Terms & Conditions

Connectro Payments Limited Terms of Service

Overview and Scope

1. This Agreement
   1. This document constitutes a legally binding agreement between you referred to as the "Customer" or "you" as applicable, and Connectro Payments Limited (hereinafter referred as “CONNECTRO”). The purpose of this agreement is to establish the terms and conditions that govern the provision of our Services, collectively referred to as the "Agreement." Connectro Payments Limited and the Customer are hereinafter jointly referred to as the Parties and individually as a Party. The Customer accepts the Agreement by clicking to “Accept”, “Agree“ or similar, where this option is made available to the Customer by us on the website: https://connectro.io/ (the “Website”). Clicking to Accept, Agree or similar to the Agreement represents an advanced digital signature made by the Customer and therefore the electronic document of the Agreement is deemed as duly signed by the Customer.
   2. Connectro Payments Limited is a company incorporated under the laws of Canada with company number BC1459706 (MSB number C100000070) and it’s registered address OFFICE 8432, 408-55 WATER STREET, VANCOUVER BC V6B 1A1, CANADA (hereinafter “CONNECTRO”, “we”, “us”, or “our” as applicable).
   3. The definitions of capitalized terms are below in Section 2 “Definitions and interpretations” or defined in parenthesis within this Agreement or the Additional Documents.
   4. In case of any discrepancies between this Agreement and the Additional Documents or information we provide on our Website, what is stated in this Agreement shall prevail, unless provided otherwise.
   5. In order to receive some of our Services, you may be asked to agree to additional terms and conditions which we will notify you about before you use that service.
   6. CONNECTRO reserves the right to periodically modify this Agreement. The updated version of the Agreement will become effective upon its publication on our Website or on the date communicated to the Customer. The Customer agrees to consistently check and monitor CONNECTRO's Website and Portal to stay informed about any alterations to the Agreement and the Services.
   7. CONNECTRO makes its Services available only in those jurisdictions where such Services may lawfully be offered. The availability of any Service, payment method, account feature or currency may vary depending on jurisdiction and applicable legal and regulatory requirements.
2. Definitions and interpretations

   In the present Agreement, the following terms shall have the following meanings, unless the context otherwise requires, and may be used in the singular or plural as appropriate:

   2.1. Account means the Customer’s account opened with CONNECTRO.

   2.2. Business day means any day, except Saturday and Sunday, bank holidays in Canada, as well as CONNECTRO’ non-business days previously announced to the Customer.

   2.3. Intellectual Property means (i) rights in, and in relation to, any trademarks, logos, patents, registered designs, design rights, copyright and related rights, moral rights, databases, domain names, utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.

   2.4. Login Authorization Data shall include all information that is provided to the Customer for authenticating and for login into the Account, such as unique account number, password, login code and any verification messages.

   2.5. Services shall mean any services, products, content features, technologies or functions offered by CONNECTRO from time to time (subject to availability and applicable legal and regulatory requirements in the relevant jurisdictions), and all related websites, applications and service models, including without limitation, the Account.

