Terms and conditions

Updated 11/09/2024

GENERAL TERMS AND CONDITIONS

About those conditions These are our general terms and conditions for all customers. Together with (i) any applicable special terms and conditions; (ii) any other terms and/or conditions agreed between you and us in writing, they form the terms of agreement between you and us for all products and services. You may access them from time to time using the Online Payment System provided by RVFINGROUP and/or third party service providers.

Before using the RVFINGROUP website and/or mobile application, please read these Terms and Conditions (hereinafter referred to as "Terms and Conditions") and our Policies: "Complaints Policy", "Data Privacy Notice", "User Privacy and Security", which form an integral part of these Terms and Conditions and are posted on the website/mobile application. If you do not agree to these Terms, please do not use the services of RVFINGROUP.

CONFLICTS OR INCONSISTENCIES

If there is any conflict or inconsistency between any provision of these General Terms and Conditions, the applicable individual Terms and Conditions and any other terms and conditions agreed to by the Parties in writing, the documents shall be construed in that order of priority:-.

(I)

any other terms and conditions agreed by the Parties separately in writing, electronically or accepted by the Client in the Online Payment System;

( II )

these General Terms and Conditions.

In the case that a conflict or inconsistency cannot be resolved by such construction, such conflict or inconsistency will be resolved in favor of RVFINGROUP. In the event of any inconsistency between different versions of the General Terms and Conditions, the latest version available on the website and/or mobile application of RVFINGROUP will be preferred.

1. DEFINITION

1.1.

In these Terms and Conditions for reference unless the context otherwise requires:

«RVFINGROUP ", "We", "Us", "Our", "Ours", "Related Companies", "Service Provider(s)" includes RVFINGROUP - RVFINGROUP sp. z o.o. with its registered office in Warsaw (Poland), as well as its respective agents, third party Service Providers, business partners, other persons assisting RVFINGROUP to conduct its business.

"API" means any "application programming interfaces" in relation to the Online Payment System that constitute a Service or are provided by RVFINGROUP as part of the Services. The API allows the Customer to access such services, including but not limited to:

(І) Setting up digital bank accounts;

( II ) Operations with virtual assets

(ІІІ) Balance and Transaction Listing;

(IV) Transaction processing for deposits, transfers and withdrawals;

(V) Physical and virtual card management.

(VI) Due Diligence and customer lifecycle management;

"Virtual Assets"» means cryptocurrencies, digital currencies, digital assets, cryptoassets or another similar term describing, for example, Tether or Binance Smart Chain (BSC), Bitcoin or Ethereum, or other assets.

"Fiat money" means currency issued by the government, designated as legal tender at the legislative level in the country of issue and suitable for exchange with each other.

"Currency", "Foreign Currency", "Digital Currency" are any type of means of payment, including fiat money and virtual assets.

" RVFINGROUP Data Privacy Notice " means the policy on RVFINGROUP’s handling of all confidential information for the purposes of sections 8 below.

" RVFINGROUP Complaints Policy " means the policy for RVFINGROUP to deal with any Customer complaints as the first avenue of dispute resolution.

"Authorized User" means any person, attorney or any representative authorized by the Customer to access the Online Payment System.

"Client, you, your, yours" means the person that has entered into this Agreement as a Party and using our services.

"Client Access Methods" means the unique passwords and user identification required to access the Online Payment System.

"Mechanism" means the settlement terms and currency trading limit(s) that RVFINGROUP may make available to the Client from time to time at its discretion. Further details of the Client's facility may be set out in a communication from RVFINGROUP and sent to the Client and/or otherwise communicated to the Client.

«Currency Transaction" means a set of instructions provided by the Customer whereby the Customer agrees to buy/sell/exchange RVFINGROUP a certain amount of funds in one currency and make payment with a certain amount of funds in any other currency authorized by the Online Payment System.

"Maintenance Balances" means the Client's funds held by RVFINGROUP as nominee for the convenience of RVFINGROUP receiving Instructions from the Client. Under this Agreement, funds may be held and managed by both the Client and RVFINGROUP. The Client is responsible for all risks (e.g. sudden fluctuations and/or volatility in the currency market) associated with maintaining a balance in one or more currencies. If RVFINGROUP does not receive timely instruction on the disposition of such funds, such funds may be converted into the Client's local currency at the Client's current exchange rate.

"Instruction(s) (Request)" means any request by Client for the provision of the Services to RVFINGROUP, including any request for the provision of the Services sent by post, email, facsimile, telephone instructions, Online Payment System(s) or other effective means as described herein. The instruction includes information on the type of currency and the amount the Customer agrees to buy/sell/exchange, and may also include other necessary details.

"Message" means a communication other than instructions sent by mail, email, facsimile, telephone, Online Payment System or other means.

"Online Payment System" means RVFINGROUP’s online system(s) and/or all application program interfaces (e.g. API) to said system(s) through which RVFINGROUP provides services to the Client, including, but not limited to, for making payments and/or processing money transfers.

"User Account","Customer Account" - the Customer's account assigned to him at the time of registration in the Online Payment System, which has a name and password.

"Neo Pay"- software, website, mobile application through which RVFINGROUP provides the services (or some services) stipulated by this Agreement.

"Party or Parties" means, separately or together, the Client and RVFINGROUP.

"Relevant Transaction" means any transaction(s) or operation(s) between the Client and RVFINGROUP carried out on the basis of the Client's Instruction.

"Services" means all financial and non-financial services provided or made available by RVFINGROUP, including but not limited to making payments by telegraphic transfer, direct debit, credit or bank draft, transactions with virtual assets (purchase, exchange, sale and other operations), currency transactions and other global payment solutions provided by RVFINGROUP in accordance with Client Instructions (as defined below), and any other basic services such as electronic services, provision of application programming interface (API) products, information, Service shall be construed as any of the above Services. Client shall also refer to the specific, separate and/or additional terms and conditions applicable to each particular Service, if they are available.

