CLIENT SERVICE AGREEMENT No. [ ]
Vancouver, Canada [ ]
Teto Finance Inc. (a company duly incorporated in Canada, British Columbia, Incorporation number: BC1406818, registered office: 5811 Cooney Road, Suite 305, South Tower, Richmond BC V6X 3M1, Canada), which is duly registered as a Money Service Business with the FINTRAC, as well as performs the payment function as determined under the Retail Payment Activities Act of Canada (“Teto Finance Inc.”), and
Teto Financial S.r.o. (a company duly incorporated in the Czech Republic, Incorporation number: [______] , registered office: [_______________] , Prague, Czech Republic), which is duly registered as a provider of activities of crypto-assets exchange operator and a custodian crypto- assets wallet operator (“Teto Financial S.r.o.”),
(Teto Finance Inc. and Teto Financial S.r.o. are hereinafter referred to as “Teto”),
and
[for individuals][__________], passport[_________] issued by [_________] on[______] or [___________][_______________], registered under the law of [______________] registration number [_________], with the registered address: [____________________] represented by [__________________________], acting based on [______________]
(the “Client”)
(all the parties itemized above are hereinafter referred to as the “Parties”, and separately – as the “Party”) have executed this Client Service Agreement on the following:
1. Definitions
1.1. The following terms have the following definitions in the Agreement:
“Agreement” means the contractual arrangements between the Parties, consisting of the
following documents:
1. the terms and conditions of this Client Service Agreement,
2. all the policies and procedures, guidelines, Fees etc., allocated at the Website;
3. terms and conditions related to the Card, other Services allocated at the Website
“AML/CTF Requirements” mean any laws, rules, regulations of Canada (British Columbia), as well as Czech Republic, including but not limited to, Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) of Canada, EU Anti-Money Laundering Directives (AMLDs) issued by the European Parliament, Act No. 253/2008 Coll. on some measures against legalization of revenues from criminal activities and terrorism financing of Czech Republic, as well as requirements of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), FAU , and relevant other authorities, related to prevention and countering money laundering, terrorism financing, proliferation of weapons of mass destruction, sanctions, tax evasion, fraud, bribery, corruption, the trafficking of arms, humans or wildlife, drugs, evasion of sanctions, slavery and any other financial crime regulation
“App” refers to the Android/iOS mobile application software (including all updates, upgrades, and versions) developed and owned by Teto, through which the Client can access the Services under the Agreement.
“Applicable Jurisdictions” means a list of jurisdictions whose residents are eligible to apply for the Services. Teto reserves the right to modify this list at any time.
“Authorization” means the Client’s consent to execute a transaction, send and receive Payment Instructions, the Client’s consent to submit a declaration of will or knowledge etc.
“Card” means a payment instrument being payment debit card, issued by the Partner, regardless of its form (physical, virtual), with a magnetic strip and/or microprocessor, identifying the Client as a customer, entitling to withdraw cash or make payment in accordance with the provisions of the Partner Regulations. Guidelines, terms and conditions related to the Cards issue and operation are allocated at the Website
“Card account” means the account linked to a Card.
“Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to another party (the “Receiving Party”) of the Agreement and unknown to the public (irrespective of its source or form of communication). Confidential information includes Card, Card account, Exchanges, Transactions, Wallet, electronic funds transfers, transactions information, technical, business, operational, legal, marketing, financial, corporate and any other information that cannot be seen publicly and cannot be obtained by third parties legally from other
sources. By default, all the information shared between the Parties is treated confidential, given its nature and character, unless otherwise is defined by the Agreement, the Disclosing Party or by the law. Confidential Information also includes proprietary or confidential information of any third party that may disclose such information to the Disclosing Party. Confidential Information does not include:
1. matters of public knowledge that result from disclosure by the Disclosing Party;
2. information rightfully received by the Receiving Party from a third party without a duty of confidentiality;
3. information independently developed by the Receiving Party;
4. information disclosed by operation of law;
5. information disclosed by the Receiving Party with the prior written consent of the Disclosing Party;
6. and any other information that both parties agree in writing is not confidential.
“Crypto-asset” means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology. “Distributed ledger technology” or “DLT” means a type of technology that supports the distributed recording of encrypted data.
“Cyber-attack” means a malicious ICT-related incident caused by means of an attempt perpetrated by any threat actor to destroy, expose, alter, disable, steal or gain unauthorized access to, or make unauthorized use of, an asset. “ICT-related incident” means a single event or a series of linked events unplanned by an entity that compromises the security of the network and information systems, and have an adverse impact on the availability, authenticity, integrity or confidentiality of data, or on the services provided by the legal entity.
“Electronic funds transfer” means a placement, transfer or withdrawal of funds by electronic means that is initiated by or on behalf of an individual or entity.
“Encumbrances” means any pledge, suretyship, guarantee, mortgage, charge, lien or any other security, encumbrance over the Client’s funds, crypto-assets, whether imposed under the agreement, or regulations, or governmental authorities or enforcement of a judgment, which gives another person, institution a priority or advantage over creditors including any right of set-off.
“EUR account” means the Client’s EUR IBAN account opened and maintained in the Client’s name by Teto’s Partner, on the basis of Partner Regulations. When a Card is issued and connected to an EUR account, it is referred to the “Card Account”.
“EUR account” means the Client’s EUR IBAN account opened and maintained in the Client’s name by Teto’s Partner, on the basis of Partner Regulations. When a Card is issued and connected to an EUR account, it is referred to the “Card Account”.
“Exchange” means the purchase or sale of supported crypto-assets, funds, in accordance with the Agreement. The Exchange involves transactions where crypto-assets are purchased for funds or sold for funds, as determined at the Exchange time.
“Exchange Order” means a request to buy or sell a specified amount of a base asset (funds or crypto-asset) in exchange for the counter asset (crypto-asset or funds) at the exchange rate defined by Teto, considering market conditions, available information, Teto’s interest fees that Teto sets. The list of permitted funds/crypto-asset, crypto-asset/funds Exchanges is defined by Teto. Exchange Order may be executed at a number of different rates, depending on the factors as the specified amount of base asset, the volume and rates at the market at the time when the Exchange Order is submitted and remains open.
