Our Regulations

Financial Conduct Authority (FCA)

Navro Payments Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011, with Firm Reference number – 982631 for the issuing of electronic money.

Central Bank of Ireland (CBI)

Navro Payments Europe is authorised by the Central Bank of Ireland under the Electronic Money Regulations 2011, with Firm Reference number – C504018 for the issuing of electronic money.

Financial Crimes Enforcement Network (FinCEN)

Navro Payments USA LLC is registered as a Money Services Business with the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of the Treasury (BSA ID 31000281549661)

Licenses

Navro Payments USA LLC holds licenses in the following U.S. jurisdictions:
– Delaware – Sale of Checks and Transmission of Money – 042182

Terms, Conditions and Regulations

Our Terms and Conditions

1. ABOUT US AND OUR SERVICE

1.1 Who we are. If you are registered in the United Kingdom, the Services shall be provided to you by Navro Payments Limited, a company incorporated in England and Wales (company number 14173853) with its registered office at 86-90 Paul Street, 3rd Floor, London, England, EC2A 4NE (“Navro UK”). Navro UK is authorised by the Financial Conduct Authority (the “FCA”) as an electronic money institution under the Electronic Money Regulations 2011, for the issuing, storing, and redeeming of Electronic Money, and provision of related payment services (firm reference number 982631). You can check Navro UK’s registration by visiting the FCA’s website at https://register.fca.org.uk/. If you are registered in a member state of the European Economic Area, the Services shall be provided to you by Navro Payments Europe Limited, a company incorporated in Ireland (company number 726727) with its registered office at Block A, George’s Quay Plaza, George’s Quay, Dublin 2, Ireland (“Navro EU”). Navro EU is authorised by the Central Bank of Ireland (the “CBI”) as an electronic money institution under the European Communities (Electronic Money) Regulations 2011, for the issuing, storing, and redeeming of Electronic Money, and provision of related payment services (reference number C504018). You can check Navro EU’s registration by visiting the CBI’s website at https://registers.centralbank.ie. Any references to “Navro”, “us”, “we”, “our” shall mean Navro UK or Navro EU, as appropriate.

1.2 Our agreement. This document (as updated by us from time to time in accordance with clause 26.9) sets out a framework to govern how we can issue you with, store and redeem Electronic Money, and execute FX Transactions and Payment Transactions for you, and your use of these services (these “Terms”). We recommend you keep a copy of these Terms for your records. These Terms are effective from the date shown above. You can always access the latest version by visiting www.navro.com.

1.3 What are the Client Details Form and the Pricing Form? Additional commercial details relating to our relationship with you are set out in separate client details and pricing forms agreed between you and us (the “Client Details Form” and the “Pricing Form” respectively). The Terms refer to these details and so the Terms should be read alongside the Client Details Form and Pricing Form and any documents they refer to. If there is any inconsistency between the Terms and the Client Details Form or these Terms and the Pricing Form, these Terms shall take priority over the Client Details Form or the Pricing Form, except in relation to Charges specified in the Pricing Form.

1.4 Why should you read these Terms? Please read these Terms and any documents referred to in them carefully before you “submit the Client Details Form in accordance with clause 4.1, as these Terms govern each Transaction executed by us for you. They explain many of your responsibilities to us and our responsibilities to you, how and when each Transaction and these Terms can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us using the details in clause 2.2. You should only submit the Client Details Form in accordance with clause 4.1, provide us with the onboarding information referred to in clause 4.3 and make Payment Orders resulting in Transactions, if you agree to be bound by these Terms, and you are not a Consumer.

1.5 Some of the services we provide are subject to the Regulations. The Regulations regulate how Navro issues, distributes, and redeems Electronic Money, as well as governing how Payments must be transmitted. One of the primary purposes of these Regulations is to provide protection for clients of electronic money institutions. You will have different rights under these Terms depending on whether or not you are a Large Corporation (as defined in clause 3). We do not provide services to Consumers.

2 HOW TO CONTACT US

2.1 Communications between us are to be in English. If these Terms are translated into a foreign language and there is any conflict or discrepancy between the English language version and the foreign language version, the English language version shall prevail.

2.2 How to contact us. To place an Order you must contact us via the Navro Technologies, as further described in clause 9.1. You may also contact us at any time in writing by email to client.support@navro.com. Please see clause 26.15 for methods and timings of notices that can be sent to us under these Terms.

2.3 How we may contact you. We will usually contact you via email. We can also contact you by telephone or letter using the contact details that you provide on the Client Details Form or any other contact details that you or any of your Authorised Users provide to us. By submitting the Client Details Form and/or using our Services, you agree that you have regular access to the internet, and that you will check your emails regularly. Please see clause 26.15 for methods and timings of notices sent to you under these Terms.

2.4 Writing includes emails. When we use the words “writing” or “written” in these Terms, this includes emails and messages sent via the messaging facility of the Navro Technologies.

2.5 Durable Medium. By submitting the Client Details Form and/or using our Services you agree that you are able to store information sent to you by email in a Durable Medium. Where legislation requires us to provide information to you in a Durable Medium, we will send you an email or notification via Docusign in a way that enables you to retain the information in a format that can be retained permanently by you for future reference.

3 DEFINITIONS

3.1 Capitalised terms used in these Terms shall have the following meanings:

“Account ID” means the unique virtual IBAN identification number for your Navro Wallet which will be created for you and which we will issue to you.

“Administration Charge” means the charge identified as such in the Pricing Form (where specified) or as we may notify you of from time to time.

“Administrator” means a person who is authorised by you to add or remove other Administrators or Authorised Users and communicate with us on your behalf.

“Affiliate” means, in relation to an entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that entity.

“APP Scam” means a scam where a person uses a fraudulent or dishonest act or course of conduct to manipulate, deceive or persuade a Consumer, Charity or Micro-Enterprise into transferring funds from the its account to an account not controlled by it, where: (a) the recipient is not who it intended to pay, or (b) the payment is not for the purpose it intended.

“Applicable Law” means any and all laws, statutes, orders, decrees, rules, injunctions, licences, consents, approvals, agreements, guidelines, circulars or regulations of a government authority or regulatory authority having jurisdiction over a party or the subject matter, to the extent applicable to a party, the performance or business of that party or to the services provided or used by or on behalf of that party.

“Authorised Connection” means a request to connect with an API key previously authenticated by an Authorised User and which has not been cancelled.

“Authorised User” means an individual who is authorised by you (including by your Administrator) to access Navro Technologies and perform one or more pre-defined roles.

“Beneficiary” means the recipient of Electronic Money or money subject to a Payment which can, for the avoidance of doubt, include you.

“Beneficiary Account” means the account belonging to the Beneficiary, which you have instructed us to send Electronic Money or money to.

“Business Day” means (a) where the Services are provided by Navro UK, a day when the clearing banks in the City of London are open for business, excluding Saturday, Sunday and public holidays, or (b) where the Services are provided by Navro EU, a day when the clearing banks in Dublin are open for business, excluding Saturday, Sunday and public holidays.

“Buy Currency” means, in relation to a Transaction, the currency of the Electronic Money which you agree to purchase from us pursuant to these Terms.

“Buy Monies” means, in relation to a Transaction, the Electronic Money which you agree to purchase from us, in the Buy Currency, pursuant to these Terms.

“CA 2014” means the Companies Act 2014.

“CHAPS” means the regulated payment system designated by Order from the UK HM Treasury on 1 April 2015.

“Charges” has the meaning given to it in clause 15.1.

“Charges Exchange Rate” means, in relation to any currency to be converted at or by reference to a given date for the purposes of calculating Charges under these Terms, the Euro foreign exchange reference rates, as quoted by the European Central Bank as at the close of business on that date.

“Charity” means (a) where the Services are provided by Navro UK, a body whose annual income is less than £1 million and is (i) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); (ii) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; or (iii) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008, or (b) where the Services are provided by Navro EU, a charitable organisation as defined in the Charities Act 2009.

“CJA 2010” means, where the Services are provided by Navro EU, the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended by Part 2 of the Criminal Justice Act 2013 and by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018.

“Client Details Form” has the meaning given to it in clause 1.3.

“Confidential Information” means, in respect of you or us (as applicable), all non-public information regarding you or us (as applicable) that is disclosed by you or us (or your or our Connected Persons) (as applicable) to us or you (or our or your Connected Persons) (as applicable) in connection with the Services. This does not include information which is or becomes publicly available by means other than a breach of clause 24, information that is developed independently without the use of such non-public information, or information obtained from a third party that is not reasonably known to have confidentiality obligations for such information.

“Connected Persons” means, in respect of you or us (as applicable), the Affiliates of you or us (as applicable) and your or our (as applicable) and the Affiliates’ respective representatives, contractors, agents, officers and employees (including, in our case, the third parties we use to provide the Services to you) who (a) have a need to know the Confidential Information (b) are informed of the confidential nature of the Confidential Information before it is disclosed; and (c) are subject to confidentiality obligations, or under a general duty of confidence, to the Recipient that are no less onerous than the obligations set out in these Terms.

“Cookie Policy” means our cookie policy set out at https://navro.com/cookie-policy/ as amended from time to time.

“Consumer” means an individual who is acting for purposes other than a trade, business or profession.

“Controller” has the meaning given to it in Data Protection Legislation.

