General Terms of Services

Please read these General Terms of Services that follow ("Terms", "Terms of Services") carefully as they form an Agreement between you as a Client and Collect & Exchange Ltd. as a provider of money services.

Collect & Exchange Ltd. (the “Collect & Exchange”, ‘we’, ‘Administrator’) is a private company incorporated in the Astana International Financial Centre (the “AIFC”) with its registered office at 55/17 Mangilik El Avenue, block C 3.2., Office No.249-250-251, Astana city, Kazakhstan (which is a subsidiary company of Collect-Group Holdings CY ltd., a private company incorporated in Cyprus, with its registered office at 13 Thessalonikis, P.O. Box 3025, Limassol, Cyprus), to conduct the activity(-ies) of providing money services in relation of digital assets in a testing environment of FinTech Lab* (AIFC regulatory sandbox) under the Licence # AFSA-G-LA-2023-0002 with an expiry date of 31 December 2025. The status of the licence and its validity may be verified at the AFSA website https://afsa.aifc.kz/

Collect & Exchange provides access to its services to Clients according to the Collect & Exchange Terms and Conditions, and these General Terms of Services, located on the www.collectnexchange.com (the ‘Website’) and https://platform.collectnexchange.com/ (the ‘Platform’);

FinTech Lab is a regulatory sandbox that allows firms to provide financial services in a test environment with individual regulatory requirements set up by the AFSA and subject to satisfaction of specific Licence conditions, including limits on size of transactions and number of clients. FinTech Lab was established in the AIFC by the AFSA to facilitate development of innovation in financial industry. It is anticipated that after completion of testing in FinTech Lab this firm would continue providing services under applicable AIFC regulations, however it is also possible that this firm may not continue providing services in or from AIFC.

Given that the firm offers services to clients in a test regulatory environment and that risk is an integral part of innovation, there is a chance of losing investments and incurring other losses associated with using the service.

Whereas:

    1. The Client (‘You’) intends to use our Collection, Cash flow management, and payment processing services for commercial purposes carrying out commercial activities and receiving payments from their suppliers, clients (‘Third parties’) for any goods, works, and/or services and/or exchange currency and/or sell or buy cryptocurrencies with Collect & Exchange exchange partners that integrated to e-banking platform;
    1. The Client has entered into this Agreement including the Terms, all exhibits, appendixes, addenda, schedules, pricing sheets, fee schedules, the Rules, and the like attached hereto or incorporated by reference herein, as amended from time to time by Collect & Exchange (the ‘Agreement’) as follows:
  • 2.1 You and Collect & Exchange will be collectively called the "Parties".
  • 2.2 You, as Client, agree with these General Terms of Services stipulated under the Acting Law of the AIFC (the “Regulations”) and any Applicable law for the provision of Money Services and trades under the name Collect & Exchange (the ‘Terms’, ‘Agreement’), in order to:
  • 2.2.1 access or otherwise use Website and/or Platform or any information contained on them, and all accounts, services, programs, information, and products (collectively "Accounts") that you may use, open, or otherwise access from time to time on or through the Website and/or Platform Additional terms and conditions applicable to specific areas of this Website and/or Platform to particular content or transactions are posted in particular areas of the Website and/or Platform and, together with these Terms, govern your use of those areas, content or transactions;
  • 2.2.2 have basic rights and obligations resulting from a contractual relationship established between Collect & Exchange and you, as from the date when you express your intention to enter into a contractual relationship with Collect & Exchange.

You acknowledge and agree that:

    1. the Terms regulate the legal relationships established between you, Collect & Exchange and/or third parties in accordance with the Acting Law of the AIFC and legislation of Kazakhstan;
    1. the Terms constitute the basic rights and obligations arising from a contractual relationship between Collect & Exchange and a third person interested in using Collect & Exchange Platform;
    1. the Terms are formed by electronic means and enforced pursuant to applicable law;
    1. neither you nor Collect & Exchange may challenge the validity of this Agreement;
    1. the Terms could be updated by Collect & Exchange at any time, and such modification shall be effective immediately upon either posting of the modified Agreement on this Website and/or Platform or notifying you;
    1. it is your obligation to periodically review this Agreement to be aware of Terms modifications, and your continued access or use of this Website and/or Platform shall be deemed your acceptance of the modified Agreement;
    1. Collect & Exchange is not responsible for the operation of the underlying protocols and Collect & Exchange cannot guarantee the functionality or security of network operations. You acknowledge and accept the risk that the underlying software protocols relating to any digital currency you hold in your digital currency wallet may change
    1. You acknowledge and accept the risks of operating changes to Digital Currency protocols and agree that Collect & Exchange is not responsible for operating changes and not liable for any loss of value you may experience. You acknowledge and accept that Collect & Exchange has sole discretion to determine its response to any operating change and that Collect & Exchange have no responsibility to assist you with unsupported currencies or protocols
    1. You agree and understand that you are solely responsible for determining the nature, potential value, acceptability and significance of these risks to you. You should carefully consider whether such use is appropriate for you, taking into account your circumstances and financial capabilities. You should be aware that it is possible to completely lose the funds in your account and that, under certain market conditions, it may be difficult or impossible to liquidate a position;
    1. you should be aware that the risk of loss in trading or holding Digital Currencies can be substantial. As with any asset, the value of Digital Currencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition.