“Force Majeure Event” means any event that is beyond Parties reasonable control and prevents either Party or delays either Party from performing the obligations under the Agreement, including, but not limited to: earthquake, fire, explosion, flood, landslide, lightning, epidemics, pandemic, acts of war and terrorism, declared or undeclared, civil disorder, embargoes, natural disasters, failure or interruption in the Internet, cyber-attack, public and private communications networks and facilities, adoption of or any change in applicable law, or the public statement or action by any governmental authority etc
“Funds” means any government-issued currency which is commonly used and accepted as a medium of exchange in its country or territory of issue. The list of funds currencies allowed by Teto for the Services are defined by Teto and may change from time to time.
“Incident” means an event or series of related events that is unplanned by Teto and that results in or could reasonably be expected to result in the reduction, deterioration or breakdown of any retail payment activity, other Services performed by Teto. ICT-related incidents is one of the types of Incidents.
“Market Abuse” means unlawful behavior in the crypto-assets markets, which consists of insider dealing, unlawful disclosure of inside information and market manipulation. “Market Manipulation” means an act with the intent to improperly influence, directly or indirectly, the price of a crypto-asset (as detailed below). Market manipulation may also consist in disseminating false or misleading information.
“Operational risk” means a risk that any of the following will result in the reduction, deterioration or breakdown of retail payment activities:
1. a deficiency in the payment service provider’s information system or internal process;
2. a human error;
3. a management failure; or
4. a disruption caused by an external event.
“Partner” means any properly licensed , electronic money institution, or other third party as duly licensed, with which Teto has contractual relations, integrated with, for proper services provision as set forth in the Agreement.
“Partner Regulations” means proper terms and conditions of Partner, that govern the rules, guidelines, terms and conditions related to Cards, Card accounts, EUR accounts, that could be allocated at the Website.
“Payment function” means any of the following services that could be provider under the Agreement, if offered by Teto:
1. the initiation of an electronic funds transfer at the request of a user;
2. the authorization of an electronic funds transfer or the transmission, reception or facilitation of an instruction in relation to an electronic funds transfer; or
3. other services provided for by the Retail Payment Activities Act (2021) of Canada.
“Payment Instruction” means a statement, as authorized by the Client, that is sent by Teto Finance Inc., to another individual or entity to take an action in relation to an electronic funds transfer, or received by Teto Finance Inc. from another individual or entity to take an action in relation to an electronic funds transfer
“Payment Order” means a statement of the Client containing an order to execute a Transaction on behalf of the Client.
“Teto System” means an independent software module of Teto provided to the Client through the Website and / or Apps, which supports the technical functionality of whole the set of the Services provision, part of which (as set forth in the Agreement) is performed by the Partners, with which Teto integrates.
“Transaction” means initiated or authorized by the Client, transfer, withdrawal, receipt of electronic funds
“Crypto-assets Transfer Instruction” means the Client’s request to transfer crypto-assets from the Client’s Wallet to the designated address specified by the Client in that request.
“Wallet” means a digital wallet, mean of access to crypto-assets with a unique address, opened, safekept and controlled by Teto Financial S.r.o. on the Client’s behalf, that allows the Client to view information regarding the Client’s crypto-assets balances, manage and dispose the Client’s crypto-assets.
“Website” means https://www.tetobank.com/ or another website that supersedes this one.
2.1. Teto has developed Teto System which is duly installed into the Website and Apps (for Apps it is applicable, when proper technical implementations will be finalized), allowing providing the following services, which the Client could order:
2.1.1. technically supporting opening EUR account,
2.1.2. technically supporting Card issue with Card account opening,
2.1.3. opening and maintaining the Wallet,
2.1.4. purchase, sale and management services of the supported crypto-assets,
2.1.5. providing payment function services.
(the “Services”)
2.2. The Services are performed as follows:
2.2.1. Payment functions services are performed by Teto Finance Inc., but could also be partly provided by Partner/s (in part of Cards, EUR accounts and in line with their licenses, authorizations).
2.2.2. Services of opening and maintaining the Wallet are provided by Teto Financial S.r.o.
2.2.3. Services on buy, sell and manage services of the supported crypto-assets are provided by Teto Financial S.r.o. and/or Teto Finance Inc.
2.2.4. EUR accounts opening and maintenance, Cards issue services are provided by Teto’s Partner/s, with which Teto is integrated and provides the technical support of such services provision.
2.3. Under the Agreement, the Client could apply for a Card issue, manage and credit, debit the Card, Card account, EUR account, which are integrated with and connected to the Website / Apps.
2.4. Within the service of the initiation of an electronic funds transfer at the request of the Client, Teto Finance Inc. enables the Client (payer) to launch, trigger, or instruct an electronicfunds transfer by placing a Payment Order. 2.5. Within the service of authorization of electronic funds transfer, Teto Finance Inc. could (if technically available) provide the following Services:
2.5.1. request that the Client confirms sending (sending a Payment Instruction to another individual or entity to take an action in relation to an electronic funds transfer) or receiving (receiving a Payment Instruction from another individual or entity to take an action in relation to an electronic funds transfer) an electronic funds transfer; 2.5.2. confirm whether the Client has sufficient funds to make the requested electronic funds transfer;
2.5.3. establish an arrangement with the Client to send or receive an electronic funds transfer without requiring the Client to take an action; 2.5.4. debit or credit the Client’s Card account, EUR account, according to a Payment Instruction associated with an electronic funds transfer.
2.6. The Client may only use the Website / Apps if the Client is not legally prohibited from receiving Teto Services under the laws of the Applicable Jurisdiction.
2.7. RELATED TO CLIENTS – INDIVIDUALS: By using the Services, the Client confirms that he/she/it is at least 18 years old and legally authorized to enter into agreements by law.
2.8. The Client confirms that he/she/it is a resident of any of the Available Jurisdictions and understands that any changes in the residency or applicable law may affect his/her/its status. This could result in the Client’s residency no longer being within the Available Jurisdictions, in which case Teto reserves the right to suspend the Services and terminate relations with the Client.
