The Vibanx Business Terms

This document (the “Terms” or “Agreement”) contains the terms and conditions applicable to the relationship between Vibanx (Canada) Ltd., a company incorporated and registered in Canada (Corporation Number: 1001237773), whose registered office is at 300 Supertest Rd Unit 1, North York, Toronto, ON, M3J 2M2, Canada, trading as Vibanx (“Vibanx”) and you, the Customer receiving Vibanx’s services.
Vibanx is registered with the Financial Transactions and Reports Analysis Centre of Canada as a money services business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Registration number: C100000384) and has applied for registration with the Bank of Canada as a payment service provider under the Retail Payment Activities Act (Application number: REG-4182).

01. Background

Vibanx operates the Vibanx Platform through which it facilitates the provision of a Master Client Account, Spot FX trading, Virtual IBAN, and other services to its Customers.
Vibanx provides the Services herein as a distributor under a program-manager arrangement, and underlying regulated services will be provided by Vibanx’s applicable program managers. The principal program manager of Vibanx is Equals Money Plc. and their terms and conditions are available at: https://equalsmoney.com/terms-and-conditions Vibanx will provide information to you pertaining to its other program managers upon request.
These Vibanx Business Terms and (where applicable any) associated Schedules together set out and will govern the contractual relationship between Vibanx (“us, “we, “our”) and the person (acting in the course of business or a profession which it carries on) referenced in the Application Form or on Vibanx Platform (the “Customer”, “you”, “your”.) in respect of our products and services. The agreement allows you (subject to the terms set out in this Agreement) to:

1. place funds onto a Master Account with the view of making payments;
2. make payments using such funds; and
3. enter into ancillary spot trades,

each “Service” and collectively, the “Services”. We may, from time to time, provide other services to you as agreed between us and such additional service will form part of the definition of “Service” and “Services” and will be governed under this Agreement (unless specified otherwise) and any supplemental terms entered into by you in respect of such additional service.
The Customer under these Vibanx Business Terms will always be acting for business purposes. Other Customers, or Customers acting for personal purposes, should refer to the Vibanx Terms, which apply to retail customers. The terms of the Vibanx Privacy Notice also apply to the Customer’s use of the Services.

Please read these terms carefully before using the Vibanx platform. Your accessing, browsing, or otherwise using the Vibanx platform (including your purchase of products or services using the Vibanx platform) constitutes your agreement to be bound by the terms in effect at the time you access the Vibanx platform (including those terms relating to the purchase of products or services).

02. Definitions and interpretation

In these Vibanx Business Terms, unless the context shall otherwise require, words and expressions are defined and interpreted in accordance with the following definitions.

03. The Vibanx Business Terms

1. Customer criteria and due diligence

1.1 When accessing the Services, you accept and agree to be bound and comply with these Terms and the company’s Privacy Policy, found here: https://vibanx.com/privacy-policy/including all amendments thereto.

In order to be eligible to open a Platform Account, a Customer must meet certain eligibility criteria which we tell you about at the time of opening the Platform Account and be acting for business purposes only.
Such eligibility criteria include but are not limited to:

• being a legally incorporated business, partnership, sole proprietorship, or other entity authorized to carry on business in Canada,
• use of the Platform Account strictly for business purposes and not for personal or consumer use,
• successfully completing our customer due diligence process, including know-your-customer (KYC), anti-money laundering (AML), and sanctions checks as required under Canadian law,
• being in good standing under applicable Canadian laws and not subject to bankruptcy, insolvency, or regulatory restrictions, and
• if you are an individual (such as a sole proprietor), being of the age of majority in your province or territory and legally authorized to bind the business.

1.2 When a Customer registers for the Vibanx Platform, it consents to Vibanx making various checks to assess whether the Customer is eligible for the Master Client Account, (including Spot FX trading and the Virtual IBAN), verify the Customer and any Customer Signatory’s identity and to prevent and detect financial crime (including fraud and money laundering). This may involve the disclosure of personal information about the Customer or Customer Signatories to credit reference and fraud prevention agencies, who may keep a record of this information and handle such personal information in accordance with their own privacy policies and procedures.

1.3 Customers agree to provide Vibanx with information on their eligibility and identification that is correct, complete, and not misleading. Customers also agree to update such information as appropriate or when requested to do so.

1.4 Vibanx may retain information on Customers’ eligibility or identification for as long as necessary or desirable in accordance with applicable law.

1.5 If Vibanx makes a reasonable request for information, Customers must give this to Vibanx as soon as possible. If they do not, Vibanx might need to suspend the Customer’s use of the Vibanx Platform and Master Client Account.

1.6 The Customer consents to Vibanx, and other third parties identified in these Terms, using its information, including personal information, to provide payment service, as well as for all of the purposes set out in these Terms relating to the Services, including any cross-border transfers of such information (e.g., transfers between countries, regions and/or provinces) and acknowledge and understand that such transfers may cause the information to be governed in accordance with the law of the country, region or province to which it is transferred. The Customer consents to the disclosure and sharing of its personal information with Vibanx group entities and other third parties identified in these Terms, and the storage, processing, handling and other uses of its personal information by such Vibanx group entities and other third parties in accordance with these Terms.

1.7 The Customer hereby acknowledges and agrees that personal information may be transferred, stored, processed, handled and otherwise used outside Canada, or accessed by Vibanx group entities or third parties located outside Canada, where necessary for the provision of Services, and the foregoing may cause the personal information to be subject to the laws, legal enforcement and national security authorities of the such foreign jurisdiction outside of Canada. In such cases, Vibanx will ensure that appropriate safeguards are in place to protect the personal information in accordance with applicable Canadian privacy laws.

1.8 The Customer may withdraw its consent by contacting the Privacy Officer, at Dpo@vibanx.com upon which Vibanx will stop providing payment services but may still use the Customer’s data as legally required.

2. Access to the Vibanx platform

2.1 Vibanx will provide the Customer access to the Platform Account, through which Authorised Users are able to register Security Credentials to enable each Authorised User on behalf of the Customer to access the Vibanx Platform Account and where appropriate to give instructions in respect of Proposed Transactions on the Vibanx Platform.

