PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
BY CLICKING THE “AGREE” BUTTON OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

1. Definitions

1.1 Unless the context otherwise requires the following expressions shall have the following meanings wherever used in the Agreement.

Agreement: means this Agreement for the provision of the Services (as defined below) including any Schedules.

Applicable Laws: means all laws, regulations, orders, statutes, statutory instruments, rules, judgments, directions, decisions, recommendations, policy, directives and determinations made by a legislature, regulatory authority or other public authority with binding effect in force from time to time (construed having regard to related guidance and codes of practice issued by a regulatory authority or other public body), applicable to the relevant party or its activities and relevant to this Agreement.

Client: means Clients of Pay 2 EU Eood EOOD who utilise the Services of the Financial Services Platform.

Legal Tender: means any national currency, such as EUR (Euros), that may be used in connection with a purchase or sale of another national currency

Exchange Services: means the services of Exchange from one legal tender to another

Financial Services Platform:

means the online platform and phone application used to supply the Services under this Agreement.

Intellectual Property Rights:

means all customer information, patterns, drawings, product names, product formulas, intellectual property, websites (together with any web content), web hosting accounts, domain names, email addresses, computer programme applications, design rights including any trade names, rights in computer software (whether licensed or not), rights to goodwill or to sue for passing off or unfair competition, database rights, all patents, patent applications, registered designs, rights to inventions, copyright, letters patent, service marks, trademarks, business names, all fax numbers and telephone numbers, inventions, trade secrets, confidential information and know-how and any other intellectual property rights (together with the benefit but subject to the burden of any licenses, consents or permissions relating to them and in each case whether registered or not and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world) of or used by the Seller in the Business as at the Transfer Date but only insofar as they can lawfully be assigned without infringing the rights of any third party or breaching any obligation to any third party or breaching any statutory obligations.

Liquidity: means the holdings of currencies in the form of legal tender.

Liquidity Provider: means Payward Europe Solutions Limited, 70 Sir John Rogerson’s Quay, Dublin Docklands, Dublin 2, Ireland D02 R296, or any other provider that Pay 2 EU Eood forms a partnership with.

Order: means the request for an exchange, either buy or sell, to be made on behalf of the Client.

Services: means the Services which are set out and described in this Agreement and any Schedules, together with any other Services which Pay 2 EU Eood provides or agrees to provide to the Client from time to time.

Termination: means the cessation of the Agreement.

Virtual Account: means an account which enables the storage, send and receiving of currencies/legal tender

Fiat Currency: A fiat currency is a national currency that is not pegged to the price of a commodity such as gold or silver

2. General

2.1 The terms and conditions set out in the Agreement (as amended by Pay 2 EU Eood and notified to the Client from time to time) shall apply as between Pay 2 EU Eood and the Client and shall regulate the provision of the Services by Pay 2 EU Eood to the Client.
2.2 The Agreement shall come into force in the state that it is communicated to the Client (whether by post, fax, email, reference to upon creating a Pay 2 EU Eood account).
2.3 Any reference to Pay 2 EU Eood or the Client in the Agreement shall be deemed to include that party’s officers, employees and/or agents.
2.4 References to clauses are to the clauses of the Agreement and the headings in the Agreement are for convenience only and shall not affect its interpretation.
2.5 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

3. The Services

3.1 The Services shall be limited to Fiat Currency Exchange Services (Legal Tender) in respect of this Agreement.
3.2 Pay 2 EU Eood shall create the Order on behalf of the Client for each Exchange requested.
3.3 Each Order shall stand as a separate Order. In respect of Fiat Exchange Services, the Client will take physical delivery of the purchased fiat currency upon payment of the full amount of the exchanged fiat currency.
3.3.1 The Client accepts that Pay 2 EU Eood will take payment of the Exchanged Currency into their account and fulfil the Order from Liquidity Providers or the Liquidity of Pay 2 EU Eood.
3.3.2 The Client accepts that Pay 2 EU Eood utilises third-party providers as a Liquidity Provider.
3.3.3 The Client accepts that the Exchanged Currency becomes the property of Pay 2 EU Eood upon creation of the Order.
3.3.4 The Client accepts that Purchases Fiat Currency will be held in Pay 2 EU Eood accounts.
3.3.5 The Client agrees to provide Pay 2 EU Eood with any and all documentation surrounding any Exchange Service they may so reasonably require from time to time.

4. Instructions

4.1 All instructions and communications between the Client and Pay 2 EU Eood, in either direction, shall be in English.
4.2 Pay 2 EU Eood may, at its absolute discretion, accept or refuse (without attributing any reason or being liable for any claims, loss of profits, depletion of goodwill or damage, and whether direct, consequential or

anticipated) any order for exchange services or any instruction relating to exchange services from any officer, employee or agent of the Client.
4.3 All instructions relating to Exchange Services will be made via the application or the web portal provided by Pay 2 EU Eood.

