These terms and conditions (the "Institutional Account Holder Terms") govern the use of any Tazapay Service provided by the applicable Tazapay Entity by a regulated financial institution ("FI") or unlicensed technical service providers ("Institutional Account Holders"). By using the Tazapay Services, the Institutional Account Holders agree to be bound by these Institutional Account Holder Terms, the General (Account Holder) Terms, and each and every corresponding Appendix. These Institutional Account Holder Terms apply where the Institutional Account Holder creates and maintains Entity Objects within its Tazapay Account to initiate OBO Transactions. Where these Institutional Account Holder Terms conflict with the General (Account Holder) Terms and the relevant Appendices with respect to the Institutional Account Holder's use of the Tazapay Services, these Institutional Account Holder Terms shall prevail. Capitalized terms that are not defined in these Institutional Account Holder Terms have the same meanings given to them in the General (Account Holder) Terms, the User Terms, or the corresponding Appendix, as context may require.
In this Appendix 5, the following words and expressions shall have the following meanings:
"COBO" means the receipt of funds from third parties on behalf of End Clients.
"End Client" means for the purposes of an Institutional Account Holder, any individual or entity who contracts with the Institutional Account Holder but not Tazapay, including without limitation any client you engage in connection with the Tazapay Services. An End Client is distinct from a User or Customer (as those terms are defined in the General (Account Holder) Terms) and does not include any individual or entity subject only to KYC, screening or due diligence checks, without an established client onboarding or relationship with the Institutional Account Holder, whether contractual or otherwise.
"Entity Objects" means an entity created, registered, maintained and otherwise controlled solely by the Institutional Account Holder under their Tazapay Account, which corresponds to an identified End Client for the purposes of facilitating Transactions on an OBO basis. For the avoidance of doubt, an Entity Object is not a separate account or sub-account of the Institutional Account Holder or the End Client.
"Institutional Account" means the Tazapay Account maintained by an Institutional Account Holder to facilitate the provision of services to its End Clients, , and includes any Account, Global Collection Account, or Tazapay Wallet arrangement through which funds are received, held, or disbursed on behalf of such End Clients. For the avoidance of doubt, an Institutional Account is held in the name of the Institutional Account Holder and does not constitute an account, wallet, or similar facility issued by Tazapay to any End Client.
"Institutional Account Holder" means any regulated FI or any unlicensed technical service provider that has entered into a contractual arrangement with Tazapay for use of the Tazapay Services for the purpose of providing services directly to its End Clients.
"Flow-Down Terms" means any obligations, restrictions, requirements, standards, conditions or otherwise imposed on the Institutional Account Holder by Tazapay that are required to be passed through to and made binding upon the End Clients.
"OBO" means, in relation to any Transaction, a Transaction initiated by the Institutional Account Holder through its Tazapay Account, to initiate payments on behalf of an End Client.
"Payout" means an outbound Transaction initiated from a given Wallet.
"POBO" means Payouts to third parties on behalf of End Clients.
"Tazapay Wallet" shall have the meaning as prescribed in Section 1.9 of Appendix 3 (Tazapay Payouts Terms and Conditions) or Section 13.1 of Appendix 6 (Virtual Assets Onramp and Offramp Services), as applicable to the context of a Transaction, and provisioned by the relevant Tazapay Contracting Entity.
Reference to the singular includes a reference to the plural and vice versa. Terms not otherwise defined in this Appendix 5 shall have the same meaning as is found in the General (Account Holder) Terms or User Terms. Where there are discrepancies between definitions in this Appendix and the General (Account Holder) Terms, the definition in this Appendix shall prevail.
The Institutional Account allows Institutional Account Holders to use Entity Objects under their Tazapay Account to offer to their End Clients the relevant Tazapay Services. Tazapay provides account issuance, wallet infrastructure and settlement rail services solely to the Institutional Account Holder such that the Tazapay Services may be availed to the End Client.
The Institutional Account Holder acknowledges and agrees that all End Clients are maintained exclusively by the Institutional Account Holder (i.e. the End Clients contract solely with the Institutional Account Holder and not with Tazapay).
By agreeing to these Institutional Account Holder Terms, the Institutional Account Holder represents and warrants to Tazapay that it has obtained and maintains in good standing all the required licenses, registrations, permissions or authorizations, or that it is not subject to, or it relies on available exemptions from, such licensing, registration, permission or authorization requirements for the provision of Tazapay Services to its End Clients under the Applicable Laws of the Institutional Account Holder's jurisdiction.