2.2 The Customer shall ensure that when its Authorised Users access and use the Vibanx Platform and give instructions with respect to Proposed Transactions and Transactions, such use, access and the giving of such instructions are in accordance with these Vibanx Business Terms. The Customer shall ensure that none of its Authorised Users shall license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, the Vibanx Platform or the Services.

2.3 The Customer will take all reasonable steps to ensure that no use of or access to or the giving of any instructions in respect of any Proposed Transaction or Transaction or any other communications over the Vibanx Platform by any of its Authorised Users will contain any virus, trojan, malware, keylogger or other harmful program, bath file, script or the like and will check all proposed transmissions by any of its Authorised Users prior to their transmission with the most recent and up-to-date virus checking software.

2.4 The Customer will ensure that no person other than an Authorised User will have any access to or use of the Vibanx Platform with respect to Proposed Transactions and Transactions of the Customer at any time. The Customer acknowledges that each of its Authorised Users has actual authority to access and use the Vibanx Platform in accordance with the level of access granted to such Authorised User, and that it will be responsible for ensuring that each of its Authorised Users safeguards their respective Security Credentials and uses the same only for access to and use of the Vibanx Platform in accordance with these Vibanx Business Terms. Accordingly, the Customer shall have sole responsibility for access to and use of, including the giving of instructions with respect to Proposed Transactions and Transactions via, the Vibanx Platform in its name, both by its Authorised Users and by any other person purporting to be an Authorised User.

3. Security

3.1 Vibanx will request Security Credentials whenever Authorised Users access the Platform Account. Some of the Security Credentials required include but are not limited to:

3.1.1 username and password; and

3.1.2 codes sent to the Customer via mobile phone.

3.2 Vibanx may add other types of Security Credentials in the future, and if it does so, it will notify the Customer.

3.3 The Customer must ensure Authorised Users keep their Security Credentials safe and is responsible for maintaining the confidentiality of their Security Credentials.

3.4 The Customer should ensure Authorised Users:

3.4.1 choose a “strong” password (i.e., passwords that use a combination of upper- and lower-case letters, numbers and symbols);

3.4.2 choose a password that is different from other passwords used by the Customer;

3.4.3 take care when using the Security Credentials;

3.4.4 destroy any Security Credentials Vibanx may send the Customer, and

3.4.5 take care when transferring a device used to access the Platform Account (e.g., delete any stored passwords on the Customer’s laptop before giving it away or selling it).

3.5 This means that the Customer should ensure Authorised Users do not:

3.5.1 choose a password that can be easily guessed by someone else;

3.5.2 tell another person their Security Credentials;

3.5.3 write down Security Credentials in a way that other people could easily understand;

3.5.4 access the Platform Account using a device that is not in the Customer’s full control or possession; or

3.5.5 allow another person to use the Customer’s device when the Customer accesses their Account.

3.6 A Customer must tell Vibanx immediately if it knows or suspects that a security breach has occurred, including if:

3.6.1 any Authorised User is no longer authorised to use to the Vibanx Platform or, if relevant, give instructions with respect to Proposed Transactions and Transactions;

3.6.2 any Authorised User’s Security Credentials are lost or stolen;

3.6.3 someone else has misused, tried to misuse, or may try to misuse, any Security Credentials, the Customer’s Master Client Account or other Services under these Vibanx Business Terms (including where unauthorised payment orders have been made);

3.6.4 fraud or attempted fraud has been committed against the Customer or Vibanx; and/or

3.6.5 any other operational and/or security incident or circumstance has occurred, or the Customer has reason to think it might occur.

3.7 If any of the events in Clause 3.6 above occur, the Customer must notify Vibanx immediately in accordance with Clause 17 of the Vibanx Business Terms.

4. Vibanx products

4.1 Vibanx may provide and facilitate a number of services for Customers on the Vibanx Platform, including:

4.1.1 access to Master Client Account through its Platform Account and access to certain payment services enabling Customers to make payments to Payees in both UK sterling (GBP) and in other foreign currencies supported by Vibanx. The E-Money Services are a necessary component of the Customer accessing the Spot FX Services and the VIBAN Services;

4.1.2 access to Spot foreign exchange (“FX”) trading (“Spot FX Services”); and

4.1.3 the ability to create a virtual international bank account number (“IBAN”) linked to the Customer’s Vibanx Master Client Account which allows a Customer to reconcile payments with Payees (“VIBAN Services”); and

certain additional services may be made available to Customers through the Vibanx Platform, including Spot FX Services, as identified in Schedule 1 of these Terms. The terms governing the provision and use of Spot FX Services are set out in Schedule 1 of these Terms.

4.2 Vibanx may offer additional services from time to time, these services may be subject to additional terms and conditions that the Customer will need to agree to.

5. Master client account

5.1 The Master Client Account is a virtual e-money account and any associated e-money stored in it will be issued by Vibanx.

5.2 As an e-money account the Available Balance in the Master Client Account will not expire. and you will not earn interest on the funds held in the Master Client Account.

5.3 The e-money in the Master Client Account is not covered by the Canada Deposit Insurance Corporation or any other deposit guarantee scheme or insurance plan. In the event that Vibanx become insolvent, Customers’ funds are safeguarded in accordance with the requirements of the Retail Payment Activities Act (Canada) and related regulations, which are designed to ensure that end-user funds held by payment service providers are segregated from the provider’s own funds and protected through prescribed trust, insurance, or guarantee arrangements.

5.4 Your Master Client Account is denominated in the currencies as selected by you.

5.5 Any Account Limit and restriction that may apply to the Master Client Account will be communicated to the Customer during the set-up process or before access to the Master Client Account is given to the Customer. These limits may also change over time based on the Customer’s use of the Master Client Account; any such change will be communicated to the Customer. The Customer can check the limits at any time by contacting Vibanx.

5.6 To manage risk, particularly with respect to money laundering, fraud or security concerns, Vibanx will apply internal controls, including limits, to certain types of payments. Vibanx may change these as necessary but for security purposes, it may not disclose these to Customers.

