Terms of Service — PaySaxas Oy

These Terms of Service (hereinafter the “ToS” or “Terms”) regulate the relationship between PaySaxas Oy (hereinafter the “Company”) and its client (hereinafter the “Client”) when the Client uses the Company’s service (hereinafter the “Service”). These Terms of Service are entered into electronically via remote communication.

The Client accepts these Terms of Service electronically when submitting the application to open an Account, after having had the opportunity to read them. If the Client does not accept these Terms of Service, they cannot use the Service.

The Company keeps a record of the version of these Terms of Service accepted by the Client and of the date and time of acceptance, and provides that version to the Client on a durable medium in accordance with Clause 3.7.

These ToS shall become effective and binding to the Client and the Company upon completion of the Client’s onboarding process and confirmation of the Client’s Account activation by the Company.

1. Definitions and Interpretations

Account means each payment account opened by the Company in the Client’s name on the Client Platform, identified by its own IBAN, in which Funds are held as electronic money and through which Transactions are executed. Unless stated otherwise, a reference to the Account is a reference to each Account of the Client.

AML Act means the Finnish Act on Anti-Money Laundering and Counter Terrorist Financing (law 444/2017).

AML Verification means the process of conducting anti-money laundering (AML), Know Your Client (KYC) and know your business (KYB) checks and procedures, including sanctions screening and risk assessment, as required by applicable laws and regulations of Finland (mainly, the AML Act). This verification process is conducted when establishing a business relationship with the Client and subsequently when providing Services or Transactions to the Client with the periodicity defined through the Company's internal policies. It involves collecting and verifying Client information and documentation to ensure compliance with legal and regulatory obligations related to preventing money laundering, terrorist financing, fraud, and other illicit activities.

BIC (SWIFT code) means a bank identification number used for identifying payment service providers internationally, the components of which are generated according to the ISO 9362 standard; a number registered by SWIFT.

Business Client means a Client that is (a) a legal person, whatever the tariff that applies to it, or (b) a Client under the Sole Proprietor tariff for whom the Company holds documented confirmation, obtained in accordance with Clause 3.8, that the Client entered into these Terms of Service primarily for purposes related to the Client’s trade, business or profession.

Business Day means a day when payment service providers are open for business and can complete Services. For the purposes of these ToS, these are other than Saturdays, Sundays or public holidays in Finland. For the purposes of these ToS, a business day commences at 09:00 Eastern European Time (EET) or Eastern European Summer Time (EEST), as applicable, and concludes at 18:00 EET/EEST.

Business tariffs means the tariffs in the Service Price List applicable to Clients that are legal persons, other than authorised or registered financial institutions to which Additional Terms under Clause 10.1.4 apply. The Company assigns the Client one of the Business tariffs on completion of the AML Verification, on the basis of its assessment of the Client, and informs the Client of the tariff assigned. The Company may assign a different Business tariff following a later assessment, in accordance with Clause 14.2.

Client means a natural or legal person who has entered into these Terms with the Company.

Client Funds Account means an Account that the Client has opened for the declared purpose of holding funds that belong to its own customers.

Client’s Location means:

• a Client that is a legal person – the place of registration;
• a Client who is a natural person – the place of permanent residence.

Client Platform means the Company’s online customer portal and, where made available, its mobile application, through which the Client accesses the Account and the Service. Where the Client Platform also gives the Client access to the services of PaySaxas Financial Solutions Corporation, those services are provided by that company under its own terms, are not part of the Service, are not covered by the safeguarding described in Clause 2.7 and are available only where that company offers them.

Client’s Representative means an individual who has the authority to act on behalf of a Client or a potential Client that is a legal entity in their interactions with the Company.

Code means a one-time code that the Company sends to the Client's registered phone number by SMS or, where the SMS does not arrive, reads out to the Client by an automated voice call, or a passkey that the Client has registered on its device, which the Client uses as an element of strong customer authentication to access the Service, to request Account and Transaction information or to authorise Transactions.

Confidential Information means sensitive and non-public data, as per standard practice, related to the Client or the Company, their employees, representatives, shareholders, transactions, and other proprietary information.

EEA means the European Economic Area.

E-Money Services means the services related to issuing, offering and redeeming of electronic money by the Company in accordance with the Finnish Act on Payment Institutions (law 297/2010).

Fees means any charges, commissions and other amounts payable by the Client to the Company for the Service, as further specified in Section 10 and the Service Price List, and reviewed from time to time.

FIN-FSA means Finnish Financial Supervisory Authority. The FIN-FSA acts as the Governmental Authority with regard to the Company’s operations, and their contact information is:

www.finanssivalvonta.fi

P.O. Box 103, 00101 Helsinki

Phone: +358 9 183 51

Email: kirjaamo@fiva.fi

Funds means the monetary value in euro held in the Account as electronic money issued by the Company, which the Client may use to execute Transactions.

Governmental Authority means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory and/or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

IBAN means International Bank Account Number – an international current account number that identifies payment accounts – generated according to the ISO 13616 standard.

Individual tariff means the tariff in the Service Price List applicable to a Client who is a natural person acting for purposes outside their trade, business or profession.

Payment Order means the order given by the Client to the Company to execute a Transaction.

Payment Services means the payment services offered by the Company via the Service in accordance with the Finnish Act on Payment Services (290/2010) and the Finnish Act on Payment Institutions (297/2010).

PaySaxas Affiliates means Paysaxas Ltd, PaySaxas Oy, PaySaxas Financial Solutions Corporation and any other entity that directly or indirectly controls, is controlled by, or is under common control with any of them, including entities that hold intellectual property or provide group-level functions without themselves being authorised or registered to provide regulated payment, electronic money or crypto-asset services, in each case other than the Company itself.

Personal data / Personal Information means any information relating to an identified or identifiable individual.

Privacy Policy means the Company’s privacy policy, available at Privacy Policy — PaySaxas Oy, which describes how the Company processes personal data.

Prospective Client means a natural or legal person who has submitted an application to open an Account but in respect of whom the Account has not yet been opened.

Recipient means a party who receives Funds from a Transaction.

Sanctions means restrictive measures adopted by the European Union, the United Nations or Finland and, where lawfully applicable to the Company, other measures, in each case as applicable to the Company and subject in all cases to Council Regulation (EC) No 2271/96.

Service means Payment Services and E-Money Services provided by the Company to the Client via the Client Platform. The Service may also be referred to as the Services.

Service Price List means the price list in force at the time, on the basis of which the Company charges the Client Fees for the use of the Services, published with a version number and an effective date. The current Service Price List, covering the tariffs offered to the public, is available at Service Price List, which displays its version number and effective date; the Client Platform shows the tariff that applies to the Client and its effective date. Where the Company amends the Service Price List, the amended version and its effective date are published at that address no later than the date on which the notice period required under Clause 14.2 begins to run.

Sole Proprietor tariff means the tariff in the Service Price List applicable to a Client who is a natural person carrying on a trade or business in their own name.

Terms of Service means these Terms of Service (as may be amended from time to time), which apply in the relationship between the Company and the Client for the entire duration that the Client uses the Service.

Transaction means the act by which Funds are transferred, withdrawn or made available to a Recipient.

Website means the public website operated by Paysaxas Ltd at paysaxas.com, including its language versions.

Any reference in these Terms of Service to an EU Regulation or Directive shall be read as a reference to that instrument as implemented, where applicable, in Finnish law, including any successor or replacement legislation, and is not affected by the specific title, number or section of the relevant national implementing act.

Any statement in these Terms of Service that a step, screen, summary, confirmation or other functionality is, or will be, made available to the Client or a prospective Client is an obligation on the Company to make it available, and not merely a description of the Service as it exists at any particular time. Where these Terms of Service state that a right or obligation of the Client, or of a prospective Client, arises from or depends on such a step, screen, summary or confirmation, that right or obligation shall be understood to arise or apply only once, and to the extent that, the Company has in fact made the relevant step, screen, summary or confirmation available.

Nothing in these Terms of Service limits any right of the Client, or any liability of the Company, under mandatory provisions of the Act on Payment Services (290/2010), the Act on Payment Institutions (297/2010), the Consumer Protection Act (38/1978) or other mandatory law, including provisions that apply only where the Client is a consumer and provisions on unauthorised or incorrectly executed payment transactions. In the event of any conflict, the mandatory provision prevails.

2. Introduction

2.1. The contact details of the Company are as follows:

Name: PaySaxas Oy

Business ID: 3387454-8

Principal Office: Lapinlahdenkatu 16, 00180, Helsinki, Finland

Phone number: +358 942454215

Email address: support@paysaxas.com

2.2. The Company is authorised by the FIN-FSA as an electronic money institution in accordance with the Finnish Act on Payment Institutions (297/2010). The Company is entered in the register maintained by the FIN-FSA under its Business ID 3387454-8, and its authorisation can be checked at FIN-FSA register.

