1. THESE TERMS AS A FRAMEWORK AGREEMENT

1. These Terms constitute a framework agreement which sets out the terms of:
   1. you and us entering into 3S Money Club Transaction(s); and
   2. the use of the 3S Money Club Client Portal and other 3S Money Club Services.
2. Before you can enter into 3S Money Club Transactions and benefit from the 3S Money Club Services with us you are required to:
   1. read these Terms and tick the box confirming the accuracy of the information provided and your agreement with these Terms; and
   2. provide us with such documentation, photographs and information as we may reasonably request to comply with our regulatory obligations.
3. These Terms incorporate the Website Terms, the Cookie Policy, the Privacy Policy, and the Website Acceptable Use Policy. By accepting these Terms, you are deemed to have accepted the terms and conditions of our third-party service providers.
4. You confirm that neither you nor (where applicable) any of your directors or beneficial owners are:
   1. listed on or targeted by a list of specifically designated or targeted persons, including without limitation, the Consolidated List of Financial Sanctions Targets (Asset Freeze Targets and Investment Ban Targets lists) maintained by HM Treasury, the consolidated list of persons, groups and entities subject to EU financial sanctions, the Specially Designated Nationals and Blocked Person list (SDN) maintained by OFAC, the Entity List maintained by the US Bureau of Industry and Security, the UN Security Council Consolidated List or any similar list of persons subject to comprehensive assets freezes or similar measures maintained by any other relevant jurisdiction (a "Designated Person"); and/or
   2. owned or controlled by, or (to your knowledge) acting on behalf, or at the direction, of, any person listed on any of the lists referred to at 1.4.1.
5. Once you have completed the above and you have passed our internal checks, we shall make the 3S Money Club Client Portal available to you.
6. You confirm that you have provided the correct Information during the process of creating a 3S Money Club Account. You undertake that, if your details change, you will notify us immediately. You shall bear any losses that occur due to the submission of invalid, incorrect or inaccurate Information.

2. REGULATORY INFORMATION

1. These Terms are between you (the “User”, “you” or “your”) and 3S Money Club Limited. (“3S Money Club”, “we”, “us” or “our”). 3S Money Club is a company incorporated in England and Wales with company number 08574246 and whose registered address is at 45 Folgate Street London E1 6GL. Daytime telephone number: +44 2038079645; email address: [email protected] 3S Money Club is the issuer of Electronic Money in your 3S Money Club Electronic Money Account and performs the payment services related to your 3S Money Club Electronic Money Account. 3S Money Club is authorised as an Electronic Money Institution by the Financial Conduct Authority under the Electronic Money Regulations 2011 for issuing of electronic money and the provision of payment services. We are included in the FCA’s Register of Electronic Money Institution firms (Firm Reference Number 900918) which can be found on the FCA website. 3S Money and 3s.money are trading names of 3S Money Club Limited.
2. We are also subject to the Payment Services Regulations 2017 (the Regulations) which regulate how payments must be transmitted and provide protection when you send money to an account within the European Economic Area (EEA) and the payment is in Euros, Sterling or another EEA-State currency.

3. COMMENCEMENT, TERM AND YOUR 3S MONEY CLUB ACCOUNT

1. These Terms shall commence on the day that 3S Money Club confirm to you via e-mail and/or 3S Money Club Client Portal that your 3S Money Club Account has been approved and shall continue until terminated in accordance with Clause 29 (Termination).
2. Your 3S Money Club Electronic Money Account is an account in which Electronic Money, which 3S Money Club has issued to you at par value in exchange for receiving money from you or on your behalf, is stored. The Electronic Money in your 3S Money Club Electronic Money Account may be used by you to enter into 3S Money Club Client Portal Transactions.
3. You may be required to provide supplemental information to us to be able to use all of the functionality available.
4. Where we are required to segregate your funds, we do so by placing the funds in a segregated account (known as a ‘safeguarding account’) at partner banks. As an FCA-authorised electronic money institution, funds held with us are not covered by the Financial Services Compensation Scheme. Instead, we segregate your funds in a safeguarding account, which means those funds would be separated from our other assets in the event of our insolvency and used to repay you and other clients. Our partner banks provide us with safeguarding accounts, but do not monitor the funds we place on the safeguarding account or how we operate these accounts. As an FCA authorised electronic money it is our responsibility to segregate funds.
5. You are able to store multiple currencies in your 3S Money Club Electronic Money Account. These currencies are subject to change from time to time.
6. We may stop your access to the 3S Money Club Client Portal on reasonable grounds relating to:
   1. the security of the 3S Money Club Client Portal;
   2. the suspected unauthorised and/or fraudulent use of the 3S Money Club Client Portal; or
   3. your use of the 3S Money Club Portal being in breach of any applicable sanction, anti-money laundering or counter terrorist financing legislation or any other applicable law.
7. If we do stop your access in such instances, we will inform you via email and/or 3S Money Club Client Portal and direct you to our customer services team.

4. THE 3S MONEY CLUB CLIENT PORTAL

1. The 3S Money Club Client Portal is our portal where you can, among other things:
   1. perform Top-Ups and 3S Money Club Bank Transfers;
   2. change your account details and verify your identity with us;
   3. view your 3S Money Club Transaction History;
   4. view the balance and currency of the Electronic Money you hold in your 3S Money Club Electronic Money Account.
2. You may access the 3S Money Club Client Portal via web-portal at: https://clientportal.3s.money/

5. VERIFICATION OF IDENTITY

1. In accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 we are obliged to conduct customer due diligence on any new customers, including on any individual who owns or controls (in each case whether directly or indirectly) shares or voting rights of more than 25% or who exercises ultimate control over the management of a corporate entity or otherwise controls the entity.
2. We may conduct enhanced due diligence on you where appropriate (including your Directors and Ultimate Beneficial Owners) and reserve the right to make reasonable requests for further information if there is reasonable cause to do so.
3. You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your 3S Money Club Account, to identify or authenticate your identity or validate your funding sources or 3S Money Club Transactions. This will also include verifying the identity of any of your directors, partners and/or ultimate beneficial owners. 3S Money Club Client Portal Users may be required to provide supplemental information to us that will allow 3S Money Club to reasonably identify you, including verification of your information against third party databases or through other sources.
4. We reserve the right to close, suspend, or limit access to your 3S Money Club Electronic Money Account and/or the 3S Money Club Services in the event we are unable to obtain, verify such Information or you do not comply with our requests under 5.1, 5.2 and 5.3 of these Terms.
5. We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. Some of the searches which we or a third party may perform, such as a credit check, may leave a soft footprint on your credit history. This will not affect your credit rating. By entering into these Terms, you confirm that you (and all your directors and ultimate beneficiary owners) consent to us or a third party on our behalf carrying out such verifications.
6. You must notify us immediately and in any event within two Business Days of any changes to your Directors or your Ultimate Beneficial Owners.
7. You must ensure the information on your 3S Money Club Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We shall not be liable for any losses arising out of your failure to maintain up to date information.
8. We have a duty to monitor our customer relationships on an ongoing basis and reserve the right to do this periodically. This may require us to make requests to you for information. You agree to comply with all reasonable requests for information relating to our ongoing monitoring obligations.

6. TOP-UPS TO YOUR 3S MONEY CLUB ELECTRONIC MONEY ACCOUNT

1. In order to Top-Up the Electronic Money in your 3S Money Club Electronic Money Account, you will need to perform a Top-Up via a User Bank Transfer or via a Third Party Bank Transfer or any other method we make available to you from time to time.
2. On receipt of the amount sent via User Bank Transfer or a Third Party Bank Transfer and such amount becoming available to us, we will issue the corresponding value of Electronic Money to your 3S Money Club Electronic Money Account.
3. We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of money you can receive through the 3S Money Club Services. In order to lift your receiving limit, you must provide us with any supplemental information we request.

7. 3S MONEY CLUB TRANSACTIONS

1. The following are “3S Money Club Client Portal Transactions”:
   1. “Electronic Money Exchange” means using Electronic Money in one currency to purchase Electronic Money in another currency using our Exchange Rates; and
   2. “3S Money Club Bank Transfer” – this means us redeeming Electronic Money from your 3S Money Club Electronic Money Account, with or without an associated Monetary Exchange taking place, and transferring the equivalent amount of money to the Counterparty Bank Account.
2. 3S Money Club may refuse to enter into a 3S Money Club Transaction with you at any time and for any reason.
3. 3S Money Club provides contemporaneous virtual receipts for successful 3S Money Club Transactions.

8. EXCHANGE ELECTRONIC MONEY

1. You can exchange Electronic Money in your 3S Money Club Electronic Money Account to Electronic Money in another currency by using the exchange function on the 3S Money Club Client Portal. The currencies of Electronic Money which you are able to purchase and store in your 3S Money Club Electronic Money Account are limited to those set out on the 3S Money Club Client Portal and are subject to change from time to time without us being required to provide you with notice.
2. You will be informed, on the 3S Money Club Client Portal, prior to sending your request to enter into the Electronic Money Exchange (where "Electronic Money Exchange" means using Electronic Money in one currency to purchase Electronic Money in another currency using our Exchange Rates), of:
   1. the amount of Electronic Money you will use to purchase the amount of Electronic Money in your required currency;
   2. the amount and currency of the Electronic Money you wish to purchase; and
   3. the exchange rate of the Electronic Money Exchange.
3. In order to submit the request to enter into the Electronic Money Exchange, you will need to confirm the details which have been entered by clicking the exchange button on the relevant part of the 3S Money Club Client Portal. By entering into these Terms, you accept sole responsibility for entering into the Electronic Money Exchange. 3S Money Club will not be responsible for any losses you incur as a result of you using this function.
4. The request to enter into an Electronic Money Exchange will be accepted when we confirm to you that the Electronic Money Exchange has been entered into, on the 3S Money Club Client Portal.
5. Please refer to the Fees and Pricing Section for more information. It is your responsibility to stay informed of any changes to the limits and fees applied to any exchanges.