6. Using the master client account

6.1 Funds can be added to the Master Client Account by the Customer (including its Authorised Users) or a third party via bank transfer of the relevant amount to Vibanx, or via other methods which may be notified to the Customer by Vibanx from time to time. Upon receipt of the funds by Vibanx, the corresponding value of e-money will be credited to the Master Client Account on the same day.

6.2 An incoming payment will not be credited to the Master Client Account if:

6.2.1 the Master Client Account has reached its Account Limit;

6.2.2 the Master Client Account has been terminated or blocked;

6.2.3 Vibanx suspects the payment is fraudulent, money laundering, terrorist financing or any other financial crime; or

6.2.4 to do so is prohibited by a government or court order or by applicable law.

6.3 In the event Vibanx is unable to credit the Customer’s account for reasons set out in Clause 6.2 above, then the payment will be sent back to the sender, which may occur without notification to the Customer.

7. Requesting a transaction

7.1 The Master Client Account can be used to make and receive payments from third parties.

7.2 Payments can be made via the Vibanx Platform. To make a payment in this way, Customers will need provide the Security Credentials Vibanx requests and any information Vibanx needs to make the payment. For example, when a Customer (or an Authorised User) is making a payment in Canada, it will need to enter the institution number, transit number and account number for the Payee’s Canadian account that the Customer is sending money to. Vibanx will ask the Customer to confirm this information and it will treat this as the Customer’s consent to make the payment.

7.3 Vibanx will treat a payment as authorised by a Customer if the Proposed Transaction was authorised from the Vibanx Platform by an Authorised User using the required Security Credentials.
A payment instruction will generally be received by Vibanx on the same day a Customer (including any Authorised User) authorises it.

Authorisation of a Proposed Transaction

7.4 Once a payment has been validly initiated from the Master Client Account, such instructions cannot be revoked. The Customer may cancel a payment which has been agreed to take place on a date later than the date the Customer authorised the payment, provided the Customer notifies Vibanx no later than the close of business on the Business Day before the payment was due to take place.

Rejection of a Proposed Transaction

7.5 Vibanx may refuse to execute or process a Proposed Transaction (without prior notice to the Customer) if:

7.5.1 the Master Client Account does not have sufficient Available Balance to cover the payment;

7.5.2 the Master Client Account is suspended or closed;

7.5.3 the Customer has not given Vibanx the account details or other requested information that it needs to make the payment, or Vibanx knows the details the Customer has given are incorrect;

7.5.4 the Master Client Account has reached the Account Limit;

7.5.5 the Customer is using the E-Money Services in a way that Vibanx does not permit;

7.5.6 Vibanx needs to do so to comply with payment scheme rules;

7.5.7 Vibanx reasonably suspects fraudulent activity, money laundering, terrorist financing or unauthorised access on the Master Client Account;

7.5.8 the payment is unlawful or fraudulent; or

7.5.9 Vibanx is required to do so to comply with a government or court order or any applicable law.

7.6 If Vibanx refuses a payment, it will notify the Customer via email. Unless prevented by applicable law, Vibanx will tell the Customer the reason(s) for refusal as soon as possible after Vibanx receives the payment instruction. Customers can contact Vibanx and it will, if possible, tell Customers what they can do to correct any errors in the payment instruction.

7.7 If, for any reason, a payment is processed for more than the Customer’s Available Balance, the Customer must repay Vibanx the amount which exceeds the Available Balance as soon as it is notified by Vibanx. If the Customer does not repay this amount upon request, Vibanx reserves the right to take all steps necessary, including legal action and/or closing the Master Client Account to recover any money owed to it.

Execution Times

7.8 Where a payment is made using the Master Client Account, the amount of the payment will be deducted by Vibanx from the Available Balance. Payments should normally reach the intended Payee’s bank in accordance with the following timings:

Payment Type	Timescale
Canada inter-account transfers in Canadian currency	Same business day (if submitted before the daily cut off time, otherwise next business day).
Payments in Canada not in Canadian currency	Up to 4 working days depending on the currency and correspondent bank networks
Payments to a payee in any currency outside of Canada	This will take longer, as it will be dependent upon the timing of the activities of the applicable banking institutions, typically this will take 2-5 working days, depending on the destination country, currency, and correspondent bank networks. Please ask us for details.

Returned Transactions

7.9 If a payment is rejected by the intended Payee’s bank, Vibanx will automatically issue a refund and (subject to Clause 7.10) credit this to the Master Client Account after Vibanx receives the funds from the intended Payee’s bank.

7.10 If a Transaction is returned by a Payee, their bank, or any intermediary bank, Vibanx reserves the right to be reimbursed by the Customer for any costs and fees incurred for the returned Transaction, if it is deemed the return of the Transaction was a direct result of an error made by the Customer.

8. Fees and currency conversion

8.1 Customers must pay Vibanx the fees and charges set out in Schedule 2. A copy of these fees can also be found in the Vibanx Platform.

8.2 Vibanx may also apply a fee when a Customer makes a payment (depending on the currency and intended recipient) and this will be displayed to the Customer during the process of authorising the Proposed Transaction. Transaction-specific fees are disclosed prior to the finalisation of any transaction.

8.3 Vibanx will deduct any fees and charges from Master Client Account at the time they become due. If there are insufficient funds in the Master Client Account at the time the fees and charges become due, Vibanx will deduct the fees and charges once there are sufficient funds in the Master Client Account.

8.4 Currency conversion details will be provided upon the finalisation of a transaction. Customers are responsible for all costs and taxes. Customer should note that other costs, taxes, or charges may apply that are not charged by Vibanx and/or will not be paid through Vibanx. Customers are responsible for paying such costs, taxes, or charges where these apply.

9. Set-off

9.1 Vibanx may, at any time set-off any liability of the Customer to Vibanx in relation to the Services under these Vibanx Business Terms in order to reduce or repay any overdue payment the Customer owes Vibanx under these Vibanx Business Terms.

10. Third party providers

10.1 Customers can instruct a TPP to access information on their Master Client Account and initiate certain payments from a Customer’s Platform Account, as an Authorised User, provided such TPP has identified itself to Vibanx and it has acted in accordance with the relevant applicable law. Vibanx will treat any instruction from a TPP as if it was from a Customer.