"Licenses" means the licences of RVFINGROUP and/or any service providers that are business partners of RVFINGROUP.

"Settlement" means the total amount, including the currency purchase price and any applicable fees and charges, payable by the Client to RVFINGROUP. If the Settlement is paid to RVFINGROUP electronically, the Client agrees that the Client may not withdraw the Settlement without the prior written consent of RVFINGROUP.

"Terms and Conditions" means this Agreement and any Appendices, Attachments, Schedules and/or Appendices that govern the relationship between the Parties relating to the ordering, delivery and receipt of the Services contemplated herein.

"Transaction" means any transaction (e.g. currency transactions, electronic payments, digital and/or currency conversion, etc.) that is requested by the Client in the Online Payment System in accordance with the Client's instructions and performed by RVFINGROUP as part of the provision of its services to the Client.

"Transaction Confirmation" means the confirmation transmitted to the Client by RVFINGROUP’s Online Payment System after the Customer has submitted instructions for any Transaction requested on the Online Payment System.

"Transaction Date" means the date on which RVFINGROUP executed an Instruction on behalf of the Client to receive or initiate a payment for a particular amount.

2. SERVICE PROVISION

2.1.

All services are provided by RVFINGROUP and its related companies and/or associated organizations in the relevant jurisdictions for the relevant services. All services covered by this Agreement are provided by RVFINGROUP to the Client in the RVFINGROUP Online Payment System. Upon registration by the Customer in the Online Payment System, the Customer is assigned an account in the Online Payment System and a balance, accessible through the Customer's Access Methods, allowing the Customer to send Instructions to RVFINGROUP.

Payment card service is provided by Quicko sp. z o.o. with its registered office in Tarnowskie Góry, ul. Sienkiewicza 49, 42-600 Tarnowskie Góry, Poland, https://www.quicko.pl/ . By using this service, You accept Quicko sp. z o.o. Terms of Use and Privacy Policy.

2.2.

All Clients must be able to access their balance using the customer access methods in the RVFINGROUP Online Payment System.

2.3.

By this the Client authorizes RVFINGROUP to accept, act and rely on any instructions that RVFINGROUP reasonably believes the Client has made for the provision of the Services.

2.4.

Before handing over the Instructions, the Client is responsible for ensuring that all information contained in the Instructions is complete, accurate and legible if provided in writing. If the Client subsequently becomes aware of any error in the Instruction, the Client must immediately notify RVFINGROUP in writing.

2.5.

Whereas all information provided by the Client to RVFINGROUP (including but not limited to Transaction Instructions or Confidential Information as defined below), during the account opening procedure, or any other documentation required by the Client as part of RVFINGROUP’s, "know-your-customer" and anti-money laundering due diligence or any other documentation provided by the Customer to RVFINGROUP shall be deemed to be true, correct and complete in all respects. The Customer agrees to notify RVFINGROUP immediately (and in any event no later than thirty (15) days from the date of the change) of any change in facts or circumstances which may render any information previously provided out of date, incorrect or false and to immediately provide any information or documentation that RVFINGROUP may in its sole discretion require to verify the authenticity of the updated information.

2.6.

In the event that the Client is unable to provide a timely, complete, accurate and legible Instruction, RVFINGROUP may place funds under the Instruction on the balance sheet as nominee for the Client pending receipt from the Client of the information required to complete the transaction. RVFINGROUP shall not be liable for any loss or damage suffered by the Client as a result of such delay.

2.7.

RVFINGROUP may choose to fail to act in accordance with any Instruction, act in accordance with RVFINGROUP’s interpretation of the Instruction, suspend and/or terminate the Client Access Methods if, in the opinion of RVFINGROUP:

(І)

the Instruction appears to be fraudulent or forged;

( ІІ )

instruction may violate any applicable law or regulation;

(ІІІ)

instruction is unclear, ambiguous or conflicts with another Instruction provided by Client, any common Client, any duly authorized representative or any person having authority or jurisdiction over Client's Access Methods (whether by court order or otherwise);

(ІV)

the Instruction may expose RVFINGROUP to claims, suits, proceedings, damages, losses, costs, expenses, liabilities or losses of any nature whatsoever, directly or indirectly, or RVFINGROUP has received notice of a claim or dispute over assets in the Online Payment System; or

(V)

RVFINGROUP does not provide the service or product specified in the Instructions.

2.8.

RVFINGROUP shall not be liable for any loss or damage which the Customer may suffer directly or indirectly as a result of RVFINGROUP acting in accordance with the above. RVFINGROUP may require Instructions or appropriate indemnity from all or any general Customer( s) or representatives before proceeding with any such Instructions.

2.9.

If the Client has appointed an authorized user, including an attorney, agent or authorized representative, to provide instructions to RVFINGROUP on its behalf, prior to RVFINGROUP receiving written notice of revocation of the authority of any said Authorized User, RVFINGROUP shall be entitled to continue to treat such persons as authorized to operate the account(s) Client in the Online Payment System and all obligations, liabilities, representations and warranties shall apply to the Client as if the Client were directly providing Instructions to RVFINGROUP.

2.10.

RVFINGROUP agrees to process the Transaction for the Customer as soon as commercially practicable (during normal business hours) after receipt of the Instruction. The parties agree that the transaction shall be deemed binding and final once RVFINGROUP (and/or one of its affiliated banks, if possible), generates a transaction identification number. Once the Instruction has been processed and a transaction confirmation has been generated, RVFINGROUP will provide the Customer to RVFINGROUP with a transaction confirmation. RVFINGROUP will initiate electronic funds transfer(s) upon receipt of the Settlement from the Customer to RVFINGROUP.

2.11.

The Client acknowledges and agrees that Customer to RVFINGROUP will charge certain fees for the Services. RVFINGROUP may change the fees charged to Customer to RVFINGROUP for the Services at its sole discretion at any time. Any changes will be effective from the date of the relevant notice on the website and/or mobile application of RVFINGROUP.