5. Client Warranties

5.1 The Client hereby warrants and represents to Pay 2 EU Eood as follows:
5.1.1 The Client has full capacity to enter into this Agreement and to provide instructions to Pay 2 EU Eood to enter into Orders.
5.1.2 All Orders will be placed in pursuance of the Client’s usual business.
5.1.3 The Client cannot act for a third party.
5.1.4 All Orders are to be entered into for the Client’s commercial purposes or for its private purposes.
5.1.5 All funds provided by the Client will be beneficially owned by the Client (or will be held subject to a constitution that entitles the Client to dispose of such funds as if fully beneficially entitled) and will not be subject to any charge, lien or other encumbrance, and the Client will not create or permit the creation of any charge, lien or other encumbrance over any funds so provided.

6. Limitations

6.1 Pay 2 EU Eood shall not under any circumstances be liable to the Client for loss of profits or goodwill, anticipated savings, or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of
an action brought by a third party) arising in connection with the provision of the Exchange Services, even if such loss was reasonably foreseeable.
6.2 The Client will, on demand by Pay 2 EU Eood, indemnify Pay 2 EU Eood and keep it indemnified against all losses, damages and costs of any nature suffered by Pay 2 EU Eood including any costs suffered by Pay 2 EU Eood in recovering, reducing or eliminating its risk, arising as a result of any breach by the Client of this Agreement.

7. Force Majeure

7.1 Pay 2 EU Eood shall not be deemed to be in breach of this Agreement or otherwise have any liability to the Client for the failure or delay on the part of Pay 2 EU Eood in performing its obligations under this Agreement arising from or attributable to abnormal and unforeseeable circumstances beyond the control of Pay 2 EU Eood the consequences of which would have been unavoidable despite all effort contrary (a “Force Majeure Event”). Pay 2 EU Eood shall notify the Client of the occurrence of a Force Majeure Event as soon as is reasonably practicable following the occurrence of such Force Majeure Event.
7.2 Where a Force Majeure Event occurs, Pay 2 EU Eood may (as its option), on the subsistence of such Force Majeure Event for fourteen (14) consecutive days, and will on the subsistence of such Force Majeure Event for twenty eight (28) consecutive days, cancel any as yet unexecuted Order and refund to the Client’s payment account any such amount. The Client shall not be entitled to compensation in respect to any Force Majeure Event occurring.

8. Default

8.1 Pay 2 EU Eood shall have the right to cancel any Order, at its absolute discretion, or to terminate this Agreement in its entirety, in each case without any further liability for any loss or otherwise in the event of any of the following:
8.1.1 Any default of payment by the Client of any sum due to Pay 2 EU Eood
8.1.2 Any other breach by the Client of this Agreement
8.1.3 If the Client, being a legal entity, enters into any form of insolvency or administration procedure (other than for the purpose of reconstruction which has been agreed in advance with Pay 2 EU Eood) or is unable to pay its debts as they fall due (As defined in Article 608 of the Bulgarian Commerce Act)

8.1.4 It becomes unlawful for Pay 2 EU Eood to give effect to any or all of its obligations to the Client under this Agreement or where Pay 2 EU Eood or the Client is ordered by any governmental or regulatory body to cease to perform this Agreement, or
8.1.5 Pay 2 EU Eood considers it desirable to do so for its own protection or for the protection of its other clients.

8.2 Pay 2 EU Eood, shall be entitled to full indemnification from the Client in relation to all costs incurred by Pay 2 EU Eood in reversing or otherwise terminating all Orders still subject to execution.

9. Termination

9.1 Either party may terminate the Agreement immediately by giving written notice to the other party if that other party:
9.1.1 does not pay any sum due to it under the Agreement within 30 days of the due date for payment
9.1.2 commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied).
9.1.3 persistently breaches any term of the Agreement
9.1.4 is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due.
9.1.5 is a company over any of whose assets or property a receiver is appointed
9.1.6 makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (As defined in Article 608 of the Bulgarian Commerce Act).
9.1.7 (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
9.1.8 undergoes a change of control (within the meaning of Article 244 Bulgarian Commerce Act); or
9.1.9 (if an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.

10. Notice

10.1 Any notice, document or other information to be given by one party to the other party under or in connection with this Agreement (a “Notice”)
10.1.1 Shall be in writing (which shall include email)
10.1.2 Shall be in English language, and
10.1.3 Shall be delivered personally, or sent by first class post (or air mail if overseas) or by email to the party due to receive the Notice to the address specified in clause 9.2 (or to another address, person, or fax number specified by that party by not less than seven (7) days’ written notice to the other party and received by the other party before the Notice was dispatched)
10.2 The address referred to in Clause 9.1.3 is:
10.2.1 In the case of Pay 2 EU Eood 2 Vito Positano Str, fl.2,.ap.ap.7, Metropolitan Municipality, City of Sofia, 1000, Bulgaria
10.3 Unless there is evidence that it was received earlier or later, a Notice is deemed given:
10.3.1 If delivered personally, when left at the address referred to in 9.2
10.3.2 If sent by post, except air mail, two (2) business days after posting it
10.3.3 If sent by air mail, six (6) business days after posting it
10.3.4 If sent by email, when received in full by the recipient.
10.4 In the event of suspected fraud or actual fraud or security threats, Pay 2 EU Eood will contact the Client via (email)