2.3. The Company and the Client agree to communicate electronically. The Company provides information and notifications under these Terms of Service through the Client Platform or by email to the email address registered by the Client. Where the law requires information to be provided on a durable medium, the Company sends it by email, or makes it available in the Client Platform in a form that the Client can store and reproduce unchanged and informs the Client by email that it is available. The Client gives notices to the Company by email to support@paysaxas.com or through the Client Platform, unless these Terms of Service provide otherwise. To use the Service, the Client needs a device with internet access, an up-to-date web browser and a mobile phone able to receive SMS messages and voice calls, and shall keep their registered email address and phone number up to date.

2.4. The Company provides the Service through the Client Platform. Use of the Website itself, as distinct from the Service, is additionally governed by the Platform Terms of Service available at Platform Terms of Service.

2.5. The Company executes the Payment Orders given by the Client. As a result, the Client is generally not entitled to a refund of an executed Payment Order, except as provided in these Terms of Service (including Clauses 7.9, 8 and 10.4.2) and as mandatory law entitles the Client, including under the Act on Payment Services (290/2010) in respect of unauthorised or incorrectly executed payment transactions.

2.6. The Funds in the Clients’ Accounts are legally categorised as electronic money within the meaning of the Finnish Act on Payment Institutions (297/2010).

2.7. The Funds in Clients’ Accounts are treated as e-money and, in accordance with applicable Finnish and EU law and the Company’s authorisation conditions, are safeguarded. Safeguarding means that the Company holds Clients’ Funds in segregated accounts with a credit institution to ensure that Clients’ Funds are protected in the event of insolvency of the Company, or uses another permitted safeguarding mechanism as required by law. Clients understand that safeguarded Funds are not deposits and are not covered by the national deposit guarantee scheme. In accordance with Article 12 of Directive 2009/110/EC, the Company does not, and is not permitted to, pay interest or grant any other benefit to the Client related to the length of time Funds are held in the Account.

2.8. Language

(a) The Service is offered in English only. English is the language of these Terms of Service, of the information that the Company provides before the Client is bound by these Terms of Service, of all information and notifications provided under them or under the Act on Payment Services (290/2010), of client support, including any contact with a natural person, of the complaints procedure under Section 17, and of all other communication between the Client and the Company (the “Language of the Relationship”).

(b) At the start of the application to open an Account, and before the Company provides any information that the law requires to be provided before the Client is bound by these Terms of Service, the Company:

(i) informs the Prospective Client, in the language version of the application chosen by it (English, Finnish or Swedish), that the Service is offered in English only; and

(ii) asks the Prospective Client to confirm, by a separate statement that is not pre-selected and that is displayed in that language version, that it understands English and agrees to English as the Language of the Relationship (the “Language Confirmation”). The Language Confirmation sets out the matters to which the Language of the Relationship applies.

The Company does not open an Account for a Prospective Client that does not give the Language Confirmation. The Company keeps a record of the Language Confirmation, including its date and time, the version of the statement confirmed and the language version displayed. For a Client whose Account was opened before these Terms of Service took effect, English applies as the Language of the Relationship without a separate Language Confirmation, and the Company continues to communicate with that Client in English.

(c) The Language Confirmation constitutes a separate agreement between the Prospective Client and the Company on the Language of the Relationship. It applies from the moment it is given, irrespective of whether these Terms of Service have otherwise become binding under the introductory provisions above, and continues to apply for the duration of the relationship between the Client and the Company, including any communication after termination of these Terms of Service.

(d) Client support, including any interaction with a natural person that a Client who is a consumer is entitled to request under applicable consumer protection law, is provided in English. The Client provides KYC/KYB and AML Verification information in English and, where a document is in another language, provides a translation where the Company so requests.

(e) This Clause 2.8 does not affect the Client’s right to use Finnish or Swedish in proceedings before competent authorities, out-of-court dispute resolution bodies or courts.

2.9. Licensed firms. The Company may provide the Service to authorised or registered payment service providers and other licensed firms for their own business, on separate terms. Such a firm is a Client in its own name and does not act for the Company. A Client may authorise such a firm to operate its Account only on the separate terms that the Company makes available to the Client before the Client does so.

3. Compliance with the AML Act

3.1. In accordance with the AML Act, the Company has a legal obligation to know its Client (KYC) and ensure that the Client does not use the Service or enable the Service to be used for money laundering or terrorist financing. Notwithstanding the foregoing, this Clause 3, including the obligation to pay the Onboarding Fee, applies to and is binding upon the Prospective Client from the moment of application submission, subject, for a Prospective Client who is a consumer, to Clause 16.2.4, irrespective of whether these Terms of Service have otherwise become binding under the introductory provisions above.

3.2. Prior to opening an Account, the Company conducts the AML Verification of the Prospective Client. The AML Verification is a distinct administrative procedure carried out by the Company independently of, and prior to, any decision to open an Account, and its completion does not guarantee that an Account will be opened.

3.3. On submission of the application, the Company issues to the Prospective Client a single invoice for two separate fees set out in the Service Price List (together, the "Onboarding Fee"): (a) a fee for conducting the AML Verification (the "Review Fee"), which is subject to value added tax where applicable; and (b) a fee for opening the Account (the "Account Setup Fee"), which is a VAT-exempt financial service. The Prospective Client shall pay the Onboarding Fee before the Account is opened, and the Company does not open the Account until it has been paid. Prices in the Service Price List for Clients who are not consumers exclude VAT; prices for consumers include any VAT the Company is required to charge.

3.4. The Review Fee is consideration for the AML Verification and is non-refundable once the Company has commenced the AML Verification, irrespective of its outcome, without prejudice to any mandatory right of withdrawal available to a consumer under Clause 16.2. The Account Setup Fee is payable in advance together with the Review Fee and, if no Account is opened for any reason, shall be refunded in full, in the same manner whatever the reason, to the account from which it was paid within 14 days. Where the Company has commenced the AML Verification and no Account is opened, the Review Fee remains payable, subject to Clause 16.2, and the Account Setup Fee is not payable or, if already paid, is refunded in accordance with this Clause.

3.5. If the Company is unable to ensure sufficient compliance with the AML Act with regard to the provision of the Service to the Client, the Company may, acting reasonably, decline to open the Account, stop providing the Service and, if necessary, terminate the Terms of Service, without advance notice where this is necessary to comply with the AML Act or other applicable law or where notice is prohibited by law. Where legally permitted, the Company will give the Client the reasons. In such cases the Company will refund the Account Setup Fee component without undue delay; the Review Fee remains non-refundable, subject to Clause 3.4.

3.6. The Client agrees that the Company may share any or all such information with third party companies, other companies within PaySaxas Affiliates or individuals for the sole purpose of verifying the authenticity of the information provided by the Client, in accordance with, and subject to the safeguards described in, the Company's Privacy Policy.

3.7. Before submitting an application to open an Account, the Client will be shown a summary of the information entered and will have the opportunity to review and correct any input errors before final submission. Upon submission, the Company will acknowledge receipt of the application without undue delay, electronically, to the email address provided by the Client. Together with the acknowledgement, the Company provides the Client with these Terms of Service in the version accepted by the Client, in a form that the Client can store and reproduce unchanged: as an attachment to the acknowledgement (such as a PDF file) or by making them available for download in the Client Platform and stating this in the acknowledgement. The Company also provides these Terms of Service in that form before the Client submits the application.

3.8. Where the Client applies for the Sole Proprietor tariff, the Client shall confirm, as part of the AML Verification process, whether the Client is entering into these Terms of Service primarily for purposes related to the Client's trade, business, or profession. For a Client that applied for the Sole Proprietor tariff before the date on which this version of these Terms of Service takes effect, that application, together with the business registration number, trading name and business address provided at onboarding, is treated as that confirmation, unless the Client notifies the Company that it uses the Account primarily for purposes outside its trade, business or profession. The Company shall retain a record of this confirmation for the duration of these Terms of Service. In the absence of such confirmation, the Client shall be treated as a consumer for all purposes under these Terms of Service, including Clause 16.3.1.

4. Rights and Responsibilities of the Client

4.1. Where the Client is a natural person, they must have reached the age of majority in their place of residence, and in any case be at least 18 years old, to use the Service. By creating an Account and/or using the Service, the Client represents and warrants that the Client can accept these Terms of Service as binding, the Client is not barred from using the Service under any laws, and the Client will comply with these Terms of Service and all applicable local, state, national and international laws, rules and regulations.

4.2. In addition to Clause 4.1, where the Client is a legal person, the Client represents and warrants that they are established according to relevant legislation in the Client’s Location. The Client may not have their main activity prohibited by any local, state, national or international laws. The Client’s Representative warrants and agrees that they have the capacity and authority to enter the Client into these Terms of Service on behalf of the Client.

4.3. The Client agrees to use the Service only for the purposes permitted by the Terms of Service and any applicable laws, regulations or generally accepted policies or guidelines in the relevant jurisdiction.

4.4. The Client is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar technologies the Client uses to access the Service. The Client may also be required to accept and comply with terms and conditions set by third parties, such as network operators, internet providers, device manufacturers or alike, to ensure proper access to the Service.

4.5. The Client shall keep its login credentials and any Code secure and shall not disclose them to anyone except as these Terms permit. The Client's liability for losses arising from unauthorised use of the credentials or a Code is set out in Clause 9.10.