3. Description of the CONNECTRO Services.
   1. CONNECTRO provides payment account and money transfer services to eligible corporate and individual Customers who have successfully completed CONNECTRO's onboarding, verification and compliance checks.
   2. Subject to this Agreement, applicable laws, regulatory requirements, payment network rules, partner requirements and service availability, CONNECTRO may provide the following Services:
      • a) opening and maintaining Accounts for corporate and individual Customers;
      • b) receiving and sending domestic and international payments from and to the Customer's Account, including payments through SWIFT and, where available, SEPA, TARGET2, BACS, CHAPS, Faster Payments Service and other supported payment methods;
      • c) internal transfers between Accounts held by CONNECTRO Customers;
      • d) currency exchange where required for sending or receiving payments in supported currencies;
      • e) fiat-to-crypto (on-ramp) and crypto-to-fiat (off-ramp) services, where available;
   3. Funds received for the Customer will be credited to the Customer's Account once they have been received, identified and allocated in accordance with CONNECTRO's operational and compliance procedures.
   4. Outgoing payments will be processed only after CONNECTRO receives valid payment instructions from the Customer and subject to the Customer having sufficient available funds in the Account. Payments may also be subject to limits, screening, compliance review, payment network rules, partner requirements and applicable laws.
   5. CONNECTRO may add, remove, suspend, restrict or change any Service, currency, payment method or payment route where required or appropriate due to legal, regulatory, compliance, operational, partner or risk-related reasons.
   6. Fiat-to-Crypto (On-Ramp) and Crypto-to-Fiat (Off-Ramp) Services. Where these Services are made available, Customers may submit instructions for fiat-to-crypto (on ramp) and crypto-to-fiat (off-ramp) transactions through the communication channels designated by CONNECTRO. Such instructions shall be considered final and irrevocable once accepted by CONNECTRO and may not be cancelled, amended or withdrawn unless otherwise agreed by CONNECTRO or required by applicable law.
   7. CONNECTRO may require the Customer to provide supporting information or documentation before or after processing a transaction in order to comply with its legal, regulatory and compliance obligations. CONNECTRO may refuse, delay or cancel any transaction where the requested information or documentation is not provided or where CONNECTRO determines that the transaction cannot be processed in accordance with applicable laws, regulatory requirements or its internal policies.
   8. Unless expressly agreed otherwise by CONNECTRO, on-ramp and off-ramp services may only be used for the Customer's own transactions and not on behalf of third parties. The availability of these Services may vary depending on the Customer's jurisdiction, applicable laws, regulatory requirements and CONNECTRO's operational capabilities.
4. Requirements
   1. To use the Services, the Customer must be either:
      • a) a Business Customer – a corporation, limited liability company, partnership (including a limited liability partnership or limited partnership), sole proprietorship or other legal entity or organisation that is validly established and existing under the laws of its jurisdiction of incorporation, formation or registration and is eligible to use the Services; or
      • b) an Individual Customer – a natural person who is at least 18 years of age, has full legal capacity to enter into this Agreement, has successfully completed CONNECTRO's onboarding and verification requirements, and is resident in a jurisdiction where CONNECTRO makes the Services available.
   2. The Customer must have the necessary authority to act on behalf of the Business Customer and to legally bind it to this Agreement. By opening or using an Account on behalf of a Business Customer, the Customer confirms that it has such authority and that the Business Customer agrees to be bound by this Agreement. CONNECTRO may, at any time, require the Customer to provide evidence of such authority. If the Customer fails to provide evidence satisfactory to CONNECTRO, CONNECTRO may refuse to provide the Services, suspend or close the Account, or restrict access to the Services.
   3. CONNECTRO reserves the right, at its sole discretion, to decide whether to accept a Customer and provide the Services. CONNECTRO may determine the information and documentation required for onboarding, verification and ongoing due diligence, and may decide whether the Customer is eligible to use the Services and under what conditions.
   4. The Customer hereby consents to supplying any information as requested by CONNECTRO. In accordance with legal obligations, CONNECTRO is obligated to conduct specific security, verification, and due diligence and risk assessments on the Customer, a prerequisite for delivering Services to the Customer and facilitating the establishment and upkeep of an Account. The Customer commits to adhering to any requests from CONNECTRO for additional information and furnishing such information in a manner deemed acceptable by us.
   5. Information must be accurate. All information the Customer provides to CONNECTRO must be complete, accurate and truthful at all times. The Customer must notify CONNECTRO in case of any changes in circumstances or facts to any information or documents provided. CONNECTRO cannot be responsible for any loss arising out of the Customer’s failure to do so. CONNECTRO may ask the Customer at any time to confirm the accuracy of the Customer’s information or provide additional supporting documents.
   6. Information from other sources. The Customer expressly authorised CONNECTRO to obtain Customer’s information from other companies or affiliates directly or indirectly owned, acquired or controlled by CONNECTRO, where the Customer might hold an account or have any other relationships. In addition, the Customer agrees that CONNECTRO may make, directly or through any third party, any inquiries CONNECTRO considers necessary to validate the information the Customer provided to CONNECTRO, including checking commercial databases or credit reports. The Customer authorises CONNECTRO to obtain one or more of its credit reports, from time to time, to establish, update, or renew the Customer’s Account with CONNECTRO or in the event of a dispute relating to this Agreement or the Services. The Customer agrees we may disclose certain information about your business to a credit reporting agency to obtain a credit report for these purposes.