2.12.

Although RVFINGROUP may subcontract any part of its Services, RVFINGROUP remains responsible for the provision of the Services.

The Services hereunder may be provided pursuant to licenses from third party suppliers. Client's access to such services shall be on an "as is" and "as available" basis only.

2.13.

The Client understands that RVFINGROUP will not pay the Client interest on any funds held on behalf of the Client (i.e. funds awaiting instruction, funds held in balance for any reason, etc.). When the Customer uses the Services, the Customer irrevocably assigns and transfers to RVFINGROUP, as the case may be, any title that the Customer may claim to any interest that may accrue in respect of any funds held on behalf of the Customer, if it exists.

2.14.

The following provisions apply to combating money laundering and terrorist financing:

2.14.1.

The Client acknowledges that RVFINGROUP is obliged to act in accordance with all applicable laws to prevent money laundering, terrorist financing and to provide financial and other services to any persons or organizations that may be subject to sanctions. RVFINGROUP may take any action under or by reference to all relevant laws.

2.14.2.

In order to comply with said applicable anti-money laundering, anti-terrorist financing laws, as well as our policies, reporting requirements under applicable financial transaction laws and any requests by authorities, RVFINGROUP can be:

(І)

Prohibited from entering into or entering into certain transactions; and/or

( II )

should report suspicious transactions to local authorities.

2.14.3.

RVFINGROUP may intercept and investigate any payment, message and other information or communications sent to or by Client or on Client’s behalf and may delay, block or refuse to make any payment and such payment screening may cause a delay in processing certain information.

2.14.4.

RVFINGROUP not be liable for any loss arising from any action taken or any delay or failure by RVFINGROUP to perform any of our duties or other obligations caused in whole or in part by any step taken as set out above.

2.15.

The Client understands and agrees that RVFINGROUP will respond to any reasonable request by the Client for copies of historical transactions or other similar information; however, the costs associated with obtaining and providing such information shall be billed to the Client and calculated from the Client's balance.

3. CUSTOMER INSTRUCTIONS AND CURRENCY TRANSACTIONS.

3.1.

The Client may authorize RVFINGROUP to execute a transaction in a currency by providing an Instruction. RVFINGROUP may refuse any currency transaction at its discretion.

3.2.

In order for the Client to provide instructions to RVFINGROUP for a currency transaction, the Client must deposit the full amount of funds that can be transferred into the Online Payment System. RVFINGROUP will not extend credit to RVFINGROUP. RVFINGROUP will ensure that the relative value of the funds to be purchased or transferred by the Client to RVFINGROUP is maintained. Any funds sent by the Client and received by RVFINGROUP through the Online Payment System shall be deemed non-refundable and, unless otherwise agreed in writing between the Parties, will be applied to fulfill the Client's full payment obligation to RVFINGROUP for the relevant Currency transactions.

3.3.

Upon RVFINGROUP receiving the settlement, RVFINGROUP will deliver the funds in accordance with the Client's Instruction or, if no such instruction is provided for withdrawal of funds from the Online Payment System, to the Client's balance in the Online Payment System. The Client must initiate payments from its balance by providing an instruction to RVFINGROUP via the Online Payment System. The Client must provide RVFINGROUP with all necessary transfer details and instructions to RVFINGROUP to initiate payment.

3.4.

The prolongation of a transaction in currency is not allowed.

3.5.

Except as provided herein, Client understands that a currency transaction, once agreed upon and executed, cannot be terminated or canceled.

3.6.

The Client must immediately notify RVFINGROUP of its intentions to cancel its Instructions, and in any case to the execution of a Currency Transaction in the Online Payment System. In the event of a Currency Transaction being canceled, RVFINGROUP may terminate without notice to the Client the relevant Currency Transaction and/or any other pending Currency Transaction agreed between RVFINGROUP and the Client, without any liability to RVFINGROUP and/or take any other measures that RVFINGROUP considers appropriate to mitigate potential losses caused by the Client's late decision to cancel the relevant Currency Transaction Instructions. In the event of such termination, the Client agrees to pay to RVFINGROUP the amount of any damages and expenses incurred by RVFINGROUP in connection with the termination and cancellation of the Currency Transaction(s), if any. The above amounts shall be deducted from the Client's balance.

3.7.

If a currency transaction has been terminated in accordance with the above, the Client agrees that RVFINGROUP’s sole responsibility is to refund any amounts paid by the Client and received by RVFINGROUP that remain after deducting any amounts owed by the Customer to RVFINGROUP. In the event of any currency fluctuations or market instability, the amounts settled with the Customer shall be agreed between the Parties in advance.

4. TERMS OF USE OF ONLINE PAYMENT SYSTEM AND API

4.1.

In exchange for Customer's obligation to comply with this Agreement, upon Customer's request for access to the Online Payment System, Customer may be granted, while this Agreement is in effect, until Customer's access to the Online Payment System is terminated, a non-exclusive, non-transferable, and non-transferable right to use certain portions of the Online Payment System to facilitate Customer's use of the Services, where applicable (e.g., Customer to RVFINGROUP may grant Customer the right to use any API).

4.2.

The Client agrees that the Online Payment System and/or any associated API is and remains the exclusive property of RVFINGROUP and/or third party Service Providers. Accordingly, the Client may not redistribute, hack or disclose the source code of the Online Payment System and/or any associated API to any third party or authorize the use of the Online Payment System by any third party. Client shall not directly or indirectly decompile, disassemble, reverse engineer or otherwise attempt to obtain or recognize the source code or internal workings of the Online Payment System and/or any related API.

4.3.

Client understands the importance of security and agrees to use the Online Payment System and/or any related API solely in the normal course of Client's business and agrees to limit access to the Online Payment System and/or any related API.

4.4.

The Client agrees that RVFINGROUP may terminate Customer's access to use the Online Payment System and/or any associated API at any time and for any reason.

5. ONLINE PAYMENT SYSTEM SECURITY

5.1.