4.6. The Client is responsible for all the information they submit to the Company. The Client represents and warrants that the Client provides the Company with the correct, sufficient, up to date and necessary information as requested by the Company at any given time in order to enter into these Terms of Service and use the Service. The Company has the right to charge the Client for the costs for not notifying the Company about changes in the Client's information, as indicated in the Service Price List. Such charges constitute a separate administrative service, distinct from the provision of Payment Services.

4.7. The Client shall not do or take up any actions which can hinder, interfere, disable, harm or otherwise disrupt the technical and/or operational functions of the Service, the Company’s equipment and/or network.

4.8. The Company makes reasonable efforts to ensure that the Service is secure and free from viruses and other malicious attacks. However, the Client is solely responsible for protecting their equipment and software from viruses, malicious programs, and other security threats on the internet.

4.9. The Client agrees to use the Service only according to the terms of these Terms of Service.

4.10. Any unauthorised access to the Service is prohibited. The Client must notify the Company without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of their login credentials, a Code or the phone number registered for receiving Codes, or of any unauthorised use of the Account. The Client may make such a notification free of charge at any time by email to support@paysaxas.com or through the Client Platform. On receipt of the notification, the Company blocks access to the Account and the credentials concerned and prevents any further use of them.

4.11. The Client shall not change or modify any parts of the Service, including (but not limited to) the Account’s balance, by using illegal means and/or malicious software.

4.12. The Client is responsible for the instructions, Payment Orders and other actions given through the Account using the Client's credentials, except to the extent the Company is liable under Clause 11 or mandatory law, including for unauthorised or incorrectly executed payment transactions.

4.13. For the duration of these Terms of Service, the Client has the right to request a written copy of these Terms of Service. This encompasses notifications regarding amendments to these Terms of Service and the Service Price List, in accordance with the Client's rights under the Act on Payment Services of Finland (290/2010). The Company provides these Terms of Service and the information required by the Act on Payment Services free of charge through the Client Platform or by email. Where the Client requests additional or more frequent information, or delivery by other means (for example, a paper copy by post), the Company may charge a reasonable fee not exceeding its actual costs, as indicated in the Service Price List. Such charges constitute a separate administrative service, distinct from the provision of Payment Services.

4.14. Prohibited use. The Client shall not use the Service, or permit any other person to use it: (a) for any unlawful purpose, or in a way that facilitates money laundering, terrorist financing, fraud, tax evasion or evasion of Sanctions; (b) to receive, hold or transfer Funds derived from criminal activity; (c) in connection with any business or activity that the Company has notified the Client is restricted or prohibited; (d) on behalf of, or for the benefit of, any third party (including by providing accounts or payment services to others) unless disclosed to and accepted by the Company in advance; or (e) to structure or split Transactions to avoid reporting, verification or monitoring requirements.

4.15. Information and source of funds. On request and without undue delay, the Client shall provide the information and documents that the Company reasonably requires to comply with the AML Act and other applicable law, including information about the source of Funds and wealth, the purpose and intended nature of the business relationship and of Transactions, the identity of any beneficial owner and of any person on whose behalf the Client acts, and whether the Client or any beneficial owner is a politically exposed person or a family member or close associate of one. The Client shall promptly notify the Company of any change in that information.

4.16. Sanctions. The Client represents and undertakes that neither the Client nor (where the Client is a legal person) any of its directors, beneficial owners or Client's Representatives is the subject of Sanctions, and that the Client will not use the Service in breach of Sanctions. The Client shall notify the Company immediately if this ceases to be true.

5. Rights and Responsibilities of the Company

5.1. All content, trademarks, trade names, service marks, documentation and other intellectual property made available through the Service or published on the Website are and shall remain the exclusive property of the Company or its licensors, including PaySaxas Affiliates and, where applicable, third-party rights holders. All such rights are fully reserved.

5.2. The Client agrees to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service or the Website. The Client agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

5.3. The Service is provided on an “as is” and “as available” basis. The Company does not guarantee that the Service is usable at any given time or that the Service works without interruption. The Company does not guarantee the uninterrupted and continuous operation of the Service or other equipment and/or systems used in the execution of the Service.

5.4. The Service may enable the Client to view, access, communicate and interact with third party sources, for example, third party websites and services. The Company does not assume any responsibility for the content, actions, or practices of any such sources. The Client’s interaction with such a source and the Client’s use of, and reliance upon, any content provided by such source is at the Client’s sole discretion and risk.

5.5. The Company is not responsible for the content of the Service or its correctness, except for the content generated by the Company. Thus, the Company is for example not responsible for information the Clients disclose through the Service.

5.6. The Company may provide information about the Client and its financial transactions to government authorities and law enforcement agencies in accordance with the Company's Privacy Policy. The Company is required by the AML Act to report certain transactions and suspicious transactions to the competent Financial Intelligence Unit, and may be prohibited from telling the Client that a report has been made or is being considered. To the extent permitted by law, the Company shall not be liable to the Client for any report or disclosure made in good faith in accordance with applicable law.

5.7. By using the Services, the Client acknowledges and agrees that the Company may transfer their personal data to third-party companies (partners) for the purposes of providing, maintaining, and improving the Service, or any other legitimate purpose based on respective legal conditions with such third-party companies (partners) in accordance with, and subject to the safeguards described in, the Company's Privacy Policy. These third-party companies (partners) are carefully selected and are required to use the Client’s data only for the specific purposes for which it is provided and in accordance with applicable data protection laws.

5.8. The Company may terminate the Account or the Client's right to use the Service, and restrict access to content within the Service (subject to the Company's record-retention obligations), with immediate effect and without prior notice where the Company reasonably suspects money laundering, terrorist financing, fraud, sanctions violations or other unlawful activity, or where immediate action is required to comply with a legal or regulatory obligation or to protect the security of the Service or other Clients. Where legally permitted, the Company will give the Client the reasons. Termination of the Account for any other reason is subject to the notice period in Clause 16.4.

5.9. The Company may, acting reasonably, freeze a Client's Account where it suspects unauthorised or suspicious activity. Where the law permits, the Company informs the Client of the freeze and, where possible, of the reasons for it, unless doing so would compromise objectively justified security reasons. The Company will unfreeze the Account after receiving the information, clarification or documents from the Client that the Account is secure. The Client notifies changes within five (5) Business Days. Where it does not, the Company may suspend the Account after giving notice, charge the fee under Clause 4.6 and, if the Client does not cure the failure, terminate under Clause 16.4.

6. Use of the Account

6.1. The Account is Client-specific, meaning only the Client, the Client’s Representative, individuals granted access under Clause 6.7 and a firm authorised under Clause 2.9 shall have access to the Account.

6.2. The Client can use the Account to execute Transactions using the Payment Services provided by the Company.

6.3. The Client can add Funds to the Account via bank transfer, using another financial institution’s payment services or by using the payment instruments accepted by the Company from time to time. The Client can send, transfer and receive Funds to and from their Account within the limits of the Service’s features at any given time. Funds cannot be deposited to the Account in cash. The primary purpose of the Account is to allow the Client to make and receive payments.

6.4. The Client is not allowed to use Funds within the Account as collateral.

6.5. The Account is held in euro, and Transactions are executed in euro. If the Company makes other currencies or currency exchange available, the applicable terms will be added to these Terms of Service in accordance with Section 14 before the service is offered.

6.6. On approval of the Client's application, the Company opens one Account for the Client. At the Client's request made through the Client Platform, the Company may open additional Accounts for the Client, each with its own IBAN and its own balance, for a purpose declared by the Client (such as operating funds, savings, payroll, tax reserve, or funds of the Client's own customers held in a Client Funds Account under Clause 6.12). The opening of an additional Account is subject to the Company's approval. All Accounts of the Client are governed by these Terms of Service. The Client may close an additional Account without terminating these Terms of Service; termination of these Terms of Service closes all Accounts of the Client. Each Client that is a natural person may use the Account solely on their own behalf; a Client under the Sole Proprietor tariff may also grant access to the Account in accordance with Clause 6.7. The Account of a legal person must be used exclusively by the Client's Representative or other individuals granted access in accordance with Clause 6.7.

6.7. A Client that is a legal person, acting through the Client's Representative, or a Client under the Sole Proprietor tariff may grant access to the Account to employees of the Client or other designated individuals. In order to do so, the Client must provide the Company with information about such designated individuals, as requested by the Company. The Company may request any notarised document from the Client for granting access to the Account to designated individuals.

6.8. The Company does not assume any responsibility for the actions or inactions of the designated individuals to whom access to the Account has been granted under Clause 6.7. The Client is solely responsible for ensuring that the designated individuals comply with the terms and conditions of these Terms of Service and any applicable law.

6.9. Creating an Account is not to be construed as the Client having a partnership, employment, joint enterprise, franchising or other similar relationship with the Company.

6.10. Upon approval of the Client’s registration and opening of the Account, the Company according to the applicable law or requirements imposed by banking partners or other financial institutions, may assign limits, including (but not limited to):

• maximum number of Transactions in a day or month; and
• maximum value of each Transaction.

These limits may be revised from time to time.