2.9. The Client understands and acknowledges that the place of each type of the Services provision is the place where a proper legal entity from the listed in clause 2.2 of the Agreement is registered, the Services are not provided in jurisdiction where the Client resides if it differs from the registration jurisdiction of the legal entity mentioned herein. By applying to Teto from an Available Jurisdiction (which is other than the registration jurisdiction of the legal entity mentioned herein), the Client is expressly soliciting Teto for Services.
3. Services Details
The Wallet
3.1. Upon the Client’s order, Teto Financial S.r.o. opens a Wallet for the Client. Access to the Wallet takes place through Teto System.
3.2. The step-by-step process for setting up the Client’s Wallet can be found on the Website. The Client is solely responsible for the safe storage, backup, and use of own passwords, other secret credentials for the access to the Wallet.
3.3. The Client acknowledges and agrees that when the Client keeps crypto-assets at own Wallet opened by Teto, the Client authorizes Teto to safekeep the Client’s crypto-assets on the Client’s in line with the applicable laws and Teto internal procedures, governing rules of custody and administration of crypto-assets on behalf of third parties. Teto shall procure the proper performance of the crypto-assets transfers initiated by the Client, as set forth in the Client’s Crypto-assets Transfer Instructions, and safety storage of the Client’s crypto-assets.
The Card
3.4. Cards ordering is available for residents of Applicable Jurisdictions, as listed on the Website. The Card enables the Client to make payment Transactions, transfers wherever prepaid debit cards, issued by the card network displayed on the Card, are accepted. Upon ordering and activating the Card, it will be directly linked to the Client’s Wallet.
3.5. The Card account is opened automatically whet the Card is ordered.
3.6. Proper card scheme rules apply to the Card.
EUR Account
3.7. Access to EUR account takes place through Teto System, which is integrated for this purpose with the Partner.
3.8. The Client receives access to information about the current balance on the EUR Accounts and the history of Transactions, transfers on the EUR Accounts through Teto System, [once a month in the form of a Statement of operations on EUR account]
Payment Functions Services
3.9. Teto Finance Inc. verifies a Payment Order, Payment Instruction for recognizing the order integrity, verifying the initiator of the transfer, recognizing compliance with the requirements to payment documents established by the Agreements and applicable law.
3.10. The Payment Order, Payment Instruction shall contain compete and accurate information, and in the format, as required by Teto Finance Inc., when the Client, payee initiates the transfer of electronic funds.
3.11. Teto Finance Inc. fulfills the Payment Order, Payment Instruction on the day Teto Finance Inc. received a Payment Order, Payment Instruction, if such document has not been received before cut-off time, established by Teto Finance Inc., or no later than the next business day.
3.12. By initiating or authorizing an electronic funds Transaction, the Client confirms that he/ she /it (its representatives) has (have) the legal authority to perform such actions and consents to the processing of the Transaction under the Agreement. Within this type of the Services, Teto Finance Inc. provides services to authorize, transmit, receive, or facilitate Payment Instructions related to an electronic funds transfer. This includes the verification of the initiator’s Payment Instructions and facilitating the successful execution of the transaction.
All the Services
3.13. Limits on the amounts and frequency of electronic funds Transactions (the “Transaction Limits”) could be imposed by Teto, Partners. The Client shall be informed by Teto on such limits. Teto Finance Inc. executes Payment Orders, Payment Instructions up to the established Transaction Limits. Teto Finance Inc. refuses to execute Payment Orders, Payment Instructions that exceed the established Transaction Limits. Transaction Limits are also related to Card transaction limit, cash transaction limit (ATM withdrawal), distance
transaction limit, other limits.
3.14. The Client agrees that withdrawals, transfers of the crypto-assets, Exchanges are subject to limitations imposed by Teto internal measures to comply with applicable regulations and to prevent the use of the Services for fraudulent or other illegal activities (the “Crypto-assets Transfer Limits”). 3.15. Teto executes Transactions after their authorization by the Client. The authorization of a Payment Order, Payment Instruction, Exchange Order, Crypto-assets Transfer Instruction by the Client constitutes the consent to execute a Transaction, transfer. The moment of receipt by Teto of a Payment Order, Exchange Order, Crypto-assets Transfer Instruction or Payment Instruction submitted with use of Teto System is considered to be the moment of authorization of such document.
3.16. By initiating or authorizing any Transaction, Transfer, other actions under the Agreement, the Client confirms that he/she/it (its representatives) has (have) the legal authority to perform such actions and consents under the Agreement.
4. The Fees and Charges
4.1. Services fees, charges for the Services (the “Fees”) are reflected on the Website. Teto reserves the right to change Fees at any time. Any updates regarding Fees change will be posted on Teto Website and/or communicated otherwise.
5. Exchange Orders, Payment Orders, Crypto-assets Transfer Instructions, Payment Instructions, Records
Electronic Form
5.1. The Client acknowledges that any Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions the Client submits in electronic form though the Website or via Apps are considered original written documents. By submitting them, the Client agrees that they are signed by the Client, duly authorized representative, with own electronic signature, as defined in the Agreement. The Client accepts full responsibility for the security and authenticity of all Payment orders, Exchange Orders, Payment Instructions and Cryptoassets Transfer Instructions the Client sends and the Client is bound by them. Teto treats all Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions received via the Website or Apps as having been sent by the Client, but duly authorized representative of the Client.
5.2. The Client may only submit Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions through the Website or Apps, using the format specified there. Each Payment order, Exchange Order, Payment Instructions and Crypto-assets Transfer Instructions shall comply with the minimum and maximum values set by Teto, or in accordance with AML/CTF Requirements, or be in line with the Transaction Limits, Cryptoassets Transfer Limits.
5.3. The Client understands that Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions sent through the Website or Apps are transmitted over the Internet, and may be routed via public, transnational installations which are not specifically protected against unauthorized access, and the Client accepts these risks.
Exchange Order
5.4. By submitting an Exchange Order, the Client authorizes Teto, to facilitate an Exchange on the Client behalf. This may involve engaging with third-party trading venues or using Teto own assets, funds.