Upon the Client's request to access the Online Payment System, RVFINGROUP may provide the Client with Access Methods and the Client shall be solely responsible for the use and security of such Access Methods.

5.2.

The security of Client's access to and transactions in the Online Payment System, including, but not limited to, the security and secrecy of Client's Access Methods is at all times Client's sole responsibility.

5.3.

The Client must provide RVFINGROUP with details of all representatives authorized to access the RVFINGROUP Online Payment System and transact on its behalf in order to, among other things, initiate electronic payment(s).

5.4.

The Client shall immediately notify RVFINGROUP in the event of any suspected breach of the Client Access Methods, any change in information or learning of any actual or suspected compromise in the security of the Client Access Methods. The Client is solely responsible for the security of its Client Access Methods and agrees that any use of them to provide instructions to RVFINGROUP is binding on the Client.

5.5.

Client understands that access to secure areas of the Online Payment System is restricted. Any unauthorized attempts to access these areas may be subject to blocking of client access methods.

5.6.

The Client agrees that only persons registered with the Online Payment System are authorized to give Instructions on behalf of the Client and that Client to RVFINGROUP shall be entitled to act in accordance with any instructions given by any such person or any person posing as such person. If the Client wishes to change any authorized person, if possible, this may be done by written communication to RVFINGROUP. The Customer acknowledges that, until actual receipt of such written communication, RVFINGROUP shall be entitled to rely on the latest list of the Customer's authorized persons.

5.7.

The Customer agrees that RVFINGROUP may act solely on any instructions received through the Online Payment System and the Customer shall comply with them.

5.8.

All instructions provided by RVFINGROUP for the provision of any services in the Online Payment System shall be deemed final and irrevocable.

5.9.

RVFINGROUP may issue a Transaction Confirmation to the Customer which sets out the details of any Instruction received by RVFINGROUP. If there is any discrepancy between the Instruction and the Transaction Confirmation, the Client must immediately notify RVFINGROUP of such discrepancy. If the Client fails to report any discrepancy within one (1) business day of the day on which RVFINGROUP sends the Transaction Confirmation, the Transaction Confirmation shall be conclusive evidence of the details of the Instruction. Notwithstanding the foregoing, the Customer shall be bound by the terms on which RVFINGROUP has accepted any Instruction, whether or not the Client to RVFINGROUP has received a transaction confirmation.

5.10. RVFINGROUP security measures include security features such as requiring a password for the User Account.

When authorising in the User Account, the Customer must follow the so-called two-factor authentication procedure, which is a component of the cybersecurity of the Customer and RVFINGROUP.

By organising and ensuring the proper provision of the Services, RVFINGROUP may not be able to prevent or minimise hacker attacks. RVFINGROUP makes no representation or warranty as to the security of the Online Payment System and shall not be liable for any loss of property, whether or not RVFINGROUP has been negligent in providing adequate security.

6. TRANSACTIONS WITH VIRTUAL ASSETS.

6.1. The Service process is started and managed by the Client by creating an Instruction (as indicated above) through the Neo Pay.

6.2. Management of the Service process or obtaining any information about the Service process shall be carried out by using the relevant functionality of Neo Pay.

6.3. Depositing, withdrawing, exchanging and transferring Virtual Assets are carried out on the basis of the Instruction created by the Client in accordance with these Terms and Conditions. These transactions may be delayed due to errors in the blockchain networks, or other unforeseen circumstances beyond our control. We will use our best efforts to resolve the situation as soon as possible and process the transaction as soon as possible.

6.4. Transactions such as deposits, withdrawals, exchanges and transfers of Virtual Assets cannot be canceled. Once the Details of a Transaction have been sent to the network, it cannot be canceled or the Details changed.

6.5. Before you can use the Services, you must top up the balance in your User Account with Neo Pay.

6.6. Withdrawal of Virtual Assets is available at any time and is at Your discretion subject to current restrictions and provided that the number of Virtual Assets is sufficient to cover the relevant amount of Fees.

6.7. You are solely responsible for the accuracy of the information (including addresses, numbers and any other necessary credentials) provided for transfers, withdrawals and any other transactions. We strongly recommend that you double check the accuracy of the data provided by you for the Service.

6.8. You further acknowledge that you are aware that transferring any Virtual Assets to an incorrect address or transferring any type of Virtual Asset that is not supported by Neo Pay will result in the irreversible loss of such Virtual Assets. We shall not be liable for any such loss of Virtual Assets.

6.9. Creation of a transaction in Neo Pay is subject to certain Fees, which may be deducted from your User Account balance.

6.10. In order to prevent any unauthorized use of Neo Pay, you agree not to leave your phone/device unattended.

6.11. You may access your User Account only by the means you used to register it.

6.12. If you lose access to your phone/device or User Account, you must notify us immediately. Otherwise, we cannot guarantee the safety of your assets.

6.13. If you lose your phone/device and/or access to your phone number and/or email address, in order to regain access to your User Account, you must write to Neo Pay Support, complete the identification process and provide all evidence that the phone number and/or email address belongs to you. We reserve the right to refuse to restore access to your User Account in cases where the evidence provided is insufficient.

6.14. Blockchain networks are decentralized peer-to-peer networks that are not owned, controlled or operated by us. You agree and understand that these blockchain network protocols are subject to errors, forks, hacker attacks, changes and other unforeseen influences beyond our control that may result in the loss of your Virtual Assets and that we cannot be held liable for such losses.

6.15. We cannot guarantee that a transaction made by you to provide the Service will be confirmed on the relevant Network. You understand and agree that a transaction sent by you may not be confirmed or its processing may be materially delayed by the relevant Virtual Currency Network used to process the transaction.

6.16. We cannot guarantee that your Application will be honored in accordance with these Terms if your Transaction has been delayed by the relevant Virtual Currency Network used to process the Transaction.

6.17. We provide a selection of Virtual Assets. At the same time, we reserve the right to withdraw support for any Virtual Asset (delisting), and to notify you on the Site or via the Neo Pay online payment system.