   7. CONNECTRO maintains the prerogative to take various actions, which include but are not limited to, independently terminating this Agreement or temporarily suspending or completely discontinuing the provision of Services to the Customer. This encompasses the option to promptly suspend or deactivate the Customer's Account should CONNECTRO encounter difficulties in acquiring or validating the Customer's information.
5. Jurisdictional Restrictions
   1. CONNECTRO does not actively offer, market, promote, advertise, solicit, recommend, invite or otherwise direct the Services to any person established, resident, incorporated, registered or located in the European Union or the European Economic Area.
   2. The Website, this Agreement, the Additional Documents, the Services and any related materials or communications are not directed at, and are not intended to constitute, an offer, solicitation, promotion, advertisement, recommendation or invitation to any person established, resident, incorporated, registered or located in the European Union or the European Economic Area, or in any other jurisdiction where such activity would be unlawful or would require CONNECTRO to obtain a licence, authorisation, registration, approval or other regulatory permission that it does not hold.
   3. CONNECTRO may, at any time and in its sole discretion, refuse onboarding, reject any request, restrict access, suspend or terminate an Account, decline or cancel any transaction, or discontinue the provision of any Service where CONNECTRO determines or reasonably suspects that:
      • (a) the Customer was directly or indirectly solicited, marketed to, promoted to, referred, introduced or otherwise targeted by CONNECTRO or by any person acting on behalf of, in cooperation with, or in the interest of CONNECTRO; or
      • (b) providing the requested Service would be inconsistent with applicable law, regulatory requirements or CONNECTRO's internal policies.
   4. CONNECTRO may, from time to time, temporarily restrict or suspend access to the Website or the Services to perform maintenance, repairs, upgrades, security measures, or to introduce new features or services. CONNECTRO will use reasonable efforts to minimise any disruption where reasonably practicable.
6. Additional Customer warranties
   1. Customer warrants and represents that:
      • For business Customers: The Customer is a validly organised and validly existing legal entity in good standing under the laws where the Customer’s principal office is located and shall inform us immediately should this change;
      • it is not using the Services for Prohibited Activities or receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Customer is not sending or receiving funds to or from an illegal source.
7. Communications between the Customer and CONNECTRO
   1. How to contact us. The Customer can contact us by following means: email: hi@connectro.com
   2. The Customer agrees that CONNECTRO may provide notice or other information to the Customer by:
      • 7.2.1. posting it on CONNECTRO’s Website, including posting information only accessible by the Customer by logging into the Customer’s Account;
      • 7.2.2. emailing it to the email address registered with the Account;
      • 7.2.3. sending an SMS message.
   3. The Customer must have internet access, an email account and active mobile number to receive communications and information relating to the Services. Above mentioned access is completely under the Customer's responsibility.
   4. Notice shall be considered to be received by the Customer within 24 (twenty-four) hours of the time it is posted to the CONNECTRO website, emailed or sent by SMS to the Customer.
   5. Notices to CONNECTRO made in connection with this Agreement must be delivered to CONNECTRO’s by email to: hi@connectro.com.
   6. Sections 7.1 to 7.5 do not apply to notices given in legal proceedings, arbitration, or other dispute resolution proceedings.
   7. The Customer may opt out of receiving some required disclosures through electronic communication by changing the settings in their Account.
   8. Language. English shall be the language used for this Agreement and further communication between the Customer and CONNECTRO.
   9. CONNECTRO may record, retain and maintain records of discussions, communications and interactions with the Customer, including emails, telephone calls, meetings and communications exchanged during the onboarding process or through the Website or Portal. Such records may be used as evidence in connection with the provision of the Services, the resolution of disputes, or to comply with applicable laws, regulatory requirements or requests from competent authorities. CONNECTRO is not obliged to retain such records for any particular period or to make them available to the Customer, except where required by applicable law.
8. Information about your Account
   1. Once CONNECTRO has approved the Customer's application and opened an Account, the Customer may use the Services through the Account. The Account shall be used only by the Customer or the Customer's authorised representative and only for the activities and purposes declared during the onboarding process. If those activities or purposes change, the Customer shall promptly notify CONNECTRO.
   2. The Account allows the Customer to hold, spend, send and receive funds and convert into different currencies in the process of sending or receiving funds.
   3. The Customer acknowledges that:
      • CONNECTRO is not a credit institution (bank) and that the Customer’s Account is not a bank account;
      • CONNECTRO does not act as trustee, fiduciary or escrow holder in respect of the funds held in the the Customer Account;
      • Funds held within CONNECTRO will not earn any interest and CONNECTRO does not pay interest on any balances in the Customer’s Account; and,
      • The Customer’s funds held with CONNECTRO are not insured by any deposit protection scheme.
   4. Protection of Customer Funds. CONNECTRO maintains appropriate arrangements for the protection of Customer funds in accordance with applicable laws, regulatory requirements and its internal policies. Customer funds are held separately from CONNECTRO's own operational funds in accounts maintained with licensed financial institutions or banking partners. CONNECTRO maintains internal controls and operational procedures designed to ensure that Customer funds are appropriately identified, accounted for and protected.
9. Using the Account