9. 3S MONEY CLUB BANK TRANSFER AND MONETARY EXCHANGE

1. You can make a request to enter into a 3S Money Club Bank Transfer by logging onto the 3S Money Club Client Portal and following the on-screen instructions. You will need to enter the Counterparty Bank Account details. It is your responsibility to make sure that the details of the Counterparty and the Counterparty Bank Account (the ‘unique identifiers’) are entered correctly. Any error in information may result in the 3S Money Club Bank Transfer being unsuccessful or delayed. We shall not be liable for any losses you incur from entering incorrect Counterparty Bank Account details.
2. You will be informed on the 3S Money Club Client Portal, prior to confirming your request to enter into the 3S Money Club Bank Transfer, of:
   1. the details of the Counterparty Bank Account;
   2. the amount and currency of money you wish to send to the Counterparty; and
   3. the fees for the 3S Money Club Bank Transfer (if any).
3. In order to submit the request to enter into the 3S Money Club Bank Transfer, you will need to confirm the details which have been entered by responding to a push notification sent to your Mobile by our two-factor authentication system.
4. Where the Payment is denominated in:
   1. Sterling or Euro, we shall ensure that the amount of the 3S Money Club Bank Transfer is credited to the Counterparty’s payment service provider’s account by the end of the Business Day following that on which your request to enter into the 3S Money Club Bank Transfer was deemed to have been received;
   2. a currency other than Euro or Sterling but the account of the Counterparty’s payment service provider is located within the European Economic Area (‘EEA’), we shall ensure that the amount of the 3S Money Club Bank Transfer is credited to that account by the end of the fourth Business Day following that on which request to enter into the 3S Money Club Bank Transfer was deemed to have been received; and
   3. a currency other than Euro or Sterling and the account of the Counterparty’s payment service provider is located outside the EEA, we shall endeavour to ensure that we action the 3S Money Club Bank Transfer as soon as is reasonably practicable.
5. If the currency of the Counterparty Bank Account (in accordance with the information provided by you on the 3S Money Club Client Portal) is different to the currency of the Electronic Money you are using to enter into the 3S Money Club Bank Transfer, then as part of the 3S Money Club Bank Transfer we shall perform a Monetary Exchange to the appropriate currency prior to sending the money to the Counterparty Bank Account. In this event, you will be informed of the Exchange Rate for the Monetary Exchange prior to confirming the 3S Money Club Bank Transfer.
6. Except where provided otherwise under applicable law, you may not revoke your request to enter into the 3S Money Club Bank Transfer.
7. Once the 3S Money Club Bank Transfer has been completed, you will be able to view the completed 3S Money Club Bank Transfer on the 3S Money Club Transaction History part of the 3S Money Club Client Portal.
8. If, for whatever reason, the funds are not deposited in the Counterparty Bank Account and are returned to 3S Money Club, they will be converted into the currency of the Electronic Money they were originally withdrawn from. Due to the difference in price for purchasing and selling currencies and/or fluctuations in currency exchange rates, the amount of Electronic Money you receive back into your 3S Money Club Electronic Money Account may be more or less than what was originally redeemed to perform the 3S Money Club Bank Transfer. 3S Money Club is not liable for any losses you incur in this respect.

10. RECEIVE ELECTRONIC MONEY

1. If you receive Electronic Money into your 3S Money Club Electronic Money Account, we will display the payment in your 3S Money Club Transaction History.

11. EXCHANGE RATES

1. We will use the Exchange Rates set out in the Fees and Pricing Section, where we can, however you will be informed of the exact Exchange Rate for each 3S Money Club Transaction prior to your entry into the same. It is your responsibility to ensure that you are happy with the Exchange Rate we offer you, prior to entering into each 3S Money Club Transaction. In addition, our live exchange rates are available on the 3S Money Club Client Portal.

12. YOUR BALANCE AND NEGATIVE BALANCE

1. You acknowledge that balances and available funds reported on the 3S Money Club Client Portal are only approximate real time balances rather than the settled balances in your 3S Money Club Electronic Money Account. A real time balance may not take into account pending debits and credits. 3S Money Club will provide you with information on pending debits and credits as soon as it has that information.
2. If for any reason (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers) you have a balance in your 3S Money Club Electronic Money Account which is below the minimum balance applicable (as communicated by us to you) to your 3S Money Club Electronic Money Account, you agree to immediately Top-Up the required amount to correct the negative balance, such amounts being due without the need for previous notification. If you fail to do so:
   1. we may exercise our right of set-off in accordance with Clause 17 (Our Right to Set-Off) of these Terms;
   2. initiate a chargeback procedure for any specific transaction which led to your 3S Money Club Electronic Money Account having a negative balance;
   3. take debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.

13. SECURITY

1. You must ensure that you take all reasonable steps to:
   1. ensure that your login details are kept safe and secure; and
   2. ensure that access to the 3S Money Club Client Portal is kept safe and secure.
2. The requirement in Clause 13.1 includes, but is not limited to, for the avoidance of doubt, you:
   1. logging out from 3S Money Club Client Portal every time you are not using it;
   2. keeping the Mobile you use to gain access to the 3S Money Club Client Portal safe and secure and locked with a secure password or other security mechanism;
   3. not writing down or telling anyone your login details;
   4. changing your password regularly;
   5. if you receive any SMSs or emails, questionnaires, surveys, or other links that require you to provide your login details, not providing your information and contacting our customer services team via 3S Money Club Client Portal;
   6. ensuring that the e-mail account(s) you use to communicate with us are secure and only accessed by you;
   7. if at any time you think that your login details have been lost, stolen or any other person knows your login details or anyone has access to your e-mail account or Mobile you use to communicate with us, informing customer services immediately.
3. All 3S Money Club Transactions are processed by automated methods, and anyone who obtains access credentials to the 3S Money Club Client Portal could use it to enter into 3S Money Club Transactions without your permission. If you notice misuse, theft or unauthorised use of your 3S Money Club Client Portal or any other activity that makes you suspicious, you must contact us by email: [email protected] If you suspect identity theft or theft of Electronic Money, we suggest that you contact your local police as well.

14. RESTRICTIONS ON THE USE OF THE 3S MONEY CLUB SERVICES

1. Where possible, 3S Money Club will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.
2. If 3S Money Club, in its sole discretion, believes that you may have breached the provision of this Clause, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:
   1. closing, suspending, or limiting your access to your 3S Money Club Electronic Money Account or any or all of the 3S Money Club Services;
   2. contacting other Users who have transacted with you; contacting your bank or credit card issuer; and/or warning other Users, law enforcement, or impacted third parties of your actions;
   3. updating inaccurate Information, you have provided to us;
   4. taking legal action against you;
   5. terminating these Terms or access to the Website;
   6. fully or partially reversing a 3S Money Club Transaction; and/or
   7. blocking your access to your 3S Money Club Electronic Money Account and/or 3S Money Club Client Portal temporarily or permanently.
3. We reserve the right to refuse to perform a 3S Money Club Transaction directly or indirectly associated with any Restricted Country.
4. We reserve the right to refuse to perform a 3S Money Club Transaction directly or indirectly associated with a Designated Person or in the event that we consider that doing so would or might give rise to a risk of 3S Money Club or any other person violating any sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law. 
   1. In the event that you are or become a Designated Person any accounts that you hold with us will immediately be frozen in accordance with applicable sanctions laws and/or regulations and a report will be made to the relevant sanctions enforcement authority, which in the UK is the UK Office of Financial Sanctions Implementation ("OFSI").
5. You must ensure that you only enter into 3S Money Club Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a 3S Money Club Transaction is not an indication of the legality of the supply or provision of the goods and services.
6. It is not permitted to:
   1. use the 3S Money Club Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. 3S Money Club will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator to the extent required by applicable law or rules of the relevant law enforcement agency or regulator;p>
   2. use the 3S Money Club Services in breach of any applicable law, including but not limited to any laws, regulations, governmental orders, directives, rules, licences or requirements of the European Union, the United Kingdom, the United States of America, or any other country with jurisdiction over 3S Money Club Transactions and/or 3S Club Money Services relating to sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law;
   3. use 3S Money Services in a way which would result in an economic benefit to a Designated Person or in any way which we consider would or might give rise to a risk of 3S Money Club or any other person violating any sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law;
   4. use 3S Money services to, directly or indirectly, contribute or provide funds, goods, services by, to, or for the benefit of a Designated Person or in any way which we consider would or might give rise to a risk of 3S Money Club or any other person violating any sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law;
   5. use the 3S Money Club Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
   6. breach these Terms or any other agreement or policy that you have agreed with 3S Money Club;
   7. create more than one 3S Money Club Account without our prior written consent;
   8. use the 3S Money Club Services to violate any law, statute, ordinance, or regulation;
   9. use the 3S Money Club Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;
   10. use the 3S Money Club Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, political or religious organisations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;
   11. infringe 3S Money Club’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   12. act in a manner that is defamatory, libelous, threatening or harassing when using the 3S Money Club Services;
   13. provide us with false, inaccurate or misleading information;
   14. use the 3S Money Club Services to engage in debt-collection activities;
   15. instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;
   16. attempt to intentionally or knowingly receive or attempt to receive funds from both 3S Money Club and a merchant for the same 3S Money Club Transaction;
   17. control a 3S Money Club Account that is linked to another 3S Money Club Account that has engaged in any of these Restricted Activities;
   18. conduct your business or use the 3S Money Club Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to 3S Money Club, other Users, third parties or you;
   19. allow any of the currencies in your 3S Money Club Electronic Money Account to have a negative balance or have a minimum balance applicable to your account;
   20. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the 3S Money Club Services;
   21. take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
   22. circumvent any 3S Money Club policy or determinations about your 3S Money Club Electronic Money Account including, but not limited to, attempting to create a new or additional 3S Money Club Account when a 3S Money Club Electronic Money Account has a negative balance or a balance below the minimum balance applicable to such account or has been restricted, suspended or otherwise limited; creating new or additional 3S Money Club Electronic Money Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s 3S Money Club Electronic Money Account;
   23. harass our employees, agents, or other Users;
   24. refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
   25. use the 3S Money Club Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law;
   26. use the 3S Money Club Services to trade FX for speculative purposes or for FX arbitrage;
   27. refuse or fail to provide further information about you or your business activities that we may reasonably request;
   28. conduct your business or use the 3S Money Club Services in a manner that leads us to receive a disproportionate number of claims or chargebacks; or
   29. have a credit score provided by a third-party provider, of 3S Money Club’s choosing which indicates a higher level of risk, associated with your use of the 3S Money Club Services.

15. 3S MONEY CLUB TRANSACTION LIMITS

1. We reserve the right to impose at our sole discretion limits on 3S Money Club Transactions, based on criteria determined by us which do not not have to be disclosed.

16. SUSPENDING YOUR USE OF THE 3S MONEY CLUB SERVICES

1. We reserve the right to change, suspend or discontinue any aspect of the 3S Money Club Services at any time, including hours of operation or availability of the 3S Money Club Services or any 3S Money Club Services feature, without notice and without liability.

