Terms and Conditions Governing Innovative Platforming Products and Services

 

Effective Date: 1 March 2024

 

The terms and conditions, comprising the General Terms (as provided in Section A) and INFII Vault Specific Terms (as provided in Section B), collectively referred to as the "Terms," establish the relationship between RMBEX Limited ("Platform," "us," "we," or "our") and you, the customer ("you" or "your"), and govern the services and products provided to you under these Terms. The Platform agrees to furnish you with the services or products for which you have applied and which we have approved.

 

Section A (General Terms and Conditions) delineates the terms and conditions ("General Terms") generally applicable to the services and products provided by the Platform under these Terms.

 

Section B (INFII Vault Specific Terms) outlines the Specific Terms governing the provision of a Corporate Vault by the Platform to you.

 

The specific terms and conditions (each referred to as "Specific Terms," collectively referred to as the "Specific Terms") pertain to the provision of specific services and products by the Platform to you. Upon the introduction or agreement to provide you with new services or products, the Platform will notify you of the relevant Specific Terms applicable to such offerings. You agree that the relevant Specific Terms will apply to the provision of the respective new service or product by the Platform. The Specific Terms are integral to these Terms. In the event of any inconsistency between the General Terms and the Specific Terms, the relevant Specific Terms shall prevail to the extent of such inconsistency.
 

1. General Terms & Conditions

 

1. Vault Opening Requirements

 

1.1 To initiate the opening of any Vault with the Platform or utilize any service or product offered by the Platform, you must adhere to the following requirements:

 

(a) Fulfill any stipulated requirements specified by the Platform periodically or concerning any specific service or product;

(b) Consent to the Platform conducting Personal and Corporate and/or corporate information inquiries to verify/identify applicants and record data as part of the Vault opening process;

(c) Agree to furnish the Platform with any requested information or documentation in the form and manner prescribed by the Platform from time to time; and

(d) Acknowledge our obligation to conduct due diligence reviews on our customers. You agree to execute declarations, perform necessary actions, and/or provide documents requested by us within the stipulated time frame for this purpose. Failure to comply may result in the non-onboarding of you as a customer. You authorize us to verify, conduct checks, and obtain information or confirmations at any time during Vault opening and/or thereafter, including but not limited to checks and information from Know Your Customer (KYC) databases and all other credit reference agencies not explicitly mentioned herein. We may also obtain information from any financial institution through appropriate means deemed necessary by us. Furthermore, you consent to the disclosure of required information to the aforementioned parties to enable the Platform to assess your status for Vault consideration, grant and/or maintenance of the Vault, debt recovery under the Vault, or any other purpose related to or in connection with your Vault, as required or permitted by law, regulations, guidelines, and/or relevant regulatory authorities.

 

2. Instructions

 

2.1 Instructions to the Platform must be provided in writing (through any means specified and accepted by the Platform, including electronic means), or by any other means permitted by the Platform. Such instructions are considered effective only upon receipt by the Platform and supported by any documentation required by the Platform.

2.2 The Platform will exclusively act upon instructions from you. We reserve the right to act and rely on any instruction reasonably believed to originate from you. You acknowledge that the Platform may implement appropriate security procedures to verify your identity and the authorization of a transaction. Depending on the type of products and services, additional confirmation may be requested before acting on any instruction. If requested, you must promptly provide the necessary information or evidence of your identity or authentication. Nevertheless, we may act and rely on any instruction without such evidence.

2.3 If instructions require the use of a passcode, PIN, or authentication code, you agree that their use signifies the instruction's origin and authorization by you. It is your responsibility to maintain the confidentiality of your passcodes, PINs, and authentication codes. Any suspected compromise of your passcode, PIN, or authentication code must be immediately reported to the Platform.

2.4 The Platform assumes no responsibility or liability for any Loss incurred due to acting on unauthorized instructions, unless resulting from gross negligence, willful misconduct, or fraud.

2.5 You are responsible for ensuring that your instructions are timely, accurate, clear, and complete. The Platform may request confirmation, clarification, or further information before acting on any instruction. We are not liable for any Loss resulting from late, inaccurate, unclear, inadequate, or incomplete instructions, unless due to gross negligence, willful misconduct, or fraud.

2.6 The Platform reserves the right, though not obligated, to withhold action on any instruction or conduct checks before acting if:

(a) We reasonably believe the instruction is unauthorized or originates from an unauthorized source;

(b) The instruction is unclear, incomplete, or conflicting;

(c) You fail to provide requested information, documents, or authentication;

(d) We believe you lack the mental capacity to provide instructions or manage your Vault;

(e) Insufficient funds exist in your Vault, or the instruction may cause overdrawing or negative balance;

(f) Compliance with Applicable Law, court order, or any prohibition prevents action;

(g) Circumstances beyond our control prevent action; or

(h) Other reasonable grounds exist, including those granting us the right to freeze or suspend your Vault or upon the occurrence of any Event of Default.

 

The Platform is not liable for any resulting Loss, including delays in executing instructions, unless due to gross negligence, willful misconduct, or fraud.

 

2.7 All instructions given by you are irrevocable and binding, unless otherwise agreed by the Platform.

2.8 Instructions received by the Platform remain effective until written notice, along with necessary documents evidencing death, Bankruptcy, or revocation, is received.

2.9 You acknowledge that third-party electronic communication systems, such as the internet and cellular networks, may expose transmitted information to unauthorized access. The Platform bears no responsibility for malicious actions or unauthorized disclosures arising from the use of third-party electronic communication channels.

 

3. Statements and Notifications

 

3.1 The Platform will regularly provide you with statements of your Vault, detailing your Vaults and transactions on the Platform's mobile application. The frequency of these statements will be communicated to you. Additionally, the Platform may send notifications of transactions for your Vault, irrespective of transaction value.

3.2 You are responsible for reviewing your Vault statements and transaction notifications for errors or unauthorized transactions, ensuring the accuracy and completeness of the information. You agree to promptly review any statement or notification upon receipt.

3.3 If (a) no notification of errors or unauthorized transactions is received from you, or (b) you do not object to any details within your statement of Vault within fourteen (14) days from its availability, the Platform will consider the details in the statement as correct, accurate, conclusive, and binding on you.