   Login

   1. The Customer shall access their Account and perform any transaction by entering the Login Authorization Data provided by CONNECTRO. In case of any problems with login authorization, the Customer shall request technical assistance by contacting CONNECTRO.
   2. Transacting in your Account. Anyone accessing the Account by entering Login Authorization Data shall be deemed to be the Customer, and all transactions or activities under the Account shall be deemed as transactions and activities carried out by the Customer, without further clarification from CONNECTRO. CONNECTRO remains free to request additional identification elements at any time to verify the Customer’s identity.
   3. The number of CONNECTRO Payment Methods made available to the Customer for adding, withdrawing or transferring funds to or from the Account, will depend on many factors, including the Customer’s residence. CONNECTRO does not guarantee the availability of any particular CONNECTRO Payment Method, and we may change or stop offering a CONNECTRO Payment Method at any time without notice to the Customer.
   4. The Customer understands, acknowledges and accepts that, due to cross-border payments regulations in different regions and settlements, a FX difference between the processed amounts and settled amounts may occur, even if the transaction currency and Account currency are the same.
10. Staying Safe while using our Services
    1. We recommend using the Services to send funds to trusted and verified businesses and third parties that are known to the Customer or that the Customer has already done business with. The Customer should not use the Service to send funds to strangers.
    2. The Customer must:
       1. Take all the measures necessary to keep the Login Authorization Data secret and fully confidential and protect it against misuse.
       2. Immediately inform CONNECTRO when the Customer suspects their Login Authorization Data or Account was compromised or obtained by a third party either by sending an email to CONNECTRO, contacting CONNECTRO by phone or writing on our chat in the Website.
       3. Check the Account regularly. CONNECTRO relies on the Customer to regularly check the transactions history of the Account and to contact CONNECTRO immediately in case the Customer has any questions or concerns.
       4. Keep the Customer’s email account secure. Let CONNECTRO know immediately if the Customer’s email account becomes compromised.
       5. Update your device’s browser to the latest version available.
       6. Maintain your device’s operating systems with regular security updates provided by the operating system provider.
       7. Make sure every time the Customer enters the Login Authorization Data that it is only ever on our official Website. Emails and SMS messages sent by fraudsters may lead to fake login portals that could phish the Login Authorization Data. Similarly, criminals can place malicious adverts on search engines that lead to fake websites of trusted businesses, including CONNECTRO.
       8. In case a fraud incident or any other incident that affects the Customer, is detected by the Company (either by the Company employees or by the System alerts established), the Company will notify the Customer as soon as possible in accordance with Company’s incident notification procedure. For such notification the Company will use the email address the Customer used to create an Account with the Company.
    3. The Customer must not:
       1. Disclose the Login Authorization Data.
       2. Let any third party access the Account or watch the Customer access it, including letting someone else take remote control of the Customer’s device(s).
       3. Do anything which may in any way avoid or compromise the 2-step authentication process.
    4. Additional Services the Customer uses may have additional security requirements, and the Customer must familiarize themselves with those.
    5. The Customer is responsible for configuring the Customer’s information technology, computer programmes and platform in order to access our Services. We cannot guarantee that our Services will be free from bugs or viruses.
11. Negative balance
    1. The Customer promises to always have a zero or positive balance in their Account and to repay CONNECTRO if the balance is negative, including deduction of fees, any other reason described in this Agreement.
    2. Any negative balance on the Customer’s account represents an amount owed by the Customer to CONNECTRO that must be repaid immediately without any notice from us. Failure by Customer to re-pay the negative balance is a breach of this Agreement. CONNECTRO may require and collect payment from the Customer to cover an outstanding negative balance of the Account at any time, send reminders or take other debt collection measures, including, but not limited to, mandating a debt collection agency or solicitors or pursuing a court claim. CONNECTRO may also charge the Customer any costs that CONNECT
12. Closing the Account
    1. The Customer may stop using the Services and request the closure of the Account at any time by notifying CONNECTRO. Upon receipt of such request, CONNECTRO will process the closure request as soon as reasonably practicable, subject to the withdrawal or return of any remaining funds, the completion of any pending transactions, and CONNECTRO's legal and regulatory obligations.
    2. Before the Account is closed, the Customer should withdraw any remaining funds. If funds remain in the Account after a closure request has been submitted, CONNECTRO may return the remaining balance in accordance with the Customer's instructions, subject to applicable laws, regulatory requirements and CONNECTRO's compliance procedures
    3. The Customer is responsible for the Account after closure. The Customer agrees that it will continue to be responsible for all obligations related to the Account and the use of our Services, even after it is closed or the Customer has stopped using our Services.
    4. CONNECTRO may terminate this Agreement, close the Customer's Account or discontinue any Service at any time by providing notice to the Customer, where practicable. In certain circumstances, including where required by applicable law, regulatory requirements, internal risk policies or compliance considerations, CONNECTRO may suspend or terminate the Account or access to the Services immediately and without prior notice. See "Restricted Activities" in Section 14 below.