BY ACCEPTING THESE TERMS ELECTRONICALLY (FOR EXAMPLE, CLICKING “I AGREE”), ACCESSING OR USING THE COLLECT & EXCHANGE WEBSITE / COLLECT & EXCHANGE PLATFORM / COLLECT & EXCHANGE SERVICES, REGISTERING FOR AN ACCOUNT WITH US, EXECUTING THESE TERMS, OR ACCEPTING AN ORDER THAT REFERENCES THESE TERMS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS AND THE POLICIES AND GUIDELINES REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS THEN YOU MAY NOT USE COLLECT & EXCHANGE SERVICES / COLLECT & EXCHANGE WEBSITE / COLLECT & EXCHANGE PLATFORM

Please have a careful look at these Terms and the policies and guidelines referenced in these terms to learn more about the way we process and handle your personal information.

1) DEFINITIONS

Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below:

  • 1.1) Client means the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument.
  • 1.2) Client account or “eWallet” means any account opened by the Client with the Administrator to collect funds from its commercial activity.
  • 1.2) Collection means keeping and saving of Client’s funds. The keeping and saving of the Client's funds is carried out with our bank-partners.
  • 1.4) Funds means money corresponding to the value recorded at each eWallet in any currency or crypto currency.
  • 1.5) Services means the Collection, Cash flow management and payment and/or exchange processing services provided by Collect & Exchange through the Website and/or Platform.
  • 1.6) Payment Application means a Client’s application for the authorization or settlement of a Payment Transaction provided by the Administrator
  • 1.7) Payment Instrument means an account, or evidence of an account, authorized and established between a Client and any financial institution, or representatives or members of a financial institution that Client accepts from Third parties as payment for a good or service.
  • 1.8) Payment Processing and Money Transmission Services or Payment Transaction means services of the Administrator on handling payment transactions in any funds from Payment Instrument to Client’s bank details or vice versa or any blockchain transaction.
  • 1.9) Rules means all bylaws, rules, programs, and regulations, as they exist from time to time, of the financial institution, the Client's Payment Instrument.
  • 1.10) Third parties means, without limitation, Client’s customers and suppliers.
  • 1.11) Transaction Data means the data submitted by the Client to the Administrator concerning each Payment Transaction.
  • 1.12) Fees means any fee or commission mentioned in this Agreement and/or in the Terms and/or in the price list listed on the Website and/or Platform.
  • 1.13) Exchange rate means the last none exchange rate as published by a partner bank or exchange platform plus Collect & Exchange fees.
  • 1.14) Cryptocurrency any cryptocurrencies that are supported and/or recognized by the Collect & Exchange platform and the Crypto Exchange platform that integrated with the Collect & Exchange platform.
  • 1.15) Integrated parties means any third party that has integration to the Collect & Exchange platform as crypto exchange, processors, gateways, etc.
  • 1.16) Cash flow management means tracking the incoming or outgoing money upon request of the Client

Any other definitions used and not defined herewith should be understood as described in the Terms.

2) SUBJECT

  • 2.1) Collect & Exchange provides to Client, and Client receives Collection, Cash flow management, payment and/or exchange processing services, pays fees (remuneration) under the present Agreement, the Terms and the price list as listed on Website and/or platform.
  • 2.2) The Services Currencies: USD, EUR, and others by request and Cryptocurrency as listed on the Platform.
  • 2.3) Obligations of the Third parties to the Client according to which the money transmissions are made, shall occur in the manner and on the grounds prescribed by applicable law and/or a contract between the Client and the Third parties. The relations from which such obligations arise shall not be subject to the regulation of this Agreement and do not create any Administrator's obligations.
  • 2.4) The Client hereby agrees and acknowledges that funds, sent to the account, opened with the Administrator, in any case, shall not be considered as a deposit.
  • 2.5) Unless notified to you separately, Collect & Exchange shall treat you for the purposes of the Services that we provide you as a Retail Client within the meaning of AIFC Conduct of Business Rules no. FR0005 of 2017. You agree that you will notify Collect & Exchange immediately if, at any point in time, you consider that you would no longer fall within the definition of a Retail Client.