“Data Protection Legislation” means (a) where the Services are provided by Navro UK, all applicable data protection and privacy legislation in force from time to time in the UK, including the UK version of the General Data Protection Regulations ((EU) 2016/679) and the Data Protection Act 2018, or (b) where the Services are provided by Navro EU, all applicable laws relating to privacy and data protection, including: (i) the General Data Protection Regulations ((EU) 2016/679); (ii) the Directive on privacy and electronic communications (2002/58/EC, as amended); and (iii) all laws implementing each of (i) – (ii) above, including the Data Protection Act 2018, as amended and updated from time to time. In the event, any such directive, regulation or laws referred to in point (b) above are repealed or replaced, the successor legislation to such repealed or replaced directive, regulation and/or law shall be deemed to constitute Data Protection Legislation.

“Deduction” has the meaning given to it in clause 15.9.

“Default Rate” means (a) where the Services are provided by Navro UK, 4% above the base rate, from time to time in force, of the Bank of England, or (b) where the Services are provided by Navro EU, 4% above the base rate, from time to time, of the European Central Bank, in either case compounded monthly.

“Designated Safeguarded Bank Account” has the meaning given to it in clause 14.2.

“Durable Medium” means a medium which allows you to store information addressed personally to you, in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.

“Electronic Money” means electronically stored monetary value as represented by a claim against us.

“Exchange Rate” has the meaning given to it in clause 10.9.

“Faster Payments Scheme” means a regulated payment system designated by Order from the UK HM Treasury on 1 April 2015.

“Force Majeure Event” has the meaning given to it in clause 26.3.

“FX Transaction” means an FX transaction entered pursuant to these Terms, whereby you agree to purchase Buy Monies from us using money in a different currency.

“FX Transaction Order” means your request for us to enter into a FX Transaction with you.

“Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.

“Hub” means the transaction information facility made available to you via the Navro Technologies that sets out the details of each FX Transaction and Payment Transaction.

“IA 1986” means the Insolvency Act 1986.

“Insolvency Event” means in respect of a party: (a) if a party is a partnership, the party or one or more of its partners suspend payment of its debts, make or take steps with a view to making any moratorium, assignment, composition or similar arrangement with creditors, has a receiver appointed in respect of some or all assets, is the subject of a bankruptcy petition, application or order; (b) if a party is not a partnership, (i) it suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admit inability to pay its debts or is deemed unable to pay its debts within the meaning of (A) where the Services are provided by Navro UK, section 123 of IA 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986, or (B) where the Services are provided by Navro EU, section 570 of the CA 2014 as if the words “it is proved to the satisfaction of the court” did not appear in section 570(d) of the CA 2014; (ii) it commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or make a proposal for or enter into any compromise or arrangement with any of its creditors; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with its winding up; (iv) (A) where the Services are provided by Navro UK, an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over it or (B) where the Services are provided by Navro EU, an application is made to court, or an order is made, for the appointment of an examiner, or a notice of intention to appoint an examiner is given or an examiner is appointed by the court, over it; (v) where the Services are provided by Navro UK, the holder of a qualifying floating charge over its assets has become entitled to appoint or has appointed an administrative receiver; (vi) a person becomes entitled to appoint a receiver over all or any of its assets or a receiver is appointed over all or any of its assets; (vii) one of its creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (viii) it suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or, whether a party is a partnership or not, any event occurs, or proceeding is taken, with respect to it in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned herein.

“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;

“IPR Claim” has the meaning given to it in clause 20.1.

“Large Corporation” means you if you are not a Consumer, Charity or a Micro-Enterprise.

“Micro-Enterprise” means an entity engaged in economic activity which, at the time at which a Transaction is entered into, employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed €2M.

“MLR 2017” means, where the Services are provided by Navro UK, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

“Navro” has the meaning given to it in clause 1.1.

“Navro Policies” has the meaning given to it in clause 6.4.

“Navro Technologies” has the meaning given to it in clause 6.5.

“Navro Wallet” means a ‘virtual’ account held with Navro within which Electronic Money in different currencies can be held.

“Order” means a FX Transaction Order and/or a Payment Order (as applicable).

“Payment” means both: (a) us sending Electronic Money from your Navro Wallet to another Navro Wallet; and (b) us redeeming your Electronic Money from your Navro Wallet and sending the corresponding funds to an account which is not a Navro Wallet.

“Payment Transaction” means a payment transaction whereby we commit to executing a Payment on your behalf in accordance with these Terms.

“Payment Order” means a request from you to us to enter into a Payment Transaction.

“Personal Data” has the meaning set out in the Data Protection Legislation.

“Pricing Form” has the meaning given to it in clause 1.3.

“Privacy Policy” means our privacy policy set out at https://navro.com/privacy-policy/ as amended from time to time.

“Proceeds of Crime Act” means (a) where the Services are provided by Navro UK, the Proceeds of Crime Act 2002, or (b) where the Services are provided by Navro EU, the Proceeds of Crime Act 1996 to 2016.

“Provider” has the meaning given to it in clause 24.1.

“Recipient” has the meaning given to it in clause 24.1.

“Regulations” means (a) where the Services are provided by Navro UK, the Payment Services Regulations 2017 and the Electronic Money Regulations 2011, or (b) where the Services are provided by Navro EU, the European Union (Payment Services) Regulations 2018 and the European Communities (Electronic Money) Regulations 2011.

“Regulator” means (a) where the Services are provided by Navro UK, the FCA, or (b) where the Services are provided by Navro EU, the CBI.

“Security Credentials” has the meaning given to it in clause 8.1.

“Sell Currency” means the currency of the Sell Monies in a FX Transaction.

“Sell Monies” means the Electronic Money payable by you to us, in respect of a FX Transaction.

“Services” means the services identified in clause 6.

“Services Start Date” has the meaning given to it in clause 4.4.

“Spot Period” means (generally) within two (2) Business Days of the Transaction Date (the exact timing to be approved by us).

“Spot FX Transaction” means a FX Transaction where the Value Date is within the Spot Period.

“Standard Business Hours” means the hours between 9:00 am (inclusive) and 5:00 pm (inclusive) in the Territory on a Business Day.

“Terms” has the meaning given to it in clause 1.2.

“Territory” means (a) where the Services are provided by Navro UK, the United Kingdom, or (b) where the Services are provided by Navro EU, Ireland.

“Trading Hours” means the period from Monday 12:00 am (inclusive) to Friday 10:00 pm (inclusive) in the Territory (Business Days only).

“Transaction” means a FX Transaction and/or a Payment Transaction.

“Transaction Date” means the date that a Transaction is entered into in accordance with these Terms.

“Unique Identifiers” has the meaning given to it in clause 11.1.

“User Documentation” has the meaning given to it in clause 6.6.

“Value Date” means the date agreed in a FX Transaction when the Buy Monies will be credited to your Navro Wallet.

“Viruses” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

“Website” means our website from time to time, currently www.navro.com.

“you” means the person identified as the ‘Client’ in the Client Details Form, and “your” shall be construed accordingly.

3.2 Headings in the Terms are for convenience only and shall not affect the meaning of the Terms. Words in the singular import the plural and vice versa, and the term “including” shall in all cases mean “including without limitation” unless otherwise indicated. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

4. COMMENCEMENT AND BECOMING A CLIENT

4.1 These Terms shall come into force between us and you upon you digitally signing and submitting the Client Details Form to us.

4.2 You agree that such digital signing of the Client Details Form will have the same force and effect, as if you had manually executed a written version of the Client Details Form. These Terms will be incorporated into and govern each Transaction.

4.3 Notwithstanding clause 4.1, our obligations and your rights under these Terms are conditional upon us accepting and onboarding you as our client. In order to become a client, you must provide us with all information required by us to comply with our legal and regulatory obligations and our own internal risk management processes. We shall notify you in writing if you are accepted or rejected by us as our client. At our absolute discretion we may refuse to accept you as a client and may do so without giving any reason. If we reject you, you or we may also elect to terminate these Terms with immediate effect at any time.

4.4 Once you have submitted the Client Details Form in accordance with clause 4.1, and we have accepted and onboarded you as a client, we will notify you in writing when the Services are materially live and ready for you to use (the “Services Start Date”). On the Services Start Date, we will:
(a) open a Navro Wallet for you;

(b) allow you to credit your Navro Wallet;

(d) permit you to make Payment Orders and FX Transaction Orders.

4.5 You agree to inform us immediately where:

(a) your beneficial owners of more than 10% change;

(b) you are aware of the occurrence or likely occurrence of becoming the subject of an Insolvency Event or any event referred to in clauses 10.3(c) to 10.3(f).

5 ESTABLISHING YOUR IDENTITY

5.1 To comply with the requirements of the MLR 2017 (where the Services are provided by Navro UK) or the CJA 2010 (where the Services are provided by Navro EU) and related Applicable Law, it may be necessary for us to:
(a) obtain from you and retain in our records evidence of the identity of; and/or

(b) carry out an electronic verification check and/or credit check via a third-party provider on,

you and/or your directors, officers, shareholders, partners, trustees, beneficiaries, Administrators, Authorised Users and/or beneficial owners (as appropriate). If you do not provide us with the information or documentation we need, we are not satisfied with the information or documentation provided or the results of such checks, we reserve the right to refuse to accept any Orders from you and/or suspend or terminate any live Transactions. We shall keep records of the information and documentation and results of such searches in accordance with our usual procedures. You acknowledge that us carrying out electronic checks will leave a soft footprint on the relevant individual or entity’s credit history. You warrant that you have obtained the consent of each person which will be subject to such checks prior to accepting these Terms pursuant to clause 4.

5.2 We are obliged to report any reasonable suspicions we have about you or any Orders received from you to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the MLR 2017 (where the Services are provided by Navro UK) or CJA 2010 (where the Services are provided by Navro EU) and the Proceeds of Crime Act) to refrain from communicating with you and/or proceeding with your instructions, we shall have no liability for the consequences of being prevented from doing so.