3.4 Except as provided in Clause 3.3, statements of Vault and transaction records held by the Platform are deemed final, conclusive, and binding on you.

3.5 The Platform reserves the right to adjust, reverse, or cancel any transaction or entry in statements of Vault or records to correct errors or omissions, return wrongfully credited funds, or address delayed or incomplete fund transfers. Any such rectifications are binding on you.
 

4. Fees and Charges

 

4.1 The Platform reserves the right to levy fees and charges for the provision of our services and products, and may adjust the amount of these fees and charges at any time, subject to providing twenty-one (21) calendar days' notice before the effective date of change. Notice will be provided through written communication, electronically, or via notices displayed on the Platform's website and/or mobile application.

4.2 The Platform's fees and charges will be outlined in a fee schedule periodically communicated to you through the Platform's website, mobile application, or electronic mailing. This fee schedule constitutes part of these Terms. In case of any inconsistency between the General Terms and the fee schedule, the fee schedule shall prevail to the extent of such inconsistency.

4.3 Additionally, you agree to compensate the Platform for any expenses, taxes, or other charges incurred in providing you with products or services. Whenever feasible, the Platform will inform you in advance of such expenses, taxes, or charges.

4.4 You are required to settle such fees, charges, and expenses promptly.

4.5 The Platform reserves the right to debit these fees, charges, and expenses from your Vault, or by any other means determined at our discretion.
 

5. Disclosure of Customer Information

 

5.1 Except for marketing and/or cross-selling endeavors, where mandatory "opt-in" regulations will be adhered to, you hereby consent to the Platform disclosing Customer Information to the following parties or for the following purposes:

(a) your legal representative, family member, or beneficiaries upon your death or mental incapacity;

(b) any Related Entity of the Platform;

(c) in relation to centralized functions such as audit, risk management, finance, or information technology within the Platform's group of companies;

(d) in relation to due diligence of a corporate exercise approved by the Platform's board of directors regarding merger and acquisition, capital raising exercise, or sale of assets or business;

(e) if necessary for the Platform to execute a transaction or any instruction or mandate given by you;

(f) agents, advisers, auditors, legal counsel, service providers, contractors, subcontractors, including cloud storage providers, background check providers, marketing service providers, data analytics providers, research partners, and debt collectors;

(g) any other financial institution, insurer, provider of credit protection, fund manager, or financial market infrastructure for service or product provision;

(h) payment system operators, payment institutions, or other parties for funds transfer or payment transaction purposes, along with their service providers, contractors, and agents;

(i) Authorities of the Platform's operating regions for legal, regulatory, compliance, and risk management compliance;

(j) credit bureaus, alternative credit scoring agencies, and credit reporting organizations;

(k) government authorities, regulators, statutory bodies, enforcement agencies, tax authorities, courts, tribunals, or judicial bodies;

(l) Authorities for crime investigation or prevention of crime;

(m) persons required by Applicable Law;

(n) persons related to legal actions against you or service/product provisions to you;

(o) associations/organizations where the Platform is a member/associate/affiliate member;

(p) persons to whom the Platform assigns or transfers rights or obligations under these Terms;

(q) parties involved in corporate transactions, mergers, acquisitions, or business asset transfers;

(r) third parties as implied or required by applicable laws; or

(s) persons mentioned in the Data Privacy Policy.

 

5.2 You consent to such disclosure and confirm that the Platform, its officers, and employees shall not be liable for furnishing such information or for any reliance placed on the information provided in accordance with these Terms.

5.3 Clause 5 (Disclosure of Customer Information) shall remain effective even after the termination of these Terms.

 

6. Personal and Corporate Data

 

6.1 You acknowledge, agree, and consent to the Platform collecting, using, processing, and disclosing the Personal and Corporate Data provided by you in accordance with the Data Privacy Policy and Cookies Policy (as amended from time to time), which is incorporated by reference into this Clause 6 (Personal and Corporate Data). The policy outlines:

 

(a) the Personal and Corporate Data collected;

(b) methods of collecting Personal and Corporate Data;

(c) purposes for which Personal and Corporate Data is used;

(d) parties to whom Personal and Corporate Data is disclosed;

(e) transfers of Personal and Corporate Data overseas;

(f) usage of cookies and related technologies;

(g) measures for the protection of Personal and Corporate Data;

(h) retention periods for Personal and Corporate Data;

(i) your rights concerning your Personal and Corporate Data;

(j) updates and amendments to the policy; and

(k) contact information for queries or exercising your rights under the Data Privacy Policy.

 

6.2 Any consent you provide concerning your Personal and Corporate Data under these Terms remains valid even after your death, incapacity, bankruptcy, or insolvency, as applicable, and after the termination of these Terms.

 

7. Your Obligations

 

7.1 You affirm that the following statements are accurate and true at the time of opening any Vault with the Platform or using any of its services or products, and you continue to affirm their accuracy throughout your engagement with the Platform:

 

(a) You possess the full authority, capacity, and power to enter into these Terms, conduct transactions with or through the Platform, and fulfill all obligations under these Terms.

(b) You have obtained all necessary authorizations and taken requisite actions to enter into these Terms and fulfill your obligations.

(c) Your obligations under these Terms are legally binding and enforceable.

(d) Information or documents provided to the Platform are accurate, complete, not misleading, and you authorize verification as deemed appropriate.

(e) You have read and understood the Data Privacy Policy.

(f) You consent to the collection, use, processing, and disclosure of all Personal and Corporate Data as outlined in the Data Privacy Policy.

(g) You are not and will not be in violation of any Applicable Law or contractual agreements by entering into these Terms or obtaining services or products.

(h) You have not engaged in unlawful activities, including tax evasion, money laundering, terrorism financing, bribery, or corruption, nor are you involved in sanctioned activities.

(i) You acknowledge the Platform's zero-tolerance stance against bribery and corruption.

(j) You confirm that you are not a citizen or resident of any jurisdiction where the Platform is prohibited from providing services, and agree to comply with all relevant laws and regulations.

(k) You act as a principal for your own benefit and not on behalf of any other person.

(l) You have not committed any acts of bankruptcy or been adjudged bankrupt.

(m) There are no Events of Default occurring.