The Institutional Account Holder shall ensure that the End Client is not providing the Tazapay Services to any third party individual or entity that does not have a contractual relationship with either the Institutional Account Holder or Tazapay, such that the End Client is not functioning as an intermediary or platform for other third party individuals or entities.
The Institutional Account Holder must embed via hyperlink or otherwise incorporate Flow-Down Terms in its own terms and conditions and/or contractual agreements with the End Clients, such that Tazapay is provided with substantially equivalent protection.
The Flow-Down Terms shall be as prescribed by Tazapay and shall require End Clients to comply with conditions imposed by Tazapay, including, without limitation, Tazapay's Acceptable Use Policy, AML/CFT restrictions, disclaimers, and any other conditions as required under the Applicable Laws relevant to the Tazapay Services, amongst others.
The Flow Down terms include, without limitation, the Tazapay Embedded Flows Terms, and may be supplemented and prescribed by Tazapay from time to time.
The Institutional Account Holder is responsible for ensuring that End Clients comply with Tazapay's Acceptable Use Policy. Any act or omission by an End Client that would constitute a breach of this Agreement if the act or omission had been done by the Institutional Account Holder shall be deemed to be a breach by the Institutional Account Holder.
The Institutional Account Holder remains responsible and liable for all acts and omissions of End Clients, including, without limitation: (i) those in relation to the provision of any and all Tazapay Services provided to End Clients; (ii) End Clients limits, default, spreads and permissions and the setting of Transaction limits, products, default spreads and user permissions for End Clients, (iii) all operational matters relating to End Clients including inputting any manual End Client payment details, obtaining payment details from End Clients, any late arrival of funds, settlement with End Clients, (iv) all sales, marketing and account management in relation to End Clients, as well as End Client account management and training End Clients on the use of the Services.
For the avoidance of doubt, there is no direct contractual relationship between End Client and Tazapay.
Unless otherwise agreed subject to Tazapay's prior written agreement, the Institutional Account Holder shall be responsible for conducting CDD, including KYC and KYB as part of its End Client onboarding procedures. The Institutional Account Holder shall provide Tazapay with full and complete KYC and/or KYB information and documentation in respect of its End Clients, unless otherwise agreed in writing by Tazapay.
The Institutional Account Holder acknowledges and agrees that Tazapay does not, by default, rely on the customer due diligence, onboarding, or compliance measures conducted by the Institutional Account Holder in respect of its End Clients. The Institutional Account Holder shall, upon request, provide Tazapay with full and complete KYC, KYB and related information and documentation concerning its End Clients, in such form and within such timeframe as Tazapay may reasonably require to satisfy its legal, regulatory and contractual obligations. Any reliance by Tazapay on the Institutional Account Holder's due diligence processes shall be subject to Tazapay's prior written agreement and may be conditioned, limited or withdrawn at Tazapay's discretion.
The Institutional Account Holder also remains responsible for its continued compliance with all AML/CFT, ongoing monitoring of business relations, and KYC and/or CDD obligations as set out by Applicable Law.
Conflicts of interest. The Institutional Account Holder must at all times ensure that it conducts itself in a manner that avoids any conflict of interest between its own activities and its obligations to Tazapay. Where such a conflict of interest arises, the Institutional Account Holder must promptly disclose this in writing to Tazapay. For the avoidance of doubt, this includes any potential and actual conflict of interest, such as any direct or indirect financial interest the Institutional Account Holder and/or its directors may hold in an End Client or a third-party service provider integrated into Tazapay Services.
Upon the disclosure of any conflict of interest, Tazapay reserves the right, at its sole discretion, to determine the appropriate course of action to mitigate such conflicts of interest. Tazapay may require the Institutional Account Holder to implement specific internal "Chinese Walls" or other mechanisms to isolate the conflict of interest, or require the submission of a formal written mitigation plan for Tazapay's approval. Should Tazapay ultimately determine that the disclosed conflict of interest poses an unmanageable regulatory, legal, or reputational risk, Tazapay may suspend the relevant portion of the Tazapay Services or restrict the Institutional Account Holder's ability to process specific Instructions.
RFIs. Tazapay may, at its sole discretion, issue an RFI in relation to the Institutional Account Holder and/or any End Client. The Institutional Account Holder shall promptly provide all information and documentation requested by Tazapay in connection with any RFI within 72 hours or any other timeline as may be indicated by Tazapay to allow Tazapay to continue to comply with its own obligations and responsibilities under Applicable Law.
Where the RFI originates from a bank or other payment services partner of Tazapay, the relevant timeline will also be communicated to the party receiving the RFI.