10.2 Vibanx may deny a TPP access to a Customer’s Platform Account if it is concerned about unauthorised or fraudulent access by that TPP. If it does this, Vibanx will notify Customers in the way it thinks most appropriate (unless doing so would compromise Vibanx’s reasonable security measures or otherwise be unlawful).

11. Keeping the master client account secure

11.1 In accordance with Clause 2 above, Customers are responsible for their Master Client Account and Security Credentials. A Customer must ensure that its Authorised Users do not:

11.1.1 share their Security Credentials with anyone else (either intentionally or inadvertently);

11.1.2 store their Security Credentials on a device which is not password protected; or

11.1.3 allow another person access to their Master Client Account.

11.2 If Vibanx knows or suspects that a security breach has occurred, or if it changes its security procedures, Vibanx will notify Customers via the Vibanx Platform, via email or via phone call. Vibanx may change its security procedures from time to time and where it reasonably considers it to be in the Customer’s best interest. Vibanx can do this without telling Customers in advance.
Customers must immediately: (i) report to Vibanx in writing any and all security breaches of
which Customers are aware or suspect, and such reporting will occur at least within twelve (12) hours after Customers first become aware of or suspect any such security breach; (ii) provide Vibanx with accurate and up to date information; (iii) provide Vibanx with all information that it requests in relation to any actual or suspected security breach; and (iv) immediately take any steps Vibanx requests them to take, to reduce, manage or report any security breach, and to mitigate against any future security breach.

12. Limits on the use of the master client account

12.1 Vibanx can block, suspend or limit access to the Master Client Account if:

12.1.1 Vibanx reasonably believes it is necessary because of suspected fraudulent or criminal use of the Master Client Account and/or Security Credentials; or

12.1.2 Vibanx reasonably believes it has security concerns, including but not limited to if Vibanx knows or suspects the Master Client Account and/or Security Credentials have been misused; or

12.1.3 Customers submit false or misleading information to Vibanx.

12.2 If Vibanx blocks, suspends or limits the Customer’s access to the Vibanx Platform, Vibanx will let Customers know why immediately after they do this unless Vibanx is prevented by applicable law or for security reasons. Vibanx will lift the block as soon as the reasons for it ends.

13. Unauthorised or incorrect payments

13.1 If the Customer believes a payment initiated from their Master Client Account was unauthorised or made incorrectly, the Customer must immediately inform Vibanx by contacting Vibanx in accordance with Clause 17 of these Vibanx Business Terms.

13.2 Vibanx will investigate the Customer’s claim for an unauthorised or incorrect payment, provided the Customer has informed Vibanx without undue delay and in any event within 13 months of the date on which the payment was initiated. Vibanx has no legal obligation to investigate or refund any payment undertaken more than 13 months ago.

13.3 The Customer will be liable for all payments initiated from the Master Client Account where:

13.3.1 Vibanx has reasonable grounds to suspect the Customer has acted fraudulently or with negligence and Vibanx is required to investigate further; and

13.3.2 The Customer has acted fraudulently or has deliberately or with negligence in:

1. failing to ensure that Authorised Users keep their Security Credentials secure; or
2. failing to tell Vibanx as soon as possible that the Customer failed to ensure that Authorised Users keep their Security Credentials secure, especially where a third party has had access to the Customer’s Security Credentials.

13.4 If Vibanx agrees to refund the Customer (e.g. because the incorrect payment was due to a Vibanx error), it will:

13.4.1 refund the amount of the unauthorised transaction; and

13.4.2 refund any fees/charges so that the Master Client Account is in the same state it was in immediately before the unauthorised or incorrect payment was made.

13.5 Vibanx will refund the amount (including any fees/charges) as soon as possible, and no later than the end of the next Business Day after the Customer notified it of the unauthorised or incorrect payment.

Refunds where the Customer has made a mistake

13.6 It is a Customer’s responsibility to ensure the correct Payee account details and payment amount are used when making a payment.

13.7 A Customer will be responsible if it gives Vibanx incorrect instructions or mistakenly instructs Vibanx to make the same payment more than once. However, Vibanx will try to help get the money back. Vibanx may charge a fee for tracing, recalling, or cancelling a payment. The Customer shall indemnify and hold harmless the Releasees from and against any costs, expenses, and fees incurred by Vibanx in assisting to recover erroneous payments.

13.8 If Vibanx cannot get the money back and the payment was in Canada, Customers can request that Vibanx provide the relevant information that Vibanx has about the transaction to help them reclaim the money. Vibanx will provide this information on receiving a written request from the Customer, unless applicable law prevents it from doing so.

Eligible Customers – Payments to a fraudster

13.9 If the Customer is an Eligible Customer, and has used the Master Client Account to make a payment in Canadian dollars to a recipient in Canada and believes that it has been tricked into sending money to a fraudster, because it made a payment:

13.9.1 to someone for what it thought was a genuine purpose, but which was actually fraudulent; or

13.9.2 that was intended for a certain person, but they were tricked into sending money to someone else,

the Customer must contact Vibanx immediately using the details set out in Clause 17 off
these Vibanx Business Terms.

13.10 Once the Customer has told Vibanx that it has been tricked, Vibanx will look into this and apply industry standards to determine whether they are entitled to a full or partial refund. Vibanx will usually let the Customer know within 5 (five) Business Days after the day they were told by the Customer but it might take longer in exceptional circumstances. If Vibanx determines the Customer is entitled to a refund, it will give this without delay. Customers may not get a refund if:

13.10.1 Vibanx finds the Customer should have known that it was sending money to a fraudster – although Vibanx will always take the circumstances in which the payment was made into account when considering this;

13.10.2 the Customer doesn’t provide Vibanx with information about the payment that it reasonably requests;

13.10.3 the payment was not sent via: (i) a Canadian domestic payment system, such as Lynx (the high-value payment system operated by Payments Canada), the Automated Clearing Settlement System (ACSS), or other Canadian domestic clearing and settlement systems supported by Vibanx; or (ii) the Faster Payments or CHAPS payment systems; or

13.10.4 the Customer doesn’t report the fraudulent payment to Vibanx within thirteen (13) months of the payment being made.