From the date of such notice, you have 30 days to withdraw such Virtual Asset. In case the funds are not withdrawn after the expiry of the stipulated period, such funds will be irreversibly lost with no possibility of recovery/reimbursement/compensation to the Customer.

6.18. Holding Virtual Assets involves a high degree of risk. The Client should carefully weigh the risks described below together with all other information contained in these Terms and Conditions before deciding to use the services of RVFINGROUP.

6.19. By owning Virtual Assets and transferring them to your User Account, you expressly acknowledge and assume the following risks of using Virtual Assets.

Thus there are significant risks associated with products operating in Virtual Assets. Understanding Virtual Asset products can be very complex, as Virtual Assets are often described in technical language that requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks.

RVFINGROUP does not give you any warranty as to the suitability of the Virtual Assets you may use and does not provide any advice in this regard.

6.20. The Client acknowledges that the prices of the Virtual Assets can and do fluctuate in price on any given day. Because of such price fluctuations, you may increase or lose the value of your Virtual Assets, that you hold, at any time.

Virtual Assets have unique characteristics that are more or less likely to fluctuate in price. Factors such as regulatory activity, market manipulation or obscure price volatility may affect the market liquidity of a particular Virtual Asset.

6.21. Blockchain networks may become unavailable due to errors or a number of other unforeseen reasons. RVFINGROUP does not accept the risk of loss due to factors beyond its control relating to the viability of specific blockchain networks.

In addition, the risks associated with Virtual Assets include not only the risks of market fluctuations, but also the risks of general loss of participant confidence, cybersecurity, technical problems, theft and hacking or other unpredictable risks. The Client irrevocably agrees that RVFINGROUP does not assume any of the above risks.

7. HOLDING BALANCES

7.1. RVFINGROUP will credit all or any part of any funds paid to it by the Customer to the balance. In such cases the funds will be held by RVFINGROUP as nominee for the Client and the making of payment by the Client will not affect any obligation of the Client to RVFINGROUP, unless the funds are paid to RVFINGROUP from the Custody Balance in accordance with an instruction from the Client.

7.2. The Client irrevocably demands and directs RVFINGROUP to pay RVFINGROUP from any balance held by the Client:

(І) amounts due to RVFINGROUP in connection with the provision of any Services requested by the Client's Instruction; and

(II) any other amount due to RVFINGROUP under this Agreement.

Each such payment will be accepted for the purposes of this Agreement if requested in the Client's Instruction provided by The Client.

7.3. The Client authorizes RVFINGROUP to consolidate funds held for the Client in the retention balance with funds held for other Customers to RVFINGROUP, and with its own funds, provided that RVFINGROUP maintains the necessary records to determine how much of the consolidated funds are held for the Client.

7.4. The Client acknowledges and agrees that RVFINGROUP provides Holding Balances in conjunction with the provision of Services and that a Holding Balance may not be used if such Services are not provided to the Client.

7.5. If the Client fails to pay any fees or invoices, RVFINGROUP may satisfy any obligation to RVFINGROUP arising under this Agreement out of the Client's funds held in the Client's balance held by RVFINGROUP for the Client, without prior notice to the Client. Such steps shall be at the sole discretion of RVFINGROUP, and the Customer agrees to

(І) that RVFINGROUP is not liable to the Client; and

(II) The Client waives any claims, actions and recoveries against RVFINGROUP and releases RVFINGROUP from all liability, claims, damages and expenses, including all reasonable fees incurred by RVFINGROUP as a result of the Client's failure to pay and RVFINGROUP's attempts to collect any balances.

7.6. In the event that the Client's balance is zero or in the event of arrears, the Client shall remain liable to RVFINGROUP for the full payment of any amounts due and shall immediately (including on demand) pay the amount owed and any loss or expense incurred by RVFINGROUP.

7.7. In the event that any transfer authorized by the Client is not executed by the Client, RVFINGROUP will charge, and the Client agrees to pay, all processing charges associated with each rejected electronic debit, if any.

7.8. In any case, RVFINGROUP shall have the right to suspend and/or permanently terminate the Services and/or to proceed with any procedures necessary to recover any debts owed.

8.2.5.

RVFINGROUP uses personal information that the Client provides to RVFINGROUP when using the RVFINGROUP Services, as well as other information that is collected or created during RVFINGROUP's relationship with the Client. This may include information from other services such as money transfers, invoices and commercial payments, loyalty or membership program details, pre-transactions and marketing options. RVFINGROUP may also use, collect and share with other companies working with RVFINGROUP, information on other products and services and convenience and/or rewards programs in which the Client has registered during the Client's relationship with RVFINGROUP. RVFINGROUP will retain information provided by the Client to RVFINGROUP about any other person, including details of any Client's nominated beneficiaries for transactions. Before providing this information, the Client shall ensure that the Client has informed and obtained authorization from any other person for RVFINGROUP to use and disclose this information to RVFINGROUP as set out in this clause.

8.2.6.

Personal information is further used to provide the Client with the Services to which the Client has agreed and activities such as administration, customer service, anti-money laundering obligations, verifying Client data, completing analysis and research to help prevent and detect fraud, recover debts and theft and to help RVFINGROUP improve RVFINGROUP's products, services and operations. The Client warrants that all specified personal information or personal data provided by the Client to RVFINGROUP from time to time in any documentation required by the Client as part of RVFINGROUP's ongoing due diligence of RVFINGROUP's "know your client" and anti-money laundering or any other documentation provided by the Client to RVFINGROUP is true, correct and complete in all respects. The Client also undertakes to inform RVFINGROUP immediately (and in any event no later than seven (7) days from the date of the change) of any change in facts or circumstances which may render any previously provided information incorrect or false and to immediately provide any information or documentation that RVFINGROUP may require in its sole discretion to verify the accuracy of the updated information.

8.2.7.