3) FORMATION OF CONTRACT

  • 3.1) Each collection and/or payment transaction that we perform for you is carried out on the basis of a relevant request from the Client, such as warrants, questionnaires, contracts, which may include these Terms.
  • 3.2) Before any transaction, you should read the updated version of the General Terms of Service, as the Company has the right to make changes to these Terms, as necessary, changes may be made due to market changes, legislation (but not limited to).

RIGHTS AND OBLIGATIONS

  • 4.1) The Client will use the accounts, opened with the Administrator, to collect payments from Third parties, send payments to the Client’s bank account and make payouts to Third parties, exchange currency and/or cryptocurrencies via Integrated parties.
  • 4.2) The Client will provide the Administrator with documents showing his organizational structure, ultimate beneficial owner, and other information requested by the Administrator from time to time.
  • 4.3) Collect & Exchange may, at any time, in its sole discretion, change the risk level of Clients.
  • 4.4) The Client is responsible for any advice from acts of and omissions of Client's employees, consultants, advisors, contractors, agents, officers, and directors. Client is responsible for the use, unauthorized use, or misuse of Client's equipment or software.
  • 4.5) The Client is responsible for the adequacy of its Funds at Client’s account to process payouts in favor of its clients. If the balance of the Client’s account is not sufficient to process payouts, Client should replenish the balance of Client account first.
  • 4.6) Offsetting Receivables. In relation to the Client, Collect & Exchange shall be entitled to offset any of its receivables from the Client against any of the Client's receivables from Collect & Exchange of the same type at any time without prior notice, regardless of whether they are due, statute-barred, contingent or noncontingent, regardless of the legal relationship they arise from and the time when they arise, as well as the receivables of Collect & Exchange that cannot be claimed before a court. In order to offset the receivables specified in the previous paragraph, Collect & Exchange shall also be entitled to use the funds collected on the Client's accounts regardless of whether the receivables arise in connection with the maintenance of the account or otherwise. The right of Collect & Exchange to offset its receivables takes precedence over the execution of any instruction relating to the Client's Payment Account. Collect & Exchange shall also be entitled to offset receivables denominated in various currencies, even if these currencies are not freely convertible, at the exchange rate set by Collect & Exchange for the date when the receivables are to be offset.
  • 4.7) The Client warrants and represents that neither it nor any of its principals, associates, directors or officers has/have been convicted of or pleaded guilty or nolo contendere to an offense involving fraud, corruption, or moral turpitude, has/have been identified as or affiliated with a person designated as a terrorist or associated with terrorism, bribery or money laundering pursuant to any law or regulation promulgated thereunder (a “Prohibited Person”); or has/have never been identified by any gambling authority as unsuitable to be associated with gaming, denied a gaming license in any jurisdiction or been subject to a suspension or revocation of a gambling license in any jurisdiction (an "Unsuitable Person").
  • 4.8) The Client/Administrator agrees that during the term of this Agreement, it shall comply with all applicable anticorruption, anti-money laundering, and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes and shall not do any business with a Prohibited Person.
  • 4.9) The Client/Administrator shall be entitled to terminate this Agreement: Upon written notice to the Administrator in case of a material breach of this Agreement by the Administrator and the breach is not remedied within thirty (30) days from written notice thereof; Immediately upon written notice to the Administrator and without liability if:
    • 4.9.1) the Client/Administrator should become bankrupt or insolvent, have a receiver, trustee, Administrator or liquidator appointed to it, a petition for an administrative order is presented against it or other actions are taken against it indicating an inability to fully trade or a compound with its.
    • 4.9.2) the Client/Administrator or any of its principals or associates becomes a Prohibited Person;
    • 4.9.3) the Client/Administrator is in breach of clause 4.8.
  • 4.10) Collect & Exchange entitled to refuse to execute any transaction done by the Client. The Client commits and agrees to show upon request any documents related to the transaction.
  • 4.11) We reserve the right, to
      1. refuse to complete, block or cancel any transaction (even after assets have been debited from your account balance) you have authorized,
      1. refuse to accept new orders to buy or open new position in your account,
      1. freeze or lock the assets in your account,
      1. suspend, deactivate or cancel your Collect & Exchange Account, including accounts beneficially owned by you or for which you are a representative with immediate effect, or connected to you in any way
      1. temporarily suspend or terminate your access to the Service(s), and
      1. to immediately investigate your Collect & Exchange Account, if we suspect, at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind.

