FRAMEWORK CONTRACT FOR E-MONEY SERVICES

E-Wallet Terms and Conditions

This agreement is important and you should read it carefully. It creates a legally binding agreement between you (“You” or “Your”) and Clear Junction Limited, the Electronic Money Institute licensed company authorized by the FCA UK under the Electronic Money Regulations 2011, firm reference 900684 (“Clear Junction”, “us”, or “We”) governing the basis upon which we issue electronic money and upon which we agree to provide certain payment services to you. In summary, the services we will provide to you will allow you to open an E-Wallet with us through which you will be able to store, transfer and receive electronic money in respect of using of the online marketplace https://everex.cash/. We advise you to read these terms and conditions and the Fee Schedule included in the Website’s Terms and Conditions, which have been communicated to you on the Website, carefully before accepting them. All communications made in respect of the E-Wallet Terms and Conditions and any payment services provided by us will be in English.

      1. DEFINITIONS
        1. For the purposes of the E-Wallet Terms and Conditions, the following terms shall have the following meanings:
        2. Accepted Payment Methods: means a payment by Card, by bank wire transfer or by any other payment method that is accepted by us in exchange for the issuing e-money to your E-Wallet.
        3. Banks: Means a credit institution that holds funds that correspond to the e-money issued by Clear Junction. Clear Junction reserves the right to select any other credit institution based in an EU Member State.;
        4. Business Day: means a day other than a Saturday, Sunday or a public holiday in England when financial institutions in London are open for business.
        5. Corporate user: means a person who is a business which employs 10 or more people or which has a turnover or balance sheet that exceeds €2 million, or a charity with an annual income in excess of £1 million.
        6. Card: means a bank, payment or credit card linked to one of the following networks: Visa, MasterCard.
        7. Controller, Processor, Data Subject, international organisation, Personal Data and processing: all have the meanings given to those terms in EU Data Protection Laws (and related terms such as “process” shall have corresponding meanings);
        8. Data Subject Request: means a request made by a Data Subject to exercise any rights of Data Subjects under EU Data Protection Laws;
        9. DP Losses: means all liabilities, including all:
          1. costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and
          2. to the extent permitted by Applicable Law:
            1. administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority;
            2. compensation to a Data Subject ordered by a Supervisory Authority; and
            3. the reasonable costs of compliance with investigations by a Supervisory Authority;
        10. EEA: means the European Economic Area.
        11. EU Data Protection Laws: means any applicable law relating to the processing, privacy, and use of Personal Data, as applicable to You, us and/or EVX Holdings, Pte. Ltd , including in the UK the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), once applicable (“GDPR”), and/or any corresponding or equivalent national laws or regulations, once in force and applicable (“Revised UK DP Law”) (together, “New DP Laws”).
        12. Exchange Rate: means the Clear Junction foreign currency spot exchange rate for buying or selling (as appropriate) the relevant currencies, as set by Clear Junction and is notified to You;
        13. Fee Schedule: means the document comprising all the fees payable by a user for the use and management of an E-Wallet and in respect of Payment Transactions made using an E-Wallet. The Fee Schedule is included in the Website’s pricing on the Website’s General Terms and Conditions.
        14. Electronic Money or e-money: means monetary value, which is stored electronically in a Customer, and which represents a claim on Clear Junction. E-Money is issued by Clear Junction on receipt of cleared funds in a corresponding amount for the purposes of making Payment Transactions in respect of contracts entered into via the Website.
        15. E-Wallet Terms and Conditions: means this framework contract and the Fee Schedule.
        16. E-Wallet: Means a non-interest bearing electronic account maintained for the sole purpose of enabling a you to a make and receive transfers of Electronic Money issued by Clear Junction.
        17. Force Majeure Event: means each (or any combination of) event(s) beyond the reasonable control of a Party or its sub-contractor (the “Affected Party”) which does not relate to its fault or negligence, or that of its sub-contractors, and which prevents, hinders or delays it from or in performing its obligations under this Agreement. Force Majeure Event includes, without limitation:
          1. war (whether declared or not), civil war, sabotage or riots, revolution and terrorism;
          2. natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lightning;
          3. explosions, fires and/or destruction of plant, machinery, and/or premises;
          4. external power failures, external telephone network failures, serious crime and evacuations; and
          5. strikes and labour disputes of all kinds.
        18. Party: means either you or us (as the context dictates) and "Parties" shall mean both you and us.
        19. Payment Transaction: means an act initiated by the payer or payee of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee.
        20. EVX Holdings, Pte. Ltd. means the entity incorporated and registered in Singapore under company registration number 201627701H with its registered office at 8 BURN ROAD #15-13 TRIVEX SINGAPORE 369977 whose contact information is stated in the Website‘s Terms and Conditions and which operates the Website. EVX Holdings, Pte. Ltd facilitates the users entering into the E-Wallet Terms and Conditions through the Website.
        21. Sub-Processor: means another Processor engaged by Clear Junction to carry out processing activities in respect of the Client’s Personal Data on behalf of the Client;
        22. Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering EU Data Protection Laws.
        23. Website’s General Terms and Conditions: means the general terms and conditions of use of the Website, concluded between you and EVX Holdings, Pte. Ltd, notably governing access to the Website.
        24. Website: Means the mobile application or the website which is operated by EVX Holdings, Pte. Ltd at https://everex.cash site.