 

7.2 You agree to:

 

(a) Promptly inform the Platform of any changes to your Personal and Corporate details and provide updated KYC and/or KYB verification if necessary within thirty (30) days.

(b) Notify the Platform immediately if any representations and warranties in Clause 7.1 become inaccurate.

(c) Adhere to all Applicable Laws regarding anti-bribery, anti-money laundering, countering financing of terrorism, and sanctions.

(d) Refrain from using Platform services for unlawful purposes or purposes breaching Applicable Laws.

(e) Review statements and transaction notifications promptly, reporting errors or unauthorized transactions immediately, providing requested information, and making a police report if necessary.

(f) Maintain the confidentiality of your password, PIN, and other security codes, refraining from sharing them, and notifying the Platform promptly if you suspect compromise.

 

7.3 The Platform will not request your Personal and Corporate particulars, password, PIN, or other security code via SMS or email. You are responsible for safeguarding this information and exercising caution with hyperlinks claimed to be from the Platform in SMS or email communications.

 

8. Conflicts of Interests

 

8.1 The services and products offered by the Platform are not exclusive, and you acknowledge and consent to the Platform providing the same services and products to other customers.

8.2 You agree that:

(a) The Platform may introduce you to other individuals and/or business partners who may recommend their services and products to you, and may collect, use, process, and disclose your Personal and Corporate Data as outlined in the Data Privacy Policy.

(b) You may have been referred to the Platform by other business partners. You consent to the Platform receiving or paying a referral fee or commission to or from such individuals and/or business partners for such introductions.

 

9. Service Providers and Agents

9.1 You agree that the Platform may engage third party service providers, contractors or agents for the purposes of, and in connection with, the provision of services and products to you.

 

10. Rights of the Platform

10.1 The Platform reserves the right to decide whether to approve your application for any services or products and whether to continue providing you with such services or products. Additionally, the Platform may withdraw or alter the provision of services or products at its discretion.

10.2 The Platform may record electronic conversations or video conferences with you and may use these recordings in case of disputes. You consent to the use of such recordings as conclusive evidence of instructions and conversations.

10.3 Records of Customer Information will be retained to comply with Applicable Laws and for operational purposes. The Platform's records are considered conclusive evidence of their contents, including details of your Vaults and transactions.

10.4 The Platform may take necessary steps to comply with Applicable Laws or court orders and may refrain from actions that would breach such laws or orders. The Platform is not liable for any losses resulting from such actions.

10.5 The Platform may freeze, suspend, block, close, or terminate your Vaults or services for various reasons, including insufficient funds, failure to provide requested information, suspicion of unlawful activity, regulatory requirements, court orders, insolvency, investigations, abuse of electronic services, or other reasonable grounds.

10.6 The Platform is not liable for any losses incurred due to the freezing, suspension, blocking, closure, or termination of your Vaults or services.

10.7 The Platform may reverse or cancel transactions and make corresponding adjustments to your Vaults to correct mistakes, comply with Applicable Laws, or for other reasonable grounds.

10.8 Some services or products may be temporarily unavailable for maintenance purposes. Whenever possible, the Platform will provide advance notice of such unavailability.

10.9 In the event of your death, payments made by the Platform to your next of kin constitute full discharge of the Platform's liability, binding on your heirs, representatives, assigns, successors, and estate.

10.10 This Clause 10 (Rights of the Platform) remains effective even after the termination of these Terms.

 

11. Payments

11.1 Payments to the Platform must be made in freely available funds without any set-off, counterclaim, withholding, or deduction of taxes, charges, or other duties.

11.2 If withholding or deduction is required under Applicable Law, you agree to pay the Platform an amount equal to the withheld or deducted amount so that the Platform receives the net amount it would have received without such withholding or deduction.

11.3 Service fees, commissions, and other charges to the Platform are exclusive of taxes, which, if applicable, must be paid by you without any set-off or condition. If taxes are payable on your payments to the Platform, you must pay an additional amount equal to the taxes. If the Platform is required to deduct or withhold any amount for taxes payable by you, it may do so from your Vault or any amounts due to you.

11.4 If you fail to make payments to the Platform on time, the Platform may charge default interest on the overdue amounts at a rate determined by the Platform and notified to you.

11.5 This Clause 11 (Payments) remains effective even after the termination of these Terms.

11.6 All service fees, charges, and payments made by the Customer to the platform in connection with the services provided, including but not limited to transaction fees, subscription fees, and any other applicable charges, are non-refundable under any circumstances. This includes, without limitation, any fees paid in advance or on a recurring basis, whether or not the Customer fully utilizes the services.

11.7 The Customer acknowledges and agrees that once a payment or fee has been processed, the platform is under no obligation to refund, reimburse, or credit any portion of the payment for any reason, including but not limited to service interruptions, transaction delays, or termination of services.

 

 

12. Liquidity Assets and Foreign Currencies

12.1 If the Platform receives payments from you, executes transactions for you, or you owe any amounts to us in a currency other than our defined operating currencies and/or liquidity assets, we reserve the right to convert the amount denominated in the foreign currency into our operating currencies and/or liquidity assets at the prevailing exchange rate determined by us. If we incur any costs or expenses in making such conversion, you agree to compensate us for those costs or expenses.

 

13. Right of Set-Off and Lien

13.1 The Platform reserves the right to retain any amount it holds for you in any Vault, or withhold any payments due to you, if you have outstanding amounts owed to the Platform, other outstanding liabilities, or if the Platform has placed a hold on any amount in your Vaults for any reason.

13.2 All funds in your Vaults with the Platform are subject to a lien in favor of the Platform. This lien may be applied as security for any amounts you owe to the Platform or any other outstanding liabilities at the discretion of the Platform.

13.3 The Platform may, with seven (7) calendar days prior notice, set-off any balance in your Vaults with any amounts owed to you against any amounts you owe to the Platform. The Platform may also combine or consolidate all your Vaults held with us.

13.4 The Platform reserves the right to exercise these set-off and lien rights at any time, regardless of whether an Event of Default has occurred, whether your Vault has been closed, or whether these Terms have been terminated.

13.5 You are not permitted to create any security interest or encumbrance over your Vaults with the Platform without prior written consent.