6.11. Redemption of e-money. The Client may at any time request redemption of the electronic money held in the Account, in whole or in part, at par value, by a Payment Order for withdrawal to an account held in the Client's name with a payment service provider. Redemption is subject to the verification required by the AML Act and to the Company's rights and obligations under Clauses 5.9 and 15 and applicable law.

Any fee for redemption is set out in the Service Price List and is charged only where permitted by applicable law, in an amount that is proportionate and commensurate with the costs actually incurred by the Company. Redemption requested on or after termination of these Terms of Service is free of charge.

6.12. Client Funds Accounts. A Client that is a legal person may hold a Client Funds Account. For as long as it does:

(a) the Client must also hold at least one other Account, from which all Fees and other amounts owed to the Company are debited;

(b) no Fee, cost or other amount owed to the Company is debited from a Client Funds Account, and the Company does not exercise any right of set-off or security over the funds held in it in respect of any claim against the Client; and

(c) the Client remains solely responsible for keeping its own records of its customers’ entitlements to those funds.

Where the Company designates a Client Funds Account as a safeguarding account for the Client’s customers, on the basis of the Client’s written confirmation that the funds belong to its customers, the Company records the designation and shows it in the Client Platform and on account statements; any transfer between the designated Account and another Account of the Client requires the Client to state its purpose from the list offered in the Client Platform; and the designated Account cannot be closed until the designation has ended.

7. Transactions

7.1. A Payment Order shall be deemed received immediately if given on a Business Day before 16:00 (EET/EEST); if given after 16:00, or on a day that is not a Business Day, it shall be deemed received on the following Business Day.

7.2. The Recipient's IBAN (and BIC, where applicable) is the unique identifier of the Recipient. The Company may execute a Payment Order solely on the basis of the unique identifier provided, even if the name provided differs, subject to Clause 7.13. In addition, the Payment Order must contain the Transaction amount in euro.

7.3. Before submitting the Payment Order via the Service, the Client will be supplied with the relevant details concerning the order.

7.4. A Payment Order cannot be amended after it has been submitted. The Client may request its cancellation in accordance with Clause 8.1 and, if needed, submit a new Payment Order with the correct details.

7.5. The Company does not currently offer currency exchange. If it makes currency exchange available, the applicable terms will be added to these Terms of Service in accordance with Section 14 before the service is offered.

7.6. The Company executes a Payment Order within the time limits set out in Clauses 7.12 and 7.13, provided that, at the time the Payment Order is received under Clause 7.1, the available balance of the Account is sufficient to cover the amount of the Payment Order and the applicable Fees, and the Company is not entitled to refuse execution under Clause 7.7. The available balance is the balance of the Account less any amounts blocked or reserved under these Terms of Service (for example, under Clause 8.2.2 or Section 15). The Company cannot guarantee that every payment service provider will accept Transactions from, or send Transactions to, the Account.

7.7. The Company may refuse to execute a Payment Order where:

(a) the Client has not completed the AML Verification to the required level, or execution would be contrary to the AML Act;

(b) the available balance is insufficient to cover the amount of the Payment Order and the applicable Fees;

(c) the unique identifier of the Recipient is invalid or incomplete;

(d) the Client has breached these Terms of Service in a way relevant to the Payment Order;

(e) the Company reasonably suspects fraud or unauthorised use of the Account or the credentials;

(f) the Transaction would breach Sanctions or other applicable law;

(g) the Payment Order exceeds a limit set under Clause 6.10 or 7.11, or execution is restricted under Clause 9.7 or Section 15; or

(h) refusal is otherwise permitted or required by law.

7.8. If the Company refuses to execute a Payment Order, it will notify the Client of the refusal through the Client Platform or by email, as soon as possible and in any event within the execution time that would have applied under Clause 7.12 or 7.13, together with, where possible, the reasons for the refusal and the procedure for correcting any factual mistakes that led to it, unless providing that information is prohibited by law. Where the refusal is objectively justified, the Company may charge a reasonable fee for the notification, not exceeding its actual costs, if such a fee is set out in the Service Price List. If the Client is unable to make a Transaction and the reason is not clear, the Client should contact the Company’s client support.

7.9. If the Company makes an error in recording a Transaction or a balance in the Account (for example, a duplicate or misdirected credit or an incorrect amount), it may correct the entries in the Account to reflect the correct position and will notify the Client of the error and the correction without undue delay. Where the error concerns a payment already transmitted to a Recipient outside the Company, the Company may correct it only to the extent permitted by applicable law and the rules and capabilities of the relevant payment system or payment partner, including by requesting the return of the funds in accordance with Clause 8.2.1 or by executing the payment again.

7.10. The Funds in the Account belong to the Client and are not the Company’s own funds. In the case of a Client Funds Account, the Client holds the Funds for its own customers in accordance with Clause 6.12.

7.11. The Company may determine from time to time incoming/outgoing Transactions limits for daily/weekly/monthly transfers and/or a maximum/minimum balance limit for the Account due to risk management or other valid reasons. A minimum balance limit does not restrict the Client’s right to redeem electronic money under Clause 6.11.

7.12. Unless a shorter period applies to a specific Payment Order, the Company shall ensure that the amount of a Payment Order in euro to a payment service provider located in the EEA is credited to the account of the Recipient’s payment service provider by the end of the Business Day following the time of receipt determined under Clause 7.1, in accordance with the Act on Payment Services of Finland (290/2010). Instant credit transfers are executed within the time limits set out in Clause 7.13, and transfers between Accounts held with the Company are executed immediately. Where the Recipient’s payment service provider is located outside the EEA, the Company transmits the Payment Order within the same time limit, but the time at which the Recipient is credited depends on the Recipient’s payment service provider and the payment scheme used.

7.13. SEPA Instant Credit Transfers and Verification of Payee. Where the Company offers SEPA Instant Credit Transfers, an instant Payment Order is executed within the time limits laid down in Regulation (EU) No 260/2012 as amended by Regulation (EU) 2024/886, and is irrevocable once executed. The Company does not charge more for an instant credit transfer than for a corresponding non-instant credit transfer in euro. Before the Client authorises a euro credit transfer, the Company will offer a verification-of-payee service and inform the Client whether the Recipient's name and IBAN match, nearly match or do not match. If the Client authorises the transfer despite a mismatch, the payment will be executed by reference to the IBAN, and the Company's liability is determined by the Act on Payment Services (290/2010) and Regulation (EU) 2024/886.

7.14. Access by Third-Party Providers (Account Information and Payment Initiation Services). Where the Client has given explicit consent to a third-party provider that is itself authorised or registered under the Act on Payment Services (290/2010) or the equivalent legislation of another EEA member state to access the Account for the purpose of providing an account information service or a payment initiation service, the Company shall grant that third-party provider access to the Account on the same basis as it provides access to the Client directly, in accordance with the Act on Payment Services (290/2010) and Commission Delegated Regulation (EU) 2018/389 (RTS on SCA and CSC).

The Company may deny or immediately withdraw a third-party provider's access to the Account on objectively justified and duly evidenced grounds relating to unauthorised or fraudulent access, and shall inform the Client of any such denial or withdrawal and the reasons for it, using the agreed means of communication, before doing so where possible or, if not possible, immediately afterwards, unless providing that information would compromise objectively justified security reasons or is prohibited by other applicable law. Access by a third-party provider under this Clause does not affect the Company's rights and obligations towards the Client under these Terms of Service, including in relation to Fees and the Company's liability for unauthorised or incorrectly executed Transactions. Payment Orders initiated through a payment initiation service provider are authorised with strong customer authentication and are subject to the same Fees as Payment Orders given directly by the Client.

7.15. Funds received for the Client are credited to the Account with a value date no later than the Business Day on which the Company receives them and are made available to the Client immediately after that. An amount debited from the Account is value-dated no earlier than the time at which it is debited. Information on each executed Transaction, including its reference, amount, any Fees charged and its value date or date of receipt, is made available to the Client in the Client Platform without undue delay after execution, where the Client can also download account statements in a form that it can store and reproduce unchanged.

8. Cancellation, Recall, Investigation

8.1. Cancellation

8.1.1. A Payment Order becomes irrevocable by the Client once it has been received by the Company, except where applicable law, the terms of the relevant payment system, or an agreement between the Company and its correspondent partners permits cancellation. Where cancellation is permitted, the Client may request it; the Company cannot guarantee that a Payment Order will be cancelled once it has been sent for processing.

8.1.2. If the initial Payment Order has not yet been processed, the Company will take reasonable and available measures to prevent its execution.

8.1.3. The Company charges a fee for each cancellation request submitted by the Client (the "Payment Cancellation Request Fee"), as indicated in the Service Price List, whether or not the Payment Order is successfully cancelled. No fee is charged for a cancellation request made because the Client reports that the Payment Order was induced by fraud. If the Payment Order has already been executed, the Client may instead request a recall under Clause 8.2.1. Where the Client is a consumer, the fee shall not exceed the Company's actual costs directly attributable to the request.

8.2. Recall

8.2.1. Recall of outgoing Transactions. If the Client asks the Company to recall an executed Transaction, including where the Client has provided an incorrect unique identifier, the Company will make reasonable efforts to recover the funds, including by sending a recall request to the Recipient’s payment service provider, but cannot guarantee their return. If the funds cannot be recovered, the Company will, on the Client’s written request, provide the Client with all information available to it that is relevant for the Client to file a legal claim to recover the funds.