For example, we may suspend or terminate your access to or use of the Service for:

    1. the actual or suspected violation of these Terms;
    1. the actual or suspected violation any applicable laws or regulations;
    1. the use of the Service(s) in a manner that may cause Collect & Exchange to have legal liability or disrupt others use of the Service(s), (each, a "Violation") or if:
    1. scheduled downtime and recurring downtime, or unplanned technical problems and outages takes place;
    1. we are required to do so by a regulatory authority or court order or by our partner bank;
    1. the account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
    1. we believe someone is attempting to gain unauthorized access to the account or we suspect the Collect & Exchange Services are being used in a fraudulent or unauthorized manner;
  • 8). the account has not been accessed in three months or more.

In case that we believe that there were UBO or structural changes in the management or shareholders.

  • 4.12) You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Collect & Exchange Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
  • 4.13) Client will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny the Client access to the Service(s) (or any part thereof). You are responsible for any fees, costs, expenses, charges, or obligations associated with the closing of your Collect & Exchange Account. If the costs of closing of your Collect & Exchange Account exceed the value in your account, you agree to reimburse us.
  • 4.14) You agree that if we determine, in our sole discretion, that you have committed a Violation, we have the right to debit from your Collect & Exchange Account any damages suffered by us as a result of the Violation.
  • 4.15) You agree to be obligated to respond to any requests in writing that you receive from us in relation to investigating your account or transactions or any other information request initiated pursuant to these Terms and Conditions of services within the time frame defined in the request.
  • 4.16) If we refused to complete your transaction or suspended your Collect & Exchange Account, we will lift the suspension or complete the transaction as soon as reasonably possible once the reasons for refusal or suspension cease to exist. However, we are not obligated to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or canceled transaction.
  • 4.17) If we suspend or close your Collect & Exchange Account or terminate your use of Collect & Exchange Services for any reason, we reserve the right to require you to re-complete account verification before permitting you to transfer or withdraw your assets.
  • 4.18) We may terminate the business relationship with the Client by unilateral refusal to perform the Agreement in cases including, but not limited to:
    • 4.18.1) in the process of studying transactions there appears a suspicion that the business relationship is used by the Client for the purpose of legalizing (laundering) criminal proceeds or financing of terrorism;
    • 4.18.2) sanctions have been imposed on the Client and/or its affiliates, in accordance with the jurisdiction of any country (for example, by the OFAC, US) or an international organization (including but not limited to the FATF and the UN);
    • 4.18.3) we have grounds to believe that the transactions of the Client / Counterparty of the Client fall under the effect of international economic sanctions or are aimed at evading international economic sanctions;
    • 4.18.4) on other grounds stipulated by the Collect & Exchange internal regulatory documents and procedures aimed at anti-money laundering and combating the financing of terrorism;
    • 4.18.5) for other grounds stipulated by the Law of the Republic of Kazakhstan "On Anti-Money Laundering, Combating the Financing of Terrorism".
  • 4.19) In any case, Collect & Exchange shall not be responsible for any loss or damages incurred by Collect & Exchange refusal to accept or execute any transaction or wire.
  • 4.20) Title to Digital Currency shall at all times remain with you. As the owner of Digital Currency in your Digital Currency Wallet, you shall bear all risk of loss of such Digital Currency. Collect & Exchange have not any liability for fluctuations in the fiat currency value of Digital Currency held in your Digital Currency Wallet. You control the Digital Currencies held in your Digital Currency Wallet.
  • 4.21) Collect & Exchange is under no obligation to issue any replacement Digital Currency in the event that any Digital Currency, password or private key is lost, stolen, malfunctioning, destroyed, or otherwise inaccessible.
  • 4.22) The client confirms that any deposit or withdrawal involving their wallet originated from or has been transferred to a wallet under their ownership, or that they will provide necessary supporting documents if a third party is involved. The client accepts full responsibility for the accuracy of these declarations.
  • 4.23) The client acknowledges and accepts full responsibility for any incorrect information provided in their declarations. The client agrees to bear any consequences or liabilities arising from the provision of inaccurate or misleading information.