Customer Obligations

13. Fees
    1. Customer shall pay to CONNECTRO all applicable fees specified in the Pricing Page for the Services. Our fees do not include any fees that the Customer’s financial institution, the recipient’s financial institution or other third parties may separately charge.
    2. The Customer must acknowledge the fees prior to instructing CONNECTRO to provide any Services. The Pricing Page contains all applicable interest rates, commissions and fees for Services provided by CONNECTRO.
    3. The Customer authorizes CONNECTRO to deduct from the Account at any time any fees due by the Customer, any applicable reversed, or any other amounts the Customer owes CONNECTRO.
    4. Change to the fees. The fees applicable to the Customer may be subject to change as set out in Section 17 “Changes to this Agreement”.
    5. Taxes. The Customer is responsible for any taxes which may be due as a result of using the Services, and it is the Customer’s responsibility to collect, report and pay any such taxes to the appropriate authorities.
14. Restricted activities
    1. The Customer must not misuse our systems by:
       1. doing or attempting to tamper, hack, modify or otherwise corrupt the security or functionality of CONNECTRO Portal;
       2. Introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful;
       3. Taking any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or attacking our Website with any type of denial-of-service attack;
       4. Using an anonymizing proxy, robot, spider, other automatic devices, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers; or
       5. Interfering or disrupting or attempting to interfere or to gain unauthorized access to our Website, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, any of the Services or other users’ use of any of the Services.
    2. The Customer must not misuse our Services by:
       • Breaching this Agreement;
       • Violating any law, statute or regulation (for example, those governing financial services, money laundering, fraud, criminal activity, consumer protections, unfair competition, anti-discrimination or false advertising);
       • Infringing CONNECTRO or any third party’s Intellectual Property;
       • Selling counterfeit goods;
       • Acting in a manner that is defamatory, libelous, threatening or harassing;
       • Providing false, inaccurate or misleading information or sending documents that CONNECTRO reasonably believes to be fraudulent;
       • Failure to cooperate in an investigation or provide information as requested by CONNECTRO, including to confirm Customer’s or Customer representative’s or beneficial owner’s identity;
       • Sending or receiving what we reasonably believe to be potentially fraudulently gained funds;
       • Conducting business or using CONNECTRO’s Services in a manner that results in or may result in:
         • 14.2.1.1. complaints to or about CONNECTRO;
         • 14.2.1.2. requests by third parties to invalidate payments made to the Customer;
         • 14.2.1.3. fees, fines, penalties or other liability or losses to CONNECTRO, other CONNECTRO customers, third parties or the Customer;
       • Allowing the Customer’s Account to have a negative balance;
       • Attempting to make or accept payments to or from sanctioned countries or territories;
       • Sending unsolicited emails or similar methods of mass messaging (spam);
       • Putting CONNECTRO in a position where CONNECTRO might breach applicable law or regulatory requirements including by accessing or requesting the Services from a jurisdiction where CONNECTRO is not permitted to provide such Services or where the conditions set out in Section 5 are not satisfied;
       • Taking any action that may cause CONNECTRO to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers;
       • Circumventing this Agreement or any Additional Document or CONNECTRO policy or determinations about the Customer’s Account (such as temporary or indefinite suspensions or other account holds, limitations or restrictions) including, but not limited to, engaging in the following actions: attempting to open new or additional account(s) when an account has a negative balance or has been restricted, suspended or otherwise limited;
       • Opening new or additional Accounts using information that does not belong to the Customer or using someone else’s Account without authorization;
       • Continuing to use the Account or the Services after the Customer becomes insolvent or bankrupt, or the Customer’s commercial activities are suspended or terminated; or
       • Harassing, being abusive towards or threatening our employees, agents, or other customers.
    3. The actions CONNECTRO may take if the Customer engages in any restricted activity. In case CONNECTRO suspects or has reasonable grounds to believe that the activities in Sections 14.1 and 14.2 have occurred, CONNECTRO may take several actions to protect CONNECTRO, our customers and others at any time at our sole discretion. The actions CONNECTRO may take include, but are not limited to, the following:
       • Terminating this Agreement and/or closing the Customer’s Account and terminating the Customer’s access to our Services, without notice, without penalty to CONNECTRO;
       • Suspending the Account, during which time the Account remains open but is not able to be operated or may be subject to restrictions until we remove the suspension;
       • Limiting the Customer’s access to our Website or CONNECTRO’s Portal (including any networks and servers used to provide any of the Services) operated by us or on our behalf, the Customer’s Account or any of the Services, including limiting the Customer’s ability to send funds with any of the CONNECTRO Payment Methods available to the Customer’s Account, or restricting the Customer’s ability to send or receive funds or make withdrawals;