13.11 For the avoidance of doubt, Clauses 13.9-13.11 of these Vibanx Business Terms only apply to Customers that are also Eligible Customers.

Mistaken payments

13.12 If a payment is made into the Master Client Account by mistake, Vibanx can either:

13.12.1 take the payment back out of the Customer’s account; or

13.12.2 put a hold on the money so the Customer can’t spend it.

13.13 Vibanx doesn’t have to tell Customers before it undertakes either of these actions (even if it has let a Customer make a payment against the received funds). If a payment is made into the Master Client Account by mistake, the Customer agrees that Vibanx may share all relevant information about the Customer and the incorrect payment to the bank or payment service provider that sent the payment to help them recover the money.

Refunds Customers are not entitled to

13.14 If Vibanx later looks into the circumstances leading to a refund and discovers a Customer was not entitled to it, it will treat the refund as a mistake and may reapply the payment, including any fees/charges, to the Master Client Account. If Vibanx reverses a refund in this way, it will give the Customer reasonable notice.

14. Closing the master client account

14.1 The Customer may close their Master Client Account by closing their Platform Account, which can be done by contacting Vibanx in accordance with Clause 17 of the Vibanx Business Terms.

14.2 Customers can request to redeem the monetary value of e-money held in their Master Client Account at any time. Vibanx will not charge a fee for this. Vibanx will fulfil any redemption request by sending the relevant funds to a bank account in the Customer’s name that the Customer nominates. Vibanx may refuse a redemption request more than six years after the date of termination of the Vibanx Business Terms, and any e-money held by Vibanx after this time shall cease to be held by Vibanx for the Customer and shall instead belong to Vibanx.

15. Information and statements

15.1 A Customer can check all information relating to their Platform Account and the Master Client Account on the Vibanx Platform. The Customer can download this information at any time at no cost whilst they remain a Customer.

15.2 Vibanx will also issue monthly statements via the Vibanx Platform or email.

16. Liability

Customer’s Liability and Indemnification

16.1 Customers who access, browse, or otherwise use the Vibanx Platform, including through purchase of products or services, are deemed to understand, and must comply with, these Vibanx Business Terms.

16.2 Customers indemnify, defend and hold harmless Vibanx from and against all losses, claims, liabilities, damages, injuries, actions, judgments, awards, losses, expenses, costs, fines, penalties, or fees, including reasonable legal fees and disbursements, arising from actions or inactions by individuals accessing, browsing, or using the Vibanx Platform under Customer authorisation, including any breaches of these Terms, negligence, wilful misconduct, or fraudulent acts.

Vibanx’s Liability

16.3 To the fullest extent permitted by law, the Releasees’ liability in connection with these Vibanx Business Terms (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:

16.3.1 The Releasees shall not be liable for any damages or losses of any kind resulting directly or indirectly from any cause beyond the Releasees’ reasonable control including but not limited, damages or losses resulting from viruses including computer or web based viruses, data corruption, failed messages, damages arising as a result of same or transmission errors or problems, telecommunications service providers, the Releasees’ contractors, the internet backbone, third-party suppliers of products or services, damages or losses caused by the Customer;

16.3.2 The Releasees shall not be liable for any indirect, incidental, consequential, special, aggravated, exemplary or punitive losses or damages;

16.3.3 where a payment is incorrectly initiated from the Customer’s Platform Account or Master Client Account due to Vibanx’s default, the Releasees’ liability shall be limited to refund the Customer of an equivalent amount to that which was incorrectly deducted from the Customer’s Platform Account or Master Client Account;

16.3.4 in all other circumstances, including without limitation breach of contract, negligence or otherwise, (save to the extent mandated by applicable law), the Releasees’ liability is limited to refunding the Customer the amount in the Customer’s Vibanx Platform Account and/or Master Client Account.

16.4 Nothing in these Vibanx Business Terms shall exclude or limit the Releasees’ liability for death or personal injury resulting from the Releasees’ gross negligence or fraud.

16.5 All implied conditions or warranties are excluded to the extent permitted by law. To the fullest extent permitted by law, the releasees make no representation or warranty with respect to the functionality, good working order or condition of the Vibanx Platform, its suitability for use, or that it’s use, or any information or material, accessed from or through the Vibanx Platform will be uninterrupted, accurate, secure, free from malware or error-free. The releasees do not represent, warrant or undertake that any errors on or relating to the Vibanx Platform may or will be corrected or that any server from which the Vibanx Platform is operated is or will be free from viruses or any other harmful components.

16.6
Except as expressly provided for herein, the Vibanx Platform and all products, services, content and information provided or purchased through or on the Vibanx Platform are provided to you on an “as is”, “with all faults” basis without warranties and the Releasees do not make any representation, warranty or condition of any kind, express or implied, written or oral, statutory or otherwise, including without limitation warranties as to: (i) Uninterrupted or error free transactions, privacy, or security, (ii) Accuracy, adequacy or completeness of the information herein; or (iii) Merchantability, quality, title, durability, suitability, non-infringement or fitness for a particular purpose, or those arising out of a course of dealing or usage of trade.

16.7 The releases do not represent, warrant or undertake that any errors on or relating to the Vibanx Platform may or will be corrected or that any server from which the Vibanx Platform is operated is or will be free from viruses or any other harmful components.

16.8 This Clause 16 shall survive the termination or expiry of these Vibanx Business Terms.

17. Contacting each other

17.1 Every notice, request, demand or other communication between the Parties under or pursuant to these Vibanx Business Terms shall either be in writing and delivered through the Vibanx Platform or otherwise communicated by phone.

17.2 If the Vibanx Platform is unavailable for any reason, each notice, request, demand or other communication under or pursuant to these Vibanx Business Terms shall be:

17.2.1 to the Customer, at the correspondence address detailed in the Customer’s application.