17. OUR RIGHT TO SET-OFF

1. On the happening of any event which entitles us to be compensated by you (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers), we shall be entitled to recover any sum due to us by retaining part or all of any sum that you have lodged with us under any 3S Money Club Transaction or otherwise. You shall have no similar right of set-off. For the avoidance of doubt, this includes if one of the currency balances in your 3S Money Club Electronic Money Account shows that you owe us an amount of funds for any reason or has a negative balance, 3S Money Club may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your 3S Money Club Electronic Money Account, or money you attempt to withdraw or send from your 3S Money Club Electronic Money Account, or in a different 3S Money Club Electronic Money Account which you control and by deducting funds from any withdrawals you attempt to make.
2. If the amount owed to us is in a currency which is different to the money or Electronic Money you hold with us, we shall convert the amount you hold with us to the currency of the amount you owe us by applying our Exchange Rates. We do not need to notify you of this conversion occurring.

18. OUR LIABILITY. GENERAL LIABILITY

1. Except where you have acted fraudulently, you will not be liable for any losses incurred in respect of a 3S Money Club Bank Transfer which was not authorised by you which occurs after you have notified us, without undue delay, on becoming aware of the loss, theft, misappropriation or unauthorised use of the 3S Money Club Client Portal.
2. We shall not be liable for non-execution or defective execution in relation to a 3S Money Club Bank Transfer we have made in accordance with a unique identifier given to us by you which proves to be incorrect. However, we shall make reasonable efforts to recover funds involved in that transaction and may charge you for doing so, including passing on to you charges made by intermediary banks and/or the payee’s bank for their assistance in the tracing process.
3. We are not liable to you for the correct execution of a 3S Money Club Bank Transfer, if we can prove to you (and where relevant, to any payee’s payment services provider) that the payee’s payment services provider received the payment within the appropriate time period. We will however, upon your request, make efforts to trace any non-executed or defectively executed payment transactions or any 3S Money Club Bank Transfers which were correctly executed to an account which is deemed fraudulent and notify you of any outcome involving our search.
4. Please note any restriction on your liability in relation to an unauthorised or incorrectly executed payment transactions set out in the Payment Services Regulations 2017 does not apply to losses in relation to Electronic Money Exchanges or Monetary Exchanges.
5. We shall not be liable to you for any:
   1. delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or
   2. losses as a result of a requirement imposed on us by the Payment Services Regulations 2017 or the Electronic Money Regulations 2011 or our obligations under the laws of any EEA state or other jurisdiction.
6. You are responsible for all liabilities, financial or otherwise, incurred by 3S Money Club, a 3S Money Club User, or a third party caused by or arising out of your breach of these Terms, your use of the 3S Money Club Services, and any use of your 3S Money Club Account. You agree to reimburse 3S Money Club, a 3S Money Club User, or a third party for any and all such liability, to the extent not prohibited by applicable law.
7. You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your 3S Money Club Account at any time, irrespective of termination, suspension or closure.
8. You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the 3S Money Club Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfilment of all tax obligations independently. 3S Money Club shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.
9. You agree to defend, reimburse or compensate us (known in legal terms to “indemnify”) and hold 3S Money Club, our third party providers, our employees or agents who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your breach of these Terms, breach of any law and/or use of the 3S Money Club Services.
10. Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud or fraudulent misrepresentation or for any liability that cannot be excluded or amended by law.
11. In no event shall 3S Money Club be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the 3S Money Club Services, howsoever arising.
12. To the extent permitted by applicable law, 3S Money Club is not liable, and you agree not to hold it responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
    1. your inability to use the 3S Money Club Services for whatever reason;
    2. delays or disruptions in the 3S Money Club Services;
    3. viruses or other malicious software obtained by accessing the Website or any associated site or service;
    4. glitches, bugs, errors, or inaccuracies of any kind in the 3S Money Club Services;
    5. the content, actions, or inactions of third parties;
    6. a suspension or other action taken with respect to your 3S Money Club Account;
    7. your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or 3S Money Club’s policies;
    8. illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data.

19. WITHDRAWING FUNDS

1. You may withdraw funds from your 3S Money Club Electronic Money Account by entering into a 3S Money Club Bank Transfer and choosing a User Bank Account as the Counterparty Bank Account or by using any other available method on the 3S Money Club Client Portal or otherwise notified to you from time to time.
2. 3S Money Club is not responsible for the withdrawal payment once the funds are received by your payment service provider as 3S Money Club is the payer and not the payment service provider for withdrawals.

20. CLOSING YOUR ACCOUNT

1. Your 3S Money Club Account will be closed at the end of the term of this agreement in accordance with Clause 3.1 or upon termination of these Terms in accordance with Clause 26 (Amendments to these Terms) and Clause 29 (Termination). You accept that after your 3S Money Club Account has been closed, 3S Money Club will store personal data about you and your 3S Money Club Transactions for a period of six years.
2. If your 3S Money Club Electronic Money Account holds a balance at the time of its closure, we may ask you to withdraw your funds within a reasonable period of time, during which your 3S Money Club Electronic Money Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your 3S Money Club Electronic Money Account but you may withdraw any remaining funds for a period of six years from the date of closure of your 3S Money Club Account by contacting customer service and requesting that the funds be sent to you by returning the funds by either a card refund or bank transfer. When your 3S Money Club Account is closed, any pending instructions will be cancelled. In the event that your 3S Money Club Account is closed less than six months following its funding date, the early account closing fee will be charged in the amount by which the aggregate monthly fees that would be payable for the first six months of the account operation exceed the amount of monthly fees actually paid by you prior to the closing of the account.
3. You may not close your 3S Money Club Account to evade an investigation. If you attempt to close your 3S Money Club Account while 3S Money Club is conducting an investigation, it may freeze the account to protect all parties to the 3S Money Club Services, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your 3S Money Club Account even after it is closed.

21. NOTICE AND COMMUNICATIONS

1. You agree and consent to electronic receipt of all Communications that we provide in connection with the 3S Money Club Services. We will provide Communications to you by making them available on the 3S Money Club Client Portal or by emailing them to you at the primary email address listed in your 3S Money Club Account Profile.
2. It is your responsibility to ensure that you log onto the 3S Money Club Client Portal regularly and regularly review the 3S Money Club Client Portal, the Website and your primary email address and open and review communications that we deliver to you through those means. You are obligated to review your notices and 3S Money Club Transaction History, and to promptly report any questions, apparent errors, or unauthorised 3S Money Club Transactions. Failure to contact us in a timely manner may result in loss of funds or important rights.
3. We may contact you from time to time to notify you of changes or information regarding your 3S Money Club Account. It is your responsibility to ensure you regularly check the 3S Money Club Client Portal and that your contact information stored on your profile in the 3S Money Club Client Portal is up to date. You may contact us in accordance with these Terms via the chat function on the 3S Money Club Client Portal.

22. DATA

1. The processing of your data is governed by these Terms, any applicable Supplements as well as our Privacy and Cookie Policies.
2. 3S Money Club reserves the right to transmit the Information or personal data about you as well as activity in your Account to law enforcement institutions, state authorities and financial institutions, if such is necessary to comply with relevant legislation, and in order to identify whether these Terms and relevant legislation have not been violated.
3. By providing 3S Money Club with a telephone number (including a mobile telephone number), you agree to receive autodialled and pre-recorded message calls at that number. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at 3S Money Club Account opening, adding a telephone number to your profile on your 3S Money Club Client Portal at a later time, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number, for service-related matters. We will not share your phone number with non-affiliated third parties for their purposes without your consent and we will never market, advertise, or solicit you using autodialling or pre-recorded messages, but we may share your phone numbers with our affiliates or with other service providers, such as billing or collections companies, who may contact you using autodialled or pre-recorded message calls or text messages.
4. You understand and agree that 3S Money Club may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with 3S Money Club or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with 3S Money Club may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by 3S Money Club, and 3S Money Club does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
5. You agree that we can use your Information in connection with your 3S Money Club Account, to enable us to review, develop and improve our products and services. This may involve providing your Information to our partners, affiliates, agents, distributors and suppliers to process 3S Money Club Transactions and for their statistical research and analytical purposes. We may also disclose your Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.
6. You understand and agree that we may collect information about how you and other 3S Money Club Users interact with the 3S Money Club Services. We collect transaction details related to your use of the 3S Money Club Services, including the type of service requested, date and time the service was provided, amount charged and other related transaction details.

23. INTELLECTUAL PROPERTY

1. The 3S Money Club Client Portal and the Website and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). 3S Money Club’s intellectual property include "3S.Money” and all logos related to the 3S Money Club Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of 3S Money Club. You may not copy, imitate, or use them without our prior written consent.
2. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
3. Nothing in these Terms grants you any legal rights in the 3S Money Club Client Portal and/or the Website, other than as necessary to enable you to access the 3S Money Club Client Portal. You agree not to adjust or try to circumvent or delete any notices contained on the 3S Money Club Client Portal (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the 3S Money Club Client Portal.

24. REQUESTING INFORMATION

1. You may request, at any time during the extent of these Terms, a copy of these Terms and any of the information set out in the Schedule 4 of the Payment Services Regulations 2017.

25. CUSTOMER SUPPORT AND COMPLAINTS

1. We take all complaints seriously. Any complaints about us or the services we provide should be addressed to [email protected] You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. Our complaints procedure sets out the process for submitting and resolving any complaints. You may request a copy of our complaints procedure at any time by contacting customer service.
2. A final response to your complaint, or a letter explaining why the final response has not been completed, will be sent to you within 15 par values of your complaint having being made, and in exceptional circumstances, within 35 Business Days (and we will let you know if this is the case). Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.
3. If after having received our final response you are still unhappy or not satisfied, you may, if your complaint falls with the Financial Ombudsman’s Jurisdiction, be able to take your complaint to the Financial Ombudsman Service (FOS) details of which are available on the following link: https://www.financial-ombudsman.org.uk/faqs. You can also call the FOS on 0800 023 4567 (free for most people ringing from a fixed line) or 0300 123 9123 (cheaper for those calling using a mobile) or 44 20 7964 0500 (if calling from abroad) or write to: The Financial Ombudsman Service, Exchange Tower, London E14 9SR Email: [email protected]

26. AMENDMENTS TO THESE TERMS

1. These Terms may be amended unilaterally by us, by providing you with two months’ notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us to the contrary. If you do notify us to the contrary, your notification will be deemed to be a notice that you wish to close your 3S Money Club Account and terminate these Terms on the date upon which the changes are to take effect.
2. Where an amendment to the Terms is required by law or relates to the addition of a new service, extra functionality to the existing Service, a reduction in the cost of the Services or any other change which neither reduces your rights nor increases your responsibilities, the amendment may be made without prior notice to you and shall be effective immediately.