8.2.2. Recall of incoming Transactions. Where the Company receives a substantiated request from a paying institution, correspondent bank or applicable payment scheme (including a SEPA recall request) alleging that a Transaction credited to the Client’s Account was made in error, is a duplicate, or constitutes proceeds of fraud or unauthorised access, the Company may, acting reasonably and without the Client’s prior consent, restrict access to the corresponding amount in the Account and will ask the Client to respond within a period specified by the Company, which shall be at least five (5) Business Days.

8.2.3. If the Client confirms that the Transaction should be returned, or does not, within that period, provide an explanation and supporting evidence of its legitimacy that the Company, acting reasonably, considers sufficient, the Company may debit the Account for the disputed amount without further consent, return it in accordance with the rules of the applicable payment scheme and inform the Client accordingly. Where the Client provides such an explanation and evidence, the Company shall not debit the Account without the Client’s consent or a binding order of a competent court or authority, save where Clause 5.6 or Section 15 applies.

8.2.4. The Company may charge a fee for handling a recall request received under Clause 8.2.2 from a paying institution, correspondent bank or payment scheme (the "Recall Handling Fee"), as indicated in the Service Price List. A recall requested by the Client under Clause 8.2.1 is subject to the Payment Cancellation Request Fee under Clause 8.1.3. Where the Client is a consumer, each fee shall not exceed the Company's actual costs directly attributable to the request.

8.3. Investigation

8.3.1. Upon receiving a Client’s claim and all necessary supporting evidence, the Company will conduct an investigation into any Transaction that is initiated by the Client or directed to the Client, but the Funds have not been received.

8.3.2. The Company charges a fee for conducting such investigation (the "Investigation Fee", listed in the Service Price List as "Payment Investigation Request"), as specified in the Service Price List. The Investigation Fee is payable irrespective of the outcome of the investigation and covers the Company's administrative and operational costs of investigating the Transaction; it does not, in itself, constitute the execution, cancellation, recall or reversal of any Transaction, which (where applicable) is addressed separately under Clauses 8.1–8.2.

8.4. Nothing in this Clause 8 limits or otherwise affects the Client's statutory rights in respect of unauthorised or incorrectly executed Transactions under the Act on Payment Services of Finland (290/2010), which are addressed separately and are not conditional on a cancellation, recall or investigation request under this Clause 8.

9. Account Security

9.1. The Service is offered and will be executed using the Company’s back office software. The Company uses modern technologies in order to ensure the safety of Accounts but cannot guarantee the absence of hacker attacks or the absence of other malicious actors.

9.2. The Client undertakes to use all the measures possible to protect their Account, including:

• using only reliable equipment (without unauthorised access by third parties);
• not using public networks while logged into the Account;
• not sharing provided login credentials with third parties;
• informing the Company if they discover suspicious activity related to their Account; and
• changing their login credentials in case they become, or the Client suspects them to become known to third parties or in case of suspicious activity.

9.3. The Company applies strong customer authentication to access to the Account and to the authorisation of Payment Orders, currently by means of the Client's password together with a Code (a one-time code sent by SMS to the phone number registered by the Client or, where the SMS does not arrive, read out by an automated voice call, or a passkey registered by the Client on its device). The Client may change the registered phone number only through the procedure provided by the Company, which includes verification of the Client’s identity. Subject to Clause 4.5 and the Act on Payment Services (290/2010), the Company is not liable for consequences resulting from the Client’s disclosure of a Code to third parties.

9.4. The Company assures, and the Client agrees, that within the use of the Services, the Company will never request the Client’s login details for access to their Account. The Company will not initiate a change of Client data autonomously. The Client is responsible for ensuring the security of their password and should not disclose it to third parties. In the event of suspected unauthorised access to the Account, the Client undertakes to promptly notify the Company.

9.5. The Client shall not introduce viruses or other malicious programs or any other material that is harmful or technologically hazardous, either to the Service or through it.

9.6. The Client shall not attempt to gain unauthorised access to any part of the Service, the server on which the Service is stored, or any other server, computer, or database connected to the Service.

9.7. The Company may restrict the execution of Transactions that appear to be made through a VPN or other anonymising service.

9.8. The Company is not responsible if third parties gain access to an Account, except where this occurred due to the Company's own fault, or where the Company is liable under the Act on Payment Services (290/2010) or other mandatory law for unauthorised transactions.

9.9. The Company may block the Client's login credentials, a Code or access to the Account on objectively justified grounds relating to their security or to the suspected unauthorised or fraudulent use of them. The Company informs the Client of the blocking and the reasons for it through the Client Platform, by email or by telephone, where possible before the blocking and at the latest immediately afterwards, unless providing that information would compromise objectively justified security reasons or is prohibited by law. The Company unblocks the credentials, Code or access, or replaces them, once the reasons for blocking no longer exist. The Client may request unblocking through client support.

9.10. Unauthorised Transactions

9.10.1. Where a Transaction was not authorised by the Client, the Company refunds the amount of the Transaction immediately, and in any event no later than by the end of the Business Day following the day on which it noted or was notified of the Transaction, and restores the Account to the state in which it would have been had the unauthorised Transaction not taken place, with a value date no later than the date on which the amount was debited. This does not apply where the Company has reasonable grounds for suspecting fraud and communicates those grounds to the competent authority in writing.

9.10.2. Where an unauthorised Transaction results from the use of lost or stolen login credentials or a lost or stolen Code, or from their misappropriation, a Client who is a consumer bears the losses up to a maximum of EUR 50, unless (a) the loss, theft or misappropriation could not have been detected by the Client before the payment, except where the Client acted fraudulently, or (b) the loss was caused by acts or omissions of an employee, agent or branch of the Company or of an entity to which its activities were outsourced.

9.10.3. A Client who is a consumer bears all losses relating to an unauthorised Transaction where the Client incurred them by acting fraudulently or by failing, intentionally or with gross negligence, to comply with Clauses 4.5 and 4.10.

9.10.4. Except where the Client has acted fraudulently, a Client who is a consumer bears no losses (a) arising after notifying the Company under Clause 4.10, (b) where the Company did not require strong customer authentication, or (c) where the Company did not provide the means of notification under Clause 4.10.

9.10.5. Clauses 9.10.2 to 9.10.4 do not apply to a Business Client. A Business Client bears the losses from unauthorised Transactions subject to Clause 11, except to the extent that they are caused by the Company's own fault or arise after notification under Clause 4.10.

10. Fees

10.1. General

10.1.1. The Company has the right to charge the Client Fees for using the Service in accordance with the Service Price List. Changes to the Fees or the Service Price List take effect only after notice in accordance with Clauses 14.1 and 14.2.

10.1.2. The Service Price List may be changed or amended in accordance with Section 14 of these Terms of Service.

10.1.3. The Company is not responsible for any fees or commissions charged by the Recipient or any other third party.

10.1.4. The Company and the Client may agree in writing on individual Fees or on additional terms for specific Accounts or services, including terms for Clients that are themselves authorised or registered financial institutions and terms for Client Funds Accounts (“Additional Terms”). Additional Terms form part of the agreement between the Company and the Client and, in respect of the Accounts or services they cover, prevail over these Terms of Service and the Service Price List. Changes to Additional Terms are made in accordance with Section 14, unless the Additional Terms provide otherwise for a Business Client.

10.1.5. This Clause 10.1.5 applies only to Business Clients. As a Business Client is not a consumer for the purposes of the Act on Payment Services of Finland (290/2010), the Company and the Business Client expressly agree, pursuant to § 7(2) of that Act, to derogate from Chapter 3 of that Act, including § 36, in respect of the Fees applicable to the Business Client, including the Account Closure Fee under Clause 16.3.2. Accordingly, the Company may charge the Business Client Fees on the basis set out in the Service Price List applicable to the Business Client's tariff, without the restrictions that Chapter 3 would otherwise impose.

10.1.6. Notwithstanding Clause 10.1.1, no Fee is debited from an Account for any period during which the Account is suspended, frozen or subject to restricted access under Clause 15.1(g) on the basis of Sanctions, except as provided in that Clause.

10.2. Specific Fees

10.2.1. In addition to the Fees specified in this Clause 10.2, the Company charges Fees for other specific services described elsewhere in these Terms of Service, namely the Onboarding Fee (Clause 3.3), the Payment Cancellation Request Fee (Clause 8.1.3), the Recall Handling Fee (Clause 8.2.4), the Investigation Fee (Clause 8.3.2), the Account Closure Fee (Clause 16.3.2), the Annual Compliance Review Fee, any fee for the notification of a refusal (Clause 7.8), and the administrative charges under Clauses 4.6 (changes to Client information) and 4.13 (additional information and copies). Each such Fee is charged only if and to the extent it is set out in the Service Price List or agreed with the Client under Clause 10.1.4.