17.2.2 to Vibanx, at:
Address: 100 University Ave, 5th Floor, Toronto, ON M5J 1V6, Canada
Attention: Vibanx Customer Service Team
Email: support@vibanx.com
Tel: +16473721863

or, in each case, to such other address as one party may from time to time designate to the other Parties upon not less than five (5) Business Days’ notice.

17.3 The Customer should check for communications through the Platform Account and the Vibanx website regularly and frequently. If the Customer does not check communications, the Customer may miss important information about the Services.

17.4 Vibanx may provide the Customer with important information or documents electronically (for example, through the Platform Account). This may include documents such as these Vibanx Business Terms (and any amendments or additions to it). It may also include any customer service communications, and disclosures or notices related to Vibanx’s Services. By using Vibanx’s Services, the Customer agrees to receive communications electronically.

18. Variation

18.1 The Vibanx Business Terms that are in force at the time the Customer accesses their Platform Account, Master Client Account or initiates a Transaction will be the version of the Vibanx Business Terms that applies to that access or payment,

18.2 Vibanx may from time to time, for any technical, legal, performance or operational reason, make updates to the Vibanx Platform (but not so as to materially adversely affect the performance of the Vibanx Platform). Before making any material change to the Vibanx Platform, save where the change impacts the Master Client Account, or where the change is required to be made for legal compliance or is necessary for operational or system security reasons, Vibanx will notify Customers in writing as soon as is reasonably possible in the circumstances of such changes.

18.3 In other circumstances not covered by Clause 18.2 above, Vibanx will notify Customers of the proposed change in accordance with Clause 17 (Contacting Each Other) of these Vibanx Business Terms. The revised Vibanx Business Terms will take effect at least two (2) months following such notice. The Customer will be deemed to have accepted the changes if the Customer does not notify Vibanx before the proposed date that the changes are due to take effect that the changes are not accepted. If the Customer rejects the changes, the Customer can immediately terminate these Vibanx Business Terms (meaning the Master Client Account and all Services) free of charge and with effect at any time until the date when the changes would have applied.

18.4 In some cases, there will be changes that are required by applicable law and Vibanx will not have enough time to give Customers two (2) months’ notice. In those circumstances, Vibanx will give Customers as much notice as possible.

18.5 Exchange rates apply to the Vibanx Platform change all the time and without notice. Therefore, Vibanx will not notify the Customer if there has been a change in any exchange rate.

18.6 If Vibanx adds new products or services to these Vibanx Business Terms or enhances the ways that Customers can use existing Services (and this does not otherwise change the Vibanx Business Terms), this will not be treated as a change and as a result, Vibanx will not be required to give Customers two (2) months’ notice.

19. Termination

19.1 These Vibanx Business Terms will continue until the Customer’s Vibanx Platform Account and Master Client Account are terminated by the Customer or Vibanx.

19.2 A Customer may close their Vibanx Platform Account at any time and for any reason by contacting Vibanx (see Clause 17 (Contacting Each Other)). Closing the Customer’s Vibanx Platform Account means that the Customer’s agreement with Vibanx will end immediately, and the Master Client Account will also be closed.

19.3 Vibanx may close the Customer’s Vibanx Platform Account or Master Client Account and terminate these Vibanx Business Terms at any time and for any reason by providing the Customer two (2) months’ notice.

19.4 Vibanx may also need to suspend or close the Customer’s Vibanx Platform Account or Master Client Account and terminate these Vibanx Business Terms immediately and without first letting the Customer know if we consider (in our sole and absolute discretion):

19.4.1 that you are using our services fraudulently, inappropriately or for illegal purposes;

19.4.2 that you become a Restricted Party;

19.4.3 that you have breached the terms of this Agreement (including, but not limited to, any (i)representation, warranty or undertaking or (ii)obligation) or any other agreement with us or our Affiliates, including any letter of undertaking as to sanctions compliance entered into by you and us in connection with this Agreement;

19.4.4 that you are no longer suitable to receive Services;

19.4.5 that we must do so to comply with Vibanx’s regulatory obligations or any applicable law or to avoid any enforcement action or other adverse measures thereunder;

19.4.6 that you have breached applicable laws or have cause Vibanx or it’s Affiliates or service providers (including correspondent banks) to breach applicable laws (including, without limitation, applicable laws relating to fraud anti-money laundering, sanctions or terrorist financing) or exposed us
or our service providers (including correspondent banks) to enforcement action or other adverse measures thereunder, or that by continuing to provide Services to you, you or we are likely to breach or cause Vibanx to breach applicable laws or expose us or them to enforcement action or other adverse measures thereunder;

19.4.7 that you have failed to make a payment when due;

19.4.8 we have any material concerns over the adequacy of the information you have provided to us;

19.4.9 that an applicable regulatory or law enforcement authority has initiated, or has announced that it will initiate, a regulatory or enforcement action, or investigation against you;

19.4.10 that you are you are subject to an Act of Insolvency;

19.4.11 that there is a change in your circumstances (including without limitation, deterioration in or change to your Financial Position) or in the nature of your business which we consider materially adverse to us being able to continue providing Services to you hereunder;

19.4.12 that your conduct is disreputable or is capable of damaging our reputation (or the reputation of our Affiliates) by association;

19.4.13 that a Force Majeure Event has occurred and as a consequence of such we are prevented from, or it becomes impossible or impracticable for us to provide Services to you;

19.4.14 that our relationship with you presents a business risk to us or any of our Affiliates;

19.4.15 that you submitted false or misleading information to Vibanx;

19.4.16 that you uploaded or transmitted any communications or content of any type on the Vibanx Platform that may infringe or violate any rights of any party;

19.4.17 that you used the Vibanx Platform to post or transmit material that is unlawful, discriminatory, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity;

19.4.18 that you have uploaded any virus, worm, Trojan horse, time bomb, malware, or any other code intended to damage any hardware or software or operations;

19.4.19 that you disabled, hacked, or otherwise interfered with the proper functioning or security features of the Vibanx Platform;

19.4.20 that you exploited the Vibanx Platform or any portion of it in any way, including without limitation reproducing, copying, distributing, displaying, framing, translating, modifying, reverse-engineering, disassembling, or decompiling any information, products, services or content provided through or obtained from the Vibanx Platform;

19.4.21 that you used the Vibanx Platform to harm Vibanx or any other person.