5.5. To execute an Exchange Order, the Client must ensure that has a sufficient balance of the relevant crypto-asset or funds, free from any Encumbrances or other restrictions, to cover the total value of the Exchange Order, including applicable Fees.
5.6. Upon initiation of an Exchange Order, Teto may first withdraw the necessary funds from the Client’s Card, EUR account, or crypto-asset from the Client’s Wallet, depending on the nature of the deal, until the Exchange Order is either executed or canceled. When initiating an Exchange Order, the Client must specify the quantity to be bought or sold and understand that the purchase/selling price may vary depending on market prices. If the Exchange Order is not performed within a short timeframe, as defined by Teto, due to factors such as technical issues, price volatility, or liquidity constraints, the Exchange Order will be deemed canceled, and the withdrawn funds, crypto-assets will be returned to the Client’s Card account, EUR account or Wallet, as appropriate.
Crypto-assets Transfer Instructions
5.7. Teto processes a Crypto-assets Transfer Instruction to transfer crypto-assets from the Client’s Wallet to another address as specified in a Crypto-assets Transfer Instruction, provided that the Wallet contains sufficient balance to fulfill the Crypto-assets Transfer Instruction, free from the Encumbrances.
5.8. For incoming crypto-asset transfers, Teto credits the crypto-assets to the Client’s Wallet in accordance with the processes outlined in Teto’s internal regulations and the Agreement.
5.9. Teto may also temporarily pause the fulfillment of a Crypto-assets Transfer Instruction to verify whether any grounds for denial exist.
5.10. Teto reserves the right to pause for clarification or deny the execution of incoming cryptoasset transfers to the Wallet when required by applicable laws, including but not limited to cases outlined in AML/CTF Regulations
Payment Order, Payment Instruction
5.11. The moment of receipt of the Payment Order, Payment Instruction is the moment when the Payment Order, Payment Instruction was received by Teto.
5.12. When Transaction is processed a payment notification is sent to the Client by Teto System, confirming the processing. A payment notification shall be delivered to the Client for each effected Transaction promptly after it was processed.
Records
5.13. Any records Teto System generates regarding Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions are for the Client’s information purpose only. If there is discrepancy between the information on the Website or Apps and Teto’s records, Teto’s records will prevail, unless there is a manifest error.
5.14. The Client may access own Wallet, Card, EUR account, Transactions, transfers history and records through the Website and Apps. It is the Client’s responsibility to review these records for any errors. The Client must promptly notify Teto of any mistakes or unauthorized Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions. If the Client fails to report any such discrepancies within three days of the relevant Payment orders, Exchange Orders, Payment Instructions and Crypto-assets Transfer Instructions, Teto may consider them accurate.
5.15. Teto procures the proper recording of the status of all Transactions, transfers, Exchanges identified, the manner in which the status of those Transactions, transfers, Exchanges was identified and the manner in which Teto recovers any lost or corrupted data and corrected any data integrity issues (if any).
Payment Orders, Exchange Orders, Payment Instructions, Crypto-assets Transfer Instruction Cancellation
5.16. The Client may cancel a Payment order, Exchange Order, Payment Instruction, Cryptoassets Transfer Instruction, the Client has submitted at any time before it is accepted by Teto. Teto reserves the right to refuse, cancel a Payment order, Exchange Order, Payment Instruction, Crypto-assets Transfer Instruction without execution under the following circumstances:
5.16.1. Insufficient funds or crypto-assets in the Client’s Card account, EUR account, or Wallet, depending on the character of the Transaction, or if the funds, crypto-assets are subject to an Encumbrance preventing withdrawal or put on hold; or
5.16.2. It contains errors in any parameters; or
5.16.3. Lack of the authorization of a Payment Order, Exchange Order, Payment Instruction, Crypto-assets Transfer Instruction; or
5.16.4. It is executed in violation of Teto’s internal procedures or applicable laws; or
5.16.5. If the initiating Transaction, transfer breaches regime of the Wallet, Card account
EUR account, established by internal policies, procedures, Partners, or applicable laws; or
5.16.6. Teto deems the Exchange Order to have expired due to a failure to execute within the short time frame specified by Teto, and it has not been reconfirmed within that period; or
5.16.7. There has been an immediate change in the basis for the price of the relevant cryptoasset, and the Exchange Order has not been reconfirmed; or 5.16.8. Teto is unable to execute the Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction on terms specified by the Client in it or technical issues or other preventing circumstances occurred; or
5.16.9. Teto believes that executing the Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction may result in a violation of applicable law or involve Market abuse, or be prohibited by sanctions, AML/CTF Requirements, or could result in a fraudulent transaction; or
5.16.10. a Force Majeure Event has occurred; or
5.16.11. in the opinion Teto, the Client is in material breach of any provision of the Agreement; or
5.16.12. the Client failed to provide, or provided unsatisfactory information requested by Teto in respect of Payment order, Exchange Order, Payment Instruction or Cryptoassets Transfer Instruction, as required by the Agreement or applicable law; or
5.16.13. governmental authority, Partner, requires it; or
5.16.14. in any other cases, specified by applicable laws, internal policies, or procedures, including but not limited to those outlined in the AML/CTF Requirements.
5.17. Teto shall not be liable for any losses or expenses the Client may incur as a result of Teto refusal or cancellation of Payment Orders, Exchange Orders, Payment Instructions, Cryptoassets Transfer Instructions.