6 SERVICES

6.1 Scope of services. We shall provide the following services to you from the Services Start Date, subject to and in accordance with these Terms:
(a) Electronic money services – as part of the services provided under these Terms, we shall issue you with Electronic Money, store your Electronic Money in your Navro Wallet and redeem Electronic Money both on your express instruction and in accordance with these Terms

(b) Foreign exchange services – we may execute FX Transactions in accordance with FX Transaction Orders submitted by you.

(c)Payment services – we may execute Payments Transactions with you in accordance with Payment Orders submitted by you.

6.2 Prohibited access points. You shall use any Services we provide to you in accordance with these Terms and Applicable Law, and shall refrain from using the Services via the internet in countries subject to sanctions imposed under Applicable Law and any other countries identified by us to you on our Website. You will advise us of the countries from which you will access the Services via the internet and provide 28 days’ notice if those countries change.

6.3 Our Services do not include the provision of advice. We do not offer advice under these Terms on any matter including the merits or otherwise of entering into any FX Transactions, on taxation, or markets. Although we may provide you with market information from time to time, this should not be taken by you to be advice. It is entirely for you to decide whether a particular Transaction and your instructions to us, are suitable for you and your circumstances.

6.4 Ongoing cooperation. The effective provision of the Services to you depends in part on your cooperation with us. Accordingly, you shall promptly cooperate with us and provide such information and take such acts as we require under Applicable Law, and under policies and procedures (including operating and security procedures) that we identify to you from time to time (the “Navro Policies”). Any information provided by you may, subject to clause 23, be shared with the service providers that we rely on in order to provide the Services to you.

6.5 Navro Technologies. We use various technologies and related assets to provide the Services, including our payment platform, the Hub and related APIs (such technologies and related assets being the “Navro Technologies”). We own, or are licensed to, all rights, title and interest in the Navro Technologies (including all Intellectual Property Rights therein). You shall not, save as may be expressly identified in these Terms, acquire any rights in or to any Navro Technologies through your use of the Services or otherwise under these Terms and you acknowledge that you have no right to have access to the source code form of any software forming part of the Navro Technologies. You can report incidents or problems relating to the Navro Technologies to us using the contact details in clause 2.2. We shall use our reasonable endeavours to resolve incidents or problems relating to the Navro Technologies as soon as is reasonably possible, provided that we may choose not to use such endeavours or provide any support in respect of an incident or problem that arises out of a breach by you of these Terms. In order to access the Navro Technologies you are required to download a two-factor verification tool.

6.6 Permitted use and licence of Navro Technologies. For the duration of these Terms, and in consideration of payment by you of the Charges, we grant to you a limited, worldwide, non-exclusive, non-transferable licence, without the right to sublicense, for you and your Administrators and Authorised Users to access and use the Navro Technologies as part of the Services in accordance with the terms of these Terms (and the terms of any other user manuals, policies and/or documentation which we may publish and/or make available to you from time to time in connection with the Navro Technologies (the “User Documentation”)). You shall use the Navro Technologies solely for your use of the Services in accordance with these Terms and the Navro Policies, and for no other purpose whatsoever. You shall not, and shall not seek to, copy, adapt, reverse engineer, decompile, disassemble, modify, create derivative works from, frame, mirror, republish, or make error corrections to any Navro Technologies, in any form or media or by any means. You shall not interfere with, disrupt, or cause damage to any user of our services, or any user or provider of any of the Navro Technologies, or any of our equipment.

6.7 You further undertake that, in connection with your use of the Navro Technologies pursuant to the licence granted to you in clause 6.5:
(a) you will not allow any of your Administrators or Authorised Users to access another Administrator’s or Authorised User’s account details relating to any Navro Technologies and shall ensure that reasonable policies and procedures are in place (in accordance with Good Industry Practice) in order to protect and safeguard Administrator’s and Authorised Users’ account details (including usernames and passwords);

(b) you shall permit us or our designated auditor to conduct audits to verify that your use of the Navro Technologies is in accordance with these Terms and the terms of any User Documentation. This audit may take place physically on your premises, or remotely, at our option, and we may deploy reasonable online audit tools via the Services for these purposes;

(c) you shall supervise and control use of the Navro Technologies and ensure they are used by your Administrators and Authorised Users only in accordance with these Terms and the terms of any User Documentation, and you shall remain fully responsible for ensuring that your Administrators and Authorised Users comply with such terms and conditions;

(d) you shall comply with all applicable technology control or export laws and regulations;

(e) you shall not access all or any part of the Services or Navro Technologies to build a product or service which competes with the Services or Navro Technologies;

(f) you shall not use the Services or Navro Technologies to provide services to third parties, except as envisioned by the Services in its normal operation or as specified herein;

(g) you shall not licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Navro Technologies available to any third party except the Administrators and Authorised Users;

(h) you shall not attempt to obtain, or assist third parties in obtaining, access to the Services or Navro Technologies, other than as provided under these Terms; and

(i) you shall not use the Services or the Navro Technologies to:
(1)distribute or transmit to us any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission; or
(2) store, access, publish, disseminate, distribute or transmit any material which:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property.

6.8 We reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of clause 6.6 and/or 6.7 and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services and/or Navro Technologies for the duration of time that the breach remains unremedied.

6.9 Your equipment. We reserve the right to modify and make changes to the Navro Technologies at any time as we deem necessary to comply with Applicable Law or business needs, provided that such modification or change shall not in our reasonable opinion materially degrade the functionality of the Navro Technologies. Where possible, we shall notify you of such modification or change as soon as is reasonably practicable following us determining to make the relevant modification or change. You must provide and/or obtain any equipment or telecommunications lines and links that are necessary for you to use the Navro Technologies, and you acknowledge that certain software and equipment used by you prior to a modification or change to the Navro Technologies may not be capable of supporting or connecting to certain features of the Navro Technologies after they have been modified or changed. For the avoidance of doubt, we are not responsible for providing you with any equipment or telecommunications lines and links that may be necessary for you to use any Navro Technologies.

6.10 Support Services. We shall, during the duration of these Terms, provide ongoing and reasonable email and telephone support in relation to the Navro Technologies to you during Standard Business Hours (the “Support Services”).

7 ADMINISTRATORS AND AUTHORISED USERS

7.1 You must have at least one Administrator at all times to act on your behalf. An Administrator may add and remove other Administrators or Authorised Users via the Hub or by submitting the relevant forms provided by us as well as communicate with us on your behalf. You shall appoint your first Administrator in the Client Details Form.

7.2 You must have at least one Authorised User who is authorised to provide us with Orders and otherwise communicate with us on your behalf.

7.3 You must provide us with the contact and identification details of all persons you wish to be Administrators or Authorised Users, in the manner reasonably requested by us.

7.4You agree that:

(a)your Authorised Users have the authority to provide instructions to us within their given roles for the provision of Services on your behalf as set out in this clause 7;

(b) we may rely on instructions given by the Administrator, and you will be bound by the actions of your Administrators, until you or your Administrator provide us with notice withdrawing or otherwise varying the authority of an Administrator;

(c) we may rely on instructions of your Authorised Users, and you will be bound by the actions of your Authorised Users until you or your Administrator provides us with notice withdrawing or varying the authority of an Authorised User;

(d)you remain liable for any acts or omissions of your Administrators and Authorised Users as if they were your own acts or omissions, and

(e)we may refuse access to any of your Administrators and/or Authorised Users if we have concerns about unauthorised or fraudulent access.

8 SECURITY

8.1 Security Credentials. After we accept and onboard you as our client, you will be assigned or asked to create security credentials that will act as a security mechanism when accessing the Navro Technologies (the “Security Credentials”). You may be asked for, or to use, these security credentials when communicating with us as part of our security procedures. You shall ensure that the Navro Technologies are only accessed by your Administrator and/or Authorised Users and you shall, and shall ensure that your Administrator and/or Authorised Users shall, keep your Security Credentials safe and secure. We may contact you for additional verification, using the telephone number we have for you and which we reasonably believe to be secure.

8.2 You must take all reasonable precautions to prevent fraudulent use of the Services, including by safeguarding the Security Credentials and security procedures in accordance with this clause 8. If you have any knowledge or any suspicion that any of these Security Credentials or security procedures have been stolen, misappropriated, improperly disclosed, used without authorisation or otherwise compromised you must contact us immediately using the details set out in clause 2.2.

8.3 Without prejudice to clauses 18.1 and 18.2, you shall immediately notify us using the contact details set out in clause 2.2 if you are aware of any irregularities or suspicious or unlawful activities relating the Services, or are aware or believe that the Services, Navro Wallet and/or Navro Technologies have been accessed or used without authorisation or have otherwise been compromised.

8.4 Security procedures. Upon receipt of an offer, instruction or request from you, security procedures may be used to verify that that offer, instruction or request is from you. You shall follow such of the security procedures as we may require from time to time. The purpose of the security procedures is to verify the authenticity of, and not to detect errors in, the relevant offer, instruction or request. You shall safeguard the security procedures communicated to you and make them available only to your Administrators and/or Authorised Users. Any offer, instruction or request, the authenticity of which has been verified through the security procedures, shall be effective as that of you, whether or not authorised. If there is any discrepancy between an initial offer, instruction or request and your confirmation of that offer, instruction or request through the security procedures, the initial offer, instruction or request shall prevail. Any offer, instruction or request may be declined if security procedures are not followed or if we are not satisfied with any confirmation.