       • Reporting suspected breach of law, regulation, or criminal statute to the relevant law enforcement authorities or cooperating with those authorities, including by disclosing information about the Customer and the Customer’s activities to them;
       • Deduct all the losses and costs resulting from Customer’s performing restricted activities;
       • Holding or freezing the balance in the Customer’s Account if reasonably needed to protect against the risk of liability or for regulatory or legal reasons;
       • Updating inaccurate information provided by the Customer; or
       • Taking legal action against the Customer, including seeking damages and reimbursement for losses and fees.
    4. CONNECTRO may also suspend the Customer’s Account or access to the Services or restrict its functionality if CONNECTRO has reasonable concerns about:
       • The security of the Customer’s Account (e.g. CONNECTRO suspect that any of the login details of the Customer’s Account has been compromised);
       • The credit or fraud risk to CONNECTRO posed by the Customer’s Account or activities;
       • Suspected violations of this Agreement and Additional Documents.
    5. Unless informing Customer would compromise reasonable security measures or otherwise be unlawful, CONNECTRO will, where practicable, notify Customer in advance or immediately afterwards of the closing, suspension or restriction of Customer’s Account or its functionality or Customer’s use of the Services. If the reason for the suspension of Customer’s account can be reasonably cured or remedied, CONNECTRO will notify Customer of action to be taken to eliminate the reason and to restore the functionality of Customer’s account.
    6. Court orders. If CONNECTRO is notified of a court order or other legal process (including garnishment or any equivalent process) affecting the Customer, or if CONNECTRO otherwise believes is required to do so in order to comply with court order, applicable law or regulatory requirements, CONNECTRO may be required to take certain actions, including holding payments to/from the Customer’s Account, placing a reserve or limitation on the Account, or seizing the Customer’s funds. CONNECTRO will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will attempt to notify the Customer of these actions using the contact information that the Customer has provided to us. We do not have an obligation to contest or appeal any court order or legal process involving the Customer, the Customer’s Account or use of our Services. When CONNECTRO implements a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold, reserve or limitation may remain in place as long as reasonably necessary.
15. Confidentiality
    1. Neither party shall disclose to any person (unless required to do so by any applicable law or by any regulatory or supervisory authority or by any other person entitled by law to require such disclosure) any information relating to the business, transactions, finances or other matters of confidential nature of the other party which it may in the course of its duties or otherwise become aware, and each party shall use all reasonable endeavors to prevent any such disclosure.
    2. By adhering to this Agreement, the Customer authorizes CONNECTRO to disclose such information relating to the Customer as may be required by any law, rule, counterparties or regulatory authority without prior notice to the Customer.
    3. Customer further acknowledges and undertakes to maintain the confidentiality of information, including the confidentiality of technical and financial information, Customer receives while using or receiving CONNECTRO Services about other business entities, users or CONNECTRO, or CONNECTRO’s technology and Customer undertakes to use this information only in connection with CONNECTRO Services.
16. Privacy
    1. By accepting these Conditions, Customer also agrees to the CONNECTRO Privacy Policy.
    2. The Business Customer shall have its own independently determined privacy policy, notices and procedures for personal information Customer processes. In complying with the applicable data and privacy laws Customer and CONNECTRO shall each separately without limitation:
       • implement and maintain at all times all appropriate technical and organizational security measures in relation to the processing of personal information;
       • maintain a record of all activities on the processing of personal information carried out;
       • provide information as may be reasonably requested by the other party to demonstrate compliance with obligations under the applicable data and privacy laws;
       • not knowingly do anything or permit anything to be done which might lead to a breach by the other party of the data and privacy laws applicable to that party.
    3. Customer acknowledges and accepts that:
       • for quality assurance, security and fraud detection purposes, when speaking to members of CONNECTRO customer support service, Customer’s call may be monitored and/or recorded;
       • for fraud prevention and security purposes CONNECTRO keeps personal information submitted by Customer even after Customer’s account is closed if so requested by the applicable law, this Agreement or CONNECTRO Privacy Policy;
       • for identity validation and verification purposes CONNECTRO may make the following information available to other business entities and users to which Customer transfers funds or from which Customer receives funds transfers, or entities that provide software that is used by CONNECTRO for identity verification, customer risk scoring and transaction monitoring, or any other entities stipulated by law or any applicable procedure: Customer’s name, account number, legal jurisdiction, address, email address or IP address and other personal data required to complete the verification procedure.

