Why is this information important?

You or an organisation you represent have previously entered into a Customer Agreement with us, under which you or the organisation you represent are called the Customer, and which has provided you access to the Klearing Platform.

This Payment Services Agreement sets out the terms and conditions that apply when you use your Global Account to process payment transactions (the "Payment Services Terms" or the "Terms").

The Terms, along with our Customer Agreement, Fees Schedule, Privacy Policy, Acceptable Use Policy and Client Help Center form a legal agreement between:

you, under this Payment Services Agreement called the Account Holder; and
us, Klearing Ltd (the 'Platform') and Klearing Europe AB (the 'Business Introducer'); and
Currencycloud B.V. (the 'Payment Provider') and the Safeguarding Institution

If there is any inconsistency between the Customer Agreement terms and these Terms, the Terms in this Agreement will apply.

You can ask for a copy of these Terms and conditions through the Klearing Platform at any time. You are also advised to print or download and keep a copy of these Terms (including the Definitions) for future reference.

1. Overview

1.1 Payment Provider
Klearing uses the Payment Services of Currencycloud B.V. (the “Payment Provider”) to help us deliver our services to you.

The Payment Provider is authorised by DNB under the Regulations for the issuing of electronic money and the provision of payment services with Relation Number R142701.

Currencycloud B.V. is a wholly owned subsidiary of The Currency Cloud Group Limited.

The Payment Provider uses agents and service providers to help deliver the Payment Services to you. The Currency Cloud Limited (“TCCL”) is authorised by the Financial Conduct Authority (the “FCA”) in the United Kingdom under the regulations for the issuing of electronic money and the provision of payment services with FCA register number 900199. TCCL arranges currency conversion and delivery of funds to recipients abroad. All services provided by TCCL or other agents or service providers are performed at the Payment Provider's direction and subject to supervision and control.

To read the Payment Provider's Terms of Use: www.currencycloud.com/legal/terms

1.2 Payment Services
We operate the Klearing Platform and through the Platform, the Payment Provider's services which automates the payment lifecycle from receipt of funds through currency conversion and payment (the "Payment Services") are offered to Account Holders.. Payment Services include Global Account (EU), Foreign Exchange Service (EU), EUR Collection Service.

Your use of the Payment Services, including without limitation your access to the Klearing Platform, is subject to and governed by these Terms of Use, our operating procedures, and our acceptable use policy.

1.3 Business Introducer
Klearing Europe AB is acting as the business introducer to the Payment Provider, and Klearing provides the first level of customer service and perform other functions necessary and appropriate to support the provision of the Payment Services, pursuant to a separate agreement between Klearing Europe AB and the Payment Provider.

You are not a third-party beneficiary of that separate agreement between Klearing and the Payment Provider.

1.4 Role of the Safeguarding Institution
The Safeguarding Institution is not a provider of the Payment Services, but is used by the Payment Provider to receive payments for your benefit, in order to keep such funds separate from the Payment Provider's assets.

2. Use of the Klearing Platform and the Payment Services

2.1 Intellectual Property, Proprietary rights and Use
Klearing owns all rights, title and interest in the Klearing Platform and its proprietary technology, including software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the “Klearing Technology”).

Klearing has the right, at any time, to amend our operating procedures and acceptable use policy, effective immediately, where appropriate in our determination, subject to such changes not materially adversely affecting the services we provide to you.

These Terms of Use do not transfer from us to you any licence or ownership rights in the Klearing Platform or the Klearing Technology.

You may only use the Klearing Platform to access the Payment Services and in a manner consistent with these Terms of Use, our and the Payment Provider’s operating procedures and acceptable use policy. You shall not interfere with, disrupt, or cause damage to users of the Payment Services, the Klearing Platform and the Payment Provider, or any of our or the Payment Provider's equipment.

2.2 Security
It is your responsibility to ensure that the Payment Services and the Global Account is only accessed by you or your Authorised Persons and that you, including your Authorised Persons, employees and agents, keep your login details, passwords, or other security features associated with your access safe and secure.

If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, improperly disclosed to a third party or used without authorisation or otherwise compromised you must contact Client Support immediately.

We and the Payment Provider agree that we shall use industry standard practices to ensure that the Global Account is kept secure and will inform you promptly of any attempted hack or unauthorised access to the Global Account.

2.3 Suspension of Access
We and the Payment Provider are entitled to suspend your Global Account and/or your or Authorised Persons’ access to the Payment Services and/or otherwise restrict functionality if you are in breach of these terms.

In all such cases we will, to the extent permitted under applicable laws, provide you with reasonable notice in advance of taking these steps.

However, we may suspend your Global Account and/or your or Authorised Persons’ access to the Payment Services and/or otherwise restrict functionality without notice if you are using your Global Account or the Payment Services in a manner that could cause us or the Payment Provider legal liability or disrupt other users’ ability to access and use the Payment Services or if any of the events set out in section "Termination for Cause" occur.

Any suspension or restriction shall continue for such a period as we shall reasonably determine to be necessary.

3. Data Protection Legislation

3.1 Privacy policy
Details on how we collect, use, and share Personal Data, and the steps we take to protect Personal Data are set out in our Privacy Policy (found at https://www.klearing.com/privacy-policy). You should print and keep a copy of the Privacy Policy together with these Terms of Use.