27. FEES

1. The fees we charge for the 3S Money Club Services are set out in the separate Fees and Pricing Section to these Terms. We will provide you with notice of any changes to the Fees and Pricing Section in accordance with these Terms. It is your responsibility to stay informed and review these changes once we have provided you notice of a change to our fees.
2. The fees we charge for any other transactional fees are clearly shown on the 3S Money Club Client Portal prior to you completing an action and accepted by you or a User.
3. We shall deduct the fees that you owe us from the GBP currency balance in your 3S Money Club Electronic Money Account. If there is not enough GBP balance in your 3S Money Club Electronic Money Account, we shall deduct the equivalent fees from a different currency balance(s) using our Exchange Rates. We reserve the right to suspend your access to your 3S Money Club Services if we are not paid any monies owing to use by you on time.

28. NO WARRANTY

1. The 3S Money Club Services are provided on an "as is," "as available" basis and without any representation or warranty, whether express, implied or statutory. 3S Money Club, and the officers, directors, agents, joint venturers, employees and suppliers of 3S Money Club, make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by the 3S Money Club Services used on or accessed through the 3S Money Club Services, or for any breach of security associated with the transmission of sensitive information through the 3S Money Club Services.
2. 3S Money Club does not warrant that the 3S Money Club Services will be uninterrupted or error free. 3S Money Club shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of 3S Money Club Transactions or the 3S Money Club Services.
3. 3S Money Club does not have any control over the products or services that are paid for using the 3S Money Club Services.
4. 3S Money Club is not responsible for the quality, performance, or any consequential results of the products and/or services purchased using the 3S Money Club Services.

29. TERMINATION

1. 3S Money Club, in its sole discretion, may terminate these Terms at any time, by giving you two months’ notice. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.
2. You may terminate these terms at any time by providing us with one month’s notice, such notice to be provided through 3S Money Club Client Portal.
3. Without prejudice to any rights that have accrued under these Terms, or any party’s other rights or remedies, either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   2. the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
   3. the other party is subject to a bankruptcy, insolvency, winding up or other similar event; and/or
   4. the result of laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from these Terms.
4. Without prejudice to any rights that have accrued under these Terms or any of the party’s rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:
   1. we are unable to verify your information in the manner set out in these Terms;
   2. you die;
   3. you are or become a Designated Person;
   4. we have reason to believe that your use of the 3S Money Club Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the 3S Money Club Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
   5. there is a significant fluctuation (either positive or negative) in the aggregate number of 3S Money Club Transactions you enter into;
   6. you have acted or omitted to act in any way which we reasonably determine to diminish 3S Money Club's business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
   7. we are unable to provide the 3S Money Club Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the 3S Money Club Services to you.
5. Other actions we may take. If you have breached the terms of these Terms (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate these Terms, or we may: suspend your use of the 3S Money Club Services (in whole or in part) in which case we will not treat any order for a 3S Money Club Transaction that you may wish to make as being received by us; report any 3S Money Club Transaction or any other relevant information about you and your use of the 3S Money Club Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or if appropriate, seek damages from you.
6. Termination of these Terms requires the closing of your 3S Money Club Electronic Money Account in accordance with Clause 20. 3S Money Club will deal with your remaining balance in accordance with these Terms.
7. Any terms which by their nature should survive, will survive the termination of these Terms.

30. MISCELLANEOUS

1. In order to use other functions of the 3S Money Club Services, you may be requested to accept other terms and conditions, either with 3S Money Club or with a third party.
2. To be eligible to use the 3S Money Club Services, you must:
   1. be nominated to become a Member of 3S Money Club by a person authorized by us;
   2. pass our regulatory due diligence checks;
   3. not be in breach of these Terms; and
   4. not have had any previous 3S Money Club Account closed by us.
3. These Terms shall be governed by the laws of England & Wales and any claim or dispute under these Terms shall be subject to the non-exclusive jurisdiction of the Courts of England & Wales. For the avoidance of doubt these Terms do not include any alternative dispute resolution procedures as a means of disputing or issuing any claims in relation to these Terms.
4. These Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms or any 3S Money Club Transactions under the Contract (Rights of Third Parties) Act 1999 or otherwise.
5. The Electronic Money in your 3S Money Club Electronic Money Account belongs to the person or legal entity which is registered as the 3S Money Club Account holder. We recognise only the rights of the holder of the 3S Money Club Account. You cannot assign or transfer legal ownership of the 3S Money Club Electronic Money Account to anyone.
6. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your 3S Money Club Transactions, or for collecting, reporting or remitting any taxes arising from any 3S Money Club Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the 3S Money Club Services, including without limitation, the reporting and payment of any taxes arising in connection with 3S Money Club Transactions made through the 3S Money Club Services.
7. If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.
8. You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your 3S Money Club Electronic Money Account without 3S Money Club’s prior written consent. 3S Money Club reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.
9. We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.
10. 3S Money Club has the right to change any of its third-party service providers, with or without notice.
11. 3S Money Club reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
12. Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
13. We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via the 3S Money Club Client Portal or the Website, but we will not and do not provide advice to you either upon the merits of a proposed Transaction or upon any other matter. Before entering into any 3S Money Club Transaction you must make your and their own independent assessment as to whether it is appropriate to enter into a 3S Money Club Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every 3S Money Club Transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such 3S Money Club Transaction. Foreign currency exchange rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates.
14. Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
15. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
16. The Schedules form part of these Terms and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
17. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
18. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
19. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
20. These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
21. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
22. A reference to writing or written includes email.
23. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
24. These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.
25. Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
26. A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
27. References to Clauses and Schedules are to the Clauses and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.
28. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
29. Supplements to these Terms are an integral part of these Terms, under which you and 3S Money Club agree on usage of specific services as defined in the Supplements.
30. The definitions set out Schedule 1 apply to these Terms.

1. THESE TERMS AS A FRAMEWORK AGREEMENT

1. These Terms constitute a framework agreement which sets out the terms of:
   1. you and us entering into 3S Money Club Transaction(s); and
   2. the use of the 3S Money Club Client Portal and other 3S Money Club Services.
2. Before you can enter into 3S Money Club Transactions and benefit from the 3S Money Club Services with us you are required to:
   1. read these Terms and tick the box confirming the accuracy of the information provided and your agreement with these Terms; and
   2. provide us with such documentation, photographs, and information as we may reasonably request to comply with our regulatory obligations.
   3. These Terms incorporate the Website Terms, the Cookie Policy, the Privacy Policy, and the Website Acceptable Use Policy. By accepting these Terms, you are deemed to have accepted the terms and conditions of our third-party service providers.
   4. Once you have completed the above and you have passed our internal checks, we shall make the 3S Money Club Client Portal available to you.
   5. You confirm that you have provided the correct Information during the process of creating a 3S Money Club Account. You undertake that, if your details change, you will notify us immediately. You shall bear any losses that occur due to the submission of invalid, incorrect, or inaccurate Information.

2. REGULATORY INFORMATION

1. These Terms are between you (the "User", "you" or "your") and 3S Money Club Limited. ("3S Money Club", "we", "us" or "our"). 3S Money Club (DIFC Branch) is a branch registered in the Dubai International Financial Centre ("DIFC") with registration number CL5587. Our registered address is Central Park Towers, 20-54, level 22, DIFC, UAE. We are a branch of 3S Money Club Limited, a company incorporated on England and Wales and regulated by the United Kingdom Financial Conduct Authority. Our email address is: [email protected]
2. We are regulated by the Dubai Financial Services Authority ("DFSA") to provide the Financial Services of: "Providing Money Services".
3. We are required to classify you as either a Retail or a Professional Client, as per the DFSA relevant classifications. By default, you will be classified as a Retail Investor. If you wish to be classified as a Professional Investor, then you will need to notify us in writing and we will discuss the additional steps we need to undertake. Please be advised that a higher level of protection is available to Retail Investors and that these will be removed once classified as a Professional Investor.

3. COMMENCEMENT, TERM AND YOUR 3S MONEY ACCOUNT

1. These Terms shall commence on the day that 3S Money Club confirm to you via e-mail and/or 3S Money Club Client Portal that your 3S Money Club Account has been approved and shall continue until terminated in accordance with Clause 29 (Termination).
2. Your 3S Money Club Client Money Account is a payments account which enables you to send and receive electronic payments, which 3S Money Club has issued to you at par value in exchange for receiving money from you or on your behalf. The Client Money in your 3S Money Club Client Money Account may be used by you to enter into 3S Money Club Transactions via the Client Portal.
3. You may be required to provide supplemental information to us to be able to use all the functionality available.
4. When we hold Client Money for you, such Client Money is subject to protection conferred by the DFSA's Client Money provisions, and as a consequence: (i) The funds corresponding to Client Money will be held in one or more segregated bank accounts separately from our own funds; and (ii) in the event of our insolvency, winding up or other distribution event stipulated by the DFSA, Client Money will be subject to the DFSA's Client Money Distribution Rules.
   Your Client Money may be held in a jurisdiction outside of the DIFC, where the market practices, the insolvency and legal regime may differ from the regime appliable in the DIFC. Holding the funds corresponding to the Client Money is not the same as a Bank holding money for you in that: (a) We cannot and will not use the funds to invest or lend to other persons or entities and (b) Your Client Money will not accrue interest. The funds corresponding to Client Money will be held in one or more segregated bank accounts separately from our own funds.
5. You are able to store multiple currencies in your 3S Money Club Client Money Account. These currencies are subject to change from time to time.
6. We may stop your access to the 3S Money Club Client Portal on reasonable grounds relating to:
   1. the security of the 3S Money Club Client Portal;
   2. the suspected unauthorised and/or fraudulent use of the 3S Money Club Client Portal; or
   3. your use of the 3S Money Club Portal being in breach of any applicable sanction, anti-money laundering or counter terrorist financing legislation or any other applicable law.
7. If we do stop your access in such instances, we will inform you via email and/or 3S Money Club Client Portal and direct you to our customer services team.

4. THE 3S MONEY CLUB CLIENT PORTAL

1. The 3S Money Club Client Portal is our portal where you can, among other things:
   1. perform Top-Ups and 3S Money Club Bank Transfers;
   2. change your account details and verify your identity with us;
   3. view your 3S Money Club Transaction History;
   4. view the balance and currency of the Client Money you hold in your 3S Money Club Client Money Account.
   5. You may access the 3S Money Club Client Portal via web-portal at:https://clientportal.3s.money/

5. VERIFICATION OF IDENTITY

1. You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your 3S Money Club Account, to identify or authenticate your identity or validate your funding sources or 3S Money Club Transactions. This will also include verifying the identity of any of your directors, partners and/or ultimate beneficial owners. 3S Money Club Client Portal Users may be required to provide supplemental information to us that will allow 3S Money Club to reasonably identify you, including verification of your information against third party databases or through other sources.
2. We reserve the right to close, suspend, or limit access to your 3S Money Club Client Money Account and/or the 3S Money Club Services in the event we are unable to obtain, verify such Information or you do not comply with our requests under 5.1 of these Terms.
3. We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. Some of the searches which we or a third party may perform, such as a credit check, may leave a soft footprint on your credit history. This will not affect your credit rating. By entering into these Terms, you confirm that you (and all your directors and ultimate beneficial owners) consent to us or a third party on our behalf carrying out such verifications.
4. You must ensure the information on your 3S Money Club Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We shall not be liable for any losses arising out of your failure to maintain up to date information.