Blocking
5.18. Teto is entitled to block (meaning to limit the Client’s right of withdrawal, transfer, exchange etc.) certain amounts of crypto-assets at the Client’s Wallet or funds at Card account, EUR amount, in the following cases:
5.18.1. If blocking is necessary to process, perform a Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction;
5.18.2. If a technical error, glitch or another technical, or another reason, any failure occurs while a Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction is being performed, or if the Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction deviates from the normal course of Transactions, transfers;
5.18.3. if Teto is concerned about security of the Client’s Card account, EUR account, or Wallet;
5.18.4. if any indebtedness has arisen or is likely to arise towards Teto, Partners engaged in providing the Services;
5.18.5. if there is an uncertainty regarding indebtedness amount (including potential indebtedness) towards Teto, Partners engaged in providing the Services, or there is a dispute between the Parties regarding indebtedness amount or settlement of debts – in such case Teto is entitled to block the maximum buffer amount, calculated by Teto, at the Client’s Card account, EUR account, and/or Wallet, for possible indebtedness / settlement coverage which could occur;
5.18.6. if Teto reasonably believes that the Client’s Card, EUR account, or Wallet is not being used in accordance with the Agreement, Partners Regulations;
5.18.7. If Teto has reason to believe that a Transaction, transfer is suspicious or illegal;
5.18.8. if a Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction is initiated or executed in violation of Teto’s guidelines, the applicable laws; or
5.18.9. In other cases, provided by the applicable laws, internal policies, procedures, Partners, in particular, but not limited to, in cases defined in the AML/CTF Requirements
6. Verification, AML/CFT Requirements
6.1. Teto companies and Partners are considered obliged institution under the AML/CFT regulation and shall properly perform AML/CTF Requirements. 6.2. Teto is under no obligation to take any action that, in the reasonable opinion of Teto, could result in a breach of any AML/CTF Requirements. Upon any Teto company request, the Client must provide Teto with information and documents Teto reasonably require from time to time to ensure compliance with applicable AML/CTF Requirements.
6.3. Identity verification (including video verification) is carried out by Teto in respect of the Client, the Client’s representatives, ultimate beneficial owners (the “UBOs”) etc. The Client, Client’s representatives, UBOs shall provide identity documents, necessary information, pass the verification, in line with Teto’s instructions. The Client shall provide all the necessary documents and information needed by Teto for the due diligence purposes, answer questions, provide proper statements etc. The information and documents that the Client provides must be complete, accurate and up-to-date. The Client agrees that Teto has the right to verify, update, and supplement the information the Client provides, and may obtain information from third parties to maintain accurate records. If Teto determines that any information or documentation is incomplete, outdated, or inaccurate, Teto may contact the Client for further details
6.4. Furthermore, the Client shall provide Teto with any and all documents in respect of Payment Order / Exchange Order / Payment Instruction / Crypto-assets Transfer Instruction, as may be reasonably requested by Teto.
6.5. The Client agrees that Teto may disclose information concerning the Client to any financial monitoring authority, other governmental authorities, police, court as required by the applicable law. The Client acknowledges and agrees that Teto, Partner may take sufficient time to review, verify a Payment Order, Exchange Order, Payment Instruction, Cryptoassets Transfer Instruction, including checking whether the Client or recipient’s/sender’s name matches with the name of a sanctioned person. The Client understands and agrees that certain information Teto/Partner collects and decisions Teto/Partner make under AML/CTF Requirements are considered secret, and Teto must not disclose this information or decision to the Client.
6.6. The Client shall provide Teto with at least three business days prior written notice of any change of the information, documents, or at least as soon as practically possible. The Client shall on first request from Teto provide such additional information and supporting documentation as Teto may reasonably determine to need to ensure compliance with applicable laws and regulations.
7. Contractual Debiting
7.1. The Client authorizes Teto, Partners to debit Card account, Wallet, EUR account, whether in funds or crypto-assets, for the execution of Payment orders, Exchange Orders, Payment Instructions, Crypto-assets Transfer Instructions execution, as well as for payment of actual indebtedness to Teto, Partners, or in funds or crypto-asset other than the indebtedness in the amounts equivalent to the amounts in funds or crypto-asset of actual indebtedness, and all Teto expenses, Fees, other charges (if any), which are related to the Services provided under the Agreement.
7.2. If the funds or crypto-asset debited from the Client’s Card account, EUR account, or Wallet differs from the funds or crypto-asset of the Client’s actual indebtedness, the Client authorizes Teto to perform any necessary funds/crypto-asset sales or purchases at the market rate, to ensure the repayment of the Client’s actual indebtedness.
7.3. The Parties agree that contractual debiting from the Card account, EUR account, Wallet shall be carried out using the respective details available to Teto, Partners.
7.4. In the event there are insufficient funds or crypto-assets in the Client’s Card account, EUR account, Wallet to fulfill the Client’s Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction and discharge the Client’s existing indebtedness to Teto and Partners engaged in providing Services to the Client, Teto reserves the right to prioritize the debiting (contractual withdrawal) of the Card account, EUR account, Wallet as soon as sufficient funds/assets become available in these accounts, in order to discharge the Client’s existing indebtedness to Teto, Partners, and, when there are not sufficient the
Client’s funds, crypto-assets on the Card account, EUR account, Wallet, return the Payment order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction to the Client as non-fulfilled in connection with insufficiency of amount of funds / assets required for such Transactions, transfers
8. Client Care Obligations
8.1. When Teto Finance Inc. performs retail payment activities, the Teto Finance Inc. procures that it has established, implemented and maintains a risk management and incident response framework that meets the regulatory requirements via communication channels with the Client as set forth in the Agreement.
8.2. The Client is required to comply with all Teto technical requirements specified by Teto, including installing, updating, and maintaining necessary software, and security procedures.
8.3. If Teto becomes aware of an incident that has a material impact the Client, Teto must, without delay, notify the Client of the incident details, and scheduled time of the issue solution.
8.4. Teto shall procure the availability of the risk management and incident response framework which ensures that Teto is able to perform retail payment activities without reduction, deterioration or breakdown, including by ensuring the availability of the systems, data and information involved in the performance of those activities, and which preserves the integrity and confidentiality of those activities, systems, data and information.
8.5. Teto undertakes to act honestly, fairly and professionally in accordance with the best interests of the Client.
8.6. Teto undertakes to provide the Client with fair, clear and not misleading information. Teto shall not, deliberately or negligently, mislead the Client in relation to the real or perceived advantages of the Services.
8.7. Teto warns the Client of the Services, risks associated with crypto-assets.
8.8. When Teto Financial S.r.o. holds crypto-assets belonging to the Client, it undertakes to make adequate arrangements to safeguard the ownership rights of the Client, especially in the event of insolvency.