13.6 This Clause 13 (Right of Set-Off and Lien) shall survive the termination of these Terms, and the Platform's rights under this Clause shall not be affected by your Bankruptcy, insanity, or death.

 

14. No Tax, Legal or Other Advice

14.1 The Platform explicitly states that it does not offer advice on tax, Vaulting, insurance, legal, regulatory, or environmental matters. Should you require such guidance, it is recommended that you consult with your own independent advisers.

14.2 The Platform operates strictly as a service provider and does not assume the roles of your agent, trustee, or fiduciary in delivering services or products to you.
 

15. Liabilities

15.1 The Platform shall not be liable for any Loss that you may incur in connection with or arising from our provision of services or products to you, unless such Loss is caused by our gross negligence, wilful misconduct or fraud. Without limiting the generality of the above, and without prejudice to any other provision of these Terms, the Platform shall not be liable for any Loss that you may incur:

(a) arising from us acting on any instruction that we reasonably believe to have been authorized by, or to have come from, you;

(b) any delay in carrying out your instructions, unless such delay is due to our gross negligence, wilful misconduct or fraud;

(c) as a result of the Platform taking any steps reasonably necessary to comply with any Applicable Law or court order or taking any other action in accordance with our rights under these Terms;

(d) where the provision of services or products to you is affected by any event or circumstance that is not reasonably within our control, regardless of the duration of such event or circumstance;

(e) where there is any unauthorized use or access of your smartphone or other device used to access the services or products provided by the Platform, or your smartphone or other device is lost, misplaced or stolen; or

(f) where your password, PIN or other security code is compromised or misused by another person.

 

In any event, we shall not be liable for any Loss that is an indirect or consequential loss, or any lost profits, earnings, business, goodwill or opportunity, even if such Loss is foreseeable.

15.2 We are not responsible or liable for the acts of any third party, including the acts of any third party involved in the provision of services or products to you, or the acts of any third party service providers, contractors or agents engaged by the Platform and their subcontractors or the insolvency or Bankruptcy of any such third party, and we will not be liable for any Loss that you may incur as a result of the acts of any such third party, unless such Loss is caused by our gross negligence, wilful misconduct or fraud. These Terms contain requirements of you with regard to the security of your Vault. Where you fail to comply with any express term/ requirement/ instruction in these Terms, the Platform will be discharged from all liabilities in relation to the same.

15.3 We are not responsible for any decision you make to obtain our services and products or to enter into these Terms, and any such decision is your own decision based on your independent judgment. If you need any advice, you should seek advice from your own independent advisers.

15.4 We are not responsible or liable for any acts or representations of our employees or agents that are made without our authority.

15.5 Regardless of anything contrary to these Terms and to the extent permitted by law, the Platform’s total liability to you for any claim (however arising) shall only be limited to the amount of the transaction involved which give rise to the claim or the actual direct loss suffered by you, whichever is the lower. The claim must be supported by documentary evidence satisfactory to the Platform.

15.6 The Platform shall not be responsible for any loss, damage, injury, inconvenience or embarrassment suffered by you by reason of delay in performance or non-performance of the Platform’s obligation due to any cause beyond the Platform’s reasonable control, including but not limited to computer, electronic, electrical, system failure, malfunction, interruption or break down for any length of time.

15.7 This Clause 15 (Liabilities) shall survive the termination of these Terms.

 

16. Indemnities

16.1 You agree, on a continuing basis, to indemnify the Platform, and pay and reimburse the Platform, for all and any Losses that the Platform may incur in connection with or arising from our provision of services or products to you, except where such Loss is caused by our gross negligence, wilful misconduct or fraud.

16.2 This Clause 16 (Indemnities) shall survive the termination of these Terms.

 

17. Events Outside the Platform’s Control

17.1 The Platform shall not be responsible or liable for any Loss which you may incur where such Loss arises from any event or circumstance that is not reasonably within our control, regardless of the duration of such event or circumstance. Such events include earthquakes, fires, floods, storms, pandemics, natural disasters or other acts of God, wars, acts of terrorism, military action, riots, civil unrest or other disturbances, strikes, industrial disputes or other industrial actions, imposition of currency exchange controls or restrictions, embargoes, changes to laws and regulations or other governmental action, disruptions, mechanical errors or malfunctions in any machines or systems, sabotage, fluctuations or failures in power supply or telecommunication networks, disruptions or failures to the internet, computer viruses, or the failure of any financial market infrastructure.

 

18. Vault Closure and Termination

18.1 You may terminate these Terms or any service or product provided by the Platform and close your Vault by giving the Platform notice in writing.

18.2 The Platform may terminate these Terms or the provision of any service or product to you and close your Vault by giving you at least fourteen (14) days’ notice in writing.

18.3 In addition, the Platform shall have the right to terminate these Terms or the provision of any service or product to you and close your Vault, with immediate effect and without any notice to you if:

(a) you do not make any payment that is due to us;

(b) you breach any of your obligations under these Terms;

(c) you do not provide any information or documents requested by us, or you refuse, fail and/ or neglect to update your records with us or comply with authority requirements and/ or provide false, incorrect, inaccurate or out-dated information;

(d) any representation or warranty in Clause 7.1 is not true or accurate or is no longer true or accurate;

(e) you have insufficient or negative balance in your Vault;

(f) you are, or are likely to become, insolvent or Bankrupt, or any insolvency or Bankruptcy proceedings are commenced against you;

(g) you are, or are likely to be, unable to fulfill any of your financial obligations to any person, including third parties;

(h) your assets are subject to enforcement proceedings in any jurisdiction;

(i) you are the subject of any civil, criminal or disciplinary proceedings in any jurisdiction;

(j) your name appears in any alerts or warnings issued by the Authorities or are blacklisted by any Authorities;

(k) you commit or are convicted of any criminal offense in any jurisdiction, or you are found to be fraudulent or dishonest in any proceedings;

(l) we reasonably suspect that you are involved in any unlawful activity, including any breach of Applicable Law (including any Applicable Law relating to anti-money laundering, countering the financing of terrorism or sanctions);

(m) if there are any investigations by any Authorities pending, on-going or threatened against you;

(n) we are of the reasonable opinion that maintaining your Vault is against our policy;

(o) you become mentally unsound;

(p) your whereabouts are unknown to us; or

(q) we are required under Applicable Law or by any court order to do so.