19.4.22 that your Vibanx Platform Account or Master Client Account has been subject to a security breach; or

19.4.23 that there has been the occurrence of a default, event of default, termination or other similar condition or event in respect of you or any of your Affiliates under one or more agreements with us or any of our Affiliates (a “Cross-default“).

19.5 You will notify us immediately upon becoming aware of the occurrence of any of the events referred to in Clause 19.4 above.

19.6 If Vibanx needs to terminate these Vibanx Business Terms in accordance with Clause 19.4 and there are pending Proposed Transactions on the Platform Account or Master Client Account, which Vibanx is lawfully allowed to process, Vibanx will affect those Transactions. Once compete, Vibanx will stop the Customer’s access and the Customer’s Platform Account and/or Master Client Account will be permanently closed.

Effect of termination

19.7 Upon the effective date of termination:

19.7.1 the Customer will no longer be able to use their Vibanx Platform Account or Master Client Account;

19.7.2 the Customer can request to redeem the monetary value of any e-money held in their Master Client Account; and

19.7.3 all rights granted to you in connection with the Vibanx Platform shall cease and you must immediately delete or remove the Vibanx Platform from your device.

19.8 On or as soon as reasonably possible following a Termination Date, all Trades shall be closed out, pending orders shall be cancelled and we shall determine (in our sole discretion):

19.8.1 the amount recorded as being held in your Master Client Accounts on the Termination Date;

19.8.2 the total losses incurred by us in respect of and following a close out; and

19.8.3 the total balance of any amounts, other losses, payments, fees and/or commissions payable by you as a result of the provision of Services by us pursuant to this Agreement or otherwise and which remain unpaid.

19.9 Based on the sums so established pursuant to Clause 19.8, we shall determine the balance due from each party to the other (each a “Due Balance“). Following such determination and subject to applicable laws, a party’s Due Balance shall be set-off against the other party’s Due Balance, and the net balance of such set-off shall be calculated; with the resulting balance being the “Termination Amount. Subject to applicable laws, if the Due Balance owed to us by you is greater than the balance Due Balance owed to you, the Termination Amount shall be payable by us to you. For the purposes of this calculation, all sums not denominated in Canadian dollars shall be converted into Canadian dollars at the spot rate prevailing at such dates and times determined by us, acting reasonably

19.10 The parties understand and agree that following a Termination date:

19.10.1 We will not be required to accept any further instructions or orders from you

19.10.2 In the event that all or any part of the Termination Amount owed by you to us is not paid when due, such unpaid amount will accrue interest for the period from (and including) the original due date to (but excluding) the actual date of payment, at the then current prime rate of the Bank of Canada; and

19.10.3 We will not be required to:

1. Take into account the for the purposes of the determination of the Termination Amount; or
2. (ii) Pay or otherwise account to you,

Any profit made by us in respect of and following a close out

19.11 Subject to applicable laws, if the Termination Amount is payable by:

19.11.1 You to us, such amount shall be immediately due and payable to our Nominated Account; or

19.11.2 Us to you, such amount shall be immediately due and payable to your nominated bank account (but in all cases, subject to our rights to set-off such Termination Amount in accordance with the terms of this Agreement)

19.12 Upon or following the occurrence of a Termination Date and subject to applicable laws, we shall have the right without prior notice to you or any other person to:

19.12.1 Set-off any Termination Amount owed by us to you against any obligation owed by you (or any of your Affiliates) to us (or any of our Affiliates), whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or booking office of the obligation, or

19.12.2 Set-off any Termination Amount owed by you to us against any obligation owed by us (or any of our Affiliates) to you (or any of your Affiliates), whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or booking office of the obligation),

(the “Other Amounts“). To the extent that any Other Amounts are so set-off, those Other Amounts will be discharged promptly and in all respects. For the purpose of cross-currency set-off, we may convert either obligation at the applicable market exchange rate selected by us on the relevant date. If an amount of an obligation is unascertained, we may estimate that amount and set off in respect of the estimate, subject to the relevant party accounting to the other when the amount of the obligation is ascertained. Nothing in this Clause 19.12 will be effective to create a charge or other security interest. This Clause 19.12 is subject to applicable laws and will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirements to which a party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).

19.13 Following the payment of the Termination Amount in full (and, if applicable, any set-off in accordance with Clause 19.12) we may close your Master Client Account(s).

19.14 The termination of this Agreement shall not affect any provisions of this Agreement that are expressly or by necessary implication intended to survive such termination.

20. Communications

20.1 These Vibanx Business Terms are only available in English. Vibanx will communicate with Customers in English regarding any aspect of the Customer’s use of the Vibanx Platform.

20.2 All communications and notices between the Customer and Vibanx should be undertaken in accordance with Clause 17 (Contacting Each Other) of these Vibanx Business Terms.

20.3 The Customer may request a copy of these Vibanx Business Terms, including the Schedules, at any time by contacting Vibanx.

20.4 Vibanx may record and monitor telephone calls so it can improve its services, in pursuance of meeting our regulatory obligations and for security reasons.

21. Complaints

21.1 Complaints regarding any element of the Services provided by Vibanx can be sent to complaints@vibanx.ca, by post to Customer Service Team, Vibanx (Canada) Ltd., 100 University Ave, 5th Floor, Toronto, ON M5J 1V6, Canada, or by phone [+16473721863 ].

21.2 All complaints will be subject to Vibanx’s complaints procedure. For further information on our complaints policy please see www.vibanx.com/legal/complaints-policy

22. Privacy policy

22.1 The Vibanx’s privacy practices with respect to the personal information collected from Customers during their use of the Vibanx Platform, or when Customers provide information directly to Vibanx, are explained in Vibanx’s Privacy Policy: https://vibanx.com/privacy-policy/. Privacy Policy describes how personal information is collected, stored, used, and disclosed in connection with the Vibanx Platform. By agreeing to these Terms, you also agree to the Privacy Policy and confirm that you have provided all necessary consents and authorizations described in both these Terms and the Privacy Policy.