      2. PURPOSE
        1. These E-Wallet Terms and Conditions set out the conditions under We will provide services to you.
        2. The services that will be provided by us under these E-Wallet Terms and Conditions shall include:
          1. the opening and management of an E-Wallet,
          2. issuing e-money to your E-Wallet: issuing e-money to your E-Wallet upon receipt of cleared funds paid to us by an Accepted Payment Method,
          3. crediting e-money to your E-Wallet: following the execution of a Payment Transaction in your favour,
          4. debiting e-money from your E-Wallet: following the execution of a Payment Transaction by you or the payment of any fees pursuant to these E-Wallet Terms and Conditions,
          5. redeeming e-money: following a request by you to redeem e-money held in your E-Wallet.
        3. Your E-Wallet shall not be subject to any overdraft, advance, credit or discount.
        4. These E-Wallet Terms and Conditions constitute the entire terms and conditions concluded between the Parties for the provision of e-money services and the opening and management of your E-Wallet.
        5. You may, at any time and at no cost to you, obtain a copy of the E-Wallet Terms and Conditions by accessing the Website. Only the E-Wallet Terms and Conditions shall be valid in case of any dispute between the parties.

      3. OPENING AN E-WALLET
        1. Conditions required for and prior to opening an E-Wallet (Individuals): In order to be eligible for an E-Wallet, you must be:
          1. at least 18 (eighteen) years of age: and
          2. have capacity to enter into legally binding contracts.
        2. Conditions required for and prior to opening an E-Wallet (Legal Entities): In order to be eligible for an E-Wallet as a legal entity, you must be legally established in the jurisdiction where you have been established.
        3. Identity Verification (Individuals)
          You must provide us with your:
          1. full name;
          2. address;
          3. email address;
          4. date of birth; and
          5. nationality.
        4. Identity Verification (Legal Entities):
          1. If you are a legal entity, you must provide us with the information that we request from you as part of our opening an E-Wallet procedures.
        5. We are subject to various laws relating to the prevention of money laundering and terrorism financing, we are therefore required to identify you when opening an E-Wallet and to collect certain documents and information to verify your identity.
        6. If you are an individual, we will require you to provide one of the following:
          1. a valid Passport;
          2. a valid UK Full Photocard Driving Licence;
          3. a valid UK Provisional Photocard Driving Licence; or
          4. a valid EU member state National ID Photocard]
        7. If you are a legal entity we will require you to provide us with the documentation that we request as part of our opening an E-Wallet procedures.
        8. In order to comply with our legal obligations we reserve the right to request, at any time, any additional documents concerning you (or in the case of a legal entity any beneficial owner) or a specific Payment Transaction.
        9. You must provide us with bank or payment account information relating to an account opened in your name with a bank or payment account provider established in the EEA or in a third-party country imposing equivalent obligations in terms of the prevention of money laundering and the financing of terrorism (a “Nominated Account”). Any redemptions requested by you from your E-Wallet will be made to such a Nominated Account only.
        10. We will consider your application and confirm whether it has been successful within five (5) Business Days. If your application is successful, we will open an E-Wallet in your name. We may, without stating reasons and with no right to compensation on your part, refuse an application to register and to open an E-Wallet in your name.
        11. You hereby declare that at the time of transmission of your request to open an E-Wallet (and for the duration of the E-Wallet Terms and Conditions):
          1. (if you are an individual), that you are at least 18 (eighteen) years of age and have capacity to enter into legally binding contracts;
          2. (if you are a legal entity) that you are validly incorporated in the form of a company, and that you have capacity under your founding documents to enter into the E-Wallet Terms and Conditions;
          3. that you are acting on your own behalf;
          4. that all information you have provided to us remains accurate and up-to-date.
        12. After being accepted by us, you may login to your E-Wallet with your Website account and password. You should take reasonable steps to keep your login and password safe and prevent fraudulent use of your E‑Wallet. For example, you should keep information relating to your E-Wallet in a safe place, you should not write down your login and password in a way in which it could be accessed or used by someone acting without your permission and you should take care to ensure that other people do not oversee or hear you using your login and password.