10.2.2. The Company may charge the Client a Monthly Maintenance Fee for the maintenance of the Account, as indicated in the Service Price List. The Monthly Maintenance Fee is charged in advance for each monthly billing period. Where the Client terminates these Terms of Service or closes an Account under Clause 16.3, the termination or closure takes effect at the end of the billing period in which the Company receives the notice and, where the Client is a consumer, in no case later than one (1) month after that receipt; the Client may use the Account until then, and the Monthly Maintenance Fee for that billing period is not refunded. Where the Company terminates these Terms of Service or closes an Account under Clause 16.4, the termination takes effect at the end of the notice period, and the part of the Monthly Maintenance Fee paid in advance for the period after the termination takes effect is refunded. Where the Company closes the Account with immediate effect under Clause 5.8 or Section 15, the Monthly Maintenance Fee charged for the current billing period is refunded in full. Where the Client terminates these Terms of Service under Clause 14.3, the termination takes effect on the date determined under that Clause, and the part of the Monthly Maintenance Fee paid in advance for the period after the termination takes effect is refunded. This applies to every Client, notwithstanding Clause 10.1.5.

10.2.3. For each additional Account opened under Clause 6.6, the Company charges a fee for its opening (the “IBAN Opening Fee”) and, where provided in the Service Price List, a monthly fee for its maintenance, which is charged, and treated on closure, in the same manner as the Monthly Maintenance Fee under Clause 10.2.2.

10.2.4. The Company charges the Client a fee for the execution of each Transaction (the "Transaction Fee"), as indicated in the Service Price List, unless a different fee is stated for a specific Payment Order or Transaction type elsewhere in these Terms of Service or the Service Price List. Unless the Additional Terms provide for monthly invoicing, the Transaction Fee becomes payable when the Company begins executing the Payment Order and is debited from the Account at that time; for instant credit transfers and incoming Transactions it is debited after execution, and where the available balance is then insufficient, the Fee remains due and is collected under Clause 10.3. Where the Service Price List sets a fee for an incoming Transaction, the full amount of the incoming Transaction is credited to the Account, and the fee is debited from the Account as a separate entry, subject to Clause 6.12. Where the Transaction Fee is calculated as a percentage, it is calculated on the amount of the Transaction and rounded to the nearest cent. Unless otherwise agreed in writing, the Client bears the Transaction Fee in addition to the amount of the Transaction, and each party bears the charges of its own payment service provider. If a Payment Order is rejected or refused before execution begins, no Transaction Fee is charged or, if already charged, it is reversed. If an executed Transaction is subsequently returned or recalled by the Recipient's payment service provider, the Transaction Fee is not refunded, unless the return results from the Company's error or the Client is entitled to a refund under mandatory law. For Payment Orders other than instant credit transfers, if the available balance is insufficient to cover both the amount of the Payment Order and the Transaction Fee, the Company refuses the Payment Order under Clause 7.7(b).

10.2.5. Transfers between the Client’s own Accounts are free of charge, unless the Service Price List provides otherwise. Where the Client transfers Funds to an Account of another client of the Company (an “Internal Transfer”), the Company may charge a fee for such Internal Transfer (the “Internal Transfer Fee”), as indicated in the Service Price List, which may differ from the Transaction Fee applicable to Transactions involving a Recipient outside the Company.

10.2.6. Where the Client grants additional individuals access to the Account in accordance with Clause 6.7, the Company charges a fee per additional individual granted such access, per month (the "Team Members" fee), as indicated in the Service Price List, for the provision of platform access and functionality to such individuals. No Team Members fee is charged for the Client's Representative or, where the Client is under the Sole Proprietor tariff, for the Client.

10.2.7. Upon the Client’s request, the Company may issue an Account Confirmation Certificate or a Balance Confirmation (a document confirming certain information about the Account for the Client’s own use with third parties), and may complete and send to the Client’s auditor an audit confirmation on the auditor’s own form (an “Audit Confirmation”). By requesting an Audit Confirmation, the Client instructs the Company to disclose to the auditor named by the Client the information requested in the auditor’s form. These are administrative and informational services, distinct from the provision of Payment Services, and are charged as indicated in the Service Price List.

10.3. Collection and Settlement

10.3.1. The Client authorises the Company to debit from the Account the Fees that fall due under these Terms of Service and the Service Price List, as and when they fall due, including Fees for additional services requested by the Client (such as Account Confirmation Certificates, Balance Confirmations, Audit Confirmations, investigations, cancellation and recall requests, and Team Members). If a Fee is not debited when it falls due, the Company may debit it at any time within twelve (12) months thereafter. A Client that is a natural person may withdraw this authorisation at any time by notice to the Company, in which case Fees falling due after the withdrawal are invoiced under Clause 10.3.2. This authorisation does not apply to any Client Funds Account.

10.3.2. Where a Fee cannot be debited because the available balance of the Account is insufficient, or because the authorisation under Clause 10.3.1 has been withdrawn, the Company may invoice the Client for the amount due. Invoices are due and payable within thirty (30) days of the invoice date. The balance of an Account cannot become negative, and the Company does not extend credit to the Client.

10.3.3. On termination of these Terms of Service or closure of an Account, the outstanding Fees relating to it become due. The Company may deduct outstanding Fees and other amounts due from the Client to the Company from the Funds in the Client’s Accounts, other than a Client Funds Account. Where the Client is a natural person, any such deduction is made only within the limits of applicable law, including the rules on prior notice, and never from Funds that are exempt from enforcement.

10.4. Refunds

10.4.1. Once a payment has been processed, no refunds are granted, except as expressly provided under Clause 3.4 (refund of the Account Setup Fee) or elsewhere in these Terms of Service, or as required by mandatory law.

10.4.2. Notwithstanding the foregoing, any fees charged in respect of payment transactions that were not executed by the Company shall be returned to the Client.

10.5. Taxation

10.5.1. Fees may be subject to Finnish value-added tax (VAT), the value-added tax of another jurisdiction, or no value-added tax, depending on the nature of the specific Fee and the Client's status, location and place of establishment, determined in accordance with applicable Finnish and EU VAT legislation. Where VAT applies, it will be stated separately on the invoice or included in the Fee amount, as indicated in the Service Price List or the relevant invoice.

11. Company’s Liability

11.1. Subject to Clause 11.6, the Company is only obliged to compensate the Client for any direct damage caused to the Client by the Company's breach of an applicable law or the Terms of Service. Subject to Clause 11.8 and to mandatory law, the Client is not entitled to compensation from the Company if the Client does not notify the Company of the reason for the compensation within a reasonable time after having become aware of it.

11.2. The Company shall not be liable for any indirect damages suffered by the Client, unless the Company has caused the damage intentionally, by acting in gross negligence or by breaching its obligations under the Act on Payment Services of Finland (290/2010).

11.3. The Company shall not be liable for damages if the performance of the Company’s obligations under the Terms of Service or an applicable law would be contrary to another applicable law.

11.4. To the extent permitted by the Act on Payment Services (290/2010), the Company shall not be held responsible for any losses, damages, or other consequences arising from events that are beyond the Company’s control (force majeure-events), including, but not limited to: acts of third parties, acts of God, government actions, political unrest, acts of terrorism, war, strikes and labour disputes, pandemics and/or epidemics, power outages and/or infrastructure failures, transportation disruptions, technological failures, and/or other unforeseeable events which are beyond the Company’s control. Where the Client is a consumer, in respect of the execution of payment transactions the Company is released from liability only in abnormal and unforeseeable circumstances beyond its control, the consequences of which would have been unavoidable despite all efforts to the contrary, or where the Company is bound by other legal obligations.

11.5. The Company shall not be liable for any losses incurred by the Client where the Client’s Representative has failed to obtain any corporate approvals required under the Client’s constitutional documents, internal policies, shareholders’ agreement or applicable law before giving instructions or submitting a Payment Order on behalf of the Client.

11.6. Where the Client is a Business Client and to the extent permitted by law, the Company's liability for direct damage under Clause 11.1 is limited to damage caused by the Company's intentional misconduct or gross negligence, or by breach of an obligation whose liability cannot be limited. The Company shall not be liable for indirect, incidental or consequential losses, including loss of profits, data or goodwill, subject to Clause 11.2.

11.7. Where the Client is a Business Client, the Company's total liability under or in connection with the Service shall not exceed the fees paid by the Client for the Service during the three (3) months preceding the event giving rise to the claim (or, if the Service is provided free of charge, EUR 100), except for fraud, intentional misconduct, gross negligence or any liability that cannot be limited by law. This Clause does not apply to a Client under the Sole Proprietor tariff to the extent the Client is a consumer under mandatory law.

11.8. Where the Client is a Business Client, any claim must be submitted in writing within three (3) months from the date the Client became aware, or should reasonably have become aware, of the event giving rise to the claim; the Business Client agrees to this period to the extent the Act on Payment Services allows the parties to agree a different period. Where the Client is a consumer, the Client must notify the Company of an unauthorised or incorrectly executed payment transaction without undue delay and no later than thirteen (13) months after the debit date, in accordance with the Act on Payment Services (290/2010). This Clause does not apply to a Client under the Sole Proprietor tariff to the extent the Client is a consumer under mandatory law.

11.9. The Client who has suffered losses, shall take all possible actions to limit these losses. If the Client fails to do so, the compensation payable by the Company is reduced accordingly.