Client agrees that RVFINGROUP and its respective agents, authorized service providers and business partners will collect (including through recorded voice calls), use and disclose Client's personal data for purposes reasonably necessary for RVFINGROUP to enable them to provide products and Services to Client. The Client acknowledges that they have read and understood the terms and conditions set out in our Data Privacy Statement available online on the RVFINGROUP website, mobile application or available on request.

8.2.8.

In addition, Client shall ensure that any person whose Confidential Information Client discloses to RVFINGROUP and its representatives, and any person to whom Client authorizes or grants access to the Services, before such disclosure or access,

(І)

has agreed and consented to the disclosure of his/her Confidential Information and to the collection (including through recorded voice calls), use and disclosure of his/her Confidential Information for purposes reasonably necessary to enable RVFINGROUP and its representatives to provide products and Services to the Client and/or such person and

( II )

read and agree to any policy prepared by RVFINGROUP on the protection of data privacy and confidential information, and is aware of its rights as set out in the above policy, if applicable.

8.2.9.

RVFINGROUP may provide information it holds to parties outside the Client's jurisdiction, including the United States or the European Union. RVFINGROUP may also provide information to other organizations that help RVFINGROUP conduct its business if there is a reasonable need to perform or assist payment services, future services or for any reason or use set forth in this paragraph. RVFINGROUP may add to the information provided by the Client information obtained from other companies or persons, including information to confirm the accuracy of the information provided by the Client. RVFINGROUP may also provide information to third parties where there is a reasonable need to do so to help prevent and detect crime, prosecute offenders or for legal reasons.

8.2.10.

RVFINGROUP and its affiliates may access information held by RVFINGROUP for any of the purposes set out in this clause or for other purposes agreed to by the Client. The Client may request RVFINGROUP to access and obtain a copy of the Client's information, for which RVFINGROUP may charge a fee. The Client may also correct, delete or restrict RVFINGROUP's use of incomplete, inaccurate or out of date information. The Client may at any time lawfully object to the use of the Client's information by RVFINGROUP or its affiliates if the processing is not necessary for the provision of the Service or is required by law or regulation. If the Client wishes to exercise these rights or no longer wishes to receive commercial communications from RVFINGROUP, the Client may contact RVFINGROUP by e-mail: [e-mail] .

8.2.11.

The client agrees that RVFINGROUP may disclose any tax information and the tax information of any other connected person to any authority ("the Authority") in any jurisdiction for the purpose of ensuring our compliance with Applicable Laws and Regulations. By doing so, client waives any applicable restrictions and, if reasonably required by RVFINGROUP, agrees to offer any other related person a waiver of any applicable restrictions that would otherwise, but for this waiver, prevent or restrict RVFINGROUP from disclosing tax information in the manner described herein. Client agrees that if the personal information provided is inaccurate, incomplete or not timely corrected or updated, RVFINGROUP may at any time take one or more of the following actions to ensure compliance with Applicable Laws and Regulations:

(І)

cease providing Services to Client and terminate our relationship with Client in whole or in part; and/or

( II )

provide (whether before or after termination of the Client Account) tax information about the Client or any Related Person to such Authority in any jurisdiction.

8.2.12.

If Client is located in the European Union, please note that in order for RVFINGROUP to comply with the EU General Data Protection Regulation and notwithstanding the provisions of this Agreement to the contrary, RVFINGROUP does not require consent to the RVFINGROUP Data Privacy Notice, or consent to the collection, use, disclosure or processing of Client Confidential Information as set out in this clause, from Client in respect of Client Confidential Information or from any person to whom Client authorizes or allows access RVFINGROUP relies on the legal basis set out in the EU General Data Protection Regulation (available at https://gdpr-info.eu/) to collect, use or process such Confidential Information in the manner and for the purposes set out in such Data Privacy Notice in order to provide the Services to the Client in accordance with this Agreement. Client agrees and warrants that any other person providing instructions to us or otherwise authorized by Client will be aware of the information in said EU General Data Protection Regulation.

9. INDEMNITY AND LIABILITY

9.1.

To the fullest extent permitted by applicable law, the Customer agrees to indemnify and hold harmless RVFINGROUP from and against any damages, losses, costs and expenses incurred by reason of your breach of this Agreement or any applicable law or regulation, or arising in connection therewith, any acts of fraud, your use of our Services and any Instructions provided by the Customer or RVFINGROUP's actions in response to receiving Instructions from the Customer (including losses relating to the disposal or re-use of any currency acquired) together with reasonable accrued interest.

9.2.

Client understands that the Services and the license to use and access them are provided on an "as is" and "as available" basis to the extent permitted by law, without warranty of any kind, express or implied. RVFINGROUP does not guarantee the accuracy or completeness of the information available and disclaims any liability for errors, omissions or interruptions in access. If RVFINGROUP cannot exclude any costs or implied conditions or warranties, it limits its liability to (a) the re-performance of the Services; or (b) the cost of re-performing the Services.

9.3.

The Client agrees that RVFINGROUP and/or any Related Company of RVFINGROUP shall not be liable to the Client for the performance or non-performance by RVFINGROUP of any of RVFINGROUP's obligations to the Client under this Agreement. The Client agrees that in no event shall RVFINGROUP and/or any of its agents, employees or representatives, Related Companies be liable for any direct or consequential damages, or any failure or operation, error, omission, interruption, defect, delay in operation or failure of transmission (in particular in the case of any operational problems with counterparty payment processors), computer virus, line or system failure suffered by the Client. In addition, RVFINGROUP shall not be liable for any loss or damage suffered by the Client as a result of RVFINGROUP withholding any Client balance amounts in accordance with this clause.

9.4.

RVFINGROUP does not in any way exclude or limit its liability to the Client if it would be unlawful to do so, for example for fraud or fraudulent misrepresentation.

9.5.

In all circumstances, RVFINGROUP's liability to the Client or any third party, where applicable, shall not exceed the sum of (a) the value as at the Transaction Date of the Relevant Transaction(s); and (b) the amount of any fee or commission charged and collected by RVFINGROUP in connection with the Relevant Transaction(s).