3.2. Cookies Policy
Details on how we use cookies to store and retrieve information on and from your browser/device are set out in our Cookies Policy (found at https://www.klearing.com/cookie-policy).

3.3 Identity
We and the Payment Provider may conduct searches through an identity-referencing agency and through other sources of information and use scoring methods both to allow us to provide you with the Payment Services and to assess our risks in doing so, including credit standing and compliance with all KYC/CDD requirements. A record of this process will be kept and may be used to allow our Group Companies to similarly provide you with services and to assess our risks in doing so. Information may also be passed to other organisations or persons to prevent fraud. Additionally, information may be passed to governmental, regulatory or judicial organisations to prevent fraud or financial crime where we consider it appropriate. The foregoing use of Personal Data may render us and the Payment Provider a Data Controller.

4. Fees and Amounts to be Paid

4.1 Fees
All fees for the Payment Services shall be as set out in the Fee Schedule including Margin Requirements. All Fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, all of which you will be responsible for and must pay in full.

The Fee Schedule is available in the Klearing Platform.

4.2 Default Interest, Suspension, and Reconnection
If you do not promptly pay any amount properly due to us or the Payment Provider under these Terms of Use, we may after the expiry of 7 days following notice inform you of the amount outstanding and request payment charge interest on the overdue amount at the statutory rates.

If the amount due remains unpaid for thirty (30) calendar days or more following the serving of the notice described above, suspend, interrupt, or terminate your access to the Platform and/or your use of the Payment Services.

In the event of suspension, you may be required to pay us a reconnection fee in an amount determined by us prior to reactivation of access to the Payment Services in addition to full payment of all amounts due under these Terms of Use (including interest).

5. Client Help Centre and Service Levels

5.1 Client Help Centre
Currencies available for conversion, settlement schedule, payment cut-off times, and failed payment procedures are described in the Client Help Centre, and the Payment Services will be provided subject to and in accordance with the terms set out in the Client Help Centre.

We will also in accordance with the Regulations communicate to you the maximum execution time for a payment, the charges payable by you in respect of a payment, the cut-off time for the payment system in use to transmit your payment, and (where applicable) a breakdown of the amounts of any charges. In all cases, the maximum execution time to process payment instructions (as opposed to currency conversions) shall be five (5) Business Days.

However, in many cases and where required by the Regulations, the Payment Provider may process a payment much faster. Please refer to the execution times set out in the Client Help Centre for more information.

5.2 Telephone Conversations
Any telephone conversations we and/or the Payment Provider have with you or Authorised Persons may be monitored and recorded by us and we may also maintain records of emails sent by or to you and your Authorised Persons.

You agree that we may use these telephone recordings and any transcripts or email records for training and quality control purposes or to resolve any disputes, and also in the prevention and detection of crime. However, we may not make or maintain such recordings or records for you or be able to make them available to you.

5.3 Service Levels
We shall use all reasonable endeavours to ensure that the Payment Services is available 99.5% of the time during each calendar month (“Availability”).

Availability excludes unavailability due to scheduled maintenance or a force majeure event (described below in section 11.10). In any case, we will promptly inform you if the Payment Services or the Klearing Platform becomes unavailable.

5.4 Help Desk
You may report incidents requiring our help by contacting Client Support or by sending an email which will be acknowledged by email or telephone during 9:00 AM Central European Time (CET) within one (1) day of the incident report. Reported incidents will be assigned to a Client Support representative, who shall coordinate support efforts with you through resolution of the reported problem.

We will use all reasonable endeavours to resolve any incidents or problems relating to the Payment Services as soon as is reasonably possible.

5.5 Limits on Support Services
We will have no obligation under these Terms of Use to provide support services in respect of any fault or error caused by (a) the improper use of the Klearing Platform, or (b) use of the Payment Services otherwise than in accordance with these Terms of Use.

5.6 Scheduled Maintenance
We suspend access to the Payment Services each evening at 6 p.m. (Central European Time) for three (3) minutes to carry out scheduled maintenance.

In addition, we may suspend access to the Payment Services outside of UK Business Hours for no more than fifteen minutes to upgrade the Klearing Platform.

We will, to the extent practicable, provide you with advance notice of any other scheduled maintenance, including details of the expected Klearing Platform downtime.

Klearing Platform downtime during scheduled maintenance carried out by us in accordance with this section shall not be counted as downtime for the purposes of Availability.

6. Confidential Information

Each party agrees that it (i) will neither use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to enable it to perform its obligations under, these Terms of Use, nor disclose to any third party (except as required by law or to that party’s advisors as reasonably necessary), any of the other party’s Confidential Information, and (ii) will take reasonable precautions to protect the confidentiality of such information, which precautions shall be at least as stringent as those it takes to protect its own Confidential Information.

In addition, each party may reveal the other party’s Confidential Information to its agents, representatives and employees who have a “need to know” such information in connection with these Terms of Use, who are informed of the confidential nature of such Confidential Information, and who shall agree to act in accordance with the terms and conditions of this section.

Each party agrees that the obligations under this section will survive any expiration or termination of these Terms of Use.