5) ADMINISTRATOR’S REMUNERATION

  • 5.1) The Administrator’s remuneration shall be provided to Clients prior account opening and be available on the Platform.
  • 5.2) Collect & Exchange may require you to provide additional information about yourself or your business, provide records and we may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Collect & Exchange Services.
  • 5.3) The Client agree and understand that his acceptance of these General Terms of Services is considered to be his acceptance of Collect & Exchange’s remunerations and/or fees. Collect & Exchange reserve the right to change, modify, or increase our remunerations and/or fees at any time.

6) LIMITATION OF LIABILITY

  • 6.1) Neither the Administrator nor any of its officers, directors, managers, principals, shareholders, partners, members, employees, agents, representatives and affiliates (each a "Related Party" and, collectively, the "Related Parties") shall be liable to the Client or any of its affiliates for any loss or damage arising directly or indirectly (including special, incidental or consequential loss or damage) from the Client's use of the Website and/or Platform including any loss, damage or expense arising from, but not limited to, any defect, error, fault, mistake or inaccuracy with the Website, its contents or the Administrator's platform, or due to any unavailability of the website or any part thereof or any contents or the platform unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct of such person.These exclusions for direct, indirect, special, incidental, consequential or exemplary damages include, without limitation, damages for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses.
  • 6.2) In no event will the Administrator or any of its Related Parties be liable to the Client for special, indirect, punitive, or consequential damages, including, without limitation, loss of profits or lost business, even if Administrator has been advised of the possibility of such damages. Under no circumstances will the liability of Administrator and Related Parties exceed, in the aggregate, the fees paid to providers, referred to in clause 6.4., hereunder
  • 6.3) Collect & Exchange shall not be liable to any damage and/or losses incurred by the software provider, especially for losses and/or damages incurred by malware, spyware, or viruses attacking the platform and/or website. The Clients understand it and agree with it.
  • 6.4) Collect & Exchange shall not be liable to any damage and/or losses incurred by a third provider integrated or not to Collect & Exchange platform as the partner bank and /or the software provider and/or the digital currency exchange ("Third provider"). The Client agrees and understands that Collect & Exchange is a money service institution that brings the client a solution based on Third provider services. Accordingly, Collect & Exchange shall not be liable to any loss incurred by the Third provider. Accidentally, intentionally, negligently and/or maliciously. In such a case, the Client may contact and / or demand and / or sue the Third provider.
  • 6.5) If the contractual conditions are violated by one of the parties, the aggrieved party shall be entitled to compensation for damage based on the applicable law, unless the other party proves that the obligations have been violated in circumstances excluding liability, legal facts referring to extraordinary, unpredictable and independent event that has caused damage (unless the Agreement or these Terms stipulate expressly otherwise). Circumstances excluding liability on Collect & Exchange's side comprise the following events: civil unrest in various forms, fire, flood, terrorist attack, or hacker attack; power supply outage (full or partial); interruption, outage or disruption in computer system operation (hardware or software) or in communication services (including an unexpected EMC outage) on the side of the Client or Third party by ovidersor by the Client or Third providers; any technical breakdown on the side of the Client/Authorised Person in communication with Collect & Exchange; any other extraordinary event, catastrophe, or extraordinary restrictions or instructions making it impossible to obtain the necessary permits in time, which directly or indirectly relate to the individual performances under the Agreement; or any other obstacle occurring independently of Collect & Exchange's will and preventing Collect & Exchange from discharging its obligations. The Client shall indemnify and keep Collect & Exchange indemnified against all damages, costs, expenses, taxes, liabilities or losses of any nature suffered by Collect & Exchange through the Client’s failure to observe any terms in respect of any instruction agreed with Collect & Exchange.
  • 6.6) The Client’s total liability in any period of 12 months for any damages and/or loss suffered by the Administrator under this Agreement shall not exceed a sum equal to the fees payable by the Client to the Administrator in the 12 months preceding the date on which the cause of action arose.
  • 6.7) Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury arising from its negligence.
  • 6.8) Collect & Exchange will not be liable for any transaction that is made on the account by the client or any representative of the clients even if it is made by an authorized person or by the Clients referral. The client agrees that Collect & Exchange will communicate directly with the referral and share any information with him and requests. Any message that was sent to the referral will be considered as sent and successfully received by the Client.