6. TOP-UPS TO YOUR 3S MONEY CLUB CLIENT MONEY ACCOUNT

1. In order to Top-Up the Client Money in your 3S Money Club Client Money Account, you will need to perform a Top-Up via a User Bank Transfer or via a Third Party Bank Transfer or any other method we make available to you from time to time.
2. On receipt of the amount sent via User Bank Transfer or a Third Party Bank Transfer and such amount becoming available to us, we will issue the corresponding value of Client Money to your 3S Money Club Client Money Account.
3. We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of money you can receive through the 3S Money Club Services. In order to lift your receiving limit, you must provide us with any supplemental information we request.

7. 3S MONEY CLUB TRANSACTIONS

1. The following are "3S Money Club Client Portal Transactions":
   1. "Client Money Exchange" means using Client Money in one currency to purchase Client Money in another currency using our Exchange Rates; and
   2. "3S Money Club Bank Transfer" – this means us redeeming Client Money from your 3S Money Club Client Money Account, with or without an associated Monetary Exchange taking place, and transferring the equivalent amount of money to the Counterparty Bank Account.
   3. 3S Money Club may refuse to enter into a 3S Money Club Transaction with you at any time and for any reason.
   4. 3S Money Club provides contemporaneous virtual receipts for successful 3S Money Club Transactions.

8. EXCHANGE ELECTRONIC MONEY

1. You can exchange Client Money in your 3S Money Club Client Money Account to Client Money in another currency by using the exchange function on the 3S Money Club Client Portal. The currencies of Client Money which you are able to purchase and store in your 3S Money Club Client Money Account are limited to those set out on the 3S Money Club Client Portal and are subject to change from time to time without us being required to provide you with notice.
2. You will be informed, on the 3S Money Club Client Portal, prior to sending your request to enter into the Client Money Exchange (where "Client Money Exchange" means using Client Money in one currency to purchase Client Money in another currency using our Exchange Rates), of:
   1. the amount of Client Money you will use to purchase the amount of Client Money in your required currency;
   2. the amount and currency of the Client Money you wish to purchase; and
   3. the exchange rate of the Client Money Exchange.
3. In order to submit the request to enter into the Client Money Exchange, you will need to confirm the details which have been entered by clicking the exchange button on the relevant part of the 3S Money Club Client Portal. By entering into these Terms, you accept sole responsibility for entering into the Client Money Exchange. 3S Money Club will not be responsible for any losses you incur as a result of you using this function.
4. The request to enter into an Client Money Exchange will be accepted when we confirm to you that the Client Money Exchange has been entered into, on the 3S Money Club Client Portal.
5. Please refer to the Fees and Pricing Section for more information. It is your responsibility to stay informed of any changes to the limits and fees applied to any exchanges.

9. 3S MONEY CLUB BANK TRANSFER AND MONETARY EXCHANGE

1. You can make a request to enter into a 3S Money Club Bank Transfer by logging onto the 3S Money Club Client Portal and following the on-screen instructions. You will need to enter the Counterparty Bank Account details. It is your responsibility to make sure that the details of the Counterparty and the Counterparty Bank Account (the 'unique identifiers') are entered correctly. Any error in information may result in the 3S Money Club Bank Transfer being unsuccessful or delayed. We shall not be liable for any losses you incur from entering incorrect Counterparty Bank Account details.
2. You will be informed on the 3S Money Club Client Portal, prior to confirming your request to enter into the 3S Money Club Bank Transfer, of:
   1. the details of the Counterparty Bank Account;
   2. the amount and currency of money you wish to send to the Counterparty; and
   3. the fees for the 3S Money Club Bank Transfer (if any).
3. In order to submit the request to enter into the 3S Money Club Bank Transfer, you will need to confirm the details which have been entered by responding to a push notification sent to your Mobile by our two-factor authentication system.
4. Where the Payment is denominated in:
   1. Sterling or Euro, we shall ensure that the amount of the 3S Money Club Bank Transfer is credited to the Counterparty's payment service provider's account by the end of the Business Day following that on which your request to enter into the 3S Money Club Bank Transfer was deemed to have been received;
   2. a currency other than Euro or Sterling but the account of the Counterparty's payment service provider is located within the European Economic Area ('EEA'), we shall ensure that the amount of the 3S Money Club Bank Transfer is credited to that account by the end of the fourth Business Day following that on which request to enter into the 3S Money Club Bank Transfer was deemed to have been received; and
   3. a currency other than Euro or Sterling and the account of the Counterparty's payment service provider is located outside the EEA, we shall endeavor to ensure that we action the 3S Money Club Bank Transfer as soon as is reasonably practicable.
5. If the currency of the Counterparty Bank Account (in accordance with the information provided by you on the 3S Money Club Client Portal) is different to the currency of the Client Money you are using to enter into the 3S Money Club Bank Transfer, then as part of the 3S Money Club Bank Transfer we shall perform a Monetary Exchange to the appropriate currency prior to sending the money to the Counterparty Bank Account. In this event, you will be informed of the Exchange Rate for the Monetary Exchange prior to confirming the 3S Money Club Bank Transfer.
6. Except where provided otherwise under applicable law, you may not revoke your request to enter into the 3S Money Club Bank Transfer.
7. Once the 3S Money Club Bank Transfer has been completed, you will be able to view the completed 3S Money Club Bank Transfer on the 3S Money Club Transaction History part of the 3S Money Club Client Portal.
8. If, for whatever reason, the funds are not deposited in the Counterparty Bank Account and are returned to 3S Money Club, they will be converted into the currency of the Client Money they were originally withdrawn from. Due to the difference in price for purchasing and selling currencies and/or fluctuations in currency exchange rates, the amount of Client Money you receive back into your 3S Money Club Client Money Account may be more or less than what was originally redeemed to perform the 3S Money Club Bank Transfer. 3S Money Club is not liable for any losses you incur in this respect.

10. RECEIVE CLIENT MONEY

1. If you receive Client Money into your 3S Money Club Client Money Account, we will display the payment in your 3S Money Club Transaction History.

11. EXCHANGE RATES

1. We will use the Exchange Rates set out in the Fees and Pricing Section, where we can, however you will be informed of the exact Exchange Rate for each 3S Money Club Transaction prior to your entry into the same. It is your responsibility to ensure that you are happy with the Exchange Rate we offer you, prior to entering into each 3S Money Club Transaction. In addition, our live exchange rates are available on the 3S Money Club Client Portal.

12. YOUR BALANCE AND NEGATIVE BALANCES

1. You acknowledge that balances and available funds reported on the 3S Money Club Client Portal are only approximate real time balances rather than the settled balances in your 3S Money Club Client Money Account. A real time balance may not take into account pending debits and credits. 3S Money Club will provide you with information on pending debits and credits as soon as it has that information.
2. If for any reason (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers) you have a balance in your 3S Money Club Client Money Account which is below the minimum balance applicable (as communicated by us to you) to your 3S Money Club Client Money Account, you agree to immediately Top-Up the required amount to correct the negative balance, such amounts being due without the need for previous notification. If you fail to do so:
   1. we may exercise our right of set-off in accordance with Clause 17 (Our Right to Set-Off) of these Terms;
   2. initiate a chargeback procedure for any specific transaction which led to your 3S Money Club Client Money Account having a negative balance;
   3. take debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.

13. SECURITY

1. You must ensure that you take all reasonable steps to:
   1. ensure that your login details are kept safe and secure; and
   2. ensure that access to the 3S Money Club Client Portal is kept safe and secure.
2. The requirement in Clause 13.1 includes, but is not limited to, for the avoidance of doubt, you:
   1. logging out from 3S Money Club Client Portal every time you are not using it;
   2. keeping the Mobile you use to gain access to the 3S Money Club Client Portal safe and secure and locked with a secure password or other security mechanism;
   3. not writing down or telling anyone your login details;
   4. changing your password regularly;
   5. if you receive any SMSs or emails, questionnaires, surveys, or other links that require you to provide your login details, not providing your information and contacting our customer services team via 3S Money Club Client Portal;
   6. ensuring that the e-mail account(s) you use to communicate with us are secure and only accessed by you;
   7. if at any time you think that your login details have been lost, stolen or any other person knows your login details or anyone has access to your e-mail account or Mobile you use to communicate with us, informing customer services immediately.
3. All 3S Money Club Transactions are processed by automated methods, and anyone who obtains access credentials to the 3S Money Club Client Portal could use it to enter into 3S Money Club Transactions without your permission. If you notice misuse, theft or unauthorised use of your 3S Money Club Client Portal or any other activity that makes you suspicious, you must contact us by email: [email protected] If you suspect identity theft or theft of Client Money,we suggest that you contact your local police as well. In the event of an unauthorized or incorrectly executed 3S Money Club Transaction you will not be entitled to redress, unless you notify us without delay, and in any case within six months of the 3S Money Club Transaction in question. You will be liable in full should it be determined you acted fraudulently or with gross negligence.

14. RESTRICTIONS ON THE USE OF THE 3S MONEY CLUB SERVICES

1. Where possible, 3S Money Club will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.
2. If 3S Money Club, in its sole discretion, believes that you may have breached the provision of this Clause, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:
   1. closing, suspending, or limiting your access to your 3S Money Club Client Money Account or any or all of the 3S Money Club Services;
   2. contacting other Users who have transacted with you; contacting your bank or credit card issuer; and/or warning other Users, law enforcement, or impacted third parties of your actions;
   3. updating inaccurate Information, you have provided to us;
   4. taking legal action against you;
   5. terminating these Terms or access to the Website;
   6. fully or partially reversing a 3S Money Club Transaction; and/or
   7. blocking your access to your 3S Money Club Client Money Account and/or 3S Money Club Client Portal temporarily or permanently.