8.5 Suspected fraud. We may suspend your access to our Services without prior notice to you should we have reason to believe that you are using the Navro Technologies for fraud or attempted fraud or if we believe your Security Credentials have been compromised or used in any way which is contrary to these Terms or for the prevention of financial crime. In the event we suspend your access to our Services we will contact you using the telephone number we have for you and which we reasonably believe to be secure, unless we determine that we are prohibited from doing so pursuant to Applicable Law. We will resume your access to our Services as soon as practical after the reasons for stopping its use cease to exist.

9 PLACING ORDERS

9.1 How to place an Order. Subject to clauses 8.4 and 11, an Authorised User can place an Order using (and only using) the Navro Technologies by following the step-by-step procedures prescribed by the Navro Technologies. Such placing will be deemed by us to be your consent to enter into the relevant FX Transaction and/or a Payment Transaction.

9.2 Acting on an Order. We are entitled (but not obliged) to act upon Orders which are, or reasonably appear to be, from an Authorised User or Authorised Connection. We shall not be liable to you for us acting upon an Order which reasonably appeared to us to be from an Authorised User or Authorised Connection. We reserve the right to verify any Orders received or appearing to be received from an Authorised User by using details provided by you or an Authorised User.

9.3 Records of actions. It is your responsibility to monitor and maintain records of the actions of your Authorised Users and actions made via an Authorised Connection.

9.4 Trading Hours. You will be able to place Transaction Orders and we will execute the Transactions subject to these Terms, during our Trading Hours. You will be able to create drafts of Transaction Orders any time.

10 FX TRANSACTIONS

10.1 Acceptance of FX Transaction Orders and execution of FX Transactions. Once the FX Transaction Order has been accepted, we will execute the FX Transaction at the Exchange Rate. We may refuse to accept an FX Transaction Order for the reasons set out in clause 10.3.

10.2 Order fails to execute. If your FX Transaction Order fails to execute for the reasons set out in clause 10.3, we will let you know using the contact details referred to in clause 2.3 and we will re-apply the monies to your Navro Wallet as soon as reasonably practicable.

10.3 Refusal to execute an Order. We may refuse to perform or may close out all or any part of any FX Transaction Order, without incurring any liability to you for losses that may be sustained as a result and without giving notice to you or receiving any instructions from you, upon or at any time after the happening of any of the following events:
(a)you fail to have enough Sell Monies in your Navro Wallet to meet your financial obligations to us when due under these Terms or any FX Transaction;

(b) where we reasonably determine that there was a manifest error with the foreign exchange rate we provided to you;

(c)you fail in any respect to fully and promptly comply with any obligation under these Terms;

(d) if any of the representations made in these Terms or any information supplied by you is or becomes materially inaccurate or materially changed;

(e) if it becomes or may become unlawful for us to maintain or give effect to all or any of our obligations under these Terms or otherwise to carry on our business;

(f) if we or you are requested not to perform or to close out a FX Transaction (or any part thereof) by any governmental or regulatory authority whether or not that request is legally binding;

(g) if you become the subject of an Insolvency Event; or
(h) we consider it necessary to do so for our own protection including in the following circumstances:
(i) if we suspect illegal activities, fraud or money laundering;
(ii) protection from your default;
(iii) protection from market failure;
(iv) protection from adverse or volatile market conditions; or
(v)protection from loss by us.

10.4 If, after refusing to perform or after closing out a FX Transaction pursuant to clause 10.1, we are holding excess funds as a result of foreign exchange currency movements, we reserve the right to retain these excess funds.

10.5 By initiating an FX Transaction under these Terms, you understand and acknowledge that:

(a)if you do not hold the correct amount of Sell Monies in your Navro Wallet at the correct time, this may result in the FX Transaction being terminated or the Buy Monies not being made available on time;

(b)foreign exchange rates are subject to fluctuations outside our control, historical prices are not a reliable indicator of future prices, and we cannot predict future exchange rates;

(c) Sell Monies used to purchase Buy Currency pursuant to a FX Transaction are redeemed through such purchase and following such redemption shall not constitute Electronic Money due to you; and

(d) following the completion of a FX Transaction, the relevant Buy Monies shall constitute Electronic Money due to you and be credited to your Navro Wallet (subject to clause 10.11(b).

10.6 We will always contract directly with you when entering into FX Transactions with you. We do not act on your behalf or as your agent when purchasing currency from our counterparties.

10.7 You do not have any right to cancel any FX Transaction under the Financial Services (Distance Marketing) Regulations 2004 (as amended) (where the Services are provided by Navro UK), or under the European Communities (Distance Marketing of Consumer Financial Services) Regulations 2004 (as amended) (where the Services are provided by Navro EU). However, you may, with our consent, close-out a FX Transaction prior to the Value Date. In such an event, you will be liable for all of the costs, expenses and losses and interest at the Default Rate, relating to the close out of the FX Transaction, including any action we may take or have taken to cover or reduce our exposure, as a result of us entering into such FX Transaction (including the actual or hypothetical costs of unwinding any hedging arrangements relating to such FX Transaction).

10.8 We may provide you with quotes for FX Transaction Orders from time to time. However, currency exchange rates are continuously changing, sometimes dramatically. Accordingly, whilst we issue every quote in good faith, we cannot guarantee that a certain exchange rate will be available to you when you go to place your FX Transaction Order.

10.9 We will execute an FX Transaction at the exchange rate we are able to obtain from a wholesaler at the time of executing the FX Transaction plus our mark-up which is set out in the Pricing Form (the “Exchange Rate”).

10.10 Subject always to these Terms, we may enter into Spot FX Transactions with you for any purpose.

10.11 You agree to take delivery on the Value Date of:

(a) the full amount of Buy Monies into your Navro Wallet; or

(b)where the delivery method specified in clause 10.11(a) is not available, funds equal in value to the Buy Monies into the Beneficiary Account, and in such circumstances we shall endeavour to transfer the funds as soon as reasonably practicable.

10.12 If you enter into a FX Transaction with a Value Date in the future, you may change the date upon which Buy Monies are credited to your Navro Wallet with our consent and subject to the terms that we make you aware of (which may require you to terminate the current FX Transaction and submit a new FX Transaction Order). Please contact us if such a change is required by you, using the contact details referred to in clause 2.3. Note that you will be liable for all of the costs, expenses and losses and interest at the Default Rate, relating to the close out of the current FX Transaction as set out in clause 10.7.
11 PAYMENT TRANSACTIONS

11.1 Subject to clause 12.10, you or an Authorised User may from time to time provide Payment Orders to us in accordance with clause 8.5. The Payment Order must confirm the amount and currency of the money or Electronic Money (as appropriate) you wish to transfer to the Beneficiary and the following details (the “Unique Identifiers”):

(a)if the Beneficiary Account is a Navro Wallet, the Account ID for that Navro Wallet;

(b) if the Beneficiary Account is not a Navro Wallet, the full name and address of the Beneficiary, as well as the account details of the Beneficiary and the Beneficiary’s payment service provider, which shall be:

(1)the sort code and account number, where the Beneficiary’s payment service provider is located within the Territory; or

(2)the IBAN and SWIFTBIC, where the Beneficiary’s payment service provider is located outside the Territory; and

(3)such other details that we request from you.

11.2 If you think that you have provided incorrect Unique Identifiers, you must contact us immediately using the contact details set out in clause 2.2.
Subject to clause 12.10, a Payment Order shall be deemed to be received at the time at which it is received by us, except that:
(a) where the Payment Order is received:
(i) on a day which is not a Business Day; or
(ii) after 4pm, London time on a Business Day (where the Services are provided by Navro UK, or after 4pm, Dublin time on a Business Day (where the Services are provided by Navro EU),
we have the right to treat your Payment Order as having been received on the next Business Day; and

(b) if the Payment is to be made on a specified day in the future (for example on the Value Date of the FX Transaction), your Payment Order shall be deemed to be received on the specified day provided that:
(i) the specified day is a Business Day; and
(ii) we hold enough Electronic Money in your Navro Wallet in the correct currency by midday on that specified day to execute the Payment.
For the avoidance of doubt, your Payment Order shall be deemed to be received on the next Business Day where the specified day in the future is not a Business Day, and you shall not be able to provide (and so we shall not receive) a Payment Order where the proviso in (ii) is not satisfied.

11.4 Following receipt of a Payment Order, we may:
(a) refuse that Payment Order and if we do so, we shall (unless it would be unlawful for us to do so) notify you of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that led to that refusal. Such notification shall be given to you as soon as practicable following the refusal. We shall be deemed not to have received the Payment Order for the purposes of clause 11.3 where we have refused to execute a Payment; and/or

(b) request further confirmation or information from an Authorised User of any Payment Order, including if we consider that such confirmation or information is desirable or that a Payment Order is ambiguous.

11.5 You may not withdraw a Payment Order after it has been received by us except if you have agreed with us that the Payment is to be made on a specific day in the future and the withdrawal of consent is received by us prior to the end of the Business Day preceding the specified day for the making of the Payment. We may charge you the Administration Charge for any withdrawal of a Payment.

11.6 Any withdrawal of a Payment Order, in accordance with clause 11.5, must be received by us using the contact details set out in clause 2.2.

11.7 Subject to clause 11.4(a) and clause 11.8, where the Payment is denominated in and the delivery method chosen:

(a) euro or sterling, we shall ensure that the amount of the Payment is credited to the Beneficiary’s payment service provider’s account by the end of the Business Day following that on which your Payment Order was deemed to be received;

(b) a currency other than euro or sterling but the account of the Beneficiary’s payment service provider is located within the Territory, we shall ensure that the amount of the Payment is credited to that account by the end of the fourth Business Day following that on which your Payment Order was deemed to be received; or

(c) a currency other than euro or sterling and the account of the Beneficiary’s payment service provider is located outside the Territory, we shall endeavour to ensure that the Payment is actioned as soon as is reasonably practicable.