      4. OPERATION OF THE E-WALLET
        1. Any e-money issued to you in exchange for a payment made by an Accepted Payment Method is credited to your E-Wallet.
        2. Any e-money transferred to you by a third party as a result of a Payment Transaction is credited to your E‑Wallet.
        3. Any sums debited from your E-Wallet will be as a result of:
          1. the execution of Payment Transactions;
          2. the collection by Clear Junction of any fees owed by you under the E-Wallet Terms and Conditions and the Fee Schedule; or
          3. the reversal of a transaction you made by an Accepted Payment Method.
        4. When you wish to purchase e-money, you must log in to the Website and enter the details of the Accepted Payment Method you wish to use to purchase the e-money via a payment page dedicated for this purpose. For any such payment, you may be asked to enter a single-use code notified to your mobile phone for the attention of the institution having issued the relevant Card.
        5. Transfers of funds for the purchase of e-money by Card are executed by the institution having issued the Card. Any dispute surrounding such a transfer must be notified to the Card issuer. We are not authorised to cancel such a purchase once you have made a payment request (although you may opt to redeem any e-money purchased, subject to any applicable fees (as set out in the Fee Schedule).
        6. Acceptance by us of an order for payment by an Accepted Payment Method does not guarantee that you will receive the corresponding e-money in your E-Wallet. The issuing of e-money to your E-Wallet is conditional upon actual receipt by us of the funds transferred minus any applicable fees (as set out in the Fee Schedule).
        7. If and where appropriate, we may refuse to process any Payment Transaction or request to purchase e-money at our discretion and without this decision giving rise to any compensation on your part. Where possible (and subject to applicable law), we will provide you with the reasons for refusing to process any Payment Transaction or request to purchase e-money.

      5. EXECUTION OF PAYMENT TRANSACTIONS AND REDEMPTIONS
        1. Before submitting a payment instruction to us, you must ensure that you have sufficient e-money available in your E-Wallet to cover the Payment Transaction amount and any related costs (as set out in the Fee Schedule), otherwise we will refuse the Payment Transaction.
        2. You may redeem some or all of the e-money held in your E-Wallet at any time via the Website. Payment Transactions which relate to redemptions will be carried out by money transfer to your Nominated Account.
        3. Clear Junction shall be deemed to have received submitted instructions in accordance with the following principles:
          1. if Clear Junction and you mutually agree that execution of the Payment Transaction is to take place
            1. on a specific day;
            2. on the last day of a certain period; or
            3. on the day on which you have put funds at the disposal of Clear Junction,
        4. The time of receipt is deemed to be the day so agreed, unless it is not a Business Day in which case it will be deemed to be received on the next applicable Business Day.
        5. In all other cases:
          1. if an instruction is submitted before 1600 GMT on a Business Day, it will be deemed to be received on that Business Day;
          2. if an instruction is submitted after 1600 GMT on a Business Day, it will be deemed to be received on the next applicable Business Day;
          3. if an instruction is submitted on day that is not a Business Day, it will be deemed to be received on the next applicable Business Day;
        6. You may not withdraw your consent to a Payment Transaction under this clause 5 after it has been deemed to be received.
        7. Payment Transactions from your E-Wallet will executed in accordance with the following timescales:
          1. Where the recipient’s account or your Nominated Account is in the EEA and the transaction is in euro - the Payment Transaction will be credited to the recipient’s payment service provider's account or your Nominated Account by the end of the business day following the time of receipt of the instruction.
          2. Where the recipient’s account or your Nominated Account is in the UK and the transaction is in sterling - the Payment Transaction will be credited to the recipient’s payment service provider's account or your Nominated Account by the end of the business day following the time of receipt of the instruction.
          3. Where the recipient’s account or your Nominated Account is in the EEA and the transaction involves only one currency conversion between the euro and sterling - the Payment Transaction will be credited to the recipient’s payment service provider's account or your Nominated Account by the end of the business day following the time of receipt of the instruction, provided:
          4. the currency conversion is carried out in the UK; and
          5. if the recipient’s account or your Nominated Account is an EEA Member State other than the UK, the transfer takes place in euro.
        8. Any other circumstances - the Payment Transaction will be credited to the recipient’s payment service provider's account or your Nominated Account by the end of the fourth business day following the time of receipt of the instruction.
        9. Where any payment out of your E-Wallet is made in a currency other than your E-Wallet’s currency, Clear Junction is entitled to debit your E-Wallet balance in your E-Wallet’s currency in the amount equivalent to the Payment Transaction amount, converted into your E-Wallet’s currency using the currency Exchange Rate agreed between the Parties before the relevant Payment Transaction is executed.
        10. Clear Junction may also debit your E-Wallet to collect any Fees owed by you under this Agreement.