7) PLATFORM

  • 7.1. Considering that the Client’s e-mail address and / or phone number provided to Collect & Exchange are used for communication with the Client, accessing of the Payment Account of the Client, as well as for the authorization and confirmation purposes, login details to these instruments, including their passwords, shall be protected by the Client.
  • 7.2. The Client is responsible for the login details to Client’s e-mail address and phone and must keep them safe, secure, private and confidential at all times and not disclose them to any third parties including friends and family members.
  • 7.3. Collect & Exchange recommends to memorize passwords to these instruments and not record them on any carrier where they can be watched by third parties, the Client’s contact information and designated authorities as mentioned in application. The Client is solely responsible for maintaining the security of its keys and/or passwords.
  • 7.4. Client acknowledges and agrees that in case the platform Services hereunder has any error or delay or has been temporarily suspended, arising from service connection system or computer system or any relevant system or virus attack or electronic equipment problems and / or force majeure or any causes beyond the Collect & Exchange control, the Applicant/Client shall not definitely raise such error to claim any damages against the Collect & Exchange and shall notify the Collect & Exchange immediately of such error. However, Collect & Exchange will use its best efforts to solve the issue hastily, and the Applicant/Client agrees to fully assist and cooperate with the Collect & Exchange to solve such issues.

8) Client's REPRESENTATIONS AND WARRANTIES

Upon signing the Agreement, and each time Client submits a Payment Transaction, Client represents and warrants that:

  • 8.1) Client has abided by this Client Agreement and all applicable law with regard to the Payment Transaction.
  • 8.2) Each statement made herewith was true as of the date Client signed this Agreement.
  • 8.3) The Client is obliged to provide updated organizational structure, ultimate beneficial owner, and other information to Collect & Exchange as soon as these documents become effective or upon Collect & Exchange request in 24 hours.
  • 8.4) Collect & Exchange reserves the right to cancel business relations with the Client if the business nature, organizational structure or any other documents of the Client were significantly changed or if such changes make the continuation of the business relationship impossible for Collect & Exchange.
  • 8.5) There have been no materially adverse changes in the information provided herewith or in Client's financial condition or management.
  • 8.6) The Client does not do business under a trade name or style not previously disclosed in writing, and there has been no change like Client's business or the product lines that the Client sells not previously disclosed.
  • 8.7) The Payment Transaction is genuine and arises from a bona fide sale of merchandise or services by Client, the merchandise or services have been fully delivered or performed, and the Payment Transaction represents a valid obligation for the amount shown on the Transaction Data and does not involve the use of the Payment Instrument for any other purpose.
  • 8.8) There are no liens or other encumbrances on the Payment Transaction, and Client has the authority to convey the Payment Transaction for processing.
  • 8.9) The Payment Transaction is not subject to any dispute, set-off or counterclaim.
  • 8.10) The Payment Transaction has not been previously presented for processing unless allowed by the Rules.
  • 8.11) Each statement on the Transaction Data is true, and the Client has no knowledge of facts that would impair the validity or collectability of the amount of the Payment Transaction.
  • 8.12) The person who executes the Application on behalf of the Client has the full power and authority to execute the Application and to enter into this Client Agreement.
  • 8.13) The Transaction Data is free from any material alteration not authorized by the Client.
  • 8.14) The goods or services related to each Payment Transaction are Client’s property or Client has the legal right to sell them.
  • 8.15) Client will pay all and any fee stated by Collect & Exchange or by integrated parties, including exchange fees and rates. Client will hereby waive any claim in these matters against Collect & Exchange and, the Client will perform the action only after understanding and requesting all data and fees and cost for the action, including conversion rates, etc.
  • 8.16) The Client will undertake to establish and maintain effective systems and controls to ensure that, on an ongoing basis, it is properly informed as to, and takes reasonable measures to comply with relevant resolutions or sanctions issued by the United Nations Security Council or by the Republic of Kazakhstan.

In addition, the Client must confirm that neither the Client nor any of its affiliates or any of its relevant directors, officers, employees, agents or representatives directly or indirectly owned or controlled by an individual or legal entity, is subject to any sanctions currently imposed by government (or any authority) of Canada, USA, EU (or any of its member countries), the United Nations Security Council or any other relevant authorities.

  • 8.17) If, at any time, when the Client or its affiliates, or any of their respective directors, officers, employees, agents or representatives, or other persons or companies owned or managed by the Client is imposed on sanctions, the Client shall immediately inform the Collect & Exchange shall have the right to terminate the Agreement immediately without further liabilities.
  • 8.18) Any violation of provisions of points 8.16-8.18 shall entitle the Collect & Exchange to terminate this Agreement immediately without further liabilities.