Other Legal Terms

17. Changes to this Agreement
    1. CONNECTRO may make changes to this Agreement at any time by giving one month's notice. This notice will be provided in any of the channels described in Section 7 on “Communications between CONNECTRO and the Customer” and the Customer agrees that such notice shall be deemed a valid notification of any changes to the Customer. Such changes or amendments shall become effective on the date specified in the notice, unless the Customer terminates this Agreement immediately by closing the Account and ceasing using the Services. After the notice period has passed, the Customer will be considered as having accepted the proposed changes and they will apply to the Customer from the effective date specified on the notice.
    2. In some instances, we may change this Agreement immediately. Notwithstanding Section 17.1, changes to this Agreement which do not require one month's notice or are (1) more favorable to the Customer; (2) required by law; (3) related to the addition of a new service, extra functionality to the existing Service; or (4) changes which neither reduce the Customer’s rights nor increase the Customer’s responsibilities; will come into effect immediately if they are stated in the change notice. Changes to exchange rates shall come into effect immediately without notice and the Customer shall not have the right to object to such a change.
    3. The Customer undertakes to regularly review any of the channels described in Section 7 on “Communications between CONNECTRO and the Customer” where relevant information may be published.
18. Customer’s Liability
    1. Customer agrees to defend, indemnify, reimburse or compensate CONNECTRO, and hold CONNECTRO and other companies in CONNECTRO corporate group harmless from any claim, demand, expenses or costs (including reasonable legal cost, fines or penalties) that CONNECTRO incur or suffer due to or arising out of Customer breach of this Agreement, breach of any applicable law or regulation or use of the Services. This provision shall survive termination of the relationship between CONNECTRO and the Customer. The Customer agrees that CONNECTRO may deduct from the Customer’s Account all the losses and expenses specified in Section 18.1, at CONNECTRO's own discretion.
    2. Release. If the Customer has a dispute with any other CONNECTRO Account holder or a third party that the Customer send funds to or receive funds from using the Services, the Customer releases CONNECTRO from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. This means that the Customer must use caution when dealing with third parties using our Services or the Account. In entering into this release the Customer expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which the Customer may know or suspect to exist in the Customer’s favor at the time of agreeing to this release.
    3. What happens if the Customer owes funds to CONNECTRO. In the event the Customer is liable for any amounts owed to CONNECTRO for whatever reason, CONNECTRO may immediately remove such amounts from the Customer Account. If there are insufficient funds in the Customer’s Account to cover the Customer’s liability, the Customer agrees to repay the outstanding amount to CONNECTRO immediately on demand along with any applicable fees and interest. In the event that the Customer does not repay the outstanding amount, then, without prejudice to any other rights CONNECTRO may have, CONNECTRO reserve the right to collect the Customer’s debt to CONNECTRO by using any payments received for our Services in the future (such as to add funds to the Account or from funds received in the Customer’s Account), and otherwise the Customer agrees to reimburse CONNECTRO through other means. CONNECTRO may also recover amounts the Customer owes CONNECTRO through other collection avenues, including, without limitation, through the use of a debt collection agency. CONNECTRO may recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
19. CONNECTRO’s Liability
    1. In no event shall CONNECTRO, its affiliates or agents, be liable to the Customer (whether in contract, tort – including, without limitation, negligence) for:
       • any loss of profits, goodwill, business, reputation, revenue or business opportunities or similar;
       • any loss or damage that is not foreseeable;
       • any loss or damage arising from CONNECTRO compliance with legal and regulatory requirements;
       • any loss or damage caused by a virus, or other technological issues or attacks or harmful material that may infect the Customer’s computer equipment, computer programmes, data or other proprietary material related to the Customer’s use of the Services; or, any loss or damage whatsoever which does not stem directly from CONNECTRO breach of this Agreement.
    2. CONNECTRO is not liable for things which are outside of our control. CONNECTRO and its affiliates cannot be liable for its inability to deliver or delay as a result of things that are beyond our control, such as fire, flood, war or computer or communication failure.
    3. Disclaimer of Warranty. CONNECTRO provides services to the Customer without any warranty or condition, express or implied. The Services are provided “AS IS”, “WHERE IS” and “WHERE AVAILABLE” and without any representation or warranty, whether express, implied or statutory. CONNECTRO disclaims all warranties with respect to the Services to the fullest extent permissible under applicable law, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title.
    4. CONNECTRO does not guarantee that the Services will always be available or uninterrupted. CONNECTRO may suspend, withdraw, discontinue or change all or part of our Services without notice. CONNECTRO shall not be liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services on which CONNECTRO rely for the performance of Customer obligations hereunder.
20. Intellectual Property

    CONNECTRO materials

    1. All right, title and interest in and to any software (including without limitation the Website, API, developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed, provided or made available by CONNECTRO or CONNECTRO’s affiliates to the Customer, including content of the Website, and any and all technology and any content created or derived from any of the foregoing (“CONNECTRO Materials”) and CONNECTRO’s Services are the exclusive property of CONNECTRO and its licensors. The CONNECTRO Materials and Services are protected by Intellectual Property rights laws and treaties around the world. All such rights are reserved.
    2. How the Customer can use CONNECTRO Materials. While the Customer is using our Services, the Customer may use the CONNECTRO Materials only for the Customer’s personal use unless the Customer has received written permission from us and solely as necessary to enjoy our Services. Subject to the Customer’s compliance with this Agreement and the Customer’s payment of any applicable fees, CONNECTRO grants the Customer a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access or make personal use of the CONNECTRO Materials and Services. Any use of the CONNECTRO Materials and Services not specifically permitted under this Agreement is strictly prohibited. Customer must comply with the implementation and use requirements contained in all documentation, together with any instructions provided by CONNECTRO from time to time accompanying the CONNECTRO Services (including, without limitation, any implementation and use requirements CONNECTRO imposes on Customer to comply with applicable laws). The licenses granted by CONNECTRO terminate if the Customer does not comply with this Agreement or any other service terms.
    3. When the Customer cannot use CONNECTRO Materials. Unless the Customer has received written permission from us, the Customer may not, and may not attempt to, directly or indirectly:
       • any of the CONNECTRO Materials for any commercial purpose or otherwise infringe our Intellectual Property rights;
       • a. transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Services or the CONNECTRO Materials to any person or entity;
       • b. remove, obscure, or alter any notice of any of our trademarks, or other Intellectual Property appearing on or contained within the Services or on any CONNECTRO Materials;
       • c. modify, copy, tamper with or otherwise create derivative works of any software included in the CONNECTRO Materials; or
       • d. reverse engineer, disassemble, or decompile the CONNECTRO Materials or the Services or apply any other process or procedure to derive the source code of any software included in the CONNECTRO Materials or as part of the Services.
    4. CONNECTRO Trademarks. “CONNECTRO” and any other business and service names, logos, signs, graphics, page headers, button icons or scripts (each as might be amended from time to time) are all registered or unregistered trademarks or trade dress of CONNECTRO or CONNECTRO’s licensors in the relevant jurisdictions (“CONNECTRO Trademarks”). The Customer may not copy, imitate, modify or use CONNECTRO Trademarks without our prior written consent. The Customer may use HTML logos provided by us for the purpose of directing web traffic to the Services. The Customer may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes CONNECTRO or the Services or display them in any manner that implies CONNECTRO’s sponsorship or endorsement. Further, the Customer may not use CONNECTRO Trademarks and trade dress in connection with any product or service that is not CONNECTRO’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CONNECTRO.
    5. All other trademarks, registered trademarks, product names and company names or logos not owned by CONNECTRO that appear in CONNECTRO Materials or in the Services are or may be the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CONNECTRO, and may not be used without permission of the applicable rights holder.