11.8 Where the Services are provided by Navro UK and you placed a Payment Order for a Payment Transaction denominated in sterling to be wholly executed in the UK, and we establish, no later than the end of the Business Day following the time of receipt of your Payment Order, that there are reasonable grounds to suspect the Payment Order has been placed subsequent to fraud or dishonesty perpetuated by a third party, we may delay crediting the amount of the Payment Transaction to the account of the Beneficiary’s payment service provider for no longer than the end of the fourth Business Day following the time we received your Payment Order, for the purpose of contacting you of other relevant third party to make further enquires in order to establish whether we should execute the Payment Order. Unless it would be unlawful for us to do so, we shall notify you, no later than the end of the Business Day following the time we received your Payment Order, of the fact and reasons of the delay and of any information required of you to enable us to decide whether to execute the Payment Order.

12 NAVRO WALLET

12.1 General. The Electronic Money in your Navro Wallet will not be invested or lent to third parties, will not accrue interest and will be safeguarded as explained in clause 14. The Electronic Money in your Navro Wallet will not be covered by the Financial Services Compensation Scheme (where the services are provided by Navro UK) nor by the Deposit Guarantee Scheme (where the Services are provided by Navro EU).

12.2 Payins. You can credit your Navro Wallet by:

(a) bank transfer in the correct currency to the account details of which we shall provide to you; or

(b) through the completion of a FX Transaction whereby we have credited the Buy Monies to your Navro Wallet.

12.3 Someone other than you may credit your Navro Wallet by:

(a) sending money to your Navro Wallet from their own Navro Wallet; or
(b) bank transfer to the account that we stipulate, having complied with our requirements for any additional information and documentation relating to the relevant bank transfer.

12.4 If you or someone else send money to the wrong account by mistake when trying to credit your Navro Wallet you or them should contact the financial institution you or them sent the money from.

12.5 We will credit your Navro Wallet at the time your money has arrived with us in cleared funds. You can check this using the Hub.

12.6 Navro has different bank accounts to accept money from clients in different currencies. If you send money in one currency to a Navro account denominated in a different currency, this money will be automatically converted into the currency of the Navro account you sent the money to using the exchange rate of the receiving bank.

12.7 We will deduct money from your Navro Wallet when:
(a) you owe it to us, for example, money you owe as a part of a FX Transaction and fees; and
(b) it becomes subject to a Payment.

12.8 Payouts. You can send money in your Navro Wallet to an account you hold with another financial institution by entering into a Payment Transaction and providing your own account details as the Beneficiary Account details.

12.9 We can hold money in your Navro Wallet indefinitely. However, if you have not used the money in your Navro Wallet for more than 3 years, we shall try to contact you, using the details referred to in clause 2.3, to establish whether you want to leave it there or enter into a FX Transaction or a Payment Transaction. If we are unable to get in touch with you, we reserve the right to send the money in your Navro Wallet, less our costs, to the last known bank account we have on file for you. Any money will be converted to the currency this bank account is denominated in using our standard rate as set out in the Pricing Form.

12.10 Positive Balance. There must be enough Electronic Money in the correct currency in your Navro Wallet to for you to be able to submit an Order and for us to execute a Transaction.

12.11 We may collect money you owe us by debiting it from your Navro Wallet or by issuing you with an invoice requesting you to make payment into a specified bank account. Where you are obliged to pay us money under these Terms or any Transaction, your obligation is to ensure that you hold enough Electronic Money in your Navro Wallet so that we can debit it from your Navro Wallet.

12.12 All funds standing to the credit of your Navro Wallet may be appropriated by us if we incur any liability in respect of any Transaction or in the event that you are unable to pay sums due to us or breach any of these Terms.

12.13 If you fail to have enough money credited to your Navro Wallet on time so that we can debit money you owe us, in full or in part, then (without prejudice to any other right or remedy that may be available to us under these Terms or Applicable Law):

(a)we may charge you interest on the overdue amount at the Default Rate from the date payment is due until the date payment is made; and

(b)we will be entitled to terminate these Terms.

12.14 Closure. You may close any of your Navro Wallets by informing us in writing. You must have a nil balance and not have any disputes or chargebacks which are still pending at the time of the closure by withdrawing any balance on your Navro Wallet prior to instructing the closure. Should there be any negative balances or liens placed onto your Navro Wallets due to outstanding disputes or chargebacks, these will need to be removed or resolved before the closure. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal of your funds. For any assistance required please contact us using the details referred to in clause 2.2 and we will attempt to assist you as far as is reasonably practicable. After the closure of your Navro Wallet(s), you will no longer be able to access it. You will be able to create a new Navro Wallet via the Navro Technologies.

13 THE HUB

Details of each FX Transaction and Payment Transaction will be accessible in a Durable Medium via the Hub for a period of one year from the Value Date.

14 SAFEGUARDING

14.1 Navro implements and maintains procedures and measures designed to safeguard your funds and we fully comply with the relevant safeguarding requirements of Applicable Laws, as well as instructions of the Regulator.

14.2 Safeguarding means that we shall hold an amount of money, which is of the same value as the amount of Electronic Money in your Navro Wallet, in a bank account separate from our own business bank account (our “Designated Safeguarded Bank Account”) so that in the unlikely event that we get into financial difficulties, the money which we safeguard will be protected from the claims of our creditors and it should be returned to you in full less the insolvency practitioner’s fees in distributing the safeguarded funds.

14.3 When we receive money for your Navro Wallet, we issue Electronic Money, credit your Navro Wallet and we immediately segregate the equivalent amount of money. The money is segregated from any other funds that we hold and at the end of the Business Day following the day on which the money is received by us, it is placed into a Designated Safeguarded Bank Account with an Authorised Credit Institution (as defined by the Regulations).

14.4 When Electronic Money is debited from your Navro Wallet to satisfy any debt owing to us pursuant to a FX Transaction, it is redeemed and the equivalent amount of money representing that Electronic Money is no longer safeguarded by us on your behalf. This means that in the unlikely event that:

(a) we become insolvent between the Transaction Date and the Value Date of the FX Transaction; and

(b) the full amount of Buy Monies is not sent to you or your desired Beneficiary after we go insolvent,

to get the money you have paid us back, you will need to add your name and details to the list of creditors in the insolvency. In this circumstance you may not receive all of your money back.

15 CHARGES

15.1 For the Services provided by us to you shall pay the charges set out in the Pricing Form (the “Charges”).

15.2 We make a profit from executing the Transactions for you. In the case of the FX Transactions, the rate at which we purchase money in different currencies from our wholesale providers is better than the rate at which we sell money in different currencies to you. In the case of the Payment Transactions we charge a fee per Payment Transaction.
Depending on the Charge, we will either invoice it or deduct from Payment. Save as otherwise agreed between you and us in writing or specified else in these Terms, the Charges relating to Payment Transactions will be invoiced and the Charges relating to FX Transactions will be deducted from Payment. Where a Charge is:

(a)‘invoiced’, we shall invoice you for the relevant Charge monthly in arrear and you shall pay each invoice within 30 days from its receipt by you; or
(b) ‘deducted from Payment’, we shall deduct the relevant Charge directly from the payment to which that Charge relates. You may be required to, when effecting the relevant payment, pay an additional amount equal to the Charge so as to ensure that, following our deduction, the originally intended value of the payment is maintained.

15.4 Save as otherwise agreed between you and us in writing or specified elsewhere in these Terms, all Charges payable by you to us shall be payable (a) if the Services are provided by Navro UK, in pounds sterling, or (b) if the Services are provided by Navro EU, in euro. Any calculation of Charges requiring a currency conversion shall apply the Charges Exchange Rate on the last Business Day of the invoicing period. We may set off any amount you owe to us against any sums owed by us to you.

15.5 If you reasonably believe that you have received an incorrect invoice, you may, within 15 days of receiving such an invoice (or such other period as may be agreed with us in writing in respect of that invoice), notify us in writing stating the reason(s) why the invoice is believed to be incorrect (provided that you must pay any part of the amount of such invoice which is not in dispute). Following our receipt of a written notice disputing an invoice (or part thereof), you and we shall, acting reasonably and in good faith, use all reasonable endeavours to promptly resolve the dispute. Upon resolution of the dispute, you shall pay any remaining amount that is properly due and owing under the invoice within 30 days.

15.6 If you do not pay any amount properly due to us by the relevant due date for payment, you shall pay interest on the overdue amount to us at the Default Rate, which interest shall accrue from the date on which such amount becomes due until payment. If any amount properly due to us remains unpaid for 30 days or more following the due date for payment, we may suspend or terminate your access to the Services.

15.7 All amounts payable by you to us are stated exclusive of any applicable value added tax and similar fiscal charges, which shall be payable by you in addition. You shall also pay or reimburse us for any other taxes which we are required to account for in connection with the Services under Applicable Law (other than taxes imposed on our overall net income).

15.8 Any transfer of funds (whether resulting from a Transaction or otherwise) may be liable to taxation in the Territory or in any other applicable jurisdiction. Without prejudice to clause 15.7, it is your responsibility to ascertain the applicability and extent of any taxation and to declare and pay any applicable tax on any such sums.