10. GOODS AND SERVICES TAX/ADDED VALUE TAX (VAT) AND OTHER TAXES

10.1.

In the event that any Goods and Services Tax (GST) or Value Added Tax (VAT) is payable on any of the Services provided, the Client shall pay to RVFINGROUP an additional amount equal to the Goods and Services Tax or VAT payable on the provision of those Services upon submission of the relevant tax invoice by RVFINGROUP.

10.2.

Client is responsible for paying to the appropriate tax authorities any taxes that may apply to any payments initiated in connection with the Services. Client further acknowledges that RVFINGROUP is not responsible for determining what taxes, if any, apply to any payments made by Client.

COMPLIANCE WITH LEGISLATION, REPRESENTATIONS AND WARRANTIES

11.1.

Each of the representations and warranties set forth herein shall remain in full force and effect during the term of this Agreement.

11.2.

The client declares that the services are used by him/her for legitimate purposes. Client agrees not to use the Services to make payments for any illegal purposes. Client further confirms that Client will not use the Services to make any payments related to pornography, Financing of Terrorism, drug and human trafficking, proliferation of weapons of mass destruction, corruption and bribery or any other such controlled activity. Client acknowledges that any Instruction issued by Client pursuant to this Agreement will be binding upon and enforceable by Client and will not violate the terms of any other agreements to which Client is obligated.

11.3.

The Client represents and warrants that, if he/she is an individual, he/she is at least 18 years of age to register as a Client and to participate in any transaction with RVFINGROUP.

11.4.

Customer represents and warrants that Customer has entered into this Agreement for Customer's personal benefit.

11.5.

The Customer represents and warrants that each use of the Services by the Customer is for the Customer's personal benefit and to manage the risk associated with an asset or liability owned or incurred, or reasonably likely to be owned or incurred, while the Customer is engaged in any lawful activity.

11.6.

Client represents and warrants that it has the authority to agree to be bound by this Agreement.

11.7.

Client understands, acknowledges and agrees that all transactions, wherever originated, may be processed by RVFINGROUP or may be processed on behalf of RVFINGROUP by one or more affiliates, one or more of which may be located outside Poland.

11.8.

Client understands, acknowledges and agrees that RVFINGROUP may terminate this Agreement and/or cancel or reject any Instruction at any time, in particular but not limited to:

(І)

any failure by the Client to comply with regulatory requirements or if otherwise in compliance with relevant laws or regulations;

( II )

RVFINGROUP reasonably believes that any transactions or instructions of the Client are being used for any purpose contrary to applicable law or for any unauthorized or fraudulent use; and/or

(ІІІ)

the security of any of the Services or the Online Payment System has been compromised;

and especially in the event that the Client breaches any of the warranties set out herein.

11.9. Independence.

11.9.1.

The Client represents and warrants that it has sufficient knowledge and experience to be able to evaluate the benefits and risks of entering into this Agreement and has made its own independent decision to enter into this Agreement and has assessed whether this Agreement is suitable for the Client based on its own judgment and/or professional advice obtained independently from RVFINGROUP (including, where applicable, as to the correct tax and accounting treatment of each transaction).

11.9.2.

The Client does not rely on any communication (written or oral) from RVFINGROUP as professional advice or recommendation to enter into this Agreement.

11.9.3.

Client further acknowledges that independently and without reliance on RVFINGROUP or any third party to this Agreement and on the basis of such documents and information as it deems appropriate from time to time, will continue to make its own decisions regarding the Services offered under this Agreement.

11.10.

Client acknowledges that RVFINGROUP may include regulated entities that are subject to, among other things, anti-money laundering and anti-terrorist financing laws and regulations, among which a wide range of serious crimes (including serious tax and/or financial crimes such as, but not limited to, willful and fraudulent tax evasion) have been identified as a predicate offence of money laundering in the jurisdictions in which RVFINGROUP operates. In addition, the Client is aware of RVFINGROUP's tough stance against illegal tax activity and fraud. In doing so, Clients represent and warrant to RVFINGROUP as follows:

(І)

The Client acknowledges and agrees to be solely responsible for the Client's own tax affairs and liabilities and RVFINGROUP shall not be liable for them;

( II )

Client does not know and has no reason to suspect that any assets associated with the Services or to be deposited are or may be the proceeds of any serious criminal acts or conduct (including but not limited to serious tax crimes);

(ІІІ)

To the best of Client's knowledge, Client has not committed any serious tax, financial crime or fraud, or has been convicted of any serious tax, financial crime or fraud; and

(IV)

The Client understands and agrees that RVFINGROUP may disclose any information relating to a Transaction, including but not limited to information relating to the persons involved, in order to comply with its legal obligations under applicable law (including but not limited to anti-money laundering, anti-terrorist financing, trade and economic sanctions, laws and/or regulations, etc.), or as may otherwise be required by law or court order. The Client agrees to provide RVFINGROUP, immediately upon request, with any such information or documentation as RVFINGROUP considers necessary and appropriate and to take such other reasonable action as requested by RVFINGROUP to permit RVFINGROUP to satisfy its anti-money laundering and counter terrorist financing liability and compliance with relevant laws and regulations. In the event of any request or inquiry from regulatory, tax and other governmental authorities and agencies and/or competent law enforcement agencies, the Client agrees to provide RVFINGROUP with all information and documentation necessary to satisfy the request or inquiry.

11.11.

In the case that RVFINGROUP suspects that the Client and/or any of its agents or representatives are using or allowing any of the services to be used for fraud, misconduct or any other illegal or improper purpose which may give rise to civil or criminal liability, RVFINGROUP reserves the right to refer this to the relevant authorities and to follow the directions or instructions issued by them without notice to the Client.

12. DISPUTE RESOLUTION

12.1.