7. Our Agreement with You

7.1 Acceptance of You as a Client
The obligations under these Terms of Use are conditional upon acceptance of you as a client which is at Payment Provider’s and our sole discretion.

Payment Provider and Klearing reserve the right to decline to provide the Payment Services or open a Global Account for You without specifying a reason.

You acknowledge that all regulatory requirements need to be met before any Payment Services are provided.

Before Payment Provider agrees to provide Payment Services to You and at all times during the term of the Agreement, you agree to co-operate with the Payment Provider and Klearing and provide any information and documents and do all such acts the Payment Provider and Klearing require:

(i) by law, regulation or according to Payment Provider and Klearing’s internal policies,
(ii) to comply with requests of local and foreign regulatory, governmental, and law enforcement authorities,
(iii) to check your identity and your activities and objectives,
(iv) to explain the reasons for the (intended) use of a Payment Service, the origin of funds used for a service or transaction, and the economic nature of (the use of) a service or transaction.
You hereby agree to promptly notify Klearing in writing of any change in Client information and to provide Klearing with any further information which is required from time to time for the purposes of the Payment Provider and Klearing’s general policies or the provision of the Payment Services. Any information or documents may be provided to Klearing directly.

For the avoidance of doubt, no Payment Services shall commence until:

(i) Klearing and Payment Provider have completed compliance checks,
(ii) you have agreed to be bound by the terms of a commercial agreement with the Payment Provider and Klearing, and
(iii) you have agreed to be bound by these Terms of Use.

7.2 Your Representations and Warranties
Insofar permitted by law, you hereby represent, warrant, and covenant to us all times that:

(i) you will comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Platform and the Payment Services, and you shall procure that all Authorised Persons, agents and employees comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Platform and the Payment Services,
(ii) you are compliant at all times with all applicable laws, rules and regulations in all jurisdictions in which the Account Holder operates,
(iii) you will and shall procure that all Authorised Persons, agents and employees use the Platform and the Payment Services only for lawful purposes,
(iv) you have full power and authority to enter into and comply with these Terms of Use,
(v) title to all money and assets transferred to us under these Terms of Use is not be subject to any charge or other rights of third parties,
(vi) you hold all required licences, registrations and permissions to carry out your business, (vii) you are not buying currency for the purposes of investment or speculation
(viii) all information supplied to Klearing and the Payment Provider by you is complete, accurate, up to date, and truthful in all material respects
(ix) you will enter into Forward Contracts only to facilitate payment for identifiable goods, services, and direct investment, and
(x) you shall not use the Payment Services other than in accordance with such operating processes and procedures as we and/or the Payment Provider may prescribe from time to time, whether through the Platform or otherwise.

7.3 Our Representations and Warranties
We hereby represent and warrant to you at all times that

(i) we will comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Platform and the Payment Services;
(ii) the Platform and the Payment Services when used in accordance with these Terms of Use shall not infringe the intellectual property rights of any third party;
(iii) we and the Payment Provider have full power and authority to enter into and comply with these Terms of Use;
(iv) we and the Payment Provider are compliant with all applicable laws in all jurisdictions in which we operate;
(v) the Payment Services shall be provided by using reasonable skill and care in accordance with good industry practice; and
(v) we and the Payment Provider shall comply with your and your Authorised Persons’ prior written instructions (including e-mail and instructions via our website, the Platform) in relation to payments from your Global Account.

8. Reliance on Instructions

Klearing shall be authorised by you to give instructions to the Payment Provider in relation to the Global Account and/or Payment Services – Global Account and/or to conclude Orders on your behalf. and shall act as your agent for the purposes of you using the Payment Services.

The Payment Provider is authorised and entitled to rely upon, and act in accordance with, any instruction which may from time to time be, or purport to be, given by Klearing as your Authorised Person. For these purposes, an instruction includes a payment instruction or an instruction relating to a transaction for the purchase or sale and delivery of currency.

The Payment Provider is entitled to treat any instruction as fully authorised by, and binding upon, Klearing and is entitled (but not bound) to take any steps in connection with, or in reliance upon, that instruction which the Payment Provider in its absolute discretion may consider appropriate, and notwithstanding any error or misunderstanding or lack of clarity in the terms of that instruction. If the Payment Provider receives what it considers to be conflicting or ambiguous instructions from Klearing, the Payment Provider may, in its absolute discretion and without any liability on its part, decline to act whilst seeking clarification of that instruction, as the Payment Provider in its discretion deems appropriate.

9. Liability

9.1 Your Liability for Losses

You shall be liable for all Losses (including losses and expenses from any action the Payment Provider or Klearing take to seek to cover or reduce Payment Provider’s or Klearing’s exposure under any Contracts) arising from or in connection with:

(a) the Payment Provider’s acting on Klearing’s instructions or apparent instructions and Orders on behalf of you ; and

(b) anything relating to such instructions made by Klearing on behalf of you to the Payment Provider or concluding Orders with the Payment Provider; and
(c) the Payment Provider and/or Klearing exercising their rights to Close Out all or any part of any Contract;

except to the extent that, in each case, the Losses arise due to the Payment Provider or Klearing’s intent or gross negligence.

9.2 Unauthorised or Incorrectly Executed Payments
Under the Regulations you may be entitled to redress for any unauthorised or incorrectly executed payments.