 

18.4 In exercising the right to suspend and/ or close your Vault, the Platform may not be at liberty to disclose the reason(s) and shall have no obligation to do so, unless disclosure is required by law.

18.5 Upon the termination of these Terms or the closure of your Vault with the Platform, any amount that you owe to us shall immediately become due and payable.

18.6 If these Terms are terminated or your Vault is closed for any reason and you do not transfer all funds out from your Vault, we may proceed to exercise our rights of set-off and consolidation under Clause 13 (Right of Set-Off and Lien) and pay you the net balance in your Vault by any means in our discretion, and you agree that this shall be a full discharge of the Platform’s liabilities to you in respect of your Vault and these Terms, and you waive any and all rights or claims you may have against the Platform under these Terms.

18.7 Termination of these Terms do not affect any rights or obligations of any party that arose before the termination, or any liabilities that accrued before the termination.

18.8 This Clause 18 (Vault Closure and Termination) shall survive the termination of these Terms

 

19. Notices and Communications

19.1 You shall provide the Platform with your residential address, phone number, e-mail address or any other contact information at which we may contact you, and send you notices and communications. Your residential address may be used by the Platform as your mailing address. We may also provide your residential address, phone number, e-mail address or any other contact information to any government authority, regulator, enforcement agency, tax authority, court, tribunal or judicial body if we are required to do so. You must immediately inform us of any such change to your contact information.

19.2 The Platform may publish certain notices or communications to you on our website or mobile application. You should check our website or mobile application regularly for notices or communications.

19.3 Any notice or communication that the Platform sends to you will be deemed to be delivered and effective:

 

(a) if sent in person, at the time of delivery;

(b) if sent by post to an address, on the seventh Business Day following the date of posting;

(c) if sent by SMS or e-mail (as recorded on the device from which the sender sent), at the time of delivery, unless we receive a message delivery failure receipt;

(d) if sent by push notification through our mobile application, at the time of delivery; and

(e) if published on our website or mobile application, at the time of publication.

19.4 We also reserve the right to serve on you any notice in connection with your Vault by advertisement in any one daily newspaper and such notice will be deemed to have been served on you on the day the advertisement appears in the newspaper.

19.5 Notices or communications that you send to the Platform will be deemed to be delivered and effective only when we receive them.

19.6 The Platform will use your last known contact details that we have in our records. If you have more than one (1) Vault and the contact details are not the same, we are entitled to use the most recent details.

19.7 You may change your contact details i.e., mailing address, email address and mobile number for notices by giving notice to the Platform. No change of address howsoever brought about will be effective or binding on the Platform unless you have given the Platform actual notice of the change of address.

 

20. Amendments

20.1 The Platform may add to, amend, modify or vary any or all of these Terms (including our fees and charges, features and benefits) at any time by giving you at least twenty-one (21) calendar days’ notice before the addition, amendment, modification or variation take effect. Nonetheless, we will use reasonable endeavors to provide you with twenty-one (21) days' advance notice for any variation relating to our fees and charges and your liabilities or obligations, unless the addition, amendment, modification or variation is required for compliance with Applicable Law (which may take effect immediately).

20.2 The Platform may introduce new Specific Terms that apply to the provision of new services or products. Any such Specific Terms will take effect from the date we agree to provide you with the relevant new service or product.

20.3 The Terms herein shall be subject to the provisions of the Labuan Financial Services Authority and any other modifications thereto or any directive from Labuan Financial Services Authority or as may be directed or required by a regulatory body from time to time.

20.4 By continuing to maintain and operate your Vault after the effective date of the amendments or variations, you have accepted the amended Terms and the same shall be binding against you.

 

21. Assignments

 

21.1 The Platform may assign and/ or transfer all or any of its rights, title, liabilities and interest under these Terms to any person the Platform deems fit and subject to applicable legal or regulatory requirements, shall notify you of such assignment and/ or transfer.

21.2 You are not allowed to assign or transfer any part of your rights or obligations under these Terms without our prior written consent.
 

22. Waivers

22.1 A failure or delay by the Platform in exercising or enforcing any power or right under these Terms, or in enforcing compliance with any provision of these Terms, shall not operate as a waiver or release by the Platform, and the Platform is not prevented from exercising or enforcing any such power or right.

 

23. Illegality and Severability

23.1 If any provision of these Terms is, or becomes, illegal or otherwise invalid or unenforceable in any way, such illegality, invalidity or unenforceability shall not in any way affect or impair any other provision of these Terms, and these Terms shall be interpreted as if such illegal, invalid or unenforceable provision was varied so that it is legal, valid and enforceable or as if such illegal, invalid or unenforceable provision was not part of these Terms.

 

24. Terms Supersede

24.1 These Terms supersede any other prior agreement, understanding, notice, statement or representation, whether oral or written, in relation to any services or products of the Platform, unless specified by the Platform in writing.

 

25. Governing Law and Dispute Resolution

25.1 All complaints in respect of the Platform’s products and services shall be addressed to the Platform's Customer Support Team at the following channels: 

Hotline : 03-2935 9292

‍E-mail : [email protected]

You are required to specify the nature of your query, complaint and/ or dispute and such other details or information as may be required by the Platform. Such complaint, dispute or query shall be investigated, handled and/ or resolved in accordance with the Platform’s complaints and dispute resolution procedures.

 

26. Service of Legal Process or Documents

26.1 Any originating claim, statement of claim, originating application or any other notice or document relating to legal proceedings shall be deemed to be sufficiently served on you:

(a) if sent by registered post mail, with the notice or other document duly addressed and posted, postage prepaid, to your last known address in our records;

(b) If sent by email, with the notice or other document, marked for the attention of designated person, was duly sent to your last maintained email address in our records; or

(c) If sent by facsimile transmission, with the notice or other document duly transmitted from the despatching terminal as evidenced by a transmission report generated by the despatching terminal.

26.2 Nothing in this Clause 26 shall affect or limit our rights to serve any legal process or documents on you in any other manner allowed under Applicable Law.
 