9) RISK DISCLOSURE

  • 9.1) You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss when holding and exchanging digital assets can be significant. Therefore, you should carefully consider whether such services are right for you, given your circumstances and financial resources.
  • 9.2) You should be aware of the following points:
    • 9.2.1)Digital assets are not legal tender unless they are supported and regulated by the government.
    • 9.2.2) You may sustain a total loss of the Funds in your Account, and, in some cases, you may incur losses beyond such Funds.
    • 9.2.3) Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit or there is insufficient liquidity in the market or in case the bank refuses to accept Fiat that was converted from Crypto or was sent by Crypto exchange.
    • 9.2.4) The value of Digital Assets may be derived from the continued willingness of market participants to exchange Digital Assets for Digital Assets, which may result in a permanent and/or complete loss of value for specific Digital Assets in the event that the market for those Digital Assets disappears.
    • 9.2.5) That there are risks associated with utilizing an Internet-based system including, but not limited to, the failure of hardware, software, and Internet connections.
    • 9.2.6) That Collect & Exchange shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, however caused.
    • 9.2.7) The volatility and unpredictability of the price of the Digital Asset in relation to the Fiat Currency may lead to partial and/or complete losses within a short period of time.
    • 9.2.8) The nature of the Digital Assets may lead to an increased risk of financial crime or cyber attacks, and may also mean that technological difficulties may arise that will limit access, including to the complete loss of access to or use of your Digital Assets.
    • 9.2.9) Recovery of lost and/or stolen Digital Assets may be limited, and in some cases impossible at all.
    • 9.2.10) Transactions with Digital Assets may be irreversible and, accordingly, losses due to fraudulent and / or accidental transactions are not recoverable, there are also risks of Digital Assets in relation to anonymity, random transactions, transaction recording and settlements.
    • 9.2.11) The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
    • 9.2.12) Collect & Exchange is not a financial institution and Collect & Exchange may not be regulated as a financial institution in your jurisdiction.
    • 9.2.13) All the points noted above apply to all digital assets. This brief statement can not, of course, disclose all the risks and other aspects associated with these trades.
  • 9.1) You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss when holding and exchanging digital assets can be significant. Therefore, you should carefully consider whether such services are right for you, given your circumstances and financial resources.
  • 9.3) Risk acknowledgement
    • 9.3.1) By using the Website and/or Platform of Collect & Exchange and by entering into this Terms of Services, the Client fully understand and was made aware of the inherent and potential risks associated with a Services in any products or services provided by Collect & Exchange, including, but not limited to the risk of a complete loss of the Client’s funds, or delays in payment or the realization of gains, associated with the provision of Services by the Collect & Exchange operating in a testing regulatory regime (“FinTech Lab”).
    • 9.3.2) I acknowledge the potential risks involved foreseen or otherwise, AND HEREBY UNEQUIVOCALLY AND IRREVOCABLY RELEASE, DISCHARGE, WAIVE AND COVENANT NOT TO SUE AND AGREE TO HOLD HARMLESS ASTANA FINANCIAL SERVICES AUTHORITY AND ITS OFFICERS, and the respective successors and assigns of all of the foregoing from any and all claims, liabilities, legal action for damages, losses, costs directly or indirectly arising out of or otherwise relating in any respect whatsoever to activities, services or products provided by the Collect & Exchange.
    • 9.3.3) The Client may sue the Collect & Exchange for all claims, liabilities, legal action for damages, losses, costs arising out of or otherwise relating in any respect whatsoever to activities, services or products provided by the Collect & Exchange.

10) PROHIBITED USE

  • 10.1) By opening an Account, you warrant that you will not use your Account, any Services and/or the Platform to do any of the following businesses, activities, practices, or items:
    • 10.1.1) Illegal activity that would violate or contribute to the violation of any law, statute, regulation, ordinance or sanctions program or that would involve the proceeds of any illegal activity, also post, distribute or disseminate any illegal material or information.
    • 10.1.2) Abuse of actions that place an unreasonable or disproportionately large load on our infrastructure or damage, intercept or expropriate any system, data or information; also transmit or upload to the Site any material that contains viruses, Trojan horses, worms or any other malicious or harmful software; attempt to gain unauthorized access to the Website/Platform.
    • 10.1.3) Fraudulent activities that are intended to deceive Collect & Exchange, Collect & Exchange users or any other person; also provide any false, inaccurate or misleading information.
    • 10.1.4) Gambling games such as lotteries, auctions, sports betting or betting, fantasy sports leagues with cash prizes, internet games, contests, lotteries, gambling
    • 10.1.5) Drugs and drug paraphernalia, including the sale of drugs, controlled substances, and any equipment designed to manufacture or use drugs, and pharmaceuticals and other products.
    • 10.1.6) Adult Content and Services: pornography and other obscene material (including literature, images and other media); sites that offer any service of a sexual nature, such as prostitution, escorts, pay-per-view, adult chat features and others.