15.9 In the event that we are required to withhold any sums in respect of any tax or other claim by any court, regulation or taxing entity in any applicable jurisdiction, we shall be permitted to do so. We shall have no obligation to account to you in respect of sums so withheld. All payments from you to us shall be in full, without set-off or counterclaim, and free of any withholding or deduction related to any tax or other claim (collectively, a “Deduction”), unless a Deduction is required by Applicable Law. If any Deduction is required by Applicable Law in respect of any payment, you shall: (a) ensure that the Deduction is made; (b) pay the amount of the Deduction as required by Applicable Law; (c) increase the payment in respect of which the Deduction is required so that the net amount received by us after the Deduction shall be equal to the amount which we would have been entitled to receive in the absence of any requirement to make any Deduction; and (d) deliver to us, within 21 days after you have made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted.

15.10 In some circumstances a number of intermediaries (such as correspondent banks) may be involved in an international transfer of money, and such intermediaries may charge fees and expenses. The charges will in most cases (but not always) be deducted prior to its delivery. These charges are beyond our control and whilst we will endeavour to minimise these for you wherever possible, those charges sometimes cannot be calculated in advance. You hereby acknowledge that you shall be liable for these charges.

16 OUR REPRESENTATIONS AND WARRANTIES

16.1 We represent and warrant that:
(a) we have the right, and authority to enter into these Terms and to perform all of our obligations under these Terms;
(b) the Services and the Navro Technologies will be provided in accordance with generally accepted industry standards;
(c) we have used, and will continue to use, reasonable commercial efforts to provide the Services.

16.2 Disclaimer. Except for any warranties and representations set forth in these Terms, we make no representation, warranty or guarantees whatsoever, and hereby disclaim all representations, warranties and guarantees with respect to the Navro Technologies (in each case whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise), including any warranty: (a) of merchantability, fitness for a particular purpose, or non-infringement, (b) that the Navro Technologies will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error, (c) as to the results that may be obtained from the use of the Navro Technologies, or (d) as to the accuracy or reliability of any information obtained from the Navro Technologies.

16.3 You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Services and Navro Technologies have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to.

16.4 Occasionally, we may have to interrupt your use of Navro Technologies. In such case we will restore your access as soon as practicable.

17 YOUR REPRESENTATIONS AND WARRANTIES

17.1 You represent and warrant to us (such warranties and representations to be made both on the date you submit the Client Details Form in accordance with clause 4.1 and on each Transaction Date) that:

(a) you have the right, and authority to enter into these Terms and to perform all of our obligations under these Terms;

(b) all information, instructions and requests that you provide to us are complete, true, accurate and not misleading in any material respect;

(c)all sums which you send to us or are sent to us on your behalf (until these monies become due to us or are paid back to you) are and will remain owned by you and you have not created and will not create any charge or other encumbrance over or in respect of such monies;
(d) you are acting as principal and not as another party’s agent or representative;

(e) you are not prevented by any legal disability or subject to any Applicable Law from performing your obligations under these Terms and any related transactions contemplated by them;

(f) you have all necessary consents and have the authority to enter into an agreement under these Terms and subsequent FX Transactions and Payment Transactions, and if you are a body corporate, you are properly empowered and have obtained all necessary corporate or other authority pursuant to your constitutional and organisational documents; and

(g) you comply with all relevant laws, regulations, exchange control requirements and registration requirements.

17.2 You represent and warrant on an ongoing basis that, prior to submitting any Personal Data in connection with our Services to us:
(a) such Personal Data has been lawfully collected and processed by you;

(b) you have obtained such consents as may be required by Applicable Law or agreement, for us (and our Connected Persons) to process and use that Personal Data in connection with the provision of the Services (in the manner described in clause 22.2); and

18 LIABILITY FOR UNAUTHORISED, INCORRECTLY EXECUTED, NON-EXECUTED, DEFECTIVE OR DELAYED PAYMENT TRANSACTIONS AND APP SCAM PAYMENTS

18.1 Customer notifications. If all or part of a Payment Transaction we have executed on your behalf (i) did not reach the Beneficiary Account at all or within the timeframe set out in clause 11.7 and the Beneficiary Account is located in the European Economic Area or (ii) was not authorised by you or was incorrectly executed, you must let us know using the contact details set out in clause 2.2:

(a) if you are a Large Corporation, within four (4) months of the date the Payment Transaction was meant to have been executed, or

(b)if you are not a Large Corporations, within 13 months of the date the Payment Transaction was meant to have been executed.

18.2 If you are not a Large Corporation, upon learning or suspecting that you have fallen victim to an APP Scam you must report it to us promptly and, in any event, within 13 months after the last relevant payment was authorised by you.

18.3 Unauthorised and incorrectly executed Payment Transactions. Subject to clause 18.4, if we executed a Payment Transaction which was not authorised or we executed it incorrectly due to our mistake, we shall, by the end of the Business Day following the day on which we are made aware of the unauthorised or incorrectly executed Payment Transaction, refund the amount of the Payment Transaction to you and, where applicable, any charges or interest you have had to pay as a result of our mistake.

18.4 Our obligation under clause 18.3 shall not apply:

(a) if we reasonably believe that you, an Authorised User or anyone else on your behalf, acted fraudulently in respect of the unauthorised or incorrectly executed Payment Transaction;

(b)if you did not notify us in accordance with clause 18.1;

(c)if you failed with intent or gross negligence to comply with your obligations regarding (i) the use of your Navro Wallet or Navro Technologies or (ii) Security Credentials set out in these Terms; or

(d) as otherwise permitted in the Regulations.

18.5 Where the Services, your Navro Wallet or Security Credentials are used without your authorisation and we believe that that you were or should have been aware of the unauthorised use, you will be liable for any losses incurred by us in respect of any such unauthorised use prior to your notification to us in accordance with clauses 8.2 and 8.3:

(a)if you are a Large Corporation, without a limit;

(b)if you are not a Large Corporation, for (i) the first £35 of any unauthorised use where the Services are provided by Navro UK or (ii) the first €50 of any unauthorised use, where the Services are provided by Navro EU, unless, in either case, you acted fraudulently or with intent or gross negligence failed to comply with your obligations regarding (i) the use of our Navro Wallet or Navro Technologies or (ii) Security Credentials set out in these Terms, in which case you shall be liable without a limit.

18.6 Non-executed or defective Payment Transactions. Subject to clause 18.7, if we have not executed or incorrectly executed a Payment Transaction due to our mistake, will shall without undue delay refund the amount of non-executed or incorrectly executed Payment Transaction to you and, where applicable, any charges or interest you have had to pay as a result of our mistake.

18.7 Our obligation under clause 18.6 shall not apply:

(a) if we can prove that the Beneficiary and/or the Beneficiary bank or payment service provider received the correct amount of your Payment Transaction;

(b) if the information you provided is incorrect; or

(d) if the execution of a Payment Transaction would not comply with the Applicable Law.

18.8 Subject to clause 18.9, upon your request, we will immediately and without charge, make efforts to trace any non-executed or defectively executed payment and will notify you of the outcome.

18.9 If a Payment Transaction fails to execute or is executed incorrectly because (a) the information you provided is incorrect, or (b) the Beneficiary’s bank or payment service provider fails to process the Payment Transaction correctly, we shall use reasonable endeavours to recover the funds involved in the Payment Transaction. You shall be responsible for all costs incurred by us as a result or in connection with our investigations and/or recovery attempt, even if we are unable to successfully recover the funds.

18.10 Delayed Payment Transactions. Subject to clause 18.11, if we do not execute the Payment Transaction within the timeframe set out in clause 11.7 due to our mistake and the Beneficiary Account is located in the European Economic Area, we shall use our reasonable endeavours to request the Beneficiary’s bank or payment service provider to ensure that the credit value date for the Beneficiary Account is no later than the date the amount would have been value dated if the Payment Transaction had been timely executed.

18.11 Our obligation under clause 18.10 shall not apply:

(a)if we can prove that the Beneficiary and/or the Beneficiary’s bank or payment service provider received the correct amount of your Payment Transaction within the timeframe set out in clause 11.7;
(b) if the information you provided is incorrect; or
(c) if the Beneficiary’s bank or payment service provider fails to process the payment correctly.

18.12 APP Scam Payments. Subject to clause 18.13, we shall reimburse to you within 5 Business Days of your claim (unless we have asked you for more information) any Payment up to an amount of £85,000 if was authorised by you as part of an APP Scam and:

(a) the Payment was executed through the Faster Payments Scheme or CHAPS;

(b) the Payment was executed in the UK;

(d) the Payment was not to the beneficiary or for the purpose you intended.

18.13 Our obligation under clause 18.12 shall not apply where:

(a)you are a Large Corporation;

(b) the Payment was executed prior to 7 October 2024;

(d) save where you are vulnerable and your vulnerability had a material impact on your ability to protect yourself (i) you failed to have regard to specific directed interventions by us or a competent authority; (ii) you do not respond to our reasonable and proportionate requests for information to help us assess your reimbursement claim; or (iii) upon our request, you either do not consent to us reporting on your behalf, or do not report directly the details of the APP Scam to the police or other competent authority; or

(e) if you did not notify us in accordance with clause 18.2.

18.14If you are a Large Corporation, we won’t be responsible under this clause 18 for:

(a) any losses other than those that are due to us acting fraudulently or negligently, or deliberately failing to do something; or

(b)any losses other than those that are directly caused by our failure, whether or not those losses could reasonably have been expected.

18.15 The remedies set out in this clause 18 are your sole remedies for any unauthorised, incorrectly executed, non-executed, defective or delayed Payment Transactions or APP Scam Payments. Our liability under clauses 18.3, 18.6 and 18.12 shall not count towards the calculation of our liability under clause 19.5.

19 LIMITATION OF LIABILITY

19.1 Navro UK and Navro EU’s liability is several, which means that the Navro entity which is providing the Services to you under these Terms will be solely liable to you in accordance with these Terms.