8.9. For the security purpose the next (in addition to the other measures set forth in the Agreement) should be followed by the Client:
8.9.1. In respect of Card, Card account, EUR account, Wallet, the Client is responsible for maintaining the confidentiality of own login credentials, including password and access details;
8.9.2. The Client should log out of Teto System in case of departure or absence from device, does not leave devices on which the Client accesses in Teto System used unattended;
8.9.3. When using Teto System the Client shall always make sure that the connection is encrypted;
8.9.4. Before authorizing a Payment Order, Exchange Order, Payment Instruction, Cryptoassets Transfer Instruction, the Client should double-check to be sure that the Transaction, transfer data, other data is correct;
8.9.5. When receiving a [One Time Password] from Teto System, the Client should carefully read its content, noting any discrepancies with the submitted Payment Order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction;
8.9.6. Only use legal and up-to-date software, including anti-virus software;
8.9.7. The Client should not install applications that do not originate from safe sources on the device;
8.9.8. Do not log into the Teto System while using an unknown, publicly available or unsecured Internet network;
8.9.9. Any suspicious circumstances related to the use of Teto System should be reported to Teto immediately;
8.9.10. Other measures instructed by Teto should be performed
9. Parties’ Rights and Obligations
9.1. The Parties must adhere to the terms of the Agreement, all the policies and procedures, guidelines, Fees, notifications etc., allocated at the Website of Teto, AML/CTF Requirements, applicable law requirements.
9.2. The Parties are prohibited from engaging in the following activities:
9.2.1. Market Abuse;
9.2.2. Provide false, inaccurate, incomplete or misleading information;
9.2.3. Using the Services illegal, unlawful or unethical purposes;
9.2.4. Uploading content that contains viruses, malicious code, or similar threats, or distributing unauthorized advertising, promotional, or marketing materials;
9.2.5. Disassembling, decompiling, or reverse-engineering the Services;
9.2.6. Taking any action that imposes an unreasonably large burden on the Website/Apps, Teto System infrastructure or interferes with the data or information of other clients.
9.3. Each Party is responsible for timely filing all required tax returns and reports, and for ensuring that all applicable taxes are paid. Teto does not undertake any responsibility for tax filings or payments on the Client behalf. The Client is solely responsible for determining whether taxes apply to any Transactions, transfers related to the Services, and for withholding, collecting, reporting, and remitting any applicable taxes to the appropriate tax authorities. If the Client is required by law to withhold any tax from a payment to Teto, the Client must increase the payment so that, after the deduction, Teto receives the full amount owed. Should Teto be required to withhold or deduct any tax from a payment due to the Client, the Client undertakes to promptly reimburse Teto for the amount of such withholding or deduction
9.4. If any crypto-assets or funds currency are mistakenly credited to the Client’s Wallet, Card account, EUR account, the Client shall return the erroneously credited amount within three (3) days. The mistake may arise from various causes, including, but not limited to, incorrect recipient address/account details, technical glitch, process problems, third-party attacks, or other external activities. Teto reserves the right, without prior notice or request, to debit the Client Wallet, Card account, EUR account, to correct any mistaken credits. 9.5. The Client is strictly prohibited from using the Services if the Client is engaged in any of the following behaviors, whether intentionally or unintentionally, including but not limited to:
9.5.1. Engaging in activities related to money laundering, drug trafficking, terrorism, fraud, criminal acts, or any other illegal activities;
9.5.2. Infringement upon any IP rights;
9.5.3. Conducting any business activities listed in Teto prohibited activities under Tero and Partners AML/CTF policies and procedures, which fall outside of Teto risk appetite;
9.5.4. Acting in a way that damages, or could damage, the Website, Apps, including but not limited to the security and safety features, or interfering with other clients’ access to the Website or Apps;
9.5.5. Insulting, harassing or the using offensive or discriminatory language against other clients, employees, or representatives of Teto;
9.5.6. In any manner that damage or may damage Teto’s good name and repute;
9.5.7. Participating in any activities that are harmful, illegal, abusive, or violate the Agreement or any applicable laws or regulations.
10. Intellectual Property Protection
10.1. Teto grants to the Client a non-exclusive license for the Teto System use (the “License”). The duration of the License is limited to the duration of the Agreement and for the purpose of the Services providing. The License cannot be used for the purpose other than stated in the Agreement.
10.2. All content available on Teto’s Website and Apps, Teto System, are owned, controlled, or operated by Teto or relevant third parties, including but not limited to Partners, service providers, agents, financial institutions, any other legally organized entities. Such content includes, but is not limited to, text, images, logos, trademarks, graphics, designs, software, data compilations, audio, video, page layout, and any other form of information that can be stored in a computer or device and is displaying on or forms a part of the Website, Apps, Teto System.
10.3. By accessing or using the Website, Apps, Teto System the Client acknowledges and agrees that such content is protected by copyright, trademarks, and any other intellectual property rights. Nothing on the Website, Apps, Teto System must be interpreted as granting by implication or otherwise, any license or right to use any logo, trademark, or service mark displayed on Teto’s Website, Apps, Teto System, without the respective owner’s prior written consent. The Client may not reproduce, modify or amend, copy or replicate, transmit, distribute or otherwise use any content from the Website, Apps, Teto System, without obtaining prior written consent from the content owner
11. Disclaimers and Risks Warning
11.1. The Client uses the Services subject to, but not limited to, the disclaimers and risk warnings stated in the Agreement.
11.2. Teto does not act as financial advisors and do not provide legal, tax, investment, or financial advice. The Client should seek advice from own independent professional advisors.
11.3. Any Services, data, tools on the Website, Apps are provided “as is” and on an “as available” basis. Teto reserves the right to update the information on Teto Website and Apps at own discretion. To the maximum extent permitted by the law, Teto provides no expressed or implied warranties of accuracy, compatibility, reliability, wholeness, integrity, the usefulness of Teto Website, Apps, Teto System. Any reliance the Client places on such information is therefore strictly at the Client’s own risk.
11.4. The Client understands and agrees that the crypto-assets are potentially exposed to legal and regulatory risks, the regime of crypto-assets could be changed by regulations in different jurisdictions, as of now it is impossible to predict their effect.