In the case of an executed payment or withdrawal from your Global Account not authorised by you or us, or an Authorised Person, Klearing or Payment Provider will refund the amount of the unauthorised payment to you, and where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment not taken place.

If Payment Provider fail to execute, or incorrectly execute, a payment, unless Payment Provider can establish that the beneficiary’s payment service provider received the amount of the payment transaction, Payment Provider will refund to the Account Holder the amount of the non-executed or defective payment transaction promptly after becoming aware of the error, and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place.

Payment Provider will also refund to you any direct charges for which you are responsible and any interest which you must pay as a consequence of the non-execution or defective execution of the payment transaction.

Beyond this, Klearing or Payment Provider have no further liability to you for any unauthorised or incorrectly executed payments, unless statutory law stipulates otherwise.

9.3 Incorrect Information or Payee/Beneficiary Bank Failure
Insofar legally permitted, Klearing nor Payment Provider will not be liable to the Account Holder for the non-execution of a payment or for the defective execution of a payment if the information you provide is incorrect, and Klearing or Payment Provider will not be liable for errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.

In either case, Klearing or Payment Provider will make reasonable efforts to recover the funds involved in the payment.

You will be responsible for the costs incurred by Klearing and/or Payment Provider for any such recovery.

9.4 Negligence
If a Loss is incurred due to Klearing and/or the Payment Provider's negligence or breach of contract, Klearing will promptly attempt to correct the error.

Subject to the Section 'Liability of the Safeguarding Institution', Klearing and/or Payment Provider will be liable for any direct losses such as bank fees and interest incurred as a result of Klearing and/or Payment Provider’s negligence or breach of contract.

In no circumstances will Klearing and/or Payment Provider be liable for any indirect, unforeseeable or incidental losses incurred, such as loss of opportunity.

9.5 Non-Exclusion
Nothing in these Terms of Use excludes either party's liability for any Loss to the extent it is caused by its intent or gross negligence or any other liability that cannot be excluded by law.

9.6 Liability of the Safeguarding Institution
The Safeguarding Institution is not responsible or liable for Losses in any way.

The Payment Provider will be responsible and liable for any act or omission of the Safeguarding Institution as if acts or omissions of the Safeguarding Institution are the Payment Provider's own acts or omissions under these Terms of Use.

9.7 Aggregate Liability
Except for liabilities arising in connection with: a breach of the Sections “Data Protection Legislation”; “Confidential Information”; “Your Liability for Losses”; “Unauthorised or Incorrectly Executed Payments” (but only up to the amount of the refund due); Section “Non-Exclusion”; “The Account Holder’s Indemnities”; and “Klearing’s Indemnities”, each party’s aggregate liability to the other party (either directly or as a third party defendant in any action or proceeding) with respect to these Terms of Use and the Customer Agreement shall not exceed the amount of fees paid or payable by you to us under or in relation to these Terms of Use within one year preceding the date that the cause of action arises.

Notwithstanding the foregoing, but always subject to Section “Non-Exclusion”, if the claim:

(a) relates to a specific Contract, our maximum liability to you , whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the currency sold by us under the relevant Contract; or
(b) arises in relation to or in connection with a breach of Section “Data Protection Legislation”, our liability to you and your liability to us shall in no circumstances exceed GBP 1,000,000.

Subject to Section “Non-Exclusion”, in no event shall either party be liable to the other for any loss of data, loss of profits, or any special, incidental, indirect or consequential Loss, howsoever arising.

9.8 Your Indemnities
Insofar allowed under statutory law, you agree to fully defend us from and against any third-party claim (i) alleging that your actions in connection with your use of the Payment Services violates any third party’s rights of privacy or violates any privacy laws; and (ii) arising from or relating to your data.

You will, in either case, indemnify us and the Payment Provider (and our directors, employees and agents) against all damages awarded against us or agreed to in a written settlement agreement signed by you arising out of such claim. We shall:

(a) promptly notify you in writing of any such claim;
(b) authorise you to control the defence and all related settlement negotiations;
(c) provide you with the assistance and information reasonably necessary to defend and/or settle the any such claim;
(d) in no event jeopardise, settle or admit liability with respect to any such claim without your prior written consent, and
(e) use reasonable endeavours to mitigate any such claim.

9.9 Our Indemnities
Klearing agrees to fully defend you against any third-party claim alleging that the use of the Payment Services in accordance with these Terms of Use infringe the intellectual property rights of a third party.

We will indemnify you in full and on demand against all damages awarded against you or agreed to in a written settlement agreement signed by us arising out of such claim.

You shall
(a) promptly notify us in writing of any such claim;
(b) authorise us to control of the defence and all related settlement negotiations;
(c) provide us with the assistance and information reasonably necessary to defend and/or settle any such claim;
(d) in no event jeopardise, settle or admit liability with respect to any such claim without our prior written consent, and
(e) use reasonable endeavours to mitigate any such claim.

10. Termination

10.1 Term
These Terms of Use shall remain in effect so long as our Customer Agreement with you is in force, and for so long as you are provided any Payment Services through the Klearing Platform.