19.2 Nothing in these Terms excludes or limits our or your liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence;

(d) any and all amounts properly due and payable under these Terms.

19. 3We shall not be liable to you for any indirect, consequential or special loss, or for any loss of profits, loss of sales, business or business opportunity loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software or data or information, or loss of or damage to reputation or goodwill, in each case whether we were aware or ought reasonably to have been aware of the possibility of any such loss or damage arising or not.

19.4 We shall not be liable for:

(a) a failure or delay in the provision of the Services to the extent such failure or delay is caused by your failure to comply with these Terms (including clause 6.4) or a Force Majeure Event.

(b) the non-execution or delayed execution of a Transaction, if a third party sends us money on your behalf but it is not credited to your Navro Wallet because you did not obtain our consent or they did not pass our due diligence requirements;
(c) any losses you incur as a result of you or a third party sending money to the wrong account or in the wrong currency when trying to credit your Navro Wallet;

(d) the non-execution or defective execution of a Transaction if any information you have provided in your Order is unclear, incomplete or incorrect;

(e) any loss in circumstances where erroneous duplicate payment instructions are sent to us by you or/and Authorised User;

(f) any delay in fulfilling a Transaction attributed to the late arrival of funds or instruction of payment relative to the cut-off times of the designated bank or for delays or faults due to the clearing banks or banking systems;

(g)any delays to the execution time for the Transaction to reach the Beneficiary’s payment service provider where that delay is caused by verification checks, including requests for further information;

(h) any delay in the Beneficiary’s bank or payment service provider processing the Payment or not making the funds available to the Beneficiary on the day that it receives payment;

(i) the non-performance of our obligations, delay in executing, or failure to execute, any Transaction or delay in crediting, or failure to credit, your Navro Wallet, if the performance of our obligations, execution of the Transaction or crediting of your Navro Wallet would not comply with Applicable Law;

(j) any errors or losses caused by third parties, including any bank or other institution that is part of the payment network used to provide the Services.

(k) any bank charges that you may incur in sending funds to or receiving funds from us.
19.5 Subject to clauses 18.15 and 19.2, our total aggregate liability to you for any and all claims, under or in connection with these Terms, whether in contract, tort (including negligence and breach of statutory duty) or otherwise shall not exceed an amount equal to the total Charges paid or payable by you to us during the twelve (12) month period preceding the date on which the first claim arose.

20 INDEMNITIES

20.1 Our indemnity. We shall indemnify you from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by you as a result of any action, demand or claim Navro Technologies infringe the Intellectual Property Rights of any third party (the “IPR Claim”), provided that we shall have no such liability if:

(a) you do not notify us in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

(b) you make any admission of liability or agree any settlement or compromise of the relevant IPR Claim without our prior written consent;

(c) you do not let us at our request and expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at our sole discretion;

(d) you do not take all reasonable steps to minimise the losses that may be incurred by you or by any third party as a result of the IPR Claim;

(e)you do not, at our request, provide us with all reasonable assistance in relation to the IPR Claim (at your expense) including the provision of prompt access to any of your relevant premises, officers, employees, contractors or agents;

(f) you possess or use Navro Technologies in combination with any other goods or services without our permission, which without such combination, no IPR Claim could or would have been made;

(h) Navro Technologies have been modified, other than by us or on our behalf.

20.2 If any IPR Claim is made or is reasonably likely to be made, we may at our option:

(a) procure for you the right to continue receiving the benefit of the relevant Navro Technologies or

(b) modify or replace the infringing part of the Navro Technologies so as to avoid the infringement or alleged infringement, provided Navro Technologies remain in material conformance to the User Documentation.

20.3 Our obligations under clause 20.1 shall not apply to Navro Technologies modified or used by you other than in accordance with these Terms or our instructions.

20.4 Your indemnity. You shall indemnify and hold us harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including lawyers’ fees) resulting from or in connection with: (a) our acceptance or execution of any request, direction or transaction in connection with the Services; (b) any claim arising from modification or use of the Services or Navro Technologies by you other than in accordance with these Terms or our instructions, (c) any claim brought against us by a third party or any investigation or adjudication of a Regulator that arises out of or relates to a breach of any representations and warranties given by you in these Terms, (d) our payment (directly or indirectly) of any taxes, interest or penalty otherwise due from you paid on your behalf, or for which we have no responsibility under these Terms, or (e) our reimbursement under clause 18.12 when we can reasonably prove that you or your Authorised User were party to the APP Scam or you claimed fraudulently or dishonestly to have been defrauded. Notwithstanding the foregoing, we shall not be indemnified to the extent resulting directly from our gross negligence, wilful misconduct or fraud.

20.5 No other warranties. All conditions, warranties and representations, whether express or implied, statutory or otherwise, in connection with the Services, are hereby excluded to the maximum extent permitted by Applicable Law, save as expressly set out in these Terms.

21 COMPLAINTS

21.1 If you feel that we have not met your expectations in the delivery of our Services or if you think we have made a mistake, please let us know. You may let us know by using the contact details provided in clause 2.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Regulator’s requirements. A copy of our complaints procedure is available upon request.

21.2 Where the Services are provided by Navro UK, if you are an eligible complainant and the complaint falls within the Financial Ombudsman Service’s jurisdiction, you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financial-ombudsman.org.uk. Where the Services are provided by Navro EU, if you are an eligible complainant and the complaint falls within the Financial Services and Pensions Ombudsman jurisdiction, you may be able to take your complaint to the Financial Services and Pensions Ombudsman should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from https://www.fspo.ie. Navro does not use alternative dispute resolution services.

22 DATA PROTECTION

22.1 In order to provide the Services we must process Personal Data. This includes Personal Data provided by you as well as any supplementary Personal Data collected by us. You acknowledge and agree that you and us shall each act as an independent Controller in relation to the Personal Data processed by you and us respectively in connection with these Terms. You shall comply with your respective obligations under applicable Data Protection Legislation.

22.2 We (and our Connected Persons) shall process Personal Data obtained in connection with these Terms in a manner described in these Terms, Privacy Policy, Cookie Policy, or as otherwise agreed between you and us in writing. In the Client Details Form you give your express consent to us (and our Connected Persons) accessing, processing and retaining Personal Data in connection with the provision of the Services in the manner described in this clause 22.2.

23 RECORDING OF CONVERSATIONS AND RECORD-KEEPING

You agree that we may record electronic communications (including email communications) between you and us and use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute and for the purposes of ensuring compliance with Applicable Law and the Navro Policies. If we make any recording or transcript, we may also destroy them in accordance with our usual procedures.

24 CONFIDENTIALITY

24.1 Restrictions on Confidential Information. Subject to clauses 24.2 to 24.5 (inclusive): (a) each of us and you (the “Recipient”) shall (and shall ensure that the Recipient’s Connected Persons shall) maintain the confidentiality of the Confidential Information of the other (the “Provider”) in the same manner that the Recipient (or the relevant Connected Person) maintains its own confidential information; (b) the Recipient shall not (and shall ensure that its Connected Persons shall not) disclose the Provider’s Confidential Information to any person other than the Recipient’s Connected Persons; and (c) the Recipient shall (and shall ensure that its Connected Persons shall) use the Provider’s Confidential Information only for the purpose of exercising or performing the Recipient’s rights and obligations under, or otherwise to give effect to, the Terms and the Transactions.

24.2 General exceptions. The Recipient (and its Connected Persons) may use and disclose the Provider’s Confidential Information as required: (a) by Applicable Law or courts of competent jurisdiction; (b) by governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the businesses of the Recipient (or the relevant Connected Person); or (c) to establish, exercise or defend claims, enforce legal rights, or satisfy the legal obligations of the Recipient (or the relevant Connected Person).

24.3 Our exceptions. You expressly acknowledge that we (and our Connected Persons) may use your Confidential Information: (a) to provide services to and manage and administer the relationship with you (including as envisaged under the Terms and Transactions); (b) for any operational, credit or risk management purposes; (c) for due diligence, verification or sanctions or transaction screening purposes; (d) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption; (e) to improve and develop products or services, including using data analytics; (f) for compliance with any legal, regulatory or tax requirements or tax reporting or our industry standard, code of practice, or internal policies; or (g) with your prior consent.

24.4 Our disclosures. In connection with the uses referred to in clause 24.3, we (and our Connected Persons) may disclose your Confidential Information to: (a) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that we (or the relevant Connected Person) reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (b) to our (or the relevant Connected Person’s) professional advisors, auditors or public accountants; (c) our (or the relevant Connected Person’s) subsidiaries, affiliates and branches and its relevant parties referred to in (a) and (b) above; (d) to a proposed assignee of our (or the relevant Connected Person under any agreement it has with us); (e) governmental or regulatory or supervisory authorities, or law enforcement agencies with applicable jurisdiction; or (f) with your consent.
Acknowledgments. You acknowledge that: (a) permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsourcing arrangements and through networks, including networks owned and operated by third parties; and (b) we (and each of our Connected Persons) may process or store, or engage service providers to process or store Confidential Information on we (or its) behalf, both in our (or its) own premises and those of our (or its) services providers, located in, amongst others, the European Economic Area, the United States of America, India, the Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where we (or the relevant Connected Person) or such service providers conduct business.

25 TERMINATION AND SUSPENSION

25.1 Duration: These Terms shall come into force as stated in clause 4 and shall remain in force indefinitely until terminated in accordance with these Terms.

25.2 Termination for convenience. We can terminate these Terms at any time for convenience by giving you not less than 90 days’ written notice. You can terminate these Terms at any time for convenience by giving us not less than one (1) month’s written notice.