11.10. The Client is not entitled to compensation due to the termination of these Terms of Service, save where such termination results from the Company's breach of these Terms of Service or applicable law, or, where the Client is a consumer, to the extent such an exclusion would be unfair within the meaning of Directive 93/13/EEC.

11.11. Subject to Clause 11.2, and to the fullest extent otherwise allowed by applicable law and this Section 11, in no event will the Company be liable to the Client or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the Company has been advised of the possibility of such damages. References in this Clause 11 to the Company's affiliates, business partners, licensors or service providers identify persons whose acts or omissions may give rise to the Company's own liability; they do not create any right in favour of, or obligation upon, such persons, who are not parties to these ToS.

11.12. Where the Client is a consumer, the Company's liability is determined by the Act on Payment Services (290/2010), the Consumer Protection Act and other mandatory law, and is not limited by Clauses 11.6 to 11.8.

12. Indemnity

12.1. The Client shall compensate the Company for reasonable costs, including reasonable legal and collection costs, that the Company actually incurs because the Client fails to pay amounts due under these Terms of Service, including interest, charges or Fees related to the Account, in accordance with applicable law, including, where the Client is a consumer, the Act on Collection of Receivables (513/1999).

12.2. The Client shall indemnify the Company for actual losses, costs and liabilities, including reasonable legal fees, that the Company reasonably incurs as a direct result of the Client’s breach of these Terms of Service. The Company may deduct such amounts from the balance of the Client’s Accounts, other than a Client Funds Account, only where the amount is undisputed by the Client, has been agreed with the Client or has been established by a final decision of a court or competent authority, and after notifying the Client. Where the Client is a natural person, the restrictions in Clause 10.3.3 apply.

12.3. Where the Client is a consumer, the Client's obligations under this Clause 12 apply only to the extent the relevant loss, cost or liability arises from the Client's own breach of these Terms of Service, negligence, or unlawful conduct, and shall not extend to losses arising from the Company's own breach or negligence.

13. Confidentiality

13.1. The Company will not share, make public or otherwise transfer Confidential Information regarding the Client, except to companies within the PaySaxas Affiliates, the Company’s representatives, service providers acting on the Company’s behalf (including under outsourcing arrangements) that are bound by confidentiality obligations, financial institutions as required in the ordinary course of the Company’s business operations, or as required or permitted by law. Where the Client was introduced to the Company by a partner under the Company's partner programme, the Client agrees that the Company may tell that partner the commission the partner earns in respect of the Client, shown under a reference number, but not the Client's name, contact details, account status or Transactions.

13.2. The Client agrees to keep secret and confidential any Confidential Information concerning the Company that they receive as a result of these Terms of Service or through any investigations made in connection with it and, if applicable, they should also enforce their officers, employees and consultants to whom such information has been disclosed to comply with such commitment.

14. Changes to the Terms of Service

14.1. The Company has the right to change the Terms of Service by giving the Client notice before the proposed date of the changes, in the same manner as other information under these Terms of Service is provided (e.g. by email):

(a) where the Client is not a Business Client, at least two (2) months’ notice, and the notice will remind the Client of its right to object to the changes and to terminate these Terms of Service free of charge before the changes take effect;

(b) where the Client is a Business Client, at least thirty (30) days’ notice of a change that increases a Fee, introduces a new Fee or reduces the Client’s rights in relation to the execution of payment transactions, and at least fourteen (14) days’ notice of any other change, except that a change that (i) is favourable to the Client, (ii) does not affect the Client’s rights or obligations, (iii) is required by law or by a decision of a Governmental Authority, or (iv) is necessary to protect the security of the Service, may take effect on shorter notice or, where necessary, immediately, in which case the Company notifies the Client without undue delay; a change required by the rules of a payment scheme or card scheme may take effect on such date as those rules require; and terms for a new service or functionality that the Client is free not to use apply from the time the Client first uses it, provided that the Company has made them available to the Client beforehand. Where the Client is a Business Client, the Client and the Company agree, pursuant to § 7(2) of the Act on Payment Services (290/2010), to derogate from § 30 of that Act to the extent provided in paragraph (b). This Clause 14 governs the commercial and contractual terms of the Service; it does not apply to updates to the Company’s Privacy Policy, which are instead governed exclusively by that Privacy Policy’s own update provisions and do not carry a right to terminate under Clause 14.3.

14.2. The Company provides information on its Fees in the Service Price List and, to Clients who are consumers, a statement of the Fees charged at least once a year. The Company shall notify the Client in writing of any amendments to the Fees or the Service Price List at least two (2) months before such amendments take effect or, where the Client is a Business Client, at least thirty (30) days before, consistent with Clause 14.1. Where the Company assigns a Business Client a different Business tariff with higher Fees, the change takes effect thirty (30) days after the Company notifies the Client, and the Client may terminate these Terms of Service free of charge with effect before that date; a different Business tariff with lower Fees may apply immediately.

14.3. The Terms of Service will remain in force as amended unless the Client notifies the Company, before the proposed date of the changes, that the Client does not accept them. If the Client does not accept the changes, the Client has the right to terminate the Terms of Service free of charge, including without any Account Closure Fee, with effect at any time up to the date the changes would otherwise have applied. If the Client notifies the Company that it does not accept the changes, the notice is treated as termination of these Terms of Service with effect from the day before the changes would otherwise have applied, unless the Client specifies an earlier date. The Company keeps each version of these Terms of Service together with the date from which it applies and, on request, provides the Client with any version that has applied to the Client. Where a change takes effect for a Business Client on shorter notice under Clause 14.1(b), the Business Client may terminate these Terms of Service free of charge, including without any Account Closure Fee, by notice given within thirty (30) days after the Company’s notice of the change.

15. Suspension of the Service

15.1. The Company may, acting reasonably, suspend the Account or restrict specific functionality in the following events:

1. The Client violates these Terms of Service, especially Section 4 “Rights and Responsibilities of the Client”;
2. The Company receives a lawful request or directive from a competent court of law, government authority, public agency, or law enforcement agency;
3. The Client has misled the Company by providing false data or information by withholding data or by any other means;
4. The Company’s activities are prohibited by law in the Client’s Location;
5. The Company has reasonable grounds to suspect that the Client has violated or is planning to violate any applicable law or regulation or these Terms of Service;
6. The Company has reasonable grounds to suspect that the Client is engaged in money laundering, financing terrorism, or is engaged in any other criminal activity; or
7. The Client, or any beneficial owner or Client's Representative, is or becomes the subject of Sanctions, or the Company has reasonable grounds to suspect that Funds or a Transaction are connected to a person that is the subject of Sanctions.

Where the Account is suspended, frozen or subject to restricted access pursuant to Clause 15.1(g) on the basis that the Client, a beneficial owner, or the Funds are or may be the subject of Sanctions, the Company shall not debit or collect any Fee from the Account for the duration of that suspension, other than a Fee that accrued and fell due before the suspension took effect. This does not affect the Company's right to debit or collect such a Fee once the suspension is lifted, or its right to disclose or report the Account as required by law.

15.2. Suspension for breaches not involving suspected illegal activity:

15.2.1. If the reason for an Account suspension is a breach of the Terms of Service by the Client, failure to provide documents or the provision of incomplete documents for AML Verification, but there are no known facts or suspicions of illegal activity and/or money laundering, the Company will enforce a temporary suspension to the Client’s use of the Account and notify the Client about the suspension.

15.2.2. The Account will be suspended until there are no reasonable grounds to suspend the Account.

15.2.3. If the deficiencies are not rectified within the period notified by the Company, the Company may terminate these Terms of Service in accordance with Clause 16.4 or, where Clause 5.8 applies, with immediate effect. The Company returns the remaining Funds to an account held in the Client’s own name with a payment service provider without undue delay after receiving the account details, after verifying, to the extent required by the AML Act, the Client’s identity and that the account belongs to the Client. This does not apply where the law requires the Company not to make the return, including under Clause 15.3 or 15.4.

15.2.4. The Client is responsible for the accuracy of the bank account details they provide to the Company and for the possibility of accepting the required type of currency. The Company is not responsible for the actions or inactions of the recipient’s payment service provider and/or status of the account mentioned in the details given to the Company.

15.3. Sanctions. Where Clause 15.1(g) applies, the Company freezes the Funds concerned and does not execute any Transaction or withdrawal involving them for as long as the Sanctions require. The Company notifies the competent authorities as required by law and acts on their decisions. Clause 10.1.6 applies to Fees during the freeze.

15.4. Suspicion of money laundering or terrorist financing. Where the Company has reasonable grounds to suspect money laundering or terrorist financing, it may suspend the Account or individual Transactions, reports to the Financial Intelligence Unit as required by the AML Act, and acts in accordance with any order of the Financial Intelligence Unit, including an order to suspend a Transaction. The suspension is lifted when the grounds for it no longer exist and the law and any such order permit.

15.5. The Company may refrain from disclosing the reasons for a measure under Clause 15.3 or 15.4 where disclosure is prohibited by law.