    

3. We reserve the right to refuse to perform a 3S Money Club Transaction directly or indirectly associated with any Restricted Country.
4. You must ensure that you only enter into 3S Money Club Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a 3S Money Club Transaction is not an indication of the legality of the supply or provision of the goods and services.
5. It is not permitted to:
   1. use the 3S Money Club Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. 3S Money Club will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
   2. use the 3S Money Club Services in breach of any applicable sanction, anti-money laundering or counter terrorist financing legislation or any other applicable law. use the 3S Money Club Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
   3. breach these Terms or any other agreement or policy that you have agreed with 3S Money Club;
   4. create more than one 3S Money Club Account without our prior written consent;
   5. use the 3S Money Club Services to violate any law, statute, ordinance, or regulation;
   6. use the 3S Money Club Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;
   7. use the 3S Money Club Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, political or religious organisations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;
   8. infringe 3S Money Club's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   9. act in a manner that is defamatory, libelous, threatening or harassing when using the 3S Money Club Services;
   10. provide us with false, inaccurate or misleading information;
   11. use the 3S Money Club Services to engage in debt-collection activities;
   12. instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;
   13. attempt to intentionally or knowingly receive or attempt to receive funds from both 3S Money Club and a merchant for the same 3S Money Club Transaction;
   14. control a 3S Money Club Account that is linked to another 3S Money Club Account that has engaged in any of these Restricted Activities;
   15. conduct your business or use the 3S Money Club Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to 3S Money Club, other Users, third parties or you;
   16. allow any of the currencies in your 3S Money Club Client Money Account to have a negative balance or have a minimum balance applicable to your account;
   17. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the 3S Money Club Services;
   18. take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
   19. circumvent any 3S Money Club policy or determinations about your 3S Money Club Client Money Account including, but not limited to, attempting to create a new or additional 3S Money Club Account when a 3S Money Club Client Money Account has a negative balance or a balance below the minimum balance applicable to such account or has been restricted, suspended or otherwise limited; creating new or additional 3S Money Club Client Money Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else's 3S Money Club Client Money Account;
   20. harass our employees, agents, or other Users;
   21. refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
   22. use the 3S Money Club Services in a manner that we believe may be a violation of any applicable Client payment network rules, card association or network rules, or applicable law;
   23. use the 3S Money Club Services to trade FX for speculative purposes or for FX arbitrage;
   24. refuse or fail to provide further information about you or your business activities that we may reasonably request;
   25. conduct your business or use the 3S Money Club Services in a manner that leads us to receive a disproportionate number of claims or chargebacks; or
   26. have a credit score provided by a third-party provider, of 3S Money Club's choosing which indicates a higher level of risk, associated with your use of the 3S Money Club Services.

15. 3S MONEY CLUB TRANSACTION LIMITS

1. We reserve the right to impose at our sole discretion limits on 3S Money Club Transactions, based on criteria determined by us which do not have to be disclosed.

16. SUSPENDING YOUR USE OF THE 3S MONEY CLUB SERVICES

1. We reserve the right to change, suspend or discontinue any aspect of the 3S Money Club Services at any time, including hours of operation or availability of the 3S Money Club Services or any 3S Money Club Services feature, without notice and without liability.

17. OUR RIGHT TO SET-OFF

1. On the happening of any event which entitles us to be compensated by you (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers), we shall be entitled to recover any sum due to us by retaining part or all of any sum that you have lodged with us under any 3S Money Club Transaction or otherwise. You shall have no similar right of set-off. For the avoidance of doubt, this includes if one of the currency balances in your 3S Money Club Client Money Account shows that you owe us an amount of funds for any reason or has a negative balance, 3S Money Club may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your 3S Money Club Client Money Account, or money you attempt to withdraw or send from your 3S Money Club Client Money Account, or in a different 3S Money Club Client Money Account which you control and by deducting funds from any withdrawals you attempt to make.
2. If the amount owed to us is in a currency which is different to the money or Client Money you hold with us, we shall convert the amount you hold with us to the currency of the amount you owe us by applying our Exchange Rates. We do not need to notify you of this conversion occurring.

18. OUR LIABILITY. GENERAL LIABILITY

1. Except where you have acted fraudulently, you will not be liable for any losses incurred in respect of a 3S Money Club Bank Transfer which was not authorised by you which occurs after you have notified us, without undue delay, on becoming aware of the loss, theft, misappropriation or unauthorised use of the 3S Money Club Client Portal.
2. We shall not be liable for non-execution or defective execution in relation to a 3S Money Club Bank Transfer we have made in accordance with a unique identifier given to us by you which proves to be incorrect. However, we shall make reasonable efforts to recover funds involved in that transaction and may charge you for doing so, including passing on to you charges made by intermediary banks and/or the payee's bank for their assistance in the tracing process.
3. We are not liable to you for the correct execution of a 3S Money Club Bank Transfer, if we can prove to you (and where relevant, to any payee's payment services provider) that the payee's payment services provider received the payment within the appropriate time period. We will however, upon your request, make efforts to trace any non-executed or defectively executed payment transactions or any 3S Money Club Bank Transfers which were correctly executed to an account which is deemed fraudulent and notify you of any outcome involving our search.
4. [intentionally omitted].
5. We shall not be liable to you for any:
   1. delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or Client transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or
   2. losses as a result of a requirement imposed on us by an applicable regulation from another jurisdiction.

    

6. You are responsible for all liabilities, financial or otherwise, incurred by 3S Money Club, a 3S Money Club User, or a third party caused by or arising out of your breach of these Terms, your use of the 3S Money Club Services, and any use of your 3S Money Club Account. You agree to reimburse 3S Money Club, a 3S Money Club User, or a third party for any and all such liability, to the extent not prohibited by applicable law.
7. You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your 3S Money Club Account at any time, irrespective of termination, suspension or closure.
8. You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the 3S Money Club Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfilment of all tax obligations independently. 3S Money Club shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.
9. You agree to defend, reimburse or compensate us (known in legal terms to "indemnify") and hold 3S Money Club, our third party providers, our employees or agents who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your breach of these Terms, breach of any law and/or use of the 3S Money Club Services.
10. Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud or fraudulent misrepresentation or for any liability that cannot be excluded or amended by law.
11. In no event shall 3S Money Club be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the 3S Money Club Services, howsoever arising.
12. To the extent permitted by applicable law, 3S Money Club is not liable, and you agree not to hold it responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
    1. your inability to use the 3S Money Club Services for whatever reason;
    2. delays or disruptions in the 3S Money Club Services;
    3. viruses or other malicious software obtained by accessing the Website or any associated site or service;
    4. glitches, bugs, errors, or inaccuracies of any kind in the 3S Money Club Services;
    5. the content, actions, or inactions of third parties;
    6. a suspension or other action taken with respect to your 3S Money Club Account;
    7. your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or 3S Money Club's policies;
    8. illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data.

19. WITHDRAWING FUNDS

1. You may withdraw funds from your 3S Money Club Client Money Account by entering into a 3S Money Club Bank Transfer and choosing a User Bank Account as the Counterparty Bank Account or by using any other available method on the 3S Money Club Client Portal or otherwise notified to you from time to time.
2. 3S Money Club is not responsible for the withdrawal payment once the funds are received by your payment service provider as 3S Money Club is the payer and not the payment service provider for withdrawals.

20. CLOSING YOUR ACCOUNT

1. Your 3S Money Club Account will be closed at the end of the term of this agreement in accordance with Clause 3.1 or upon termination of these Terms in accordance with Clause 26 (Amendments to these Terms) and Clause 29 (Termination). You accept that after your 3S Money Club Account has been closed, 3S Money Club will store personal data about you and your 3S Money Club Transactions for a period of six years.
2. If your 3S Money Club Client Money Account holds a balance at the time of its closure, we may ask you to withdraw your funds within a reasonable period of time, during which your 3S Money Club Client Money Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your 3S Money Club Client Money Account but you may withdraw any remaining funds for a period of six years from the date of closure of your 3S Money Club Account by contacting customer service and requesting that the funds be sent to you by returning the funds by either a card refund or bank transfer. When your 3S Money Club Account is closed, any pending instructions will be cancelled. In the event that your 3S Money Club Account is closed less than six months following its funding date, the early account closing fee will be charged in the amount by which the aggregate monthly fees that would be payable for the first six months of the account operation exceed the amount of monthly fees actually paid by you prior to the closing of the account.
3. You may not close your 3S Money Club Account to evade an investigation. If you attempt to close your 3S Money Club Account while 3S Money Club is conducting an investigation, it may freeze the account to protect all parties to the 3S Money Club Services, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your 3S Money Club Account even after it is closed.

21. NOTICE AND COMMUNICATIONS

1. You agree and consent to receipt of all Communications that we provide in connection with the 3S Money Club Services. We will provide Communications to you by making them available on the 3S Money Club Client Portal or by emailing them to you at the primary email address listed in your 3S Money Club Account Profile.
2. It is your responsibility to ensure that you log onto the 3S Money Club Client Portal regularly and regularly review the 3S Money Club Client Portal, the Website and your primary email address and open and review communications that we deliver to you through those means. You are obligated to review your notices and 3S Money Club Transaction History, and to promptly report any questions, apparent errors, or unauthorised 3S Money Club Transactions. Failure to contact us in a timely manner may result in loss of funds or important rights.
3. We may contact you from time to time to notify you of changes or information regarding your 3S Money Club Account. It is your responsibility to ensure you regularly check the 3S Money Club Client Portal and that your contact information stored on your profile in the 3S Money Club Client Portal is up to date. You may contact us in accordance with these Terms via the chat function on the 3S Money Club Client Portal.

22. DATA

1. The processing of your data is governed by these Terms, any applicable Supplements as well as our Privacy and Cookie Policies.
2. 3S Money Club reserves the right to transmit the Information or personal data about you as well as activity in your Account to law enforcement institutions, state authorities and financial institutions, if such is necessary to comply with relevant legislation, and in order to identify whether these Terms and relevant legislation have not been violated.
3. By providing 3S Money Club with a telephone number (including a mobile telephone number), you agree to receive autodialled and pre-recorded message calls at that number. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at 3S Money Club Account opening, adding a telephone number to your profile on your 3S Money Club Client Portal at a later time, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number, for service-related matters. We will not share your phone number with non-affiliated third parties for their purposes without your consent and we will never market, advertise, or solicit you using autodialling or pre-recorded messages, but we may share your phone numbers with our affiliates or with other service providers, such as billing or collections companies, who may contact you using autodialled or pre-recorded message calls or text messages.
4. You understand and agree that 3S Money Club may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with 3S Money Club or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with 3S Money Club may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by 3S Money Club, and 3S Money Club does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
5. You agree that we can use your Information in connection with your 3S Money Club Account, to enable us to review, develop and improve our products and services. This may involve providing your Information to our partners, affiliates, agents, distributors and suppliers to process 3S Money Club Transactions and for their statistical research and analytical purposes. We may also disclose your Information as required by law, regulation or any competent authority or agency to investigate possible fraudulent, unlawful or unauthorised activity.
6. You understand and agree that we may collect information about how you and other 3S Money Club Users interact with the 3S Money Club Services. We collect transaction details related to your use of the 3S Money Club Services, including the type of service requested, date and time the service was provided, amount charged and other related transaction details.