All Customer complaints, disputes or disagreements arising out of or in connection with this Agreement, including any question as to its existence, validity or termination (hereinafter collectively referred to as "Disputes"), shall first be resolved amicably between the Parties in accordance with the Grievance Policy of RVFINGROUP.

12.2.

If an amicable resolution cannot be reached between the Parties in accordance with the subparagraph above, the dispute shall be resolved by the courts in accordance with the laws, regulations and rules of governmental or regulatory authorities in Poland ("Applicable Law"). The Client agrees to act in accordance with Polish law and be legally bound by it.

13. 1DISPUTES.

13.1.

As part of its internal procedures and in order to comply with applicable money laundering regulations, RVFINGROUP may require the Client to provide proof of the identity of the beneficial owner(s) and officers of the Client or other reasonable information. The Client agrees to immediately provide all requested information and confirm that all information provided is complete, accurate and not misleading. In the event of Client's failure to comply with this clause or other anti-money laundering requirements, RVFINGROUP reserves the right to terminate this Agreement, with such termination to take immediate effect.

13.2.

The Parties agree that damages may not be an adequate remedy for breach of the confidentiality and license obligations in this Agreement. Accordingly, in addition to all other remedies, each Party shall have the right to seek specific performance and other equitable relief as a remedy for any breach of these terms.

13.3.

The failure of any Party to exercise any of its rights under this Agreement will not be deemed a waiver of such rights or remedies.

13.4.

If any provision hereof is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect.

13.5.

The Client may not transfer or assign its rights and obligations under this Agreement to any successor in title without the prior written consent of RVFINGROUP. RVFINGROUP shall have the right to transfer or assign its rights and obligations under this Agreement to any successor in title without first obtaining the written consent of the Customer.

13.6.

This Agreement shall be binding upon and inure to the benefit of the Parties and their authorized successors and assigns.

13.7.

RVFINGROUP reserves the right, in its sole discretion, to add, change, vary and modify any or all of the foregoing terms and conditions at any time at its sole discretion and any additions, changes, variations and modifications shall be immediately effective upon posting on the RVFINGROUP website and/or mobile application.

13.8.

The Customer acknowledges that RVFINGROUP will provide certain Services or parts of its Services related to currency conversion or funds transfer under licenses duly granted by authorized Service Providers and business partners of RVFINGROUP, relevant governmental authorities in respect of the above Services.

13.9.

In the event that RVFINGROUP is unable to provide any of the Services due to circumstances beyond the control of RVFINGROUP (any of the "Force Majeure Events") and to the extent that the taking of such action is prevented or delayed due to Force Majeure Events including, but not limited to war (whether declared or not, including existing wars), revolution, insurrection, pandemic and/or epidemic, fire, explosion, labor stoppage, strikes or other disputes with employees, laws, regulations, orders or other acts of any governmental authority, other civil disturbance, litigation or failure of telecommunication or computer networks or equipment, or any other cause beyond the control of RVFINGROUP, RVFINGROUP shall immediately notify the Client by posting the relevant publication on the RVFINGROUP website and/or mobile application and shall not, to the extent permitted by law, be liable for any loss resulting directly or indirectly from these circumstances, including, but not limited to, any liability for any damages or other compensation to the Client or others.

13.10.

This Agreement constitutes the entire agreement between the Parties and supersedes and cancels all prior discussions, correspondence, negotiations, drafts, agreements, promises, representations, warranties, statements and understandings between them, whether written or oral, relating to the subject matter hereof. In the event of any conflict or ambiguity between the provisions of this Agreement and any other prior agreement (such as a prior confidentiality agreement), the provisions of this Agreement shall prevail.

14. TERMINATION OF THE AGREEMENT.

14.1.

RVFINGROUP may terminate this Agreement and sever any relationship with Customer with or without cause at any time.

14.2.

In the event that the Parties have not entered into a specific, separate and/or supplemental agreement for the provision of the Services for a specific term, the Client may terminate this Agreement upon canceling registration with the Online Platform System. The Customer will be duly released and discharged from any obligations under this Agreement upon full payment of any outstanding amounts due to RVFINGROUP for the provision of all Services prior to the date of the Customer's termination request.

14.3.

The provisions included in Section 2.4 and Sections 8, 9, 10, 11, 13, 14, 15 of this Agreement shall survive the termination of the Services by RVFINGROUP Customer and the termination of this Agreement. Termination by either party shall not affect any rights accrued prior to termination.

14.4.

RVFINGROUP and the Client shall at all times act independently of each other and nothing contained in this Agreement shall be construed, interpreted or implied as creating any agency, partnership or joint venture between RVFINGROUP and the Client. Nothing in this Agreement shall be construed, interpreted or implied as creating or establishing an employer-employee relationship or relationship between RVFINGROUP and the Client. Neither RVFINGROUP, nor the Client shall in any way undertake any obligation on its own behalf or on behalf of the other party.

14.5.

Neither Party may use the name of the Party in press releases, articles, brochures, marketing materials, advertisements and other promotional activities or investor promotions without the written consent of the other Party.

15. MESSAGES.

15.1.

Communications and communications required or permitted under this Agreement shall be deemed to have been duly made:

a) by RVFINGROUP by posting on the website and/or mobile application of RVFINGROUP,

b) on the part of the Client - by sending a written notice to the registered office of RVFINGROUP and additionally to the e-mail address: [e-mail].

15.2.

The Client shall immediately notify RVFINGROUP in writing of any change in its name, address or other information previously provided to RVFINGROUP by the Client and provide RVFINGROUP with relevant documents detailing such changes.

15.3.

Translations of this Agreement into different languages may be provided from time to time for the convenience of the Customer. In the event of any disagreement or ambiguity between the current English and different languages, the English version shall prevail for all purposes.

15.4.

This Agreement shall be governed by and construed in accordance with the laws, regulations and rules of governmental or regulatory authorities in your or Our jurisdiction ("Applicable Law"). Customer agrees to act under and be legally bound by any Applicable Law.