      6. E-WALLET SECURITY AND UNAUTHORISED PAYMENTS
        1. Blocking of login details
          1. Your E-Wallet is accessible only via the Website with the same login details used for access to your personal Website account. Therefore, you must inform us of the loss or theft of your login details, or the misappropriation or any unauthorised use of them without undue delay in order to request that the login details be blocked.
          2. We are entitled to immediately suspend or withdraw your right to make Payment Transactions from your E-Wallet where we have reasonable grounds to believe that there may be a breach in the security of your E-Wallet details, we suspect the unauthorised or fraudulent use of your E‑Wallet details, or due to European or national law applying to us.
          3. Where we decide to take this action, we will write to you in advance informing you that we intend to do so and setting out our reasons for taking this action. If we are unable to inform you immediately we will inform you at the earliest opportunity (and in any event within the time that you would expect a Payment Transaction to take place). We will not inform you where this would compromise our reasonable security measures or is otherwise contrary to any applicable law, rule or regulation. If the reason(s) for our action ceases to exist, we will proceed to either reinstate your access to your E-Wallet or issue you with new login details as soon as practicable.
        2. Disputing a Transaction
          1. For any complaint relating to the Payment Transactions executed by us as part of these E-Wallet Terms and Conditions, you are advised to contact support@clearjunction.com.
          2. If a Payment Transaction is executed by us with errors due to our fault, the Payment Transaction will be cancelled and your E-Wallet will be restored to its situation prior to execution of the Payment Transaction. The Payment Transaction will then be executed again correctly.
          3. If you wish to dispute a transaction you must contact support@clearjunction.com without undue delay following your becoming aware of the anomaly, and no later than 13 months following the date of the relevant transaction. After validation of the legitimacy of your request, we will cancel the transaction and apply a temporary credit to your E-Wallet in order to restore it to the state in which it would have been if the disputed transaction had not been carried out. After an investigation into the validity of the dispute, we will consequently adjust your E-Wallet and are authorised to reverse any E-Wallet entry that has been unduly made.
          4. Provided you have not acted fraudulently, or with intent or gross negligence failed to use your E‑Wallet in accordance with the E-Wallet Terms and Conditions, where an unauthorised payment transaction is made from your E-Wallet you will be liable up to a maximum of £35 for any losses incurred as a result of unauthorised Payment Transactions arising:
            1. from the use of your E-Wallet details when these have been lost or stolen; or
            2. where you have failed to keep your E-Wallet details safe.
          5. Except where you have acted fraudulently or with gross negligence, you will not be liable for any losses incurred in respect of unauthorised Payment Transactions:
            1. arising after you have notified us of the loss, theft, misuse, misappropriation or unauthorised use of your E-Wallet details; or
            2. where we have failed to provide you with the appropriate means to notify us (unless this is due to abnormal and unforeseen circumstances beyond our control or as a result of our compliance European or national law); or
            3. where your E-Wallet details have been used in connection with certain types of distance contract.
          6. You will be liable for all losses incurred in respect of an unauthorised payment transaction where you:
            1. have acted fraudulently; or
            2. with intent or gross negligence have failed to comply with the terms of the E-Wallet Terms and Conditions (including in relation to notifying us of the loss, theft, misappropriation or unauthorised use of the payment instrument.
          7. The fees indicated in the Fee Schedule may be collected in the case of an unjustified dispute of a Payment Transaction.
        3. Reporting
          1. You may access, at any time, your personal page on the Website, showing the amount of money credited to your E-Wallet.
          2. You will be able to consult on your personal page on the Website for a statement of Payment Transactions made from your E-Wallet. You are invited to carefully study the list of these Payment Transactions.
          3. We shall make available to you, on a monthly basis an account statement covering the previous thirteen (13) months.