27. ⁠Force Majeure

27.1 “Force Majeure" refers to any event or circumstance beyond the reasonable control of the platform that prevents, hinders, or delays the performance of its obligations under these Terms and Conditions. Such events may include, but are not limited to: natural disasters (such as earthquakes, floods, hurricanes, or storms), war, acts of terrorism, civil disturbances, insurrections, strikes, labor disputes, government regulations or actions, embargoes, pandemics, fires, explosions, interruptions or failures of telecommunication or internet services, system outages, changes in law, regulatory or compliance requirements, or any other event beyond the reasonable control of the platform.

27.2 We shall not be liable to the Customer if it is unable to perform, delay or fail to perform its obligations and services listed under these Terms and Conditions (Section A and Section B), including but are not limited to processing transactions, payment services, safekeeping services, exchange and trading services, where such delay or failure to perform is caused by a Force Majeure or other perils and any cause or circumstance whatsoever beyond the control of the platform. In the event of a Force Majeure, the platform's obligations shall be suspended for the duration of the Force Majeure and for such period following its cessation as may reasonably be required to resume performance.

27.3 The platform shall not be liable for any indirect, special, incidental, or consequential damages arising from or related to the suspension, interruption, or cessation of services caused by a Force Majeure event, including but not limited to, loss of profit, loss of revenue, loss of business opportunities, or loss of data.
 

28. Definitions and Interpretation

28.1 In these Terms, the following capitalized words have the following meanings:

 

“Applicable Law” - means any and all applicable laws, regulations, guidelines, codes or rules, including industry guidelines, codes or rules, in all regions where the customers we serve, and whether having the force of law, as amended, modified, varied or re-enacted from time to time.

 

“Authorities” - means financial services regulatory body, the Police, anti-corruption commission or agency or regulators or any other local or international regulatory authorities.

 

‍“Business Day” - means a day on which the Platform is open for transactions of business of the nature required.

 

‍“Customer Information” - means any information relating to you, including your Personal and Corporate Data and other Personal and Corporate information, and information on your Vaults and transactions, that the Platform has in connection with the provision of services or products to you.

 

‍“Data Privacy Policy” - means our data privacy policy available on our website or through our mobile application (as amended from time to time), which forms part of these Terms.

 

‍“Event of Default” - means any event that gives the Platform the right to terminate these Terms or the provision of any service or product to you under Clause 18 (Vault Closure and Termination).

 

‍“Loss” - means any losses, damages, costs (including legal costs on a full indemnity basis), expenses, liabilities, taxes, charges, suits, proceedings, actions, claims, any other demands or remedies of any kind, whatsoever and however caused, whether arising under contract, tort or otherwise, and including any lost profits, earnings, business, goodwill or opportunity, whether or not foreseeable, and whether direct, indirect or consequential.

 

‍“Personal and Corporate Data” - means any information (whether true or not) which identifies or that relates to an individual.

 

‍“PIN” - means the Personal and Corporate identification number for any service or product provided by the Platform.

 

‍“Related Entities” - means all the related corporations and associate corporations of (i) the Platform; (ii) the Platform’s holding company/ies; and (iii) the Platform’s ultimate holding company/ies. “Related Entity” shall be construed accordingly.

 

28.2 In these Terms, unless the context requires otherwise:

(a) the headings shall be ignored in interpreting the provisions of these Terms;

(b) any reference to a Clause shall be to a Clause of these Terms;

(c) any reference to “you” shall include the individual in whose name an Vault is maintained with the Platform, the individual offered a product or service by the Platform, and (as the context may require) any legal representative;

(d) any reference to a person shall include body corporates, unincorporated associations, partnerships, trusts and other bodies of persons;

(e) the word “includes” or “including” shall be understood to mean “includes without limitation” or “including without limitation”;

(f) any reference to actions or acts shall include failures to act; and

(g) any reference to any statute, regulation, guidelines, code or rules shall be a reference to such statute, regulation, guidelines, code or rules as may be amended, modified, varied or re-enacted from time to time.

 

28.3 In the event of any inconsistency between the English version of the Terms and other languages including but not limited to the Bahasa Malaysia version of the Terms, the English version of the Terms will prevail.

 

This Section B (INFII Vault Specific Terms) sets out the Specific Terms on which the Platform provides you with a Corporate Vault. References to Section A mean Section A (General Terms and Conditions) of these Terms. References to a clause number prefixed by ‘A’ mean the corresponding clause in Section A (General Terms and Conditions) of these Terms.

‍

1. Vault Opening Requirements

 

1.1 To open a Corporate Vault with the Platform, you:

(a) must be at least 18 years old, unless the Platform agrees otherwise;

(b) must be an entity incorporated in verified countries as defined by our Know Your Customer (KYC) Partners with a valid passport or identity card that proves your residence. Should there be any change to your citizenship and/ or country of residence after your Vault is opened, our provision of service to you shall be subject to your compliance with Clause A7.2(a); and

(c) must meet such other requirements that the Platform may specify from time to time; and

(d) must NOT be an entity that had engaged in, is engaging in or plan to engage in Illegal activities including but are not limited to

 

1. Trafficking of illicit drugs, narcotics, or controlled substances.
2. Money laundering or financing of terrorism activities.
3. Fraudulent schemes or financial scams targeting individuals or entities.
4. Human trafficking or exploitation of vulnerable populations.
5. Counterfeiting of currency or monetary instruments.
6. Arms trafficking or illegal weapon sales.
7. Organized crime involvement, including racketeering or extortion.
8. Piracy of intellectual property rights, including software piracy or copyright infringement.
9. Environmental crimes, such as illegal logging or wildlife trafficking.
10. Violations of international sanctions or embargoes imposed by regulatory authorities or governing bodies; and

 

(e) must affirm individual and corporate compliance with all applicable laws and regulations, and confirm that the business activities are conducted in accordance with ethical standards and legal requirements

 

1.2 You shall be allowed to hold and maintain only one Corporate Vault, single name Corporate Vault with the Platform. If you attempt to open or maintain more than one Corporate Vault with the Platform, this shall be a breach of your obligations under these Terms and the Platform shall have the right to terminate these Terms and close your Vault(s) with the Platform in accordance with Clause A18 (Vault Closure and Termination), or the right to combine and consolidate your Vaults in accordance with Clause A13 (Right of Set-Off and Lien).