23. Copyrights and trade-marks

23.1 The Vibanx Platform and the Services are protected under Canadian intellectual property rights and laws, including but not limited those relating to copyright, trademark, patent, industrial design and trade secret. Vibanx Canada Ltd and its licensors are the owners of, and retain all right, title, and interest in and to, the Vibanx Platform, the Services, and all related intellectual property. Except as expressly provided in these Terms, no rights are granted to Customers, whether by implication, estoppel, or otherwise.

23.2 All content published, and all other elements and functions, made available on the Vibanx Platform is protected under Canadian intellectual property rights and laws, including but not limited to those relating to copyright, trademark, patent, and industrial design, and are the property of the Vibanx or its licensors. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of the Vibanx Platform or the Services. You may not modify or delete or create derivative works of content, other elements or functions on the Vibanx Platform or Services unless you have prior written permission from the owner or as may be permissible under Canadian copyright fair dealing rules. If the Vibanx Platform does not display specific restrictions, you may make copies of specific portions of the content but only for personal use. All trademarks, service marks, company names or company logos, product and service names, designs, images and slogans on the Vibanx Platform are the property of their respective owners and are protected by intellectual property laws. You have no right, title, or interest in or to the Vibanx Platform or to any content on or intellectual property relating to the Vibanx Platform of the Services, and all rights not expressly granted herein are reserved by the applicable owner.

23.3 The content on the Vibanx Platform may contain omissions, errors, or may be out of date. The content on the Vibanx Platform is provided for informational purposes only and Vibanx is under no obligation to keep the content updated, except as required by applicable law. The content on the Vibanx Platform may be changed, deleted, updated, modified or otherwise altered at any time without providing notice to the Customer.

24. General

24.1 We do not guarantee that the Vibanx Platform, or any of its content, will always be available or uninterrupted. Access to the Vibanx Platform is permitted on a temporary basis. Any or all parts of the Vibanx Platform may be suspended, withdrawn, discontinued or changed without notice. Vibanx will not be liable to you if, for any reason, the Vibanx Platform is unavailable at any time or for any period. To the extent permitted by applicable law, we reserve the right to refuse service and/or terminate accounts at our discretion, including, without limitation, if we believe that your conduct violates applicable law or is harmful to the reputation or interests of Vibanx.

24.2 Vibanx is not liable or responsible to the Customer, nor is deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any obligations under these Terms, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. Vibanx shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

24.3 Any delay or failure to exercise any right or remedy under this Schedule by Vibanx shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

24.4 If any provision of these Vibanx Business Terms is deemed unenforceable or illegal in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24.5 The Customer may not assign or transfer any of their rights or benefits under these Vibanx Business Terms and the Customer shall be the sole party to these Vibanx Business Terms between the Customer and Vibanx. Vibanx may assign its rights and benefits at any time without the Customer’s prior written notice.

24.6 The Vibanx Business Terms are between Vibanx and the Customer and no third party will have any rights under these Vibanx Business Terms.

24.7 The Terms shall enure to the benefit of and are binding upon the parties hereto and their respective heirs, successors, and assigns.

24.8 Any failure to enforce any provision of these Terms or to respond to a breach by you or any third party of these Terms shall not in any way waive the right of Vibanx to subsequently enforce any of the Terms contained herein or to act with respect to other similar or future breaches.

24.9 The Terms, together with all other agreements, terms or conditions incorporated or referred to herein, constitute the entire agreement between you and Vibanx with respect to the use of the Vibanx Platform and any transaction conducted on or from the Vibanx Platform, and its contents supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing by an authorized representative of Vibanx, or by Vibanx making such amendments or modifications available to it pursuant to the Terms hereof

25. Governing law and jurisdiction

25.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the province of Ontario and applicable Canadian federal laws.

25.2 Any action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby will be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.

25.3 Vibanx makes no representation that content, materials, information or products provided on or through the Vibanx Platform are appropriate or available for use, or licensed/registered, in other locations or jurisdictions. Those who choose to access this Vibanx Platform from other locations or jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Schedule 2

All pricing, fees, and applicable charges for the Services will be set out in the Pricing Document, which will be provided to the Client separately. The Pricing Document forms an integral part of these Terms and Conditions only once agreed in writing by both parties. No pricing or fees shall be binding until the Pricing Document has been executed or otherwise confirmed in writing by both the Client and the Company. Any amendments to the pricing or fees must be made in writing and signed by both parties. Unless expressly set out in the Pricing Document, no fees or charges apply. Any disputes regarding pricing or fees will be resolved in accordance with the dispute resolution provisions of these Terms and Conditions.

Schedule 3

Virtual IBAN Services Terms

1. Accessing VIBAN Services

1.1 In order to access VIBAN Services, the Customer must hold the Master Client Account with Vibanx.

1.2 Vibanx will provide the Customer with the Master Client Account and a mandated minimum balance, from which the Customer may create operational accounts which will be denoted with its own IΒΑΝ.

2. Customer’s use of VIBAN Services

2.1 The Customer may request the creation of a Virtual IBAN by contacting Vibanx via their Vibanx representative.

2.2 A Virtual IBAN is not a bank account, and Vibanx does not hold, access, or control any funds associated with a Virtual IBAN. Each Virtual IBAN is issued and maintained by Vibanx’s regulated banking or payment partners.

2.3 The Customer is responsible for ensuring that there are available cleared funds in the relevant Virtual IBAN account to cover the amount of all payment obligations owed on that Virtual IBAN Account in connection with any of the Services in these Vibanx Business Terms.

3. Limits on the use of VIBAN Services

3.1. Vibanx can block a Customer’s access to VIBAN Services if it reasonably believes it is necessary because of:

3.1.1 suspected fraudulent or criminal use of VIBAN Services;

3.1.2 security concerns, for example if Vibanx knows or suspects the Customer’s Security Credentials have been misused; or

3.1.3 the Customer’s breach of these Vibanx Business Terms, including the Customer’s use of the Master Client Account.

3.2 Vibanx will let Customers know why immediately after they do this unless they are prevented by applicable law or for security reasons. Vibanx will lift the block as soon as the reasons for it ends.