11.5. Crypto-asset trading and holding is a high-risky engagement and the Client confirms that the Client is aware of and acknowledge this and acts at own discretion considering and estimating, without limitation, own personal skills, market conditions, and the Client’s financial state. Neither Teto nor its relative third parties shall be held liable in that regard for any of the Client’s activities outcomes resulting from the Client’s use of the Services.
11.6. Crypto-asset is not a legal tender, may not be backed by physical assets or guaranteed by a government, some of them may not circulate freely or widely, loss or stolen cryptoassets generally will not be reversible, and the Client understands it all. The Client also understands and takes a risk of crypto-assets unpredicted very high volatility within short period of time, and that the value of a crypto-asset may be completely and permanent lost if the market for this crypto-asset disappears, inability to sell crypto-asset because of lack of liquidity or restrictions / control of governmental authorities.
11.7. The Client also understands that crypto-assets rely on various types of distributed ledger technology, some of which is open source software that is built upon experimental technology – blockchain, and the Client takes the risk of crypto-assets technical flaws in the technology, targeting by malicious persons, fraud or cyber-attack, changes in the consensus protocol or algorithms etc.
11.8. The Client understands and accepts the risks, that crypto-assets may be subject to forks or attacks on the security, integrity or operation of networks, which are beyond Teto control, that could impact price / value of a crypto-asset, lead to the network / platform shutdown. The Client agrees that in the case of fork Teto could temporarily suspend any access to the Services.
11.9. The Client understands that the use of the App on a Jailbroken device may result in problems with security and lead to fraudulent transactions. 11.10. While Teto uses reasonable endeavors to ensure that the Website, Apps are secure and free of errors, viruses and other malware, Teto does not warrant or guarantee in that regard. The Client takes responsibility for own security, that of his/her/its personal details and devices, and any other potential or obvious risks. The Client commits to notify Teto immediately of any unauthorized access to the Client’s Wallet, Card account, EUR account or any other breach of security.
11.11. The Client acknowledges and accepts the risk of any Payment orders, Exchange Orders, Payment Instructions, Crypto-assets Transfer Instructions, being unauthorized or given by an unauthorized person, the risk that the Payment orders, Exchange Orders, Payment Instructions, Crypto-assets Transfer Instructions could be processed twice if the Client sends the same Payment orders, Exchange Orders, Payment Instructions, Crypto-assets Transfer Instructions in different forms and the risk that any information sent by electronic means cannot be guaranteed to be secure or free from virus or delay.
11.12. The Client acknowledges and agrees that the relationship between the Parties set forth in the Agreement or connected with it do not create any fiduciary, trustee or equivalent duties on Teto part in the Client’s favor, there are no duties that would oblige Teto to take more responsibilities than those set out in the Agreement. The Agreement does not create any kind of partnership, joint venture, advisor, agency or trustee relationship or any similar relationship between the Parties.
11.13. The Client acknowledges and agrees that Teto may receive requests or notifications from tax authorities or other governmental bodies and may be required to disclose certain information related to the Client’s Payment orders, Exchange Orders, Payment Instructions, Crypto-assets Transfer Instructions.
11.14. Teto’s Website/Apps may include references or links to third-party websites or applications. These references or links are provided solely for general information and the Client’s reference purpose. Teto does not control or endorse these external websites or applications and are not responsible for their content. Teto is not responsible for any hyperlinked Internet sites through the Agreement or Website or Apps, and are not responsible for any losses incurred in connection with those sites.
11.15. Teto engages or may engage third parties (including Partners, service providers, contractors, agents, and any other legally established entities), to provide the Services to the Client.
11.16. The Client understands that, if a transfer is made in any crypto-asset issued by a party subject to foreign laws or transfers made on markets in other jurisdictions, some restrictions, deductions could be imposed by governmental authorities related to exchange controls, moratoriums or other actions imposed. Given this, before Exchange Orders, Payment Instructions, Crypto-assets Transfer Instructions submission the Client should satisfy yourself about any relevant rules or laws.
11.17. The Client acknowledges and agrees that (1) Teto’s representations and warranties contained in the Agreement are the sole and exclusive Teto’s representations and warranties in connection with the Services contemplated by the Agreement, (2) all representations and warranties, express or implied, of any nature whatsoever, other than those specifically set forth in the Agreement are specifically disclaimed, and (3) any data, information or any other materials or information provided or addressed to the Client or the Client’s representatives are not and shall not be deemed to be or to include representations or warranties.
11.18. By using the Website, Apps, Teto System, the Client hereby gives consent to Teto’s disclaimers contained in this and other clauses of the Agreement and agree to their terms and conditions.
12. Limitation of Liability, Indemnification
12.1. Teto will not be held liable to the Client in respect of any losses in connection with Teto’s Website, Apps, Teto System and Services, the Agreement, arising out of Force Majeure Event. The Client will not be held liable to Teto in respect of any losses in connection with the Agreement, arising out of Force Majeure Event.
12.2. Nothing in the Agreement shall limit or exclude either Party’s liability:
12.2.1. for gross negligence, willful misconduct, fraud or fraudulent misrepresentation;
12.2.2. for breach of any card scheme rules;
12.2.3. for breach of any obligation as to title or possession implied by statute;
12.2.4. the Client’s obligations for chargebacks and card scheme fines; or
12.2.5. for any other liability which may not be limited or excluded by law.
12.3. Teto shall not be liable for any of the following events:
12.3.1. the Client’s hardware, software or Internet connection is not functioning properly;
12.3.2. any action taken by Teto in order to comply with applicable law; or
12.3.3. Force Majeure Event.
12.4. To the maximum extent permitted by law, Teto accepts no liability to the Client in connection with the Website, Apps and the Services for any of the following, including but not limited to:
12.4.1. Any business or commercial losses, including loss of profits, income, revenue, anticipated savings, contracts, or business opportunities;
12.4.2. The Client’s action or omission on the Website, Apps;
12.4.3. Loss or corruption of any data, database or software;
12.4.4. Any special, direct or indirect, incidental, punitive or consequential loss or damage;
12.4.5. Any errors, delays, disruptions, failures, non-availability, or suspensions in the functionality of the Website or Apps
13. Termination
13.1. Either Party reserves the right to unilaterally terminate the Agreement with the 14-days’ prior notice.
13.2. All terms and conditions of the Agreement, that, by their nature, should survive termination shall survive the termination, including, without limitation, this clause, provisions of Intellectual Property Protection, Disclaimers and Risks Warning, Limitation of Liability, Indemnification, Contractual Debiting, confidentiality, the Fees provisions.