23. INTELLECTUAL PROPERTY

1. The 3S Money Club Client Portal and the Website and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). 3S Money Club's intellectual property include "3S.Money" and all logos related to the 3S Money Club Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of 3S Money Club. You may not copy, imitate, or use them without our prior written consent.
2. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
3. Nothing in these Terms grants you any legal rights in the 3S Money Club Client Portal and/or the Website, other than as necessary to enable you to access the 3S Money Club Client Portal. You agree not to adjust or try to circumvent or delete any notices contained on the 3S Money Club Client Portal (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the 3S Money Club Client Portal.

24. REQUESTING INFORMATION

1. You may request, at any time during the extent of these Terms, a copy of these Terms.

25. CUSTOMER SUPPORT AND COMPLAINTS

1. We take all complaints seriously. Any complaints about us or the services we provide should be addressed to [email protected] You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. Our complaints procedure sets out the process for submitting and resolving any complaints. You may request and receive, free of charge a copy of our complaints procedure at any time by contacting customer service.
2. We will acknowledge your complaint within 7 Business Days. A final response to your complaint, or a letter explaining why the final response has not been completed, will be sent to you within 15 par values of your complaint having been made, and in exceptional circumstances, within 35 Business Days (and we will let you know if this is the case). Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.
3. If after having received our final response you are still unhappy or not satisfied, you may refer the matter to the independent complaints handling service, by contacting DIFC Small Claims Tribunal. We shall pay the costs associated with this, unless you are unsuccessful in your complaint.

25. AMENDMENTS TO THESE TERMS

1. These Terms may be amended unilaterally by us, by providing you with two weeks' notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us to the contrary. If you do notify us to the contrary, your notification will be deemed to be a notice that you wish to close your 3S Money Club Account and terminate these Terms on the date upon which the changes are to take effect.
2. Where an amendment to the Terms is required by law or relates to the addition of a new service, extra functionality to the existing Service, a reduction in the cost of the Services or any other change which neither reduces your rights nor increases your responsibilities, the amendment may be made without prior notice to you and shall be effective immediately.

26. FEES

1. The fees we charge for the 3S Money Club Services are set out in the separate Fees and Pricing Section to these Terms. We will provide you with notice of any changes to the Fees and Pricing Section in accordance with these Terms. It is your responsibility to stay informed and review these changes once we have provided you notice of a change to our fees.
2. The fees we charge for any other transactional fees are clearly shown on the 3S Money Club Client Portal prior to you completing an action and accepted by you or a User.
3. We shall deduct the fees that you owe us from the GBP currency balance in your 3S Money Club Client Money Account. If there is not enough GBP balance in your 3S Money Club Client Money Account, we shall deduct the equivalent fees from a different currency balance(s) using our Exchange Rates. We reserve the right to suspend your access to your 3S Money Club Services if we are not paid any monies owing to use by you on time.

27. NO WARRANTY

1. The 3S Money Club Services are provided on an "as is," "as available" basis and without any representation or warranty, whether express, implied or statutory. 3S Money Club, and the officers, directors, agents, joint venturers, employees and suppliers of 3S Money Club, make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by the 3S Money Club Services used on or accessed through the 3S Money Club Services, or for any breach of security associated with the transmission of sensitive information through the 3S Money Club Services.
2. 3S Money Club does not warrant that the 3S Money Club Services will be uninterrupted or error free. 3S Money Club shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of 3S Money Club Transactions or the 3S Money Club Services.
3. 3S Money Club does not have any control over the products or services that are paid for using the 3S Money Club Services.
4. 3S Money Club is not responsible for the quality, performance, or any consequential results of the products and/or services purchased using the 3S Money Club Services.

28. TERMINATION

1. 3S Money Club, in its sole discretion, may terminate these Terms at any time, by giving you two months' notice. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.
2. You may terminate these terms at any time by providing us with one month's notice, such notice to be provided through 3S Money Club Client Portal.
3. Without prejudice to any rights that have accrued under these Terms, or any party's other rights or remedies, either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   2. the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
   3. the other party is subject to a bankruptcy, insolvency, winding up or other similar event; and/or
   4. the result of laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from these Terms.
4. Without prejudice to any rights that have accrued under these Terms or any of the party's rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:
   1. we are unable to verify your information in the manner set out in these Terms;
   2. you die;
   3. we have reason to believe that your use of the 3S Money Club Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the 3S Money Club Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
   4. there is a significant fluctuation (either positive or negative) in the aggregate number of 3S Money Club Transactions you enter into;
   5. you have acted or omitted to act in any way which we reasonably determine to diminish 3S Money Club's business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
   6. we are unable to provide the 3S Money Club Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the 3S Money Club Services to you.
5. Other actions we may take. If you have breached the terms of these Terms (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate these Terms, or we may: suspend your use of the 3S Money Club Services (in whole or in part) in which case we will not treat any order for a 3S Money Club Transaction that you may wish to make as being received by us; report any 3S Money Club Transaction or any other relevant information about you and your use of the 3S Money Club Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or if appropriate, seek damages from you.
6. Termination of these Terms requires the closing of your 3S Money Club Client Money Account in accordance with Clause 20. 3S Money Club will deal with your remaining balance in accordance with these Terms.
7. Any terms which by their nature should survive, will survive the termination of these Terms.

29. MISCELLANEOUS

1. In order to use other functions of the 3S Money Club Services, you may be requested to accept other terms and conditions, either with 3S Money Club or with a third party.
2. To be eligible to use the 3S Money Club Services, you must:
   1. be nominated to become a Member of 3S Money Club by a person authorized by us;
   2. pass our regulatory due diligence checks;
   3. not be in breach of these Terms; and
   4. not have had any previous 3S Money Club Account closed by us.
3. These Terms shall be governed by the laws of England & Wales and any claim or dispute under these Terms shall be subject to the non-exclusive jurisdiction of the Courts of England & Wales. For the avoidance of doubt these Terms do not include any alternative dispute resolution procedures as a means of disputing or issuing any claims in relation to these Terms.
4. These Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms or any 3S Money Club Transactions under the Contract (Rights of Third Parties) Act 1999 or otherwise. The Client Money in your 3S Money Club Client Money Account belongs to the person or legal entity which is registered as the 3S Money Club Account holder. We recognise only the rights of the holder of the 3S Money Club Account. You cannot assign or transfer legal ownership of the 3S Money Club Client Money Account to anyone.
5. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your 3S Money Club Transactions, or for collecting, reporting or remitting any taxes arising from any 3S Money Club Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the 3S Money Club Services, including without limitation, the reporting and payment of any taxes arising in connection with 3S Money Club Transactions made through the 3S Money Club Services.
6. If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.
7. You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your 3S Money Club Client Money Account without 3S Money Club's prior written consent. 3S Money Club reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.
8. We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.
9. 3S Money Club has the right to change any of its third-party service providers, with or without notice.
10. 3S Money Club reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
11. Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
12. We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via the 3S Money Club Client Portal or the Website, but we will not and do not provide advice to you either upon the merits of a proposed Transaction or upon any other matter. Before entering into any 3S Money Club Transaction you must make your and their own independent assessment as to whether it is appropriate to enter into a 3S Money Club Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every 3S Money Club Transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such 3S Money Club Transaction. Foreign currency exchange rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates.
13. Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
14. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
15. The Schedules form part of these Terms and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
16. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
17. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
18. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
19. These Terms shall be binding on, and ensure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
20. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
21. A reference to writing or written includes email.
22. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
23. These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.
24. Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
25. A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
26. References to Clauses and Schedules are to the Clauses and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.
27. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
28. Supplements to these Terms are an integral part of these Terms, under which you and 3S Money Club agree on usage of specific services as defined in the Supplements.
29. The definitions set out Schedule 1 apply to these Terms.

Schedule 1 — Definitions

"Business Day" means a day, other than a Saturday, Sunday or a public holiday in DIFC or England, when banks in London and the United Arab Emirates are open for business.

"Communications" means information provided relating to your 3S Money Club Account or any 3S Money Club Transaction, including: any agreements and policies you agree to, (e.g., these Terms) including updates to these agreements or policies; disclosures and notices, including prospectuses and reports for transaction receipts or confirmations; 3S Money Club Account statements and history; and payments authorizations and transaction receipts or confirmations; documents; and any other information related to your 3S Money Club Account or the 3S Money Club Services.

"Cookie Policy" means the cookie policy relating to the Website which can be found athttps://3S.Money /cookies.

"Counterparty" means the person you wish to send Client Money or money to.

"Counterparty Bank Account" means the bank account of the Counterparty.

"DFSA" means the Dubai Financial Services Authority whose address is Level 13, West Wing, The Gate, DIFC; further information on DFSA can be obtained on the DFSA's website dfsa.ae.

"DIFC" means the Dubai International Financial Centre.

"DFSA's Client Money Provisions" means Client Money Provisions as set out in App5 COB Module of the DFSA Rules.

"DFSA's Client Money Distribution Rules" means Client Money Distribution Rules as set out in A5.13 COB Module of the DFSA Rules.

"DFSA Rules" means the rules made by the DFSA for carrying out the purposes of the DIFC Regulatory Law.

"Client Money" means funds held temporarily on your behalf in your 3S Money Club Client Money Account represented by a claim against 3S Money Club.

"Client Money Exchange" has the meaning set out in Clause 7.1.

"Exchange Rate" has the meaning set out in Clause 11 and the Fees and Pricing Section.

"FCA" means the Financial Conduct Authority of the United Kingdom whose address is 12 Endeavour Square, London, E20 1JN, United Kingdom; further information on the FCA can be obtained on the FCA's website at www.fca.org.uk.

"Fees and Pricing Section" means the separate fees schedule outlining the fees we charge in relation to the 3S Money Club Services

"Force Majeure Event" means an event which is beyond the reasonable control of an affected party including without limit any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.

"Information" means any confidential and/or personally identifiable information or other information, including but not limited to the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.

"Mobile" means your smartphone or other electronic device you use to log into 3S Money Club Client Portal.

"Monetary Exchange" is not a service in its own right but will be part of a 3S Money Club Bank Transfer and means redeeming Money in your 3S Money Club Client Account and using it to purchase money in a different currency using our Exchange Rates.