10.2 Termination for Cause
Either Party may terminate these Terms of Use if:

(i) the other party commits any material breach of these Terms of Use and fails to cure such breach within thirty (30) days after receipt of written notice of the same,
(ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

10.3 Additional Grounds for Termination
Either Party, as well as the Payment Provider, may suspend Services and/or terminate these Terms of Use at any time without prior notice if:

(i) a financial regulator, regulatory or government agency, or law enforcement agency posts a warning with regard to either Party, or to the Payment Provider;
(ii) any governmental, regulatory, or judicial authority directs or requests either Party or the Payment Provider to suspend or terminate these Terms of Use or any Commercial Agreement; or
(iii) a banking partner of either Party or the Payment Provider requests that either Party terminates these Terms of Use or any Commercial Agreement. Klearing and/or Payment

We and the Payment Provider may suspend Payment Services and/or terminate these Terms of Use at any time without prior notice where Klearing or Payment Provider have reason to believe that you are engaged in fraud, money laundering, or terrorist financing or where Klearing and/or Payment Provider have reason to believe that you may cause Klearing and/or Payment Provider to breach internal risk policy.

10.4 Effect of Termination
Termination of these Terms of Use shall not automatically terminate the Customer Agreement, but termination of the Customer Agreement shall automatically terminate these Terms of Use. Upon the effective date of termination:

(i) You will immediately cease all use of the Payment Services;
(ii) all of your payment obligations under these Terms of Use will immediately become due and payable;
(iii) we will on request return to you any funds of yours; and
(iv) within thirty (30) days of such termination of these Terms of Use, each party will return all

Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

For the avoidance of doubt, termination by either party shall not affect any Contract previously entered into and shall not relieve either party of any outstanding obligations arising out of these Terms of Use, nor shall it relieve you of any obligations arising out of any Contract entered into prior to such termination.

11. Miscellaneous

11.1 Changes to the Klearing Platform and the Payment Services

We and the Payment Provider reserve the right to modify and make changes to the Payment Services at any time as we deem necessary to comply with applicable laws and regulations or business needs, provided that such modification shall not in our reasonable opinion degrade the functionality of the Payment services.

Where possible, we shall notify you of such modification as soon as is reasonably practicable following our decision to make the modification.

11.2 Assignment
You hereby consent in advance to our assigning our rights under these Terms of Use at any time to (i) any one or more of our or the Payment Provider's Group Companies and/or (ii) any person pursuant to a merger, consolidation or sale of any substantial portion of our business to which these Terms of Use relate.

You cannot assign or transfer your rights or obligations under these Terms of Use without our prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

11.3 Governing Law and Forum
These Terms of Use (and any non-contractual obligations arising out of or in connection with the same) shall be governed by and interpreted in accordance with Dutch law and the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with these Terms of Use and/or the Payment Services provided hereunder (including in relation to any non-contractual obligations).

11.4 Entire Agreement and Waiver
These Terms of Use, together with each of the documents referred to herein, constitute the entire agreement between you and us with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under these Terms of Use shall not act as a waiver of subsequent breaches.

11.5 Severability
The provisions of these Terms of Use are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of these Terms of Use.

11.6 Amendments
We and the Payment Provider reserve the right to amend these Terms of Use by giving you no less than two (2) month's prior written notice and sending you revised terms and conditions by post or email or other electronic means.

Such amendments will become effective on the date specified in the written notice, and unless otherwise mutually agreed by us in writing, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.

Notwithstanding the foregoing, any amendment to these Terms of Use that materially and adversely impacts you must first be agreed upon in writing signed by us and you, and in the event that the parties are unable to reach agreement and we in any event implement such amendment to these Terms of Use, you shall have the right in your sole discretion without any liability to terminate these Terms of Use forthwith.

11.7 Force Majeure
In the event that either party hereto shall be delayed or hindered or prevented from the performance of any act required by reason of strikes, lock-outs, labour troubles, failure of power, riots, acts of terrorism, insurrection, war, mud-slide, fire, earthquake, tsunami, pandemic, or where such act or omission is due to our obligations under provisions of European Union or national law, or other similar reasons of a like nature not the fault of the party delayed in performing work or doing acts required under these Terms of Use, such party shall as soon as reasonably practicable provide notice to the other party of such delay, and performance of such act shall excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. We will not have any liability to you where we are unable to perform our obligations because of factors beyond our control. If an event of force majeure affecting a party continues for a period of more than 30 days, the other party may terminate these Terms of Use and all affected Commercial Agreements.

11.8 Notices and Communications
Except as otherwise set forth herein, all notices under the Payment Services Agreement will be by e-mail, although we may instead choose to provide notice to the Customer through the Klearing Platform.

Notices to Klearing will be sent to feedback@klearing.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@klearing.com.

Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices through the Platform.

All communications in relation to these Terms of Use and the services contemplated hereunder, whether verbally or in writing, must be in the English language.

We reserve the right to request that you confirm in writing any verbal communications that you may give us.