13.3. Despite the mentioned above, Teto is entitled (with an immediate effect) to suspend or close a Wallet, Card, Card account, EUR account and, or terminate providing all the Services, with an immediate effect, if;
13.3.1. Teto has reason to believe that the Client is in material breach of the Agreement;
13.3.2. Teto has reason to believe that the Transaction, transfer is related to any unlawful activities, or activities not accepted by Teto, or Partners;
13.3.3. the Client has failed to pay the Fees when due which has not been duly paid within 14 days upon the indebtedness occurrence;
13.3.4. any applicable law or internal policy requires Teto to do so;
13.3.5. Partner requires Teto to do so;
13.3.6. The Client is unable or admits inability to pay the Client’s debts as they become due, suspends payments on the Client’s debts, or by reason of actual or anticipated financial difficulties, initiate negotiations with creditors to restructure the indebtedness, in case such inability in payment can be considered as a ground for triggering of bankruptcy (insolvency) procedure; a moratorium is declared in respect of any the Client’s indebtedness; with respect to the Client any legal proceedings or other procedure or step is taken caused by: suspension of payments, a moratorium of any indebtedness, the appointment of an administrator of the debtor’s property or other similar officer, or any analogous procedure or step is taken in any jurisdiction.
13.4. In case of Teto Financial S.r.o. unilateral decision to close the Client’s Wallet, terminate relations with the Client, as outlined in this User Agreement, and if there is a positive balance in the Client’s Wallet, Teto Financial S.r.o. reserve the right to close the Wallet and keep the Client’s crypto-assets by Teto Financial S.r.o. separately until receipt of the Client’s instructions for transferring them to an address provided by the Client.
14. Final Provisions
14.1. A provision of the Agreement, or right arising from it, may be waived only in writing. Any delay or failure by either Party in execution of any of the provisions or rights under the Agreement shall not be interpreted as a waiver.
14.2. The Agreement constitutes the entire agreement between the Parties with regard to its subject matter.
14.3. The Agreement is governed and interpreted by the law of the Canada (British Columbia), save for the terms and provisions related to deals, transfers with crypto-assets (in part, where the Services are provided by Teto Financial S.r.o.), which are governed and interpreted by the law of the Czech Republic.
14.4. The Client may not assign, transfer the Client’s rights or obligations under the Agreement without Teto’s prior written consent. Teto may assign, transfer rights and obligations without the Client’s prior written consent.
14.5. In the event that any provision of the Agreement is deemed inapplicable or unenforceable under the applicable law, the remaining provisions will continue to apply.
14.6. When Payment Orders, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction is initiated by the Client, as well as for various communication, documents signing between the Parties, the Parties agree to refer to and trust electronic signatures (which do not meet the requirements for the qualified electronic signature) affixed via
Website, Apps, Teto System, and other software services proposed by Teto. Such electronic signatures shall have the equivalent legal effect, validity, admissibility and enforceability of a handwritten signature. The Client acknowledges and agrees that Client is satisfied with the documents which are electronically executed. The Client agrees with the electronic communications between the Parties. The Parties agree that an e-signature mentioned in this clause can be in form of pushing a button “exchange”, “send”, “withdraw”, “request” of another similar button confirming a Payment Order, Exchange Order, Payment Instruction or Crypto-assets Transfer Instruction, any other button, or sending a statement via email confirming the terms and conditions of data logically associated with such statement, or esignature inserted via Website, App, Teto System, or other acceptable for Teto software platforms allowing e-signatures insertion, all could be used by the signatory to sign
14.7. For any dispute or claim connected with the Agreement, Client and Teto agrees to first contact each other and attempt to resolve the claim informally. If the amicable solution has not been found, any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach or termination thereof, shall be subject of final resolution by an appropriate court.
14.8. The Parties contact details: Teto [_____________], the Client [______________].
14.9. The Receiving Party will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Disclosing Party. Teto is entitled to disclose the Confidential Information to Teto’s employees, officers, owners, contractors, advisors, affiliates, consultants, auditors, Partners and other third parties (the “Engaged Entities”) only 1) if it is required for the Services providing or otherwise, fulfillment of internal procedures related to such business relations, legal requirements, and 2) in the scope based on a need-to-know basis and 3) if Teto procures that the Engaged Entities have an obligation and technical, other capability to protect the Confidential Information with the same or better care as / than set forth in the Agreement. The disclosure of the Confidential Information is allowed without the consent if such disclosure is authorized under the law, legally binding judicial or governmental order/proceeding, provided, that the Receiving Party give the Disclosing Party prompt notice of such disclosure prior to disclosure, cooperate with the Disclosing Party in the event that the Disclosing Party elects to contest such disclosure or seek a protective order with respect thereto. Terms and conditions of personal data protection are reflected in the Privacy Policy. 14.10. The Client authorize Teto to send all communications, agreements, documents, notices, disclosures, and confirmations to Client via the Website, Apps, Teto System, e-mail, other messages through any other electronic means as Teto deems appropriate. It is the Client’s responsibility to ensure that the details of these communication methods are correct and they are operational and available for receipt of all communications and the Client shall notify Teto of any changes to the details of the communication methods as soon as practicable after the change is made. In some cases, Teto’s communications may only be posted on the Website or Apps.
14.11. Communications take effect from the time they are received or treated as received (whichever happens first) unless a later time is specified in the communication. Communications are treated as received:
14.11.1. if sent by email – when either Party receives an automated message confirming delivery; or 4 hours after the time sent unless such Party receives a delivery failure receipt;
14.11.2. if posted on the Website or Apps – at the time of posting;
14.11.3. if delivered via other messages or other electronic means – 4 hours after either Party sends it.