      7. AMENDMENT OF THE E-WALLET TERMS AND CONDITIONS
        1. We reserve the right, at any time, to amend the E-Wallet Terms and Conditions upon giving you at least two months' notice before the date on which the amendments are to take effect unless you are a Corporate user.
        2. If you are a Corporate user, we reserve the right to amend the E-Wallet Terms and Conditions with 1 months’ notice and that such amendments shall be binding upon you immediately on such notice to you.
        3. If you do not agree to any such amendments, you have the right to terminate these E-Wallet Terms and Conditions immediately without any charge before the amendments enter into force. If you wish to refuse the proposed amendments and must notify us of the refusal by written notice prior to the amendments coming into force.
        4. In case of a refusal of the amendments by you, this refusal will result in the termination of the E-Wallet Terms and Conditions, at no cost, and in the transfer of the money held in your E‑Wallet to your nominated bank account.
        5. If you does not notify us of your intention to refuse the amendments, you will be deemed to have accepted them and the relationship between you and us shall be governed by the new version of the E-Wallet Terms and Conditions.
        6. It is therefore important that you reads your e-mails and regularly reads the E-Wallet Terms and Conditions available on the Website at any time.

      8. SERVICE AVAILABILITY AND DATA SECURITY
        1. We reserve the right to temporarily suspend access to your E-Wallet for technical, security or maintenance reasons, without these operations entitling you to any compensation. We undertake to limit these type of interruptions to those which are strictly required.
        2. However, we shall not be held liable by you for any errors, omissions, interruptions or delays in operations carried out via the Website resulting from unauthorised access to the Website. We shall also not be held liable for any theft, loss or unauthorised communication of data resulting from unauthorised access to the Website.
        3. EVX Holdings, Pte. Ltd is responsible for the security and confidentiality of data exchanged when using the Website in accordance with the Website’s General Terms and Conditions. We are responsible for the security and confidentiality of data that we exchange with you as part of this E-Wallet Terms and Conditions for the creation and management of your E-Wallet, as well as any Payment Transactions associated with your E-Wallet.

      9. LIMITATION OF LIABILITY AND INDEMNITY
        1. Each Party agrees that neither Party nor any of its officers, employees or agents shall be liable for the acts or omissions of the other Party, nor its officers, employees or agents.
        2. Except to the extent that any loss is due to a Party’s (the “Non-Breaching Party”) negligence, wilful default or fraud or that of the Non-Breaching Party’s employees, the other Party will indemnify the Non-Breaching Party against all costs, losses, claims and expenses which may be incurred or made by the Non-Breaching Party arising as a result of or in connection with this Agreement.

      10. YOUR OBLIGATIONS
        1. You guarantee that no element of your profile on the Website affects the rights of third parties or is contrary to the law, public order and morality.
        2. You undertake not to:
          1. Execute the E-Wallet Terms and Conditions illegally or under conditions likely to damage, disable, overload or alter the Website;
          2. Impersonate the identity of another person or entity, falsify or conceal his/her identity or his/her age or create a false identity;
          3. Disseminate personal data or information relating to a third party, such as postal addresses, telephone numbers, email addresses and bank account details;
          4. Without prejudice to legal action taken by third parties, we are entitled to personally undertake any legal action intended to repair the damage that we may suffer due to your failure to respect your obligations under these E-Wallet Terms and Conditions.
        3. In case of breach of your obligations, and subject to applicable laws and regulations, we may take any appropriate measures in order to stop the relevant actions. We will also be entitled to suspend, remove and/or block your access to your E-Wallet.