11.9 Complaints
If you feel that we have not met your expectations in the delivery of the Payment Services or if you think we have made a mistake, please let us know. We have internal procedures for handling complaints fairly and promptly. A copy of our complaints procedure is available upon request and on the Website. If you are not satisfied with the decision in our final response, you may be able to refer your complaint to the Financial Services Complaints Tribunal (KiFiD):

Postbus 93257
2509 AG, DEN HAAG
Telephone: 070-333 8 999
www.kifid.nl"

11.10 Information
You may request, at any time during our relationship, a copy of these Terms of Use and of any of your signed Commercial Agreements with us.

11.11 English Text Prevails
In the event these Terms of Use are translated into a foreign language, in case of any conflict or discrepancy between the English language version and the foreign language version, the English language version shall prevail.

12. Payment Services – Global Account (EU)

The following provisions will apply to Payment Services – Global Account (EU)

1. Rights and obligations
These Terms of Use set out important rights and obligations including Payment Provider’s liability to you under the Regulations when you open a Global Account and ask us to provide Payment Services – Global Account.

2. Scope of the Regulations
The Regulations apply to all Payment Services – Global Account including any balances held for you by the Payment Provider and all payments made on your or an Authorised Persons' instructions by the Payment Provider.

3. Account Status
Your Global Account is an electronic money account which enables you to send and receive electronic payments. The electronic money on your Global Account is issued in accordance with the Regulations and other applicable law. When you close your Global Account as described below the electronic money held on your Global Account does not expire but it will not earn any interest.

You can fund your Global Account and make payments from your Global Account. For these purposes, making payments from your Global Account includes making payments to third party beneficiaries or instructing funds in your Global Account to be transferred to another account in your name with a third party.

You acknowledge that electronic money accounts are not bank accounts and accordingly the Dutch deposit guarantee scheme (depositogarantiestelsel) does not apply to your Global Account. The Payment Provider strictly adheres to the legal requirements under the Regulations which are designed to ensure the safety and liquidity of funds deposited in electronic money accounts; however, in the unlikely event that the Safeguarding Institution becomes insolvent; you may lose the electronic money held in your Global Account. For further information on how the Payment Provider safeguard client funds, please refer to section 11 of this document or contact Client Support.

The Payment Provider shall treat the electronic money on a Global Account registered in your name as belonging to you and no person other than the holder of the Global Account has any rights in relation to the funds held in a Global Account and you may not assign or transfer your Global Account to a third party or otherwise grant any third party a legal or equitable interest over it unless a court or competent regulatory body requires you to in which case the Payment Provider shall use all commercially reasonable endeavours to assist you in executing such assignment, transfer or grant.

Your Global Account may be subject to funding, payment or conversion limits due to security and legal requirements as determined by us or the Payment Provider from time to time at our reasonable discretion. You may be asked to answer security questions or to complete other processes that we may reasonably require in relation to any funding or payment transaction. If we are lawfully able to, we shall notify you in writing as soon as is reasonably practicable following any determination that funding or payment limits are to be imposed.

We and the Payment Provider reserve the right in our reasonable discretion to carry out all and any necessary money laundering, terrorism financing, fraud or other illegal activity checks before processing any payment transaction.

Certain transactions may be subject to fees.

4. Opening an Account
In order to use the Payment Services – Global Account, you must first open a Global Account. By opening a Global Account, you are also confirming that you (i) have regular access to the internet and email and (ii) are able to store information sent to you by email and other electronic means including the Klearing Platform in a Durable Medium by printing out or otherwise retaining for future reference all electronic communications sent and information made available to you by us (via the Klearing Platform or by email or telephone). It is for you to ensure that your contact details are up to date and that you are able to access any such communications and information at all times.

5. Maintaining an Account
You must ensure that the information recorded on your Global Account is always complete, accurate and up to date and we and the Payment Provider shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm and/or provide documents or other evidence as to the accuracy of this information.

We may contact you via the Klearing Platform or by email with information or notices regarding your Global Account and Payment Services – Global Account. It is your responsibility to regularly check the proper functionality of your email account or other methods of communication that you have registered with your Global Account and to retrieve and read messages relating to your Global Account and Payment Services – Global Account promptly. We and the Payment Provider shall not be liable for any loss arising out of your failure to do so.

Funding, payments or conversions are displayed in your Global Account and you should check your Global Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Client Support.

6. Closing an Account
You may close your Global Account at any time by contacting Client Support and withdrawing any surplus balance held at that time.

8. Funding your Account & Receiving Payment
Funds paid by you or a third party will be credited to your Global Account on the Business Day they are received by the Safeguarding Institution. If the Safeguarding Institution receives funds after 5.30pm Central European Time (CET) on a Business Day or on a day that is not a Business Day, funds will be deemed to have been received on the next Business Day. The Payment Provider shall not be responsible for the funds until they are received by the Safeguarding Institution.

In the event that the funds are subject to a reversal, the Payment Provider will deduct such reversed transactions from the balance of your Global Account. If your Global Account balance is insufficient to cover the reversal, the Payment Provider reserves the right to require repayment from you.

You should regularly reconcile incoming payments with your own records. You should be aware that the crediting of funds to your Global Account does not mean that these transactions cannot be reversed. The Payment Provider reserves the right to reverse a payment where the payer or the payer’s bank or payment service provider has reversed (or is reasonably likely to reverse) a payment to your Global Account.

All payments to the Safeguarding Institution must be ascribed to a clear and complete reference so that we may credit the funds into your Global Account. Further details as to what references must be used are set out in the Client Help Centre.

It is your responsibility to ensure that accurate, complete and correct references are ascribed for each incoming payment so that the Payment Provider may credit the funds into your Global Account. If no reference or an incorrect reference is provided, then the Payment Provider may not be able to credit your Global Account. In such cases, the Payment Provider or the Safeguarding Institution will not be liable for any loss you incur, although the Payment Provider will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Global Account.

9. Sending Payment
The Payment Provider will send payments in accordance with your or your Authorised Persons' instructions to third party beneficiaries or another account held in your name that you specify to the Payment Provider in accordance with your instructions. When making payments to yourself and not to a third-party beneficiary, the Safeguarding Institution will only make a payment to a bank account where you are the named holder of such bank account.
All payment instructions must be made through the Klearing Platform.

It is your responsibility to ensure that accurate, complete and correct payment instructions for the beneficiary of a payment (including payments to yourself) are provided to the Payment Provider through the Klearing Platform. This includes but is not limited to providing the Payment Provider with correct details for the beneficiary to which you would like the payment sent. If you provide incorrect beneficiary details the Payment Provider or the Safeguarding Institution will not be liable for any loss you incur, although the Payment Provider will use reasonable efforts to assist you in the recovery of your payment. The Payment Provider reserves the right to charge you a fee to cover our reasonable costs for doing this.

You are required to provide the Payment Provider with any additional information that is requested with regard to a payment within two (2) Business Days.
You consent to the Payment Provider including your full name, address and account number (and any other details as are required to enable us to comply with our anti money laundering procedures) on the payment details to be sent to the beneficiary's bank or payment service provider to comply with anti-money laundering regulations.

You or an Authorised Person may revoke or cancel a payment instruction for a future outgoing payment transaction at any time prior to payment execution through the Klearing Platform.

You or an Authorised Person are responsible for confirming via the Klearing Platform that a payment instruction has been received and processed. The Payment Provider is not liable for any loss in circumstances where erroneous duplicate payment instructions are sent to the Payment Provider by you or an Authorised Person.

If the Payment Provider receives a payment instruction (through the Klearing Platform) by 5.30pm Central European time (CET) on a Business Day, your payment instruction will be deemed to have been received on that Business Day. If your payment instruction is received after 5.30pm Central European time (CET) or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day. Your payment instruction will be acted on the earliest possible payment date unless you have requested a specific future date. The payment cycles are shown here: https://help.klearing.com/world/payment-schedules

You must notify us by telephone or in writing as soon as is reasonably practicable after you become aware of any unauthorised or incorrectly executed payments, otherwise the Payment Provider may not be liable to you and in order to claim a refund for an unauthorised or incorrectly executed payment transaction on your Global Account you must notify us without undue delay after becoming aware of the unauthorised or incorrect transaction and in any event no later than thirteen (13) months after the debit date of the transaction.

International money transfers often require funds to be transmitted between multiple intermediaries beyond the Payment Provider’s own direct payment service providers. These intermediaries or the beneficiary bank may deduct a charge. You acknowledge that these charges cannot always be calculated in advance and that you agree to be responsible for such charges. We and the Payment Provider will not be liable for losses that result from such charges being applied to your payment.

Subject to the Regulations the Payment Provider may refuse your payment instruction because for example you are in material breach of these Terms of Use or we or the Payment Provider reasonably believe the payment to be unlawful. In these circumstances, we shall promptly notify you using your supplied contact details, stating wherever possible the reasons for the refusal, and the procedure for rectifying any payment detail errors that led to the refusal but we and the Payment Provider reserve the right to charge you a fee to cover our reasonable costs for doing this. We are not obliged to notify you of the refusal to execute the proposed transaction where we or the Payment Provider reasonably believe that such a notification would be unlawful.

10. Prohibited Payments
We and the Payment Provider reserve the right, in our reasonable discretion to impose ‘acceptable use’ terms in relation to the operation of your Global Account and the provision of any payment service including the prohibition of certain categories of payment transactions for example payments in relation to the gaming, bitcoins and virtual currencies sectors by specifying these on the Website and/or in the Klearing Platform.

You must not use your Global Account for any illegal purposes including without limitation fraud and money laundering. The Payment Provider will report any suspicious activity to the relevant law enforcement agency.

If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section the Payment Provider reserves the right to reverse the transaction, and/or close or suspend your Global Account and/or report the transaction to the relevant law enforcement agency and/or claim damages from you.

11. Safeguarding
Funds received in exchange for electronic money that has been issued will be subject to the safeguarding requirements as set out in the Dutch Act on financial supervision (Wft) and promulgated regulations, and are referred to as “Relevant Funds”.

For the purposes of this section, “Relevant Funds” means any sums received from you or for your benefit and electronic money issued in exchange for these funds. Relevant Funds are held in the Safeguarding Institution which is independent of the Payment Provider. The purpose for holding funds is to ensure that in the event of the Payment Provider’s insolvency, or if a financial claim is made against the Payment Provider, no creditor or claimant should be able to claim funds held in the Safeguarding Institution. This is because no other person or institution may have any rights or interest over the funds held in the Safeguarding Institution such as a lien over funds in these accounts. Relevant Funds are not covered under the Dutch deposit guarantee scheme (depositogarantiestelsel).

When you transfer funds to the Safeguarding Institution to pay a deposit in respect of a Forward Contract, full ownership and title to these funds transfer to the Payment Provider, and such funds are considered the Payment Provider’s funds, subject to these funds being applied against your payment obligations upon the settlement or closing out of the Forward Contract(s). They will not be Relevant Funds and so they will be placed into the Payment Provider’s business bank account and will not be afforded protection under the segregation rules of the Regulations.

When you transfer funds to the Payment Provider to pay Margin or Margin call(s) full ownership and title to these funds transfer to the Payment Provider absolutely and such funds are considered as the Payment Provider’s funds. They will not be Relevant Funds and so they will be placed into the Payment Provider’s business bank account and will not be afforded protection under the segregation rules of the Regulations.

Pursuant to the Regulations, the Payment Provider will not pay interest on funds paid to the Payment Provider including balances held in the Safeguarding account and the Payment Provider may retain, for its own benefit, any interest which accrues from funds held in any accounts.

13. Foreign Exchange Service (EU)

The following provisions will apply to the Foreign Exchange Service (EU)

1. Individual Contracts
Each Contract shall be an individual contract and we may at any time and at our sole discretion refuse to offer terms for any Contract.

Execution Only.
We shall not provide you with any advice in connection with the Services (such as, whether to proceed or not to proceed with a Contract and in respect of timing). We may provide market information but this shall not constitute investment advice. We cannot accept responsibility for your decision to enter into a Contract. Any decision to transact is your decision and we will not be liable for any loss or opportunity loss if exchange rates move before or after you transact.

You agree that you will use Contracts in connection with your lawful future payment needs and not for any speculative or investment purpose. We may decline to deal with you if we have reason to believe that you are using any Contract or the Services for investment or speculative purposes and we may Close Out a Contract in accordance with section 7 of this Schedule.

14. EUR Collection Service

The following provisions will apply to the EUR Collection Service

1. Description of Service
The EUR Collection Service enables Account Holders to receive EUR locally and have these funds transferred into the Global Account. This funds transfer service enables the Account Holder to receive payments in the EEA in EUR. The Payment Provider will issue to an Account Holder a Virtual IBANs solely for the purpose of the collection of EUR. The Account Holder may then provide instructions to its Payers who in turn may provide these instructions to own banks or similar financial institutions to send funds to the Payment Provider on the Account Holder’s behalf. Upon receipt of these funds, the funds will be settled to the Account Holder’s Global Account.

2. Eligible Account Holders
Banks and financial institutions are not eligible for the Payment Services. We and he Payment Provider reserves the right, in its reasonable discretion to impose ‘acceptable use’ terms in relation to the eligibility of Account Holders by specifying these on the Website.

3. Payers
3.1 In the event that the Payment Provider accepts payments on your behalf, you agree and understand that you must provide express instructions to your Payers to use their own bank or similar financial institution to send funds to the provided IBAN.

You shall provide Payers with information sufficient for them to understand that their payments are being processed by the Payment Provider on your behalf, and you shall provide Payers with a receipt confirming receipt of payment when such payment is received by the Payment Provider. Accordingly, in connection with such transactions, you authorise the Payment Provider to act as your agent for the limited purposes of receiving, holding and disbursing to your Global Account such funds received from Payers on your behalf. You agree and understand that the receipt of funds by the Payment Provider from a Payer, pursuant to instructions you have provided the Payer, satisfies the Payer’s obligation to you.

4. Funding
4.1 For transactions where the Payment Provider is acting as your limited payments agent to receive funds on your behalf from a Payer, you will need to provide instructions to each Payer on how to transmit his or her funds to the IBAN. Information regarding such instructions will be provided to you in the Platform, as applicable, and such instructions may be updated from time to time. The Payer will need to fund the payment by transferring funds from his or her bank account by any method the Payment Provider specify. You are responsible for providing instructions to the Payer so that Payer funds will be received by the Payment Provider. You are solely responsible for any errors or omissions with such instructions. You agree and understand that you will include with such instructions to each Payer an explanation that Payer’s funds owed to you are being received by the Payment Provider on your behalf, and that the receipt of the funds by the Payment Provider shall be deemed the receipt of funds by you.

4.2 The Payment Provider reserves the right in its sole discretion to refuse the funding of any transaction. The Payment Provider may return the funds to the Payer’s bank account. The funding of a transaction may be delayed, cancelled, or otherwise modified in accordance with our obligations to prevent this Payment Service from being used for fraud, money laundering, and the financing of terrorism. We or the Payment Provider, if applicable, will attempt to notify you of any such delay or cancellation using the contact information provided by you to us as part of your registration, stating (where possible) the reasons for the refusal and whether the problem can be corrected. You are solely responsible for communicating with the Payer, as appropriate, in the event of any such issue. We and the Payment Provider will not notify you if doing so would be in violation of applicable law.

15. Definitions

Affiliates means, in relation to an entity, any person or entity Controlling, Controlled by or under common Control with such entity. An entity is deemed included within the meaning of “Affiliate” even if it qualifies as such after these Terms have been agreed to by a Client;