Terms of Service

1. Definitions

• "Account" means the client account we open for you following onboarding and verification.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in the jurisdiction in which we operate.
• "Digital Assets" means cryptographic assets, including stablecoins such as USDT, that may be held, converted or transferred through the platform.
• "Ledger" means the record of entries that evidences your balance and the transactions and charges on your account.
• "Receiving Account" means the dedicated bank account details we allocate to you for the purposes of funding.
• "Services" means the account, funding, conversion, withdrawal and card services described in these Terms.
• "Transaction" means any credit, debit, conversion, transfer or fee posted to your Ledger.

2. Eligibility and account opening

Accounts are opened on an invitation basis. We do not offer public self-registration. An account manager assesses your requirements and, where we are able to proceed, creates the account and issues credentials.

You must complete our onboarding and verification requirements before an account is activated. We may decline an application, or place conditions on an account, at our discretion and without being obliged to give reasons where doing so would be unlawful or would compromise our controls.

You represent that you have the legal capacity and authority to enter into these Terms, and that any entity on whose behalf you act is duly organised and in good standing.

3. Account security

You are responsible for maintaining the confidentiality of your credentials and for all activity conducted through your account. You must keep the email address on your account current, because it is the address we use to confirm a sign-in from an unfamiliar device and to send account notices. If you add an authenticator app, you must keep it available.

• Notify us immediately if you believe your credentials have been compromised or an unauthorised instruction has been given.
• We may suspend access where we reasonably suspect compromise, and may require you to re-complete verification before access is restored.
• We will never ask you for your password, your authentication codes, or the private keys to any wallet. Do not disclose them to anyone, including anyone claiming to act for us.

4. Services

5. Instructions and authority

We act on instructions received through your client portal or from an authenticated contact on your account. You are responsible for ensuring that instructions are complete and accurate, and for the consequences of any instruction we act on in good faith.

We may, but are not obliged to, seek confirmation of an instruction by any reasonable means. We may decline or delay an instruction where we consider it necessary to do so for legal, regulatory or risk reasons.

6. Fees, charges and taxes

Our fees are published on our pricing page and are shown before you confirm a transaction. We do not apply a spread to the underlying reference rate unless we have disclosed a specific rate for the transaction.

Network costs are passed through at cost and are not marked up. Where a charge depends on your individual relationship, it is quoted and agreed in writing before it is applied.

You are responsible for any tax arising in connection with your use of the services, and for determining your own tax position.

7. Compliance and verification

We are required to identify our clients, understand the nature of their activity, and monitor transactions for consistency with that understanding. You agree to provide accurate, current and complete information, and to update it promptly when it changes.

• We may request identity, business, ownership and source-of-funds documentation at onboarding and at any time thereafter.
• We may request additional information about a specific transaction or about your activity generally.
• We may delay, suspend, decline or reverse a transaction, or restrict or close an account, where our review cannot be completed satisfactorily.
• We are not able to disclose the detail of internal monitoring or of any report we make to a competent authority.

8. Prohibited activities

You must not use the services, directly or indirectly, in connection with:

• any unlawful purpose, or any breach of applicable sanctions, export controls or anti-money laundering laws;
• terrorist financing, proliferation financing, fraud, or the proceeds of crime;
• transactions involving persons or entities subject to sanctions, or located in comprehensively sanctioned jurisdictions;
• misrepresentation of your identity, your business, or the origin or destination of funds;
• use of the services on behalf of an undisclosed third party, except as permitted by our onboarding;
• interference with, or attempted unauthorised access to, the platform or another client’s account;
• any activity we notify you is not supported by the platform.

9. Restriction, suspension and closure

We may restrict, suspend or close your account where we are required to do so by law or a competent authority, where we reasonably consider it necessary for the protection of the platform or of third parties, or where these Terms have been breached.

Where we close an account, we will notify you and, subject to applicable law and to the completion of any outstanding review, return any funds then held to the original source of funds through the original payment channel. We may retain records and hold amounts where we are required to do so.

10. Digital asset risk

Digital assets are not legal tender and are not covered by any government deposit guarantee or compensation scheme. Their value can fall as well as rise.

• Stablecoins are designed to maintain a stable value but are not guaranteed to do so, and remain subject to the risk of the issuer.
• On-chain transfers are irreversible and may be affected by network congestion, energy costs or protocol change.
• Public blockchain records are permanent and publicly visible.

11. Liability

We will exercise reasonable skill and care in providing the services. To the extent permitted by applicable law, we are not liable for loss arising from: your failure to keep credentials secure; your entry of an incorrect destination address or incorrect instruction; the acts or omissions of your bank, a correspondent bank, a network, or a wallet provider; network outages or delays outside our reasonable control; or any indirect, special or consequential loss.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud.

12. Indemnity

You agree to indemnify us against losses, claims, liabilities and reasonable costs arising from your breach of these Terms, your misuse of the services, or any claim brought by a third party in connection with your use of the services.

13. Events outside our control

We are not in breach of these Terms, and are not liable, where we are unable to perform because of an event outside our reasonable control, including acts of government, regulatory intervention, failure of banking or payment infrastructure, blockchain congestion or failure, cyber-attack, or interruption to power or communications.

14. Intellectual property and confidentiality

All rights in the platform, its software and its branding remain ours or our licensors’. These Terms grant you no rights in them beyond the right to use the services.

Each party will keep confidential the other’s non-public information, and disclose it only where required by law, by a competent authority, or to professional advisers under a duty of confidence.

15. Amendments and notices

We may amend these Terms, including the fee schedule, to reflect changes in law, regulation, the services, or the costs of providing them. Material changes will be notified to you before they take effect. Continued use of the services after the effective date constitutes acceptance.

Notices to you may be given through the client portal or by email to the address recorded on your account. You agree to keep that address current. Notices to us should be sent to the compliance address below.

16. Governing law and disputes

These Terms are governed by the laws of the jurisdiction in which the entity contracting with you is established, and the courts of that jurisdiction have exclusive jurisdiction, save that we may bring proceedings in any jurisdiction where necessary to protect our rights.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussion, escalating to senior representatives of each party.

17. General

• If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• A failure to enforce a provision is not a waiver of it.
• You may not assign your rights under these Terms without our written consent. We may assign ours to an affiliate or to a successor in connection with a reorganisation.
• These Terms, together with the policies and fee schedule referred to in them, constitute the entire agreement between us on their subject matter.

18. Contact

Questions about these Terms, or requests for supporting documentation about our entity, should be sent to compliance@mikupay.com. General support is available at support@mikupay.com.