      11. DURATION AND TERMINATION
        1. The E-Wallet Terms and Conditions are concluded for an indefinite period of time and shall enter into force from the date that your application for an E-Wallet is accepted by us.
        2. You may terminate the E-Wallet Terms and Conditions at any time, subject to you providing us with a period of thirty (30) calendar days’ notice. We may terminate the E-Wallet Terms and Conditions at any time, subject to providing you with a period of two (2) months’ notice. Such termination shall also constitute the closure of your E-Wallet.
        3. In order to terminate the E-Wallet Terms and Conditions, the relevant Party shall transmit a notice of termination to the other Party in accordance with Clause 15.
        4. Following termination of the E-Wallet Terms and Conditions, any e-money held in your E‑Wallet will be redeemed without undue delay and transferred to your Nominated Account (after deduction of any fees due and payable to us). After having transferred the respective funds to your Nominated Account, We will have no further obligations towards you.
        5. It is hereby provided that the E-Wallet Terms and Conditions will automatically be terminated in the event of new circumstances affecting the ability of any Party to comply with the E-Wallet Terms and Conditions.
        6. You acknowledge that Clear Junction is not required to redeem any e-money from your E-Wallet where you make a request for redemption more than six years after the date of termination of the E-Wallet Terms and Conditions.

      12. RIGHT OF WITHDRAWAL
        1. You have 14 (fourteen) calendar days to exercise your right of withdrawal, without having to justify any reason or pay any penalty. This withdrawal period takes effect from the date that your application is accepted by us.
        2. You must notify your withdrawal request to us within the allotted period by support@clearjunction.com.
        3. As per your right of withdrawal, the E-Wallet Terms and Conditions will be terminated at no cost to you.

      13. PREVENTION OF MONEY LAUNDERING AND TERRORIST FINANCING
        1. Pursuant to the provisions of UK law relating to the participation of financial institutions in the prevention of money laundering and the financing of terrorist activity, we must obtain information from our customers about any business transaction or relationship with respect to the origin, purpose and destination of the transaction or opening of a payment account. Furthermore, we must carry out all due diligence required for identifying our customers and, if necessary, the beneficial owner(s) of the payment account and/or Payment Transactions associated with it.
        2. You hereby acknowledge that we may terminate or postpone, at any time, the use of login details, access to an E-Wallet or execution of a transaction in the absence of any sufficient information about its purpose or nature. You are hereby informed that a transaction carried out as part of these E-Wallet Terms and Conditions may be subject to the national financial intelligence unit’s right to disclosure.
        3. You may, in accordance with the applicable regulations, access all information disclosed and relating to you, provided this right of access does not conflict with applicable law relating to the prevention of money laundering and financing of terrorism.
        4. No legal or civil action may be brought nor any professional sanction pronounced against us, its mangers or employees who have reported their suspicions in good faith to their national authority.