Change of control. The Institutional Account Holder shall notify Tazapay in writing of any actual or anticipated change in its ownership or control structure as soon as reasonably practicable and, in any event, no later than ten (10) Business Days prior to such change taking effect.
For the purposes of this clause 4.8, "control" shall mean:
for unlicensed technical service providers, the ability to exercise, directly or indirectly, 20% or more of the voting rights or equivalent ownership interest in the Institutional Account Holder; and
for regulated FIs, (i) the meaning of "control" as defined under the Applicable Law governing the Institutional Account Holder; or (ii) the ability to exercise, directly or indirectly, 20% or more of the voting rights or equivalent ownership interest in the Institutional Account Holder, whichever is higher.
Where the Institutional Account Holder is a regulated FI, it shall promptly notify Tazapay of any change or expected change in its regulatory or licensing status, including without limitation any variation, suspension, restriction, withdrawal or revocation of its licence, and shall provide prior notice as soon as reasonably practicable and, in any event, no later than ten (10) Business Days prior to such change taking effect.
Complaint handling. The Institutional Account Holder shall be solely responsible for the receipt, handling and resolution of all complaints, disputes or queries raised by its End Clients in connection with the Tazapay Services. The Institutional Account Holder shall maintain and implement appropriate policies and procedures for the fair and timely handling of such complaints.
The Institutional Account Holder may escalate to Tazapay any complaint that relates directly to: (i) the safeguarding of funds held by Tazapay; or (ii) any material system failure attributable to Tazapay. The Institutional Account Holder shall provide Tazapay with all relevant information and reasonable assistance in connection with any such escalation.
End Client funds received in connection with the Tazapay Services shall be held in the relevant Institutional Account. For avoidance of doubt and notwithstanding the creation of Entity Objects, the Institutional Account Holder acknowledges and agrees that the Institutional Account is maintained for the benefit of multiple End Clients on a collective basis and does not at any point constitute an individual account held by or in the name of any specific End Client with Tazapay.
The Institutional Account Holder shall ensure that its End Clients are clearly informed that:
their funds are held on a pooled basis in a Tazapay Account in the name of the Institutional Account Holder;
no deposit insurance or equivalent protection applies;
Tazapay does not owe any fiduciary or similar duty to the End Clients;
no interest shall be payable on such funds; and
Tazapay is not liable for maintaining balances on behalf of the End Clients and that this is solely the responsibility of the Institutional Account Holder.
Such disclosures shall be incorporated into the Flow-Down Terms.
The Institutional Account Holder further acknowledges and agrees the following:
funds held in the Institutional Account are not deposits with Tazapay and are not subject to any form of deposit insurance or deposit guarantee scheme;
Tazapay does not at any point, directly or indirectly owe any fiduciary or similar duty to the Institutional Account Holder's End-Customers;
no interest shall accrue or be payable by Tazapay in respect of any funds held in the Institutional Account; and
Tazapay is not liable for maintaining balances on behalf of the End Clients and that this is solely the responsibility of the Institutional Account Holder.
In the course of using the Tazapay Services, including, where applicable, the Tazapay Payment Gateway as described and defined in Appendix 1, Tazapay Global Collection Account as described and defined in Appendix 2, the Payout Service as described and defined in Appendix 3, the Escrow Service as described and defined in Appendix 4, and the Virtual Assets Onramp and Offramp Services as described and defined in Appendix 6, Tazapay shall facilitate POBO and/or COBO transactions.
Where the Institutional Account Holder is a regulated FI, all payment Instructions shall be submitted solely by the Institutional Account Holder on behalf of its End Clients and Transactions shall be deemed to be initiated upon receipt of such Instruction.
Where the Institutional Account Holder is not a regulated FI, payment Instructions from End Clients will be delivered through the Institutional Account Holder's integrated platform with Tazapay, provided that the Institutional Account Holder shall remain fully responsible for all such Instructions and their accuracy, validity and compliance with Applicable Law. Transactions shall be deemed to be initiated upon receipt of such Instruction.
The Institutional Account Holder agrees to be responsible for the accuracy, legality, and authorisation of Instructions and the accuracy of Beneficiary details. Tazapay will not be liable for funds lost due to clerical errors such as typographical mistakes in the account number, SWIFT, or BIC codes. The Institutional Account Holder also assumes all responsibility for ensuring that any and all Transactions are in compliance with Applicable Law, including any AML, CFT and KYC requirements.
