized usage of the Payment Instrument, about facts and suspicions that personalised security features of his/ her Payment Instruments have become known to or can be used by third persons, the Client shall notify PRIMONEY Financial or the subject indicated by PRIMONEYFinancial immediately via e-mail, phone call or notification sent via chat in the mobile or desktop Mo

11.9.3. to undertake all possible measures to protect personalized security features of the Payment Instrument after the Payment Instrument has been issued.

11.9.4. if the Client does not perform the actions required by PRIMONEY’s policies due to password change, including, but not limited to sending a written request of password change via the Client’s verified e-mail or PRIMONEYFinancial system and provision the copy of Client’s prove of identity (passport, ID card).

11.10. If the Client or his/ her actions resulted in PRIMONEY Financial incurring losses, fines or legal costs, PRIMONEY Financial has the right to debit the funds from the Client’s Account(s). If these funds are not enough to cover losses, fines and expenses for any legal dealings, PRIMONEY Financial can apply to the court.

11.11. After the Client submits a notification with a request to block the Payment Instrument, PRIMONEY Financial shall bear the subsequent losses of the Client incurred due to the lost, stolen or illegally acquired Payment Instrument, except for cases of when the Client has acted not in a good faith.

11.12. In case PRIMONEY Financial does not create conditions to immediately notify about a lost, stolen or illegally acquired Payment Instrument, PRIMONEY Financial shall bear the losses incurred due to unauthorized usage of the Payment Instrument, except for cases when the Client has acted not in a good faith.

11.13. The present provisions of the General Terms, which are intended for the consumers, are not applied to Clients who are not consumers and act under the General Terms and other internal rules pursuing aims related to their business, commercial or professional activity.

11.14. The Client shall check information about Payment Operations performed on the Account at least once a month and notify PRIMONEY Financial about unauthorized or improperly executed Payment Operations, also about any other errors, inconsistencies or inaccuracies in the statement. The notification shall be submitted not later than 60 (sixty) calendar days after the day when PRIMONEY Financial, according to the Client, has performed the unauthorized Payment Operation or has performed the Payment Operation improperly. If the Client is a Consumer, he/ she shall notify PRIMONEY Financial about an unauthorized or improperly executed Payment Operation in writing not later than 13 (thirteen) months after the day of debiting money from the payment account. If the Client does not submit specified notifications within the time period indicated, it is considered that the Client has unconditionally agreed to the Payment Operations, that had been executed on the Account. The Client shall immediately submit to PRIMONEY Financial any information about illegal logins to the Account or other illegal actions related to the Account, and undertake all reasonable measures indicated by PRIMONEY Financial in order help in investigating the illegal actions.

11.15. The Party is relieved from the liability for failure to comply with the General Terms and/ or other internal rules and or agreements concluded in case the Party proves that obligations have not been executed due to circumstances of force majeure which are proven in accordance with the procedure established by the law. The Client shall notify PRIMONEYFinancial about the force majeure in writing within 10 (ten) calendar days after the day of occurrence of such circumstances.

11.16. The Client is solely and fully liable for the payment of taxes (or any state duties) in the country of the Client’s tax residency. The Client is solely liable for the registration/ declaration of the Client’s accounts according to the legislative acts of the country of the Client’s residency.

 

12. 12. Miscellaneous

11.1 Amendment to Agreement. Since we keep updating the PRIMONEY Financial Services, we may amend the terms of this Agreement from time to time. In the event of any amendment, we will send you an email notification two (2) weeks before the changes take effect. If you disagree with our changes, then you should stop using the PRIMONEY Financial Services and terminate this Agreement within the designated notice period. Otherwise, in absence of such notification before the proposed date of their entry into force, you will be deemed to have accepted those changes if you continue to use PRIMONEY Financial Services. Your continued use of our PRIMONEY Financial Services will be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.

11.2 Service Providers. PRIMONEY Financial shall be entitled to involve third parties in providing PRIMONEYFinancial Services. PRIMONEY Financial may require that certain processing steps are carried out directly through such third parties, completely or partially.

11.3 In order to use other functions of the PRIMONEY Financial Services, you may be requested to accept other terms and conditions, either with PRIMONEY Financial or with a third party.

11.4 The funds in your PRIMONEY Financial Account belong to the person or legal entity which is registered as the PRIMONEY Financial Account holder. We recognise only the rights of the holder of the PRIMONEY Financial Account. You cannot assign or transfer legal ownership of the PRIMONEY Financial Account to anyone.

11.5 It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your PRIMONEY Financial Transactions, or for collecting, reporting or remitting any taxes arising from any PRIMONEY Financial Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the PRIMONEY Financial Services, including the reporting and payment of any taxes arising in connection with PRIMONEY Financial Transactions made through the PRIMONEY Financial Services.

11.6 If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.

11.7 You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your PRIMONEY Financial Account without PRIMONEY Financial’s prior written consent. PRIMONEY Financial reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

11.8 Service Availability. We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We have the right to suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable (in whole or in part) at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Services (including all hardware and telecommunications services).

11.9 Severability. Should one or several provisions of this Agreement be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions.

11.10 Indemnification. You agree to indemnify, defend, and hold harmless PRIMONEY Financial, its parent, affiliates, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the PRIMONEY Financial Services, including but not limited to your violation of this Agreement.

11.11 Disclaimer of Warranties. We act as a service provider to you under this Agreement. PRIMONEY Financial does not act as a trustee, an escrow agent or stakeholder for you or your payer/payee. PRIMONEY Financial assumes no liability to or in respect of any products, services or any other part of your business.

11.12 Applicable Law. This Agreement shall be governed by Canadian law and any claim or dispute under this Agreement shall be subject to the exclusive jurisdiction of the Provincial Court of British Columbia, Canada.