      14. PERSONAL DATA
        1. The Parties agree that you shall be the Controller and Clear Junction shall be the Processor in respect of any Personal Data which is received from or on your behalf by Clear Junction in connection with this Agreement (“Your Personal Data”).
        2. Each Party shall comply with EU Data Protection Laws and its relevant obligations under this agreement. Clear Junction shall use reasonable endeavours to ensure that any Sub-Processor that has access to your Personal Data shall comply with obligations that are substantially equivalent to Clear Junction’s obligations under this agreement.
        3. You warrant, represent and undertake to Clear Junction, that:
          1. it shall perform its obligations under this Agreement with all due care and skill and in accordance with all Applicable Law and shall take such steps as may be required to ensure that in discharging or performing its obligations pursuant to this Agreement, the provisions of EU Data Protection Law are complied with;
          2. all data sourced or provided by you for use in connection with the services provided under this agreement shall comply in all respects with EU Data Protection Laws, including in terms of its collection, storage and processing;
          3. you have provided all of the required fair processing information to, and have obtained all necessary consents from, Data Subjects, or otherwise have satisfied yourself that you have a legitimate basis under EU Data Protection Laws, in order for the use of your Personal Data by Clear Junction, including the transfer of the your Personal Data to International Recipients pursuant to clause 14.10, to the extent reasonably required in order to provide the services under this agreement, and such other uses as may be required by applicable law; and
          4. all instructions given by you to Clear Junction in respect of Personal Data shall at all times be in accordance with EU Data Protection Laws.
        4. Where Clear Junction processes your Personal Data on your behalf, unless required to do otherwise by applicable law, Clear Junction shall (and shall use reasonable endeavours to ensure that any person acting under its authority who has access to the Client’s Personal Data shall) process your Personal Data only on and in accordance with your documented instructions contained in this clause 14 and Schedule 1 (Data Processing Details) (“Processing Instructions”).
        5. Clear Junction shall implement and maintain appropriate technical and organisational measures in relation to the processing of your Personal Data by Clear Junction:
          1. such that the processing will meet the requirements of EU Data Protection Laws; and
          2. so as to ensure a level of security in respect of your Personal Data processed by it that complies with the requirements regarding security of processing set out in the EU Data Protection Laws.
        6. Clear Junction shall assist you in the fulfilment of your obligations to respond to Data Subject Requests relating to your Personal Data by ensuring that all Data Subject Requests it receives are recorded and then referred to you within ten (10) Working Days of receipt of the request.
        7. Clear Junction shall not engage any Sub-Processor to perform specific processing activities in respect of your Personal Data on your behalf without your prior written consent (such consent not to be unreasonably withheld) and, if you give your consent, Clear Junction shall use reasonable endeavours to appoint the Sub-Processor under a binding written contract (“Processor Contract”) which imposes materially the same data protection obligations as are contained in this Agreement on the Sub-Processor. Notwithstanding the foregoing:
          1. if and to the extent you request that Clear Junction sends any of your Personal Data to a third party, including a third party located outside the EEA, for the purposes of providing the services under this agreement or otherwise in order to comply with applicable law, the you will be deemed to have consented to such Sub-Processing; and
          2. you hereby consents to Clear Junction engaging any of its affiliates (and any contractors of Clear Junction or its affiliates) to perform processing activities in respect of your Personal Data on your behalf in connection with this Agreement, and in each case the provisions of this Agreement shall constitute your instructions with respect to such Sub-Processing in accordance with clause 14.4.
        8. Clear Junction shall take reasonable steps to ensure that all Clear Junction’s personnel processing your Personal Data are subject to a binding written contractual obligation with Clear Junction to keep your Personal Data confidential (except where disclosure is required in accordance with applicable law, in which case Clear Junction shall, where practicable and not prohibited by applicable law, notify you of any such requirement before such disclosure).
        9. Clear Junction shall provide reasonable assistance, information and cooperation to the Client to ensure compliance with the your obligations under EU Data Protection Laws with respect to: (i) security of processing; (ii) notification by you of breaches to the Supervisory Authority or Data Subjects; and (iii) data protection impact assessments required under EU Data Protection Laws and prior consultation with a Supervisory Authority regarding high risk processing, provided that in each case you shall pay Clear Junction’s reasonable costs for providing the assistance in this clause 14.9.
        10. You agree that Clear Junction may transfer your Personal Data to third parties, including to countries outside the EEA or to any international organisation (an “International Recipient”), to the extent reasonably required in order to provide the services under this agreement and otherwise as may be required by applicable law provided that Clear Junction shall use reasonable endeavours to ensure that any such transfer to an International Recipient (and any onwards transfer) is effected in a manner that complies with EU Data Protection Laws. The provisions of this agreement shall constitute your instructions with respect to such transfers in accordance with clause 14.4.
        11. Clear Junction shall maintain written records of all categories of processing activities carried out on your behalf containing such information as required under EU Data Protection Laws (“Processing Records”), and shall make available to you on request in a timely manner such information (including the Processing Records) as is reasonably required by you to demonstrate compliance by Clear Junction with its obligations under EU Data Protection Laws and this Agreement, which you may disclose to the Supervisory Authority.
        12. Clear Junction shall allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you for the purpose of demonstrating Clear Junction’s compliance with its obligations under EU Data Protection Laws and this Agreement, subject to the you giving your reasonable prior notice of such audit and/or inspection, and ensuring that any auditor is subject to binding obligations of confidentiality and that such audit or inspection is undertaken so as to cause minimal disruption to Clear Junction's business and other customers.
        13. You shall pay Clear Junction’s reasonable costs of allowing or contributing to audits or inspections under clause 14.12.
        14. In the event of Clear Junction becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any of your Personal Data (actual or suspected) related to the services provided under this agreement or this agreement, Clear Junction shall notify you of the breach without undue delay.
        15. Clear Junction shall, at your written request, either securely delete or return all your Personal Data to you in within a reasonable time after the end of the provision of the relevant services under this agreement related to processing or, if earlier, the processing by Clear Junction of any of your Personal Data is no longer required for Clear Junction’s performance of its obligations under this agreement, and securely delete existing copies (unless storage of any data is required by applicable law, and if so Clear Junction shall notify you of this).
        16. Clear Junction reserves the right to temporarily suspend access to your E-Wallet for technical, security or maintenance reasons, or as may be required from time to time to ensure compliance with EU Data Protection Laws or any other applicable law, without these operations entitling you to any compensation. Clear Junction undertakes to limit this type of interruptions to those which are strictly required.