Invalid instructions may potentially incur additional processing fees. Any such fees shall be borne by the Institutional Account Holder, and Tazapay may deduct or set off such amounts against the Institutional Account Holder's Available Balance or any amounts otherwise payable by Tazapay to the Account Holder.
In the event that the Institutional Account Holder makes an erroneous transfer of money to a third party through the Tazapay Services on its own accord or as a result of incomplete, inaccurate, or outdated Instructions (resulting from Institutional Account Holder or End Client error), Tazapay will not be liable for the recovery of such funds.
In the event that a Transaction occurs as a result of Tazapay's error, Institutional Account Holders will make reasonable efforts to recover funds paid out.
Tazapay may, at its sole discretion, refuse to execute a Transaction Instruction, satisfy a Payout Request, or process a Withdrawal if it reasonably determines that the execution of such a Transaction would result in:
a breach of these Institutional Account Holder Terms or any term in the General (Account Holder) Terms, User Terms, Privacy policy, or Acceptable Use Policy;
any unauthorized or invalid Transaction;
significant risk of Tazapay breaching its Compliance, Sanctions, or other regulatory obligations under the Applicable Laws;
a business or activity that may be unlawful, fraudulent, enables or facilitates (or may enable or facilitate) illegal or prohibited transactions, may be harmful to a third party, or otherwise presents an unacceptable risk to Tazapay;
any other consequence which Tazapay deems could expose Tazapay, its Affiliates, or a third party to risks unacceptable to Tazapay.
Institutional Account Holder must at all times provide accurate information with respect to a Transaction, including all details of the ultimate remitter, Travel Rule data (where applicable), and must otherwise respond to RFIs with respect to any Transaction, and, where applicable, provide Tazapay with all relevant underlying documentation concerning source of funds, source of wealth, and any other information as requested by Tazapay from time to time. Tazapay may, at its sole discretion, refuse to execute a Transaction if it reasonably determines that such information is insufficient.
The Institutional Account Holder accepts full responsibility for ensuring the Instructions provided by an End Client relating to a given Transaction are accurate and carried out, relayed, transmitted, or otherwise processed expediently and correctly by the Institutional Account Holder. Tazapay will not be held liable for any losses arising as a result of delayed, incomplete, mistaken, inaccurate, or otherwise erroneously carried out Transactions, including FX slippage. The Institutional Account Holder hereby waives the right to make any claims against the Company related to such erroneous transfer of money.
The Institutional Account Holder shall indemnify and hold harmless Tazapay, its Affiliates, officers, and employees against all claims, losses, liabilities, or expenses arising from:
the access and use of the Tazapay Services by the Institutional Account Holder;
the End Client and/or Institutional Account Holder's breach of the Agreement, or any Applicable Law;
any investigation, inquiry or other enforcement action initiated by an applicable regulatory authority;
third parties in relation to the End Client or Institutional Account Holder's use of the Tazapay Services; and
any fraudulent activity, unauthorised transactions or otherwise initiated by or through an End Client.
Without limitation to section 18 (Liability) of the General (Account Holder) Terms, Tazapay shall not be liable for delays or losses caused by any counterparty or third-party, including any Beneficiary, Customer, Institutional Account Holder, Service Provider, technology, website, platform, or network which the Tazapay Services rely upon.
Tazapay shall be responsible for initiating Payouts for the full value of the corresponding amount, However, Tazapay does not guarantee that the Beneficiary will receive the full amount, as deductions, fees, or charges may be applied by the Beneficiary's bank, intermediary banks and/or other financial institutions.
To the extent permissible by Applicable Law, Tazapay shall bear no liability to the Institutional Account Holder's End Clients.
To the extent permissible by Applicable Law, the obligations under this section 6 shall survive the termination of this Agreement and shall remain in full force and effect until the expiration of the relevant statutes of limitation.
During the term of this Agreement and for a period of 10 years thereafter, Tazapay, an applicable Governmental Authority or a designated third-party auditor (the "Auditor") shall have the right, upon reasonable notice in writing, to audit the Institutional Account Holder's records and operational processes. This may include onboarding processes, the Institutional Account Holder's internal controls, complaint and dispute handling procedures, as well as suspicious transaction reporting mechanisms.
The Institutional Account Holder must fully cooperate with these audits by providing the Auditor with reasonable access to its premises, personnel and systems. The Institutional Account Holder shall cooperate fully with all RFIs and shall not unreasonably withhold or delay the production of any such information and/or any corresponding documentation.
Where the audit reveals any material deficiencies or non-compliance by the Institutional Account Holder, the Institutional Account Holder shall provide Tazapay with a remediation plan within 20 Business Days. Following Tazapay's approval of the remediation plan, the Institutional Account Holder shall implement the remediation plan at its own expense.