"Privacy Policy" means out privacy policy which can be found on the Website.

"Professional Client" means any User which satisfies the criteria to be classified deemed as a "Professional Client" as defined under the DFSA Rulebook COB2.3. Please be advised that a higher level of protection is available to Retail Clients and that these may be removed once classified as a Professional Client. Clients are deemed as professional when they fall under one of the following categories:

(a) a supranational organisation whose members are either countries, central banks or national monetary authorities; (b) a properly constituted government, government agency, central bank or other national monetary authority of any country or jurisdiction; (c) a public authority or state investment body; (d) an Authorised Market Institution, Regulated Exchangeor regulated clearing house; (e) an Authorised Firm, a Regulated Financial Institutionor the management company of a regulated pension fund; (f) a Collective Investment Fundor a regulated pension fund; (g) a Large Undertaking as specified in (2); (h) a Body Corporatewhose shares are listed or admitted to trading on any exchange of an IOSCO member country; (i) any other institutional investor whose main activity is to invest in financial instruments, including an entity dedicated to the securitisation of assets or other financial transactions; (j) a trustee of a trust which has, or had during the previous 12 months, assets of at least $10 million; or (k) a holder of a licence under the Single Family OfficeRegulations with respect to its activities carried on exclusively for the purposes of, and only in so far as it is, carrying out its duties as a Single Family Office.

"Restricted Countries" means Afghanistan, Crimea, Cuba, Iran, Libya, North Korea, South Sudan, Sudan, Syria, and such other countries as we may notify to you from time to time.

"Retail Client" means any User that is not classified as a Professional Client (DFSA Rulebook COB2.3) or a Market Counterparty. Retail clients are subject to higher level of protections and they are classified as retail when they do not fall under one of the following categories:

(a) a supranational organisation whose members are either countries, central banks or national monetary authorities; (b) a properly constituted government, government agency, central bank or other national monetary authority of any country or jurisdiction; (c) a public authority or state investment body; (d) an Authorised Market Institution, Authorised Firm, a Regulated Financial Institutionor the management company of a regulated pension fund; (f) a Collective Investment Fundor a regulated pension fund; (g) a Large Undertaking as specified in (2); (h) a Body Corporatewhose shares are listed or admitted to trading on any exchange of an IOSCO member country; (i) any other institutional investor whose main activity is to invest in financial instruments, including an entity dedicated to the securitisation of assets or other financial transactions; (j) a trustee of a trust which has, or had during the previous 12 months, assets of at least $10 million; or (k) a holder of a licence under the Single Family OfficeRegulations with respect to its activities carried on exclusively for the purposes of, and only in so far as it is, carrying out its duties as a Single Family Office.

"Market Counterparty" means any User that fulfills the requirements of the Market Counterparty stated in DFSA Rulebook COB2.3. Please be advised that a higher level of protection is available to Retail Clients and that these may be removed once classified as a Market Counterparty.

"3S Money Club" "we," "us," or "our" means 3S Money Club Limited, the details of which are set out in Clause 2.1.

"3S Money Club Account" means your relationship with us as described in these Terms.

"3S Money Club Account Profile" means your profile, accessible on the 3S Money Club Client Portal where you can view, among other things, your details.

"3S Money Club Bank Transfer" has the meaning set out in Clause 7.1.

"3S Money Club Client Portal" has the meaning set out in Clause 4.2.

"3S Money Club Client Portal Transaction" has the meaning set out in Clause 7.1

"3S Money Club Client Money Account" means an account with us in which Client Money is held.

"3S Money Club Services" means you being given access to the 3S Money Club Client Portal via the Web Site and being able to enter into 3S Money Club Client Portal Transactions and the management of your 3S Money Club Account.

"3S Money Club Transactions" means 3S Money Club Client Portal Transactions. "3S Money Club Transaction History" means the list of 3S Money Club Transactions you have entered into, which is available on the 3S Money Club Client Portal.

"3S Money Club User" means a user of 3S Money Club which is not you.

"Supplement(s)" means an agreement between 3S Money Club and you for the provision of separate services by 3S Money Club which may be set out on the Website.

"Third Party Bank Transfer" means a payment from a person which is not you to one of our bank accounts, the details of which we shall provide to you, as part of the process of requesting a Top-Up.

"Top-Up" means you or a third party sending money to us in return for us issuing Client Money to your 3S Money Club Client Money Account as further described in Clause 6.

"User", "you" or "your" means you being the business that has agreed to these Terms to use the 3S Money Club Services.

"User Bank Account" means a bank account belonging to you.

"User Bank Transfer" means a transfer from a User Bank Account, performed by the User's payment service provider, to one of our bank accounts, the details of which we shall provide to you or your bank, as part of the process of requesting a Top-Up.

"Website" means out general website, the web address of which is https://3s.money

"Website Acceptable Use Policy" means the website acceptable usage policy which can be found on our Website.

"Website Terms" means the terms and conditions regarding the use of our Website which can be found on our Website.

1. THESE TERMS AS A FRAMEWORK AGREEMENT

1. These Terms constitute a framework agreement which sets out the terms of
   1. you and us entering into 3S Money Transaction(s); and
   2. the use of the 3S Money Client Portal and other 3S Money Services.
2. Before you can enter into 3S Money Transactions and benefit from the 3S Money Services with us you are required to:
   1. read these Terms and tick the box confirming the accuracy of the information provided and your agreement with these Terms; and
   2. provide us with such documentation, photographs and information as we may reasonably request to comply with our regulatory obligations.
   3. These Terms incorporate the Website Terms, the Cookie Policy, the Privacy Policy, and the Website Acceptable Use Policy. By accepting these Terms, you are deemed to have accepted the terms and conditions of our third-party service providers.
   4. Once you have completed the above and you have passed our internal checks, we shall make the 3S Money Client Portal available to you.
   5. You confirm that you have provided the correct Information during the process of creating a 3S Money Account. You undertake that, if your details change, you will notify us immediately. You shall bear any losses that occur due to the submission of invalid, incorrect or inaccurate Information.

2. REGULATORY INFORMATION

1. These Terms are between you (the "User", "you" or "your") and 3S Money (Luxembourg) S.A. ("3S Money", "we", "us" or "our"). 3S Money is a company incorporated in the Grand Duchy of Luxembourg with company number B245715 and whose registered address is at 2, Rue Edward Steichen, 1st floor Regus, L- 2540, Luxembourg, Grand Duchy of Luxembourg. Daytime telephone number: +352 2033 1266; email address: [email protected] 3S Money is the issuer of Electronic Money in your 3S Money Electronic Money Account and performs the payment services related to your 3S Money Electronic Money Account. 3S Money is authorised as an Electronic Money Institution by the CSSF (Commission de Surveillance du Secteur Financier) under the Law of 10 November 2009 on payment services, on the activity of electronic money institution and settlement finality in payment and securities settlement systems, as amended (the "Payment Services Law") for issuing of electronic money. We are included in the CSSF's Register of Electronic Money Institution firms (Firm Reference Number W00000016) which can be found on the CSSF website.
2. We are also subject to the Luxembourg Law of 20 July 2018 implementing the revised Payment Services Directive (EU) 2015/2366 ("PSD2") and amending the Law of 10 November 2009 on payment services. In particular, this law regulates how payments must be transmitted and provide protection when you send money to an account within the European Economic Area (EEA) and the payment is in Euros, Sterling or another EEA-State currency.

3. COMMENCEMENT, TERM AND YOUR 3S MONEY ACCOUNT

1. These Terms shall commence on the day that 3S Money confirm to you via e-mail and/or 3S Money Portal that your 3S Money Account has been approved and shall continue until terminated in accordance with Clause 29 (Termination).
2. Your 3S Money Electronic Money Account is an account in which Electronic Money, which 3S Money has issued to you at par value in exchange for receiving money from you or on your behalf, is stored. The Electronic Money in your 3S Money Electronic Money Account may be used by you to enter into 3S Money Client Portal Transactions.
3. You may be required to provide supplemental information to usto be able to use all of the functionality available.
4. When we hold Electronic Money for you, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding money for you in that: (a) we cannot and will not use the funds to invest or lend to other persons or entities; (b) your Electronic Money will not accrue interest; and (c) your Electronic Money is not covered by the Financial Services Compensation Scheme. The funds corresponding to Electronic Money will be held in one or more segregated bank accounts separately from our own funds, in accordance with the provisions of the Payment Services Law.
5. You are able to store multiple currencies in your 3S Money Electronic Money Account. These currencies are subject to change from time to time.
6. We may stop your access to the 3S Money Client Portal on reasonable grounds relating to:
   1. the security of the 3S Money Client Portal;
   2. the suspected unauthorised and/or fraudulent use of the 3S Money Client Portal; or
   3. your use of the 3S Money Portal being in breach of any applicable sanction, anti-money laundering or anti-money laundering or counter terrorist financing legislation or any other applicable law.
7. If we do stop your access in such instances, we will inform you via email and/or 3S Money Client Portal and direct you to our customer services team.

4. THE 3S MONEY CLIENT PORTAL

1. The 3S Money Client Portal is our portal where you can, among other things:
   1. perform Top-Ups and 3S Money Bank Transfers;
   2. change your account details and verify your identity with us;
   3. view your 3S Money Transaction History;
   4. view the balance and currency of the Electronic Money you hold in your 3S Money Electronic Money Account;
   5. You may access the 3S Money Client Portal via web-portal at: https://clientportal.3s.money/signin.

5. VERIFICATION OF IDENTITY

1. You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your 3S Money Account, to identify or authenticate your identity or validate your funding sources or 3S Money Transac- tions. This will also include verifying the identity of any of your directors, partners and/or ultimate beneficial owners. 3S Money Client Portal Users may be required to provide supplemental information to us that will allow 3S Money to reasonably identify you, including verification of your information against third party databases or through other sources.
2. We reserve the right to close, suspend, or limit access to your 3S Money Electronic Money Account and/or the 3S Money Services in the event we are unable to obtain, verify such Information or you do not comply with our requests under 5.1 of these Terms.
3. We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. Some of the searches which we or a third party may perform, such as a credit check, may leave a soft footprint on your credit history. This will not affect your credit rating. By entering into these Terms, you confirm that you (and all your directors and ultimate beneficiary owners) consent to us or a third party on our behalf carrying out such verifications.
4. You must ensure the information on your 3S Money Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. To the extent permitted by applicable law, we shall not be liable for any losses arising out of your failure to maintain up to date information.

6. TOP-UPS TO YOUR 3S MONEY ELECTRONIC MONEY ACCOUNT

1. In order to Top-Up the Electronic