    Third Party Materials

    6. Certain Websites or CONNECTRO Portal may contain or provide the Customer access to information, products, services and other materials by third parties (“Third Party Materials”) or allow for the routing or transmission of such Third Party Materials, including via links.
    7. CONNECTRO neither controls nor endorses, nor is responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any Intellectual Property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by CONNECTRO with respect to any Third Party Materials. CONNECTRO has no obligation to monitor Third Party Materials, and CONNECTRO may block or disable access to any Third Party Materials (in whole or part) through the Website or CONNECTRO Portal at any time. In addition, the availability of any Third Party Materials through the Website or CONNECTRO Portal does not imply CONNECTRO’s endorsement of, or CONNECTRO’s affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between the Customer and any such provider.
    8. The Customer use of Third Party Materials is at the Customer’s own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
21. Other important terms

    Complaints

    1. The Customer shall raise any complaint relating to the Services provided under this Agreement with CONNECTRO. The Customer may reach out to us via email complaints@connectro.com or by other means specified in Complaints Management Policy. The Customer and CONNECTRO shall make every endeavor to amicably resolve any dispute, in good faith and in a constructive manner. The Customer acknowledges and agrees that threats and blackmailing towards CONNECTRO are prohibited and constitute a valid ground for interrupting negotiations and for immediate termination of this Agreement.
    2. CONNECTRO will attempt to investigate and resolve the complaint within 40 business days of having received the complaint; where the 40 business days have elapsed and the complaint is not resolved, the complainant will be informed of the anticipated timeframe within which the firm hopes to resolve the complaint and, where applicable, the complainant may have the right to refer the matter to an independent dispute resolution body or other competent authority, where available and applicable.
    3. No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party of this Agreement. Neither of the Parties will need to get the agreement of any other person in order to end or make any changes to this Agreement.

    Waiver of rights

    4. The rights and remedies contained in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. No delay or omission of CONNECTRO in exercising any right, power or remedy provided by law or under this Agreement, or partial or defective exercise thereof, shall:
       • impair or prevent any further or other exercises of such right, power or remedy; or
       • operate as a waiver of such right, power or remedy;
    5. No waiver of a breach of all or part of this Agreement shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of any future breach of the same or as authorising a continuation of a particular breach.

    Assignment

    6. The Customer may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with this Agreement or any or all of their rights or obligations under this Agreement nor any part of it (including the Account), without the prior written consent of CONNECTRO. CONNECTRO reserves the right to assign, transfer or novate this Agreement at any time without the consent or approval of the Customer. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
    7. No failure or omission by any Party to carry out its obligations or observe any of the stipulations or conditions of this Agreement shall give rise to any claims against the party in question or be deemed a breach of this Agreement if such failure or omission arises from a cause of force majeure, such as acts of God, war or warlike hostilities, strikes, non-performance of vendors or suppliers, telecommunications utility failures or equipment failures, fires or acts of nature or any other event beyond the control of the party in question.
    8. However, nothing in this section will affect or excuse the Customer's obligations under Sections 13 and 18 on “Fees” and “Customer’s Liability”, respectively, of this Agreement.

    Severability

    9. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    Entire Agreement

    10. This Agreement supersedes and extinguishes all previous agreements between the Customer and CONNECTRO, whether written or oral, relating to its subject matter.

    Governing Law

    11. This Agreement is governed by the laws of Canada. Unless otherwise provided in this Agreement, the courts of Canada shall have exclusive jurisdiction to resolve any disputes or claims between the Customer and CONNECTRO arising out of or in connection with the Services and/ or this Agreement.
        
        Nothing in this Agreement shall be construed as limiting CONNECTRO's right to refuse, suspend or discontinue the provision of any Service where required by applicable law, regulatory requirements, internal risk policies or compliance considerations.