 

2. Corporate Vault and Service Fee

 

2.1 Your Corporate Vault will have one or multiple wallets provided by a licensed digital trust. The number of wallets that you may maintain will be determined by the Platform according to the product specification and notified to you from time to time.

2.2 The funds in each of your wallets will be segregated and maintained separately from each other. Your funds in one wallet can be transferred to and from another wallet and can be used for payments or funds transfers to or from other Vaults. 

2.3 When you open a vault with the Platform, you authorize us to debit the corresponding service fee amount from your Corporate Vault through Fiat Wallet and any charges, expenses, maintenance fee or any other reasonable fees and charges imposed by the Platform or such applicable taxes whether currently in force or to be implemented and chargeable by Applicable Laws for the services and facilities rendered. Refer to pricing schedule for a detailed fee schedule.

 

3. Minimum and Maximum Balances

 

3.1 The Platform reserves the right to impose a minimum balance for your Corporate Vault. Refer to pricing schedule for a detailed product schedule.

3.2 The Platform reserves the right to impose a maximum balance that can be held in your Corporate Vault. The maximum balance amount will be determined by the Platform according to the product specification or depending on your risk level and notified to you from time to time. The maximum balance amount will be the aggregate balance of all your wallet under your name. Once the maximum balance in your Corporate Vault has been reached, you will still be allowed to make deposits, or receive any transfers, into your Corporate Vault. However, overage fee will be applied to the excess amount relative to defined maximum balance and charge to you. At the same time, interest will continue to be calculated, if applicable, based on the defined maximum balance in each of your wallets and be paid by the Platform into the relevant wallets or to you through any other means. If applicable, the Platform may also make other credits (e.g., cashback or rewards) into your Corporate Vault after the maximum balance in your Corporate Vault has been reached.

3.3 In addition, there may be a minimum first time deposit that needs to be deposited into your Fiat Wallet to activate your Corporate Vault. The amount of the minimum first time deposit will be determined by the Platform according to product specification and notified to you from time to time. If you fail to meet the minimum first time deposit, your Corporate Vault will be deactivated and you will not be allowed to make any withdrawal, or any outbound transfers, from such a Corporate Vault. Interest, if applicable, will be discontinued during the deactivation period.

3.4 In such a case that you failed to maintain a minimum balance requirement, you are given fourteen (14) days upon the notification sent to you by the platform via email or SMS to fund your Vault so as to meet the minimum balance requirement or such amount determined at our discretion. If no effort has been done to meet the minimum balance requirement within the given period, your Vault will be deactivated by the Platform.

 

4. Funds Transfers

4.1 When you instruct the Platform to make a funds transfer, you authorize us to debit the corresponding amount from your Corporate Vault and any charges, expenses, maintenance fee or any other reasonable fees and charges imposed by the Platform or such applicable taxes whether currently in force or to be implemented and chargeable by Applicable Laws for the services and facilities rendered. If any debit causes your Vault to be overdrawn, you are liable to repay the outstanding amount to the Platform on demand together with fees, charges, expenses and interest accruing on the outstanding amount at such rate as the Platform may specify. The rate of interest will be determined by the Platform from time to time based on the Platform’s prevailing interest rates which will be notified to you from time to time by publication on our website and/ or mobile application.

4.2 Fund transfers may be subject to transaction limits set under Applicable Law, by the rules or guidelines governing the payment operator system, or by the Platform. Any transaction limits set by the Platform will be notified to you.

4.3 A funds transfer may not be able to be processed due to circumstances relating to the recipient.

4.4 You are responsible for ensuring and verifying that the details of the recipient that you are sending funds to, and details of the amount to be transferred, are correct. The Platform has no obligation to check that the recipient is the intended recipient of your funds. If you accidentally transfer funds to the wrong recipient or you have transferred the wrong amount of funds, and you have informed the Platform promptly of such error, the Platform will endeavour to help you recover the funds. However, there is no guarantee that the Platform will be able to do so, and the Platform is not responsible or liable for any Loss that you may suffer as a result of sending funds to the wrong recipient or sending the wrong amount of funds.

4.5 If you receive a funds transfer from an unexpected source, you must inform the Platform immediately. You shall cooperate with the Platform in our investigations of the source of the funds, and the Platform shall have the right to reverse any funds transfer where the sender made a mistake in sending funds to you.

4.6 For transfers of funds between Vaults held with the Platform (e.g. from your Vault to another Vault held with the Platform and vice versa), you agree and consent to the Platform (a) identifying you to the other Vault holder, and (b) disclosing to the other Vault holder that you are a customer of the Platform, based on your Personal Data (such as your name and mobile telephone number).

4.7 The Platform shall have the right to not process any of your instructions for a funds transfer in accordance with Clause A2.8 (Instructions).

4.8 Where the Platform has received notice that funds have been credited or transferred to your Corporate Vault by error, wrongly or by misleading information (“unintended funds”) provided to the payer of the said unintended funds, the Platform has the right to immediately hold the said unintended funds. You agree and acknowledge that you are not entitled to utilize any funds in the Vault that do not belong to you. You further acknowledge that action can be taken against you if you are found to have dishonestly misappropriated the unintended funds belonging to the payer or you are found to have been involved in any fraudulent transaction (e.g., mule Vault).

4.9 You acknowledge that the fund withdrawn from your Corporate Vault is no longer protected by the Platform if transferred to any Vault outside the Platform.

4.10 The Platform shall not be responsible or liable for any Loss that you may incur arising from any funds transfer or any funds transfer that was not processed, completed or received by you, unless such Loss is caused by our gross negligence, wilful misconduct or fraud. In addition, the Platform is not responsible or liable for any actions of the third party payment operators in partnership with the Platform or any other payment system through which funds transfers are made, or any non-availability of the third party payment operator or such other payment system.
 

5. Payment and Transfers Through Third Party Payment Operator 

5.1 For payments or transfers that you make or receive through channels operated by our third party payment operator partners, you agree that they will be processed under the rules and operating procedures of the payment operator (collectively “Rules”).