      15. NOTICES
        1. Any notice given or communication made by either party to the other under these E-Wallet Terms and Conditions shall be made either by e-mail or by post to an address used by that Party. Any notice or communication shall be deemed to have been duly received on the next Business Day following its communication, apart from in the case of email, which shall be deemed received on the same Business Day, provided it has been communicated within normal working hours and if not, then the following Business Day.

      16. FORCE MAJEURE
        1. If a Party (“the Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, its obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays its performance of those obligations.
        2. If the period of delay or non-performance arising due to a Force Majeure Event continues for 4 weeks then the Party not affected may terminate this Agreement by giving 7 calendar days' written notice to the Affected Party.

      17. SAFEGUARDING
        1. At the end of each Business Day, funds that correspond to the amount of e-money issued by Clear Junction are:
          1. deposited in to a bank account opened with the Bank and are ring-fenced by it; or
          2. invested in such secure, liquid assets as the FCA may approve and place those assets with an Authorised Custodian.
        2. This means that these funds are protected against any claims from any of our other creditors (including any enforcement proceedings or insolvency proceedings that might be brought against us).

      18. NON-TRANSFERABILITY
        1. These E-Wallet Terms and Conditions may neither be partly nor wholly transferred by you with or without charge. Therefore, you are prohibited from transferring to a third party any of the rights or obligations that you hold hereunder. In the event of breach of this prohibition, in addition to the immediate termination of these E-Wallet Terms and Conditions, you may be held liable us.

      19. FEES
        1. The services offered as part of this E-Wallet Terms and Conditions are invoiced by us in accordance with the Fee Schedule included in the Website’s Terms and conditions.
        2. All fees owed by you are automatically deducted from your E-Wallet by us in accordance with the Fee Schedule.

      20. AGREEMENT IN RELATION TO PROOF
        1. All data that is held in a permanent, reliable and secure manner in Our computer database, in particular relating to payment orders and confirmations received by You, notices sent, withdrawal and Payment Transactions, will prevail between the Parties until proven otherwise.

      21. COMPLAINTS
        1. For any complaint relating to the Payment Transactions executed by us as part of these E-Wallet Terms and Conditions, you are advised to contact support@clearjunction.com in accordance with the complaint submission instructions outlined at www.clearjunction.com.
        2. If you are not happy with the way in which we have handled your complaint, or the result, you may be able to complain to the Financial Ombudsman Service, who offer an independent review service. If you don’t take up your problem with us first you won’t be entitled to complain to the Ombudsman.
        3. If you prefer not to deal directly with the Financial Ombudsman Service you may be able to submit a complaint through the European Online Dispute Resolution Platform.

      22. APPLICABLE LAW AND COMPETENT JURISDICTION
        1. These E-Wallet Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales and each Party agrees to submit any dispute which may arise out of, under, or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) to the exclusive jurisdiction of the courts of England and Wales.

      23. SEVERABILITY CLAUSE
        1. If any of the provisions of these E-Wallet Terms and Conditions are considered invalid or unenforceable, it shall be deemed unwritten and shall not affect or invalidate the remaining provisions.
        2. If one or more provisions of these E-Wallet Terms and Conditions become obsolete or are declared as such by a law, a regulation or following a final ruling made by a competent jurisdiction, the other provisions shall retain their binding force and scope. Provisions declared null and void shall be replaced by provisions closest in meaning and scope to those initially agreed.

          UK\613824289.2