11. General Law and Construction

11.1 No variation or addition to this Agreement shall be effective unless made in writing, signed by or on behalf of the Parties and referring explicitly both to this Agreement and to the fact that the purpose of the

Parties is to vary or add to it, and no right of any party to this Agreement can be waived, released or made subject to conditions without such written agreement.
11.2 No party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
11.3 No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
11.4 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
11.5 A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
11.6 Except to such extent as may be required by law no party shall make any public announcement in relation to this Agreement or its subject matter without the prior written approval of the other Party.
11.7 This Agreement shall be construed and governed in all respects in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
11.8 This Agreement shall remain in full force and effect after completion in respect of any matters, agreements or conditions which have not been done, observed or performed in full prior to completion and all representations, warranties, indemnities, undertakings and obligations of the Parties shall (except for any obligations fully performed on completion) continue in full force and effect notwithstanding completion.
11.9 If any of the provisions in this Agreement is held to be invalid but would be valid if part of the wording were deleted or modified, then such provision shall apply with such modification as may be necessary to make it enforceable.
11.10 Unless specifically provided by the parties, nothing in the Agreement will establish any employment relationship, partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.

12. Fees And Taxes

12.1 The Customer shall pay the Fees to Pay 2 EU Eood in accordance with this clause 12 and as per schedule at time of onboarding, as may be amended or updated by Pay 2 EU Eood from time to time.
12.2 For the use of the Pay 2 EU Eood services, fees can be charged in the following way: Monthly account fee, fixed or % fee of transactions incoming or outgoing, the fees charged for digital asset or currency exchange will be agreed upon before being granted access to the any Pay 2 EU Eood services or accounts. Currency or other asset exchange fee will vary depending on the rates provided by our partners.
12.3 The Fees payable for the Services shall be:
a) exclusive of any applicable country value added tax
b) inclusive of all charges including, but not limited to, any duties, imposts, levies or any other applicable taxes as applicable.
12.4 Payment of Fees. Client authorises us, or our designated payment processor, to charge or deduct your account funds for any applicable fees owed in connection with trades, transactions, and actions you complete via the services provided by Pay 2 EU Eood.
12.5 Taxes. It is the responsibility of the Client to determine what, if any, taxes apply to the trades or transactions completed via the services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. The Client agrees that Pay 2 EU Eood is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades or transactions. If required by applicable law, Pay 2 EU Eood may withhold tax from any payments made to you and report such tax to the relevant taxing authority.

13. Market Volatility

13.1 Market volatility: Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any Digital Assets or Legal Tender, the actual market rate at which a trade is executed may be different from the prevailing rate indicated via the services at the time of your order or trade. You understand that Pay 2 EU Eood are not liable for any such price fluctuations. In the event of a market

disruption or Force Majeure event (as defined in Section 7), Pay 2 EU Eood may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions, including closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

14. Intellectual Property

14.1 Intellectual property rights, including trademark rights, patent rights, copyrights, trade secrets, and so on, to all the content on the platform, including works, pictures, archives, information, materials, platform architecture, the arrangement of the platform screen, platform design, text and graphics, software compilation, the relevant source code and software, are legally owned by Pay 2 EU Eood or other rights- holders.
14.2 Without the written consent of Pay 2 EU Eood or other rights holders, no one is allowed to use, modify, copy, publicly disseminate, change, distribute, release or publicly publish the Platform program or content without due authorisation.
14.3 Clients are not allowed to download (except for web page caches) or modify the platform or any part thereof without the explicit written consent of the platform. The Users are not allowed to resell or make commercial use of the platform or any of content thereof; Clients may not: collect and use product catalogues, descriptions and prices, make any derivatives of the platform or content thereof; download or copy account information or use any data collection robots or similar data collection and extraction tools for other commercial interests. Without the written permission of the platform, it is strictly prohibited to systematically obtain the content of the platform to directly or indirectly create or edit collections, compilations, databases, or personal name and address records (whether or not through robots, spiders, automatic instruments, or manual operations). In addition, it is strictly prohibited to use the content and materials on the platform for any purpose that is not explicitly permitted by the terms of use.
14.4 Neither the Client logging into the platform nor their use of any service provided by the Pay 2 EU Eood shall be deemed as the transfer of any intellectual property rights from the Pay 2 EU Eood to Users. The Users are subject to the obligation to respect intellectual property rights, and should the Users infringe on any of the intellectual property rights, the User shall bear legal liabilities to the platform, including indemnifying the platform against damages that may arise therefrom.