5.2 You also acknowledge that for any disputed transfer or payments (e.g., due to an error, wrong or misleading information or due to scams), the Platform shall follow the Rules and shall exercise such rights given by the Rules including debiting the disputed amount from your Corporate Vault and remit it back to the sender if you fail to substantiate your ownership over the amount. The Platform will also have the right to earmark the disputed amount upon notice of the dispute in such manner that we determine at our reasonable discretion.

5.3 The Platform shall not be liable to you for any claim, loss, damages, penalty, charges, cost and expense suffered or incurred by you in relation to the Platform complying with the Rules.

5.4 All forms, documents or receipts signed by the Vault holder and any electronic data or images of any form, document, instruction or other electronic document confirmed, validated and/ or effected by the Vault holder in relation to any transaction or matter under the Corporate Vault (“the above transactions”) and the Platform’s books and/ or records evidencing the above transactions are deemed as final, accurate, conclusive and binding on the Vault holder unless there was manifest error on the Platform’s part.

 

6. Vault Deactivation and Reactivation

6.1 When your Corporate Vault has been deactivated, this means that you will not be allowed to make any withdrawal, or any outbound transfers, from such a Corporate Vault. The remaining balance in your Corporate Vault will be held to settle any fee payable from you to the Platform unless a reactivation process is in place. Any interest, if applicable, will be discontinued during the deactivation period.

6.2 In such a case that you failed to deposit the minimum first time deposit as mentioned under clause B3.3, or the Platform is unable to debit your Corporate Vault for any service fee, charges, expenses, maintenance fee or any other reasonable fees and charges imposed by the Platform due to insufficient balance in your Corporate Vault for any you are given fourteen (14) days upon the notification sent to you by the platform via email or SMS to fund your Vault so as to meet the balance requirement or such amount determined at our discretion. If no effort has been done to meet the balance requirement within the given period, your Vault will be deactivated by the Platform.

6.3 Subject to product specification, the Platform may debit your Vault for any service fee or other charges imposed to you as mentioned in B2.3. If your aggregate balance is insufficient for such a process, your Vault will immediately be deactivated by the platform.

6.4 In such a case that your Vault has been deactivated, you can reactivate your Vault by funding to meet the balance requirement and other reactivation fee as specified by the Platform at our discretion. Refer to pricing schedule for a detailed fee schedule.

 

7. Vault Closure and Termination

7.1 If you wish to terminate or close your Vault with the Platform under Clause A18.1, you shall transfer all funds out from your Vault with the Platform before the termination or Vault closure is effective.

7.2 The Platform reserves the right to terminate the provision of any service or product to you and close your Vault, with immediate effect, with or without any notice to you if:

(a) you do not fulfill the funding requirement for the purpose of Vault verification within seven (7) working days from the date of the Vault creation;

(b) you do not fulfill the payment as specified under the defined pricing schedule;

(c) the Platform suspects that your Vault is being used for any fraudulent activities or in the Platform’s reasonable opinion any information/ documents provided to the Platform for the opening of the Vault is false and/ or incorrect and/ or tampered and/ or there has been a misrepresentation of identity;

(d) you failed to provide declarations and/ or provide information and documents requested by the Platform for due diligence purposes within the required time period;

(e) your Vault has been in deactivated status for three (3) years or more.

 

7.3 Pending closure of your Vault, the Platform may refuse to accept any deposits(s), limit the amount that may be deposited and withhold and/ or suspend payment of any funds from the credit balance of the Vault and/ or refuse to allow or carry out any transaction including withdrawals of funds in respect of your Vault (including transfers and telegraphic transfers of funds from or to your Vault).

7.4 In accordance with Labuan Financial Service Authority, we shall maintain any accounting and other records or any provisions stated therein for a period of not less than six (6) years from the date of an account transaction has been completed in line with Section 17 of AntiMoney Laundering and Anti-Terrorism Financing Act 2001.

 

a) Accounting records means documentation and books necessary in the preparation of financial statements or records that will sufficiently explain the transaction and financial position of the Labuan entity or arrangement. 

b) Accounting records include records, either physical or stored on electronic media or in any form of assets and liabilities, monetary transactions, ledgers, journals, and any underlying documents explaining the transactions, including but not limited to cheques, negotiable instruments, payment orders, invoices, receipts, letters of offer, contracts and agreements, of which in combination shall adequately reflect a full and true record that sufficiently explains all transactions and other acts engaged in by the Labuan entity, which are necessary in the preparation of financial statements. 

 

7.5 If a business co-owner and the person who solely managed the Corporate Vault has passed, you need to approach the customer service and required documents need to be provided, such as Death certificate, copy of ID, legal document showing you're a shareholder or director of the business and/or evidence of legal next of kin. A termination process will be immediately proceeded.

7.6 This Clause 8 (Vault Closure and Termination) shall survive the termination of these Terms.

 

8. Statement of Vault

8.1 The statement of your Corporate Vault will be rendered monthly or at such periods as may be determined by the Platform and notified to you via the Platform’s mobile application. You must examine all entries in the statement of Vault and immediately report to the Platform if any error is found therein. We will be entitled to treat the entries set out in the statement of Vault as correct, accurate, conclusive and binding on you if (a) we do not receive any notification from you of any errors or unauthorized transactions, or (b) you do not otherwise object to any entries set out in your statement of Vault, within fourteen (14) days from the day such statement of Vault is made available to you, and you shall be deemed to have accepted the entries made up to the date of the last entry in the statement of Vault, as correct and discharge the Platform from all liabilities.
 

9. No Cash Deposits

9.1 You will not be able to deposit (in the form of physical notes or coins) to your Corporate Vault, through any ATM or otherwise.

 

10. No Cheques

10.1 Your Corporate Vault will not have any cheque facility, and you may not deposit any cheques with the Platform.
 

11. Definitions and Interpretation

11.1 In this Section B (INFII Vault Specific Terms), the following capitalized words have the following meanings

 

“ATM” - means automated teller machine.

 

‍“Related Entities” - means all the related corporations and associate corporations of (a) the Platform, (ii) the Platform’s holding company/ies, and (iii) the Platform’s ultimate holding company/ies. “Related Entity” shall be construed accordingly.