11) CONFLICTS OF INTEREST

  • 11.1) Collect & Exchange will always endeavor to act in your best interests as our Client. However, circumstances can arise where Collect & Exchange or one of our other Clients may have some form of interest in business being transacted for you. If this happens or Collect & Exchange become aware that our interests or those of one of our other Clients appear to conflict with your interests, Collect & Exchange will take appropriate steps to manage the conflict of interests fairly wherever possible. So long as Collect & Exchange use reasonable commercial endeavors to manage potential conflicts, Collect & Exchange will have no liability to you for any conflicts of interest that may arise as a result of our Services, including but not limited to processing transactions for and on behalf of other Clients.

12) DIGITAL ASSET TERMS OF SALE

  • 12.1) Prices and Availability. All prices reflect the exchange rates applicable to the purchase or sale of Digital Assets using the Legal Tender or alternative form of Digital Assets identified in your purchase order. All Digital Asset sales and purchases are subject to availability, and we reserve the right to discontinue the sale and purchase of Digital Assets without notice.
  • 12.2) Errors. In the event of an error, whether via our Services, in a purchase order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.
  • 12.3) No Returns or Refunds. All sales and purchases of Digital Assets by Collect & Exchange via the Services are final. We do not accept any returns or provide refunds for your purchase of Digital Assets from Collect & Exchange, except as otherwise provided in these Terms.

13) COMPLAINTS, AND DISPUTE RESOLUTION AND APPLICABLE LAW

  • 13.1) Parties’ relations under this Agreement shall be governed by the Acting Law of the AIFC.
  • 13.2) The Parties shall take measures to settle any disputes and differences arising from this General Terms of Services or in relation to its execution by means of negotiations.
  • 13.3) If the Client is not satisfied with the services or activities of the Collect & Excgithange, the client can submit a complaint to the Collect & Exchange in free form. The complaint must be filed no later than 30 days from the date on which the Client became aware or ought to have become aware of the violation of his rights or legitimate interests.

Complaints to the Collect & Exchange can be submitted by e-mail at [email protected]

Collect & Exchange's Complaints handling procedures are available free of charge to any Client on request. The statement template is listed in Annex No. 1.

  • 13.4) Customers and individuals who are aggrieved about the services or products offered by Collect & Exchange or their staff may complain to the AFSA, financial regulator of the Astana International Financial Centre.

To lodge a complaint to the AFSA contact: +7(7172) 64 72 60; [email protected]; or AFSA Office, Mangilik El 55/17, pavilion C3.2.

  • 13.5) Any dispute, whether contractual or non-contractual, arising out of or in connection to this contract, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the AIFC Court. The language to be used in the proceedings shall be English. This Terms of Services is governed by the Acting Law of the AIFC.

14) MISCELLANEOUS

  • 14.1) The Agreement shall be deemed to be concluded and shall enter into force at the date of the Agreement as put in recitals, subject to its signature by the Parties.
  • 14.2) Collect & Exchange reserves the right to change, correct, supplement, expand, improve, make any other changes to the Terms of Services (or any part thereof) without prior notice at any time with such changes effective immediately. In case of disagreement with such changes, the Client may terminate the Terms of Services by sending a notice in free written form.
  • 14.3) The Acting Law of the AIFC shall apply to the Agreement.
  • 14.4) This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one agreement.
  • 14.5) Сollect & Exchange can deduct any amount from the Client's account in relations incurred in relation to the client or in connection to the account related to banks.
  • 14.6) Collect & Exchange have no restrictions and we will operate within the permitted activities under the license.
  • 14.7) If any of the Agreement provision become void for any reason, including adoption of new statutory act, the other provisions of the Agreement remain in full force and effect and shall be binding on its Parties, and the Collect & Exchange shall take all necessary measures to review such provision or to bring the Agreement in line with the requirements of new statutory act.