General Terms and Conditions of Use

Version: June 1, 2024

IMPORTANT INFORMATION:

These General Terms and Conditions of Use (“Agreement”) govern the use of Payment Services as defined in Article 1, provided by SAF BUSINESS SERVICES CANADA LTD., located at 5577 153A STREET SUITE 207, SURREY BC V3S 5K7, and whose contact details are listed in Article 2 (“we,” “our”). The services are offered to any person whose application we approve (“Client,” “you,” “your”), collectively referred to as the “Parties” or individually as a “Party.”

Words beginning with capital letters have the meanings given to them where they first appear in this Agreement or in Article 1.

By activating your Account, you confirm that you have read and understood the terms of this Agreement (you may download and keep a copy of this version at any time).

This Agreement will begin upon activation of your Account and will continue indefinitely unless canceled under Article 11 or terminated under Article 13. We reserve the right to amend this Agreement by giving you two (2) months' notice, as outlined in Article 17. If we proceed with such amendments, you may terminate the Agreement immediately and without cost before the changes take effect, otherwise, you will be deemed to have accepted the changes at the end of the two-month notice period.

However, you agree that changes to the applicable exchange rate may be applied immediately and at the rate indicated via the Payment Services at the time of the transaction. Please also read the terms for recovering your funds in Article 10 before activating your account.

We will communicate with you in English or French (depending on the language you chose when registering your Account). Key transaction information will be provided to the email address you registered with us and/or in your Account.

You can access, download, and print this information at any time by logging into your Account. Additionally, you agree that we may provide notifications or other information from time to time by posting them in your Account, sending them via email to your registered email address, mailing them to your registered postal address, calling you, or texting you. Notifications sent to you by email or text message will be deemed delivered twenty-four (24) hours after being sent unless the sender is notified that the email address is invalid. Notifications sent by registered mail will be deemed received three (3) days after the mailing date. You can contact us as specified in Article 2.

You may request a copy of any legally required disclosure (including this Agreement) via the contact details in Article 2, and we will provide it in a format that allows you to store the information for future reference in an unaltered manner (e.g., via our website, your Account, or email).

Definitions and Interpretation

In this document, capitalized terms have the meanings given in this “Definitions and Interpretation” section:

• “Account”: A data account in our systems where we record your Available Balance.
• “E-Wallet”: Transaction data and other information recorded from time to time.
• “Account Closure Fee”: The meaning given in the Fee Schedule attached in the appendix.
• “Account Information Service”: An online service that provides consolidated information on one or more Payment Accounts held by the Payment Services user with another provider or multiple providers.
• “Account Information Service Provider”: A provider of an Account Information Service.
• “Account Holder”: Where applicable, the person who holds an Account.
• “Applicable Exchange Rate”: The exchange rate available at the time of the Transaction.
• “Authorized Person”: Anyone you authorize us to give access to your Account.
• “Available Balance”: The amount of electronic money we have issued to you but not yet spent or exchanged.
• “Business Day”: Monday to Friday, 9 a.m. to 5 p.m., excluding Canadian public holidays.
• “Account Replacement Fee”: As defined in the Fee Schedule attached in the appendix.
• “Program”: The payment system operator under which we issue each Account.
• “Client Due Diligence”: The process we must follow to verify our clients' identities.
• “Client Funds Account”: A separate bank account where we hold funds corresponding to your Available Balance under safeguarding provisions.
• “Electronic Money”: Monetary value issued to your Account upon receipt of funds on your behalf in our Client Funds Account, equal to the amount received.
• “Fee”: Fees you must pay for Payment Services, as specified in the Fee Schedule attached in the appendix.
• “IBAN”: An international bank account number used to identify bank accounts for international payments.
• “Payment Initiation Service”: An online service for initiating a payment order at the request of the Payment Services user concerning a Payment Account held with another Payment Services provider.
• “Payment Service Provider”: A provider of Payment Initiation Services.
• “Payment Services”: The services we provide under this Agreement, including account issuance and transaction execution.
• “Virtual IBAN”: An IBAN issued by our banking provider and linked to your Account for receiving funds credited to your Account.
• “Recovery Fee”: Fees for returning funds to an IBAN Account Holder after a recovery request, as detailed in the Fee Schedule attached in the appendix.
• “Transfer”: The process where you instruct us to send funds to a bank account elsewhere by providing recipient bank details.
• “Transaction”: A transfer or movement of funds.
• “Virtual Account”: A one-time-use account number issued for a single payment without a corresponding physical account.
• “Merchant”: Any business, company, or individual using Nefuza's services or products in their operations.