Tazapay expressly reserves the right to take any of the following actions as set out in section 3.4 of the General (Account Holder) Terms against the Institutional Account Holders at its sole discretion, typically in the following circumstances:
the Institutional Account Holder fails to provide the information requested for in an RFI within the timeframe stipulated by Tazapay;
Tazapay deems the information furnished by the Institutional Account Holder in response to an RFI to be incomplete, unsatisfactory, or further raises other regulatory and/or compliance concerns;
the results of any "know your customer" or other similar checks or screenings under Applicable Laws or regulations conducted on the End Client are unsatisfactory to Tazapay in its sole discretion or continuing any Service could cause reputational, regulatory, financial or operational harm to Tazapay;
where Tazapay becomes aware of a breach of Applicable Law and/or Acceptable Use Policy by the Institutional Account Holder;
where an Institutional Account Holder that is a regulated FI has its license suspended, revoked, cancelled or the Institutional Account Holder becomes otherwise prohibited to provide Tazapay Services to its End Clients under the Applicable Laws of its jurisdiction; or
where the End Client fails to comply with any Flow-Down terms, AML procedures, or Acceptable Use Policy.
Should the Institutional Account Holder fail to remediate such identified deficiencies by the next audit or any other timeline as agreed between Tazapay and the Institutional Account Holder, Tazapay shall be entitled to terminate the Agreement.
The Institutional Account Holder shall comply with all Applicable Laws relating to data protection and privacy in respect of its End Clients' personal data, and shall implement and maintain its own privacy policy governing such data. The Institutional Account Holder shall also comply with any data handling requirements notified by Tazapay insofar as they relate to the provision of the Tazapay Services.
The Institutional Account Holder represents that all Personal Data which it or any of its officers, employees, agents or sub-contractors supply to us at any time has been lawfully obtained and will be lawfully supplied to us in accordance with the Applicable Laws.
The Institutional Account Holder shall maintain and make available to its End Clients a clear and up-to-date Privacy Policy that complies with Applicable Laws and adequately discloses the collection, use, processing and transfer of Personal Data in connection with the Tazapay Services, including the sharing of such Personal Data with Tazapay and the purposes for which Tazapay processes such Personal Data.
As between the parties, the Institutional Account Holder shall act as the data controller in respect of Personal Data of its End Clients, and Tazapay shall process such Personal Data as a data processor on behalf of the Institutional Account Holder for the purposes of providing the Tazapay Services.
Tazapay and the Institutional Account Holder shall hereby provide reasonable cooperation and assistance to each other as necessary for the other Party's compliance with Applicable Laws (at the other Party's reasonable expense) with respect to such Personal Data.
The Institutional Account Holder shall not use the name, trademarks, branding or other intellectual property of Tazapay in any marketing, promotional or client-facing materials without the prior written approval of Tazapay.
Where such approval is granted, the Institutional Account Holder shall ensure that all references to Tazapay and the Tazapay Services are accurate, fair, and not misleading, and are used strictly in accordance with any guidelines or instructions provided by Tazapay from time to time.
Upon termination of the Agreement, the Institutional Account Holder will (i) immediately remove any reference to Tazapay and the Tazapay Services from any websites, software applications, marketing or advertising materials; and (ii) return and/or destroy any Tazapay property (including intellectual property) in accordance with the terms of this Agreement.
The Institutional Account Holder shall, and shall ensure that its End Clients, comply with all applicable anti-bribery, anti-money laundering, counter-terrorism financing and sanctions laws and regulations. Where the Institutional Account Holder is a regulated FI, it shall maintain and implement adequate policies, procedures and controls in respect of such matters in accordance with applicable regulatory requirements, and make such policies, procedures and controls available to Tazapay for its assessment thereof.
Where the Institutional Account Holder is a regulated FI, it shall maintain at its own cost adequate insurance coverage, including professional indemnity insurance, general commercial liability insurance, cyber risk and errors and omissions insurance, with coverage limits appropriate to the nature and scale of its operations and in any event not less than an aggregate amount of USD 1,000,000 (or its equivalent in any other currency).
The Institutional Account Holder shall provide Tazapay with certificates of insurance and any other reasonable evidence confirming the existence and validity of such insurance coverage.
The Institutional Account Holder shall promptly notify Tazapay in writing of any material reduction in coverage, cancellation, non-renewal, or lapse of such insurance policies, within ten (10) Business Days of such event occurring.