15.6. The Company may change the Service provided to specific Clients, or discontinue part of the Service, in accordance with Section 14, and may discontinue the Service as a whole by terminating these Terms of Service in accordance with Clause 16.4, except where Clause 5.8 permits immediate action without notice. Subject to mandatory law, the Company does not bear responsibility for any direct or indirect consequences of such actions taken in accordance with this Clause.

16. Term and Termination

16.1. These Terms of Service are concluded for an indefinite period. They apply from the time they become binding under the introductory provisions, and Section 3 from the time set out in Clause 3.1, until they are terminated in accordance with this Section 16.

16.2. Right of Withdrawal for Distance Contracts

16.2.1. Where the Client is a consumer and has entered into these Terms of Service at a distance (that is, without the simultaneous physical presence of the Company and the Client), the Client may withdraw from these Terms of Service, without giving any reason and without penalty, within 14 calendar days from the day on which the Account is activated or, if later, the day on which the Client receives these Terms of Service on a durable medium. The Client may also withdraw before the Account is activated.

16.2.2. The Client may withdraw by using the withdrawal function in the Client Platform, which the Company keeps clearly labelled, prominently displayed and easily accessible throughout the withdrawal period, or by notifying the Company on a durable medium, for example by email to support@paysaxas.com. When the Client uses the withdrawal function, it confirms the withdrawal statement before it is sent. The withdrawal is made in time if the Client sends it before the withdrawal period ends. The Company confirms receipt of the withdrawal on a durable medium without undue delay, stating its content and the date and time of its submission.

16.2.3. Following a valid withdrawal, the Company closes the Account and returns any remaining Funds to the Client without undue delay.

16.2.4. If, at the Client’s request, the Company began providing services before the end of the withdrawal period, the Client pays only for the services actually provided up to the withdrawal, as set out in the Service Price List: the Fees for individual services performed (such as Transaction Fees), the part of any periodic Fee that corresponds to the period up to the withdrawal, and the Review Fee in proportion to the AML Verification carried out. By submitting the application and paying the Onboarding Fee, the Client requests the Company to begin the AML Verification before the end of the withdrawal period. Any other amount paid, including the Account Setup Fee, is refunded within 14 days after the Company receives the withdrawal.

16.2.5. This right of withdrawal is provided under the Finnish legislation implementing Directive (EU) 2023/2673 on financial services contracts concluded at a distance. It is separate from the Client’s right to terminate these Terms of Service at any time under Clause 16.3, which continues to apply after the withdrawal period.

16.3. The Client may terminate these Terms of Service, or close an individual Account, at any time by written notice to the Company; the termination or closure takes effect as set out in Clause 10.2.2.

16.3.1. Where the Client is a consumer within the meaning of Art. 4(20) of Directive (EU) 2015/2366, which for the purposes of this Clause includes every Client under the Individual tariff, and every Client under the Sole Proprietor tariff for whom the Company does not hold documented confirmation obtained at onboarding that the Client entered into these Terms of Service primarily for purposes related to the Client's trade, business, or profession, termination of the Account shall be free of charge in all circumstances, pursuant to § 36 of the Act on Payment Services of Finland (290/2010).

16.3.2. Where the Client is not a consumer within the meaning of Clause 16.3.1, the Company may charge a fee for termination of the Account (the "Account Closure Fee") only where, and to the extent that, Clause 10.1.5 applies, in accordance with § 7(2) of the Act on Payment Services of Finland, provided that no Account Closure Fee shall be charged where the Account is terminated by the Company or for cause, including under Clause 5.8 or Section 15. The Account Closure Fee is a fee for termination of the Account and not a fee for redemption of electronic money: it is the same whatever the balance of the Account, and it does not affect the Client's right to have the remaining Funds redeemed free of charge under Clause 6.11. The Account Closure Fee is charged once, on the termination of these Terms of Service, whatever the number of Accounts.

16.3.3. Where the Client terminates, the outstanding Fees, including any Account Closure Fee under Clause 16.3.2, fall due on the date the termination takes effect. On that date the Company debits the outstanding Fees other than the Account Closure Fee from the Account in accordance with Clause 10.3.3 and invoices the Account Closure Fee. Any Funds remaining on that date after those Fees have been debited are paid, free of charge, to an account held in the Client’s name with another payment service provider designated by the Client, in accordance with Clauses 6.11 and 16.3.5.

16.3.4. Where the Company terminates, the Company deducts outstanding Fees in accordance with Clause 10.3.3 and asks the Client to transfer the remaining Funds, or to provide details of an account held in the Client’s name, within the notice period or, in the case of immediate termination, within thirty (30) days. If the Client does not do so, the Company may return the remaining Funds to an account in the Client’s name from which the Client previously transferred Funds to the Account; if that is not possible, the Company continues to hold them as electronic money, safeguarded in accordance with the Act on Payment Institutions (297/2010), until the Client claims them.

16.3.5. The Client’s right to redeem the remaining Funds continues after the Account is closed, in accordance with Clause 6.11 and applicable law, subject to Section 15.

16.4. The Company has the right to terminate these Terms of Service or close an Account by giving the Client at least two (2) months’ written notice, together with an explanation of the reasons for termination sufficient for the Client to understand them, except where Clause 5.8 permits immediate termination without notice.

16.5. Dormant Accounts

16.5.1. An Account becomes dormant if, for twelve (12) consecutive months, the Client has not initiated any payment transaction and has not logged in to the Account.

16.5.2. The Company charges no fee for a dormant Account.

16.5.3. When an Account becomes dormant, the Company notifies the Client and invites the Client to use the Account or withdraw the Funds. If the Client does not respond, the Company sends a second notice. If the Client does not respond to the second notice, the Company may terminate these Terms of Service in accordance with Clause 16.4.

16.5.4. The remaining Funds are handled in accordance with Clauses 16.3.4–16.3.5. The Client may redeem them free of charge in accordance with Clause 6.11.

16.6. The Client shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under these ToS, in whole or in part, without the prior written consent of the Company. Any attempted assignment or transfer by the Client without such consent shall be null and void.

16.7. The Company may assign or transfer its rights and obligations under these ToS, in whole or in part, to a PaySaxas Affiliate or to a successor to its business in connection with a merger, acquisition, corporate reorganisation or sale of assets, provided that the assignee is authorised to provide the Service. The Company will notify the Client at least two (2) months in advance, and the Client may terminate these Terms of Service free of charge before the transfer takes effect.

16.8. These ToS shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

17. Governing Law, Complaints and Disputes

17.1. These Terms of Service shall be governed by the laws of Finland without regard to its principles and rules on conflict of law, without prejudice to any mandatory protections available to the Client as a consumer under the law of their country of habitual residence.

17.2. If the Client has complaints against the Company about the Service and/or other activities, the Client should file a complaint to the Company. Complaints are filed and answered in English, and the Client agrees to the complaint process being conducted via e-mail.

17.3. In the event that the Client has a complaint regarding the Service or their experience, the following process will be followed:

1. The Client should submit their complaint in writing to the Company at complaints@paysaxas.com.
2. The Company will strive to resolve the complaint and provide a final response to the Client within fifteen (15) Business Days after receiving the complaint. In the event where the Company is unable to provide a final response within this timeframe to the Client due to reasons that are exceptional and outside the Company’s influence, the Company will provide a temporary reply to the Client explaining the reason of delay and the date by which the final response will be provided. The final response will be given to the Client no later than thirty-five (35) Business Days after receiving the complaint.
3. If the complaint remains unresolved, the Client has the option to pursue any applicable legal remedies as described in this Section 17.

17.4. If the Client is not satisfied with the Company’s final response:

(a) a Client that is a consumer may refer the dispute to the Finnish Consumer Disputes Board (Kuluttajariitalautakunta) in accordance with Clause 17.7;

(b) any Client may report a suspected breach of payment services legislation by the Company to the FIN-FSA, whose contact details are set out in the Definitions; the FIN-FSA supervises the Company but does not resolve individual disputes between the Company and its clients; and

(c) any Client may bring the dispute before a court in accordance with Clause 17.6.

17.5. By using the Service, the Client agrees to cooperate in good faith throughout the complaint resolution process. The Company is committed to addressing the Client concerns in a fair and timely manner.

17.6. In the event that the Company and the Client have a dispute which cannot first be amicably resolved through good faith negotiations, the Client may use judicial protection. Any disputes arising from or related to these Terms of Service, the relationship between the Client and the Company, or any associated matters (whether contractual or otherwise), shall be resolved in the first instance in the Helsinki District Court without prejudice to any mandatory protections available to the Client as a consumer under the law of their country of habitual residence, including their right to bring proceedings before the courts of that country.

17.7. However, if the Client is a consumer, the Client may have the right to seek recourse to the dispute at the Finnish Consumer Disputes Board (the Consumer Disputes Board, P.O. Box 306, FI-00531 Helsinki, Finland; www.kuluttajariita.fi). Before seeking recourse to the dispute at the Consumer Disputes Board, the Client should be in contact with the Finnish Competition and Consumer Authority’s Consumer Advisory Services.

17.8. If and to the extent that any provision of these Terms of Service is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in these Terms of Service but without invalidating any of the remaining provisions of these Terms of Service.