25.3 Termination for cause. Either of us may terminate these Terms if the other party: (a) commits any material breach of these Terms and, if such breach is remediable, fails to remedy it within 30 days after receipt of written notice of the same, or (b) becomes the subject of an Insolvency Event.

25.4 Suspension: We can suspend your access to the Navro Technologies (including Navro Wallet(s)), restrict its functionality at any time with immediate effect if: (a) you haven’t given us the information we need or we believe that any of the information that you have provided to us was incorrect or false; (b) a Transaction has been declined because of a lack of available funds in your Navro Wallet(s), or you do not repay money that you owe to us; (c) you fail to meet any KYC, AML, or other due diligence checks conducted by us at any time; (d) in our reasonable opinion your financial position or credit rating deteriorates to such an extent that your ability to adequately fulfil your obligations under these Terms, or our ability to comply with Applicable Law as a result of such deterioration, is placed in jeopardy; (e) we are required to do so under Applicable Law or where we believe that continued provision of the Navro Technologies to you may be in breach of Applicable Law; or (f) we cannot process some or all of your Transactions or Payments due to the actions of third parties. In the event that we do suspend your access to Navro Technologies or any payment service associated with it (including suspending your Navro Wallet(s)), then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards.

25.5 Additional grounds for termination. You or we may terminate these Terms at any time without prior notice if: (a) a financial regulator, regulatory or government agency, or law enforcement agency posts a warning with regard to you or us; or (b) any governmental, regulatory, or judicial authority directs or requests us or you to terminate these Terms or a Transaction. You or we may terminate these Terms with immediate effect on notice if we rejected you as a client in accordance with clause 4.3. We may terminate these Terms at any time without prior notice where (a) you fail to meet any KYC, AML, or other due diligence checks conducted by us at any time; (b) we have reason to believe that you are engaged in fraud, money laundering, or terrorist financing or where we have reason to believe that you may cause us to breach Applicable Law or our internal risk policy; (c) you haven’t given us the information we need or we believe that any of the information that you have provided to us was incorrect or false; or (d) we are required to do so under Applicable Law or where we believe that continued provision of the Navro Technologies to you may be in breach of Applicable Law. We may also terminate these Terms at any time, immediately upon written notice to you, if (i) you infringe any of our Intellectual Property Rights (including any Intellectual Property Rights subsisting in the Services and/or Navro Technologies); or (b) in our reasonable opinion your financial position or credit rating deteriorates to such an extent that your ability to adequately fulfil your obligations under these Terms, or our ability to comply with Applicable Law as a result of such deterioration, is placed in jeopardy; or (c) you do not repay money that you owe to us.

25.6 Consequences of termination of these Terms. Upon the effective date of termination of these Terms: (a) you will immediately cease all use of the Navro Technologies and return any and all copies of any documentation, notes and other materials comprising or regarding the Navro Technologies; (b) any amounts owed by you to us under these Terms will immediately become due and payable; (c) each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement; and (d) to the extent permitted by Applicable Law, we will on request return to you any funds of yours which we hold. For the avoidance of doubt, termination of these Terms shall not affect any Transaction previously entered into (which shall continue until completed, closed-out or terminated in accordance with its terms) and termination of these Terms shall not relieve you or us of any outstanding obligations arising out of these Terms, nor relieve you of any obligations arising out of any Transaction entered into prior to such termination.

25.7 Termination of an individual Transaction. Termination of an individual Transaction shall not affect the existence of these Terms or any other Transactions which shall all be dealt with in accordance with their own provisions.

25.8 Survival. Clauses 1 to 3 (inclusive), 5, 8.2, 8.3, 12.10, 15, 18 to 25 (inclusive) and 26.1 to 26.8 (inclusive), 26.11 to 26.18 (inclusive), 26.21, 26.22, and any other provisions that by their nature are intended to survive termination of these Terms, will survive any expiration or termination of these Terms. Termination shall not affect any rights, liabilities or remedies arising prior to such termination.

26 GENERAL

26.1 What happens if we got the price wrong? It is always possible that, despite our best efforts, some of the FX Transactions or Payments Transactions we enter into with you may be incorrectly priced. We will normally check prices before accepting your Order. If we accept and process your Order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may reverse the Transaction and refund you any sums you have paid.

26.2 Even if we delay in enforcing under these Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms or a Transaction, or if we delay in taking steps against you in respect of your breach of these Terms or any Transaction, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to fulfil the Transaction, we can still require you to make the payment at a later date.

26.3 What if something unexpected happens? We shall have no liability to you under these Terms or any Transaction if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our or any other party’s personnel), failure of a utility service or transport or telecommunications network, failure of or the effect of rules or operations of a payment or funds transfer system, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default or sub-contractors (each, a “Force Majeure Event”), provided that you are notified of such an event and its expected duration.

26.4 If a court finds part of these Terms illegal, the rest will continue in force. Each of the clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

26.5 Entire Agreement. These Terms, and any documents referred to in them (including the Client Details Form and the Pricing Form), constitute the whole agreement between us and you and supersede any previous arrangement, understanding or agreement between us and you relating to the subject matter that these Terms and such documents cover.

26.6 Do any other terms apply? We may publish other terms and conditions or notices from time to time, such as those which may apply more generally to use of our Website. You should look out for these when visiting our Website.

26.7 We are not partners and neither of us may act as the other’s agent. Nothing in these Terms is intended to or shall operate to create a partnership, joint venture or fiduciary relationship between you and us, or authorise either us or you to act as agent for the other, and neither us nor you shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26.8 Third party introducers. We may, at our discretion, make payments to third party introducers.

26.9 We can make amendments to these Terms. We may amend these Terms and the details (including the Charges) specified in the Client Details Form or the Pricing Form, by giving you no less than two (2) months’ notice in writing. If you object to the proposed amendments, you have the right to terminate these Terms without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate these Terms before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. For the avoidance of doubt, the termination of these Terms by any means by you, shall not affect any Transaction nor any rights or obligations that have already arisen at the date of the termination.

26.10 If you are a Large Corporation some of the provisions set out in the Regulations do not apply to you. Where you are a Large Corporation and the Services are provided by Navro UK, all Regulations under Part 6 and Regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 86(2A) to (2D), 91, 92, 94 and 94(A) of the Payment Services Regulations 2017 shall not apply to you. In addition, a different time period will apply with respect to Regulation 74(1), as set out in these Terms. Where you are a Large Corporation and the Services are provided by Navro EU, all Regulations under Part 3 and Regulations 86(1) and (2), 88(5) and (6), 96, 98, 100, 101, 104, 112 of the European Union (Payment Services) Regulations 2018 shall not apply to you. In addition, a different time period will apply with respect to Regulation 95(1), as set out in these Terms.

26.11 Can you obtain a copy of these Terms or additional information? You may request and we shall provide a copy of these Terms and any information set out in Schedule 4 of the Payment Service Regulations 2017 (where the Services are provided by Navro UK) or Regulation 76 of the European Union (Payment Services) Regulations 2018 (where the Services are provided by Navro EU) at any time prior to termination of these Terms, at least once a month, free of charge. If you request information or materials which are not provided as part of the Services or are not otherwise required to be provided to you for free or subject to a maximum charge in accordance with Data Protection Legislation, Navro may accept, or decline the request and may charge an Administration Charge to fulfil such request.

26.12 We may transfer this agreement to someone else. We may at any time assign or subcontract (as applicable) any or all of our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

26.13 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing. This includes creating any form of security or other third-party interest in respect of such rights or obligations.

26.14 Nobody else has any rights under these Terms. This contract is between you and us. No other person shall have any rights to enforce any of its terms (including where the Services are provided by Navro UK, any rights under the Contracts (Rights of Third Parties) Act 1999.)

26.15 Methods and timing of receipt of notices. A notice issued pursuant to these Terms shall be in writing and shall be deemed to have been received if sent:

(a)via the messaging facility of the Navro Technologies, at the time of the transmission if this is during Standard Business Hours or otherwise at 9.00 am on the Business Day after transmission, and provided that an email is also sent within 3 hours of message transmission to the message recipient (using the relevant contact details referred to in clause 2) to notify them of the message sent via the Navro Technologies;

(b)by email to the relevant contact details referred to in clause 2, at the time of the transmission if this is during Standard Business Hours or otherwise at 9.00 am on the Business Day after transmission; or

(c) by post to the relevant contact details referred to in clause 2, at 9.00am on the second Business Day after the day on which the letter was deposited in the post for recorded delivery. No other means of postal sending shall be valid.

26.16 For the avoidance of doubt, telephone is not a valid means of issuing a notice pursuant to these Terms.

26.17 The notice provisions in these Terms do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26.18 Further steps. You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms and any Transaction entered into under them.

26.19 No announcement. Neither we nor you shall issue a press release or public announcement relating to the business relationship between us and you without the written consent of the other.

26.20 Promotion exception. Notwithstanding clause 26.19, we may include your name, logo and contact information in directories of our service subscribers and other general promotional materials for the purpose of promoting the use of the Services generally. However, we shall immediately cease using your name, logo and contact information if you request us to do so.

26.21 Which laws apply? These Terms and any Transaction to which these Terms apply and any disputes or claims arising out of or in connection with these Terms or any such Transaction or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England (where the Services are provided by Navro UK) or Ireland (where the Services are provided by Navro EU).

26.22 Where you may issue proceedings under these Terms. The courts of England (where the Services are provided by Navro UK) or Ireland (where the Services are provided by Navro EU) have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) and any Transaction to which these Terms apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to these Terms.