Contact and Regulatory Information

Your Account can be managed online via the NEFUZA mobile app or by email at contact@Nefuza.com.

For reporting lost or stolen accounts, email us at contact@Nefuza.com.

The issuer of your NEFUZA Account and provider of Payment Services is SAF BUSINESS SERVICES CANADA LTD., registered in Canada under company number BC1378104. Its headquarters are at 5577 153A STREET SUITE 207, SURREY BC V3S 5K7 CANADA.

SAF BUSINESS SERVICES CANADA LTD. is authorized and regulated by FINTRAC (Canada’s Financial Transactions and Reports Analysis Centre) under registration number M22511001.

3. Type of Service, Eligibility, and Account Access

• Activation Requirements: Your Payment Services can only be activated if the required information is provided, enabling us to verify your identity and comply with all applicable client due diligence requirements. We will retain records of this information and documentation in accordance with all applicable legal and regulatory requirements.
• Currency Reference: A reference to a currency (e.g., Euros € or Sterling £) indicates the amount or equivalent in the local currency in which your account is denominated.
• Currency Conversion: Any transaction made in a currency other than the currency in which your Account is denominated will require a currency conversion at the exchange rate applicable at the time of the transaction.
• No Interest on Balance: The Available Balance on your Account will not earn any interest.
• Prepaid Payment Services: Payment Services are prepaid services, not credit or banking products. You must ensure that you have sufficient Available Balance to pay for your transactions and applicable fees. If, for any reason, a transaction is processed that exceeds the Available Balance, you must immediately repay the excess amount. We reserve the right to stop any existing or future transactions in such cases.
• Eligibility: Only individuals aged 18 or older are eligible to register for the Payment Services.
• Account Access: Each time you seek to access your Account, we will request your access codes (as defined in Article 7). As long as the correct access codes are entered, we will assume you are the person giving instructions and making transactions, and you will be held responsible unless otherwise specified in Article 7.
• Right to Refuse Instructions: We may refuse to act on any instructions if we believe they are:
1. Unclear;
2. Not given by you;
3. Likely to cause us to breach a legal or other obligation; or
4. Associated with illegal use of the Payment Service.
• Reporting Obligations: Note that if your account is used for money laundering, fraud, or terrorist financing, we are obligated to report all relevant information to the appropriate regulatory authorities.
• Unauthorized Access: We will take all reasonable measures to prevent unauthorized access to your Account. As long as you have not violated the conditions outlined in this Article 3 or Article 7, we will accept liability for any direct loss or damage caused by unauthorized access, as per Articles 13 and 14 of this Agreement.

4. Service Limits, Fund Transfers, and Payments

4.1 Transaction Limits: Transactions may be limited based on account type, individual usage patterns, and payment risk profiles. Accounts are issued in compliance with regulatory limits and conditions. Usage limits are detailed in the Fee Schedule attached in the appendix and on our website (nefuza.com). We reserve the right to modify specific payment restrictions without prior notice if required to meet regulatory obligations, particularly for fund transfers exceeding $10,000 or involving funds from sanctioned foreign countries.

4.2 Transfers: You can transfer funds to another Account by logging into your Account and following the provided instructions.

4.3 Payment Verification: Before sending funds to your Account, we recommend that you or other senders verify the accepted payment methods listed on our website or mobile application.

4.4 Third-Party Fees: We are not responsible for payment processes or fees associated with banks or intermediaries processing your payments to us. Any fees charged by third parties (e.g., for receiving, processing, or crediting a payment to you) will be deducted before crediting the remaining balance to your Account.

4.5 Payment Details: It is your responsibility to verify and confirm payment details and fees before making a payment to us or your Account.

4.6 Payment Credit Timing: Payments received into your Account will be credited at least once per day and before the end of the business day. Payments received after the cut-off time will be processed the next business day, and we are not liable for delays in this regard.

4.7 Source of Funds: You may be required to provide proof of the source of funds to meet regulatory requirements. You agree to provide this proof promptly. The proof must include:

1. Date of withdrawal and receipt of funds (if different);
2. Type and amount of funds;
3. For individual beneficiaries: Name, address, phone number, date of birth, and employment details;
4. For corporate beneficiaries: The above details, along with the nature of the primary business;
5. Exchange rate used, if applicable.

4.8 Recurring Transfers: You may request businesses to make regular transfers from your issued and registered account. It is your responsibility to ensure the correct details are provided. You must maintain sufficient balance at all times to cover the debits from your Account. You are responsible for verifying the terms provided by the transfer initiator. NEFUZA reserves the right to refuse or terminate any transfer instruction.

4.9 Unpaid Transfer Fees: You may incur fees for unpaid transfers if your Account lacks sufficient funds to cover incoming transfer requests.

5. Use of Payment Services

• Account Access: You can access your Account information by logging into your Account via our mobile app. From there, you can view transaction details, including dates, currencies, fees, or exchange rates applied. This information is accessible at all times and can be stored and reproduced as needed.
• Transaction Limits: You can use the Payment Services up to the limit of your Available Balance.
• Insufficient Funds: If the Available Balance is insufficient to cover a payment, the transaction will not be completed.
• Fee Deductions: The value of each transaction and applicable fees (as outlined in the appendix) will be deducted from your Available Balance.
• Authorization: Once a transaction is authorized, the related payment order cannot be withdrawn (or revoked) after receipt. A transaction is considered received at the time you authorize it as follows:

1. Payment Orders and Fund Transfers

• Issuance of Payment Orders: A payment order for a transfer or funds transfer is provided and received by us at the time it is issued by you via your Account.
• If a revocation of an authorized transfer is agreed upon between us and you, we may charge a revocation fee.
• We will ensure that the transfer amount is credited to the beneficiary’s Payment Services provider by the end of the business day following the receipt of your payment order. If the beneficiary’s Payment Services provider is located outside Canada, we will process the payment at the earliest possible opportunity.
• We may refuse to authorize any use of the Payment Services if it breaches these terms and conditions, or if we have reasonable grounds to suspect fraud or any illegal or unauthorized use of the Payment Services by you or a third party.
• Service Interruptions: Your ability to access or use the Payment Services may occasionally be interrupted, for instance, during system maintenance. Please contact Customer Service via our mobile app to report any issues, and we will endeavor to resolve them promptly.
• Data Responsibility: Except where required by law, we are not responsible, and you are solely responsible, for compiling and maintaining your own copies of your Account data and activities under this Agreement. Upon termination of this Agreement for any reason, we will retain copies of transaction data, records, or other relevant information for five (5) years to comply with legal and regulatory requirements.
• Lawful Use: You agree to use the Payment Services solely for lawful purposes and comply at all times with all applicable laws, rules, and regulations related to the use of the Payment Services.
• Prohibition on Third-Party Funds Transfers: You may not use the Payment Services to receive or transfer funds on behalf of another individual or entity.

6. Third-Party Provider Access

• Third-Party Agreements: Any consent you provide to a third-party provider is an agreement between you and that provider. We bear no responsibility for any losses arising from such agreements.
• Consent Details: Before granting consent, ensure you understand the level of access granted, its usage, and to whom it may be transmitted.
• Consent Withdrawal: Familiarize yourself with your rights to withdraw consent and the provider’s process for removing access.
• Liability for Third-Party Actions: To the extent permitted by law, we are not liable for any actions by a third party regarding the suspension or termination of their services or any resulting losses. You remain responsible for understanding and complying with any agreements or policies applicable to such third-party providers.
• Access Denial: We reserve the right to deny Account access to any third party if we believe there is a risk of money laundering, terrorist financing, fraud, or other criminal activities. Where possible, we will inform you of the reasons, unless prohibited by law or public security considerations.

7. Managing and Protecting Your Account

• Access Code Responsibility: You are responsible for safeguarding your username and password (“access codes”).
• Access Code Sharing: Do not share your access codes with anyone except an Authorized Person. If shared, you are responsible for their actions, including any misuse or breach of this Agreement.
• Authorized Use Only: Payment Services may only be used by you or an Authorized Person.
• Unauthorized Access: Do not grant access or allow another person to use the Payment Services except for Authorized Persons.
• Security Breach Reporting: If you suspect someone knows your Account security details, contact us immediately as per Article 12.

8. Identity Verification

• Providing Address Information: When conducting online transactions, provide the most recent address registered as your Account address, as this will be the correspondence address.
• Change of Details: Notify us within seven (7) days of any changes to your Account address or contact details via the mobile app, which may require written confirmation. You are liable for any losses resulting from delays in notifying us due to negligence or fraud.
• Verification Documents: At any time, we may request proof of your identity or address (e.g., government-issued photo ID, driver’s license, health card, or passport) for fraud prevention or anti-money laundering purposes. You authorize us to conduct electronic identity checks directly or through authorized agents.

9. Right of Withdrawal (“Cooling-Off” Period)

• Cooling-Off Period: You may withdraw from this Agreement within 14 days of successfully registering your Account without penalty. You must notify us during this period and refrain from using the Payment Services. Reasonable costs incurred during the provision of services may be deducted from any refunds.
• Refund Timing: After receiving your withdrawal instructions, we may retain your Available Balance for up to 30 business days to ensure all pending transactions are cleared before issuing a refund.
• After Cooling-Off: After the cooling-off period, termination is only permitted as described in Article 12.

10. Balance Recovery

• Fund Access: You may recover your funds at any time, subject to identity verification to ensure compliance with applicable law.
• Recovery Fees: If a fund recovery request is made before termination under Article 11 or more than one year after termination, a recovery fee will apply.
• No Fees Within 12 Months: If a recovery request is made within 12 months of termination under Article 11, no recovery fees will be charged. Recovery requests after this period may incur Account closure fees.
• Offset Rights: We reserve the right to offset or apply funds in your Account to satisfy any unpaid fees or liabilities due to us.

Discretionary Account Closure and Dormant Accounts

• Closure for Negative Balance: We reserve the discretionary right to close your Account and initiate a chargeback request for transactions if your Account has a negative balance for more than sixty (60) days. If our chargeback request is validated, any funds deposited into your Account can only be used to credit your Account, which will remain closed.
• Dormant Accounts: If your Account is inactive (e.g., no access or payment activity) for at least two (2) consecutive years and has a positive balance, we may (but are not required to) notify you via your registered email address, giving you the opportunity to keep your Account open or utilize the Available Balance. If you do not respond within thirty (30) business days, we will automatically close your Account and transfer the Available Balance to the last notified payment account (your "Designated Bank Account").

11. Termination or Suspension of Your Account and/or Transaction Processing

By Us:

• We may terminate this Agreement and your use of the Payment Services with at least two (2) months' notice.
• The Agreement and your use of the Payment Services will end when your ability to initiate transactions ceases.
• We may terminate or suspend your use of the Payment Services or the processing of any transaction for a reasonable period under the following circumstances:
• A defect or failure occurs in the data processing systems;
• We have reasonable grounds to believe that the Payment Services have been or may be used in violation of this Agreement or for illegal purposes;
• Any Available Balance poses a risk of fraud or abuse;
• We suspect you have provided false or misleading information;
• Legal, police, judicial, or regulatory obligations require us to act;
• We are required to comply with anti-money laundering or counter-terrorism financing regulations;
• There is suspected unauthorized or fraudulent Account access, or any security feature of the Account has been compromised, including unauthorized or fraudulent transaction initiation;
• We reasonably believe you are engaging in prohibited or illegal activities;
• We are unable to verify your identity or information regarding your Account or a transaction.
• Notification: If possible and lawful, we will notify you by email of the suspension or restriction and the reasons before implementing the measures or immediately thereafter.
• Reinstatement: We will reinstate your Account or execute affected transactions as soon as the reasons no longer apply.

By You:

• To terminate the Payment Services, you must email us from your registered email address at least two (2) months in advance, as specified in Article 2. Our Customer Service team will then suspend further use of the Payment Services.
• Once we receive all necessary information from you (including client due diligence) and process all transactions, fees, and charges, we will refund your Available Balance minus any outstanding fees, provided that:
1. You have not acted fraudulently or negligently, nor have you engaged in any behavior leading to reasonable suspicion of fraud or gross negligence;
2. We are not legally required to withhold your Available Balance at the request of law enforcement, courts, or regulators.
• After the termination, you are responsible for destroying any issued Accounts.
• If additional transactions, fees, or charges arise after refunding your Available Balance, or if we receive a reversal of prior funding, you must immediately repay the amount upon notification, which will be considered a debt.

12. Misuse of Your Account

• Reporting Misuse: If you suspect unauthorized use of your Account or access codes, or if your Account is damaged or malfunctioning:
1. Contact us immediately, providing your Account number, username, or other acceptable identification details.
2. Upon your consent to close the Account, we will provide a replacement Account with an equivalent balance to your last Available Balance.
• Service Suspension: Upon notification of misuse, we will suspend Payment Services as soon as possible to minimize further loss (see Article 13). We can only take action to prevent unauthorized use if you provide sufficient details to identify yourself, the Account, and the misuse.
• Replacement Accounts: Replacement Accounts will be sent to your most recently registered address. Providing an incorrect address will result in replacement Account fees.
• Assistance with Investigations: You agree to cooperate with us, our agents, regulatory authorities, and law enforcement if misuse of the Payment Services is suspected.

13. Liability for Unauthorized or Incorrectly Executed Transactions

• Your Responsibility: You are liable for losses from unauthorized transactions if:
• You acted fraudulently;
• You failed, intentionally or through gross negligence, to comply with this Agreement or to keep your access codes secure as outlined in Article 7.
• Notification Protection: You will not be liable for unauthorized transactions occurring after notifying us of suspected misuse of your access codes unless:
• You acted fraudulently;
• We failed to provide a timely means for you to report misuse.
• Payment Errors: We are not liable for refunds or losses from incorrect payments if:
• The beneficiary account details you provided were incorrect;
• We can prove the full transaction amount was received by the beneficiary's Payment Services provider.
• Force Majeure: We are not liable for unauthorized or misexecuted transactions caused by abnormal and unforeseeable circumstances beyond our control or due to compliance with legal obligations.
• Corrective Action: If we are responsible for a misexecuted transfer, we will make the transaction amount immediately available to you and credit the amount to your Account no later than the date it would have been credited had the transaction been executed correctly.

Our Responsibility for Incorrect Execution: If we are responsible for the incorrect execution of a payment or transfer initiated by you as the payer, we will, without undue delay:

• Refund the amount of the non-executed or defective transaction; and
• If applicable, restore the debited account to the position it would have been in had the defective transaction not occurred.

 Tracing Transactions: In the case of a non-executed or incorrectly executed transfer initiated by you as the payer, upon your request and regardless of whether we are at fault, we will:

• Make immediate efforts to trace the transaction; and
• Inform you of the outcome free of charge.

14. General Liability

• Limitation of Liability:
1. Neither Party shall be liable to the other for indirect or consequential losses or damages (including, but not limited to, loss of business, profit, or revenue) arising under this Agreement, whether due to contract, tort (including negligence), breach of statutory duty, or otherwise.
2. We shall not be liable:
1. If you cannot use the Account or Payment Services for any valid reason stated in this Agreement;
2. For any error or failure beyond our reasonable control related to the use of Payment Services, including insufficient Available Balance or failure of data processing systems;
3. For any loss, error, or failure related to the use of a third-party provider, as outlined in Article 6;
4. If a Merchant refuses to accept payment or fails to cancel an authorization or pre-authorization;
5. For goods or services purchased with your Account.
• Prohibited Use: You agree not to use the Payment Services unlawfully and to indemnify us against any claims or actions arising from such use.
• Disputes with Merchants: You are solely responsible for your interactions with Merchants or other Payment Service users. We may monitor or arbitrate such disputes but are not obligated to do so.
• Liability Limits: To the extent permitted by applicable law and subject to Articles 13 and 14:
1. If your Account is defective due to our fault, liability is limited to replacing the Account or, at our discretion, refunding the Available Balance.
2. For other failures on our part, liability is limited to refunding the Available Balance.
• Force Majeure: No Party shall be held liable or considered in breach of this Agreement for delays or failures caused by conditions beyond their reasonable control.

15. Dispute Resolution

• Commitment to Customer Satisfaction: We are committed to providing an excellent customer experience. If we fail to meet your expectations, we encourage you to bring the matter to our attention.
• Initial Communication: Contact our Customer Service team at support@Nefuza.com, where we will listen to your concerns and attempt to resolve your issue promptly and fairly.
• Complaint Investigation: Upon receiving your complaint, our Complaints Management Team will investigate and respond within fifteen (15) business days. If exceptional circumstances prevent this, we will notify you of the delay and provide a response within thirty-five (35) business days from the date of your complaint.
• Further Escalation: If you are unsatisfied with our resolution, you may escalate the issue to an external body. You must provide all receipts and relevant information related to your complaint.

16. Your Personal Information

• Collection and Processing: To manage your Account, we collect and process personal information about you and Authorized Persons, either with your consent or as legally required for anti-money laundering compliance or other regulations.
• Consent: Your consent is required for data collection. If you decline, we may discontinue services due to our obligations as a financial services provider.
• Third-Party Disclosure: We may disclose personal information to other organizations, verify your identity through authorized third parties, and obtain additional information to comply with anti-money laundering regulations. Reports of our inquiries will be added to your record unless they relate to public safety concerns.
• Third-Party Service Providers: Personal information shared with contracted third-party service providers is safeguarded and used only to perform services on our behalf. If data is transferred to another country or international organization, we ensure compliance with minimum data protection standards.
• Rights: You have the right to:
• Access personal information we hold about you;
• Rectify inaccurate or incomplete information;
• Withdraw consent for certain types of processing, such as direct marketing.
• Retention: Personal information is retained for five (5) years after the end of the services provided to you.
• Filing Complaints: If you are dissatisfied with how your personal information is handled, you may file a complaint with the supervisory authority or the British Columbia Privacy Protection Officer.
• Privacy Policy: Detailed information about your rights and our obligations is available in our privacy policy.

17. Changes to Terms and Conditions

• Updates and Notification: We may update these terms (including the Fee Schedule). Any changes will be announced via our mobile app or communicated to you by email or SMS, at least two (2) months in advance.
• Acceptance of Changes: By continuing to use the Payment Services after the two-month notice period, you agree to the updated terms. If you do not wish to accept the changes, you must stop using the Payment Services and terminate the Agreement under Article 11 before the changes take effect.

18. Miscellaneous

• Assignment and Transfer: We may assign or transfer our rights, interests, or obligations under this Agreement to any third party (including through merger, consolidation, or acquisition of substantially all of our business and assets related to this Agreement) with two (2) months' written notice. This will not negatively affect your rights or obligations under this Agreement.
• Third-Party Rights: Nothing in this Agreement is intended to benefit any person who is not a party to it. Accordingly, no such person shall have any rights under the laws of British Columbia or Canada to enforce any terms of this Agreement.
• Waivers and Concessions: Any waiver or concession we grant to you will not affect our strict rights or your obligations under this Agreement.
• Entire Agreement: This Agreement and the documents referenced herein constitute the entire agreement and understanding between the parties, superseding any prior agreements related to the subject matter of this Agreement.
• Governing Law and Jurisdiction: This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and Canada. Any disputes or claims relating to this Agreement will fall under the exclusive jurisdiction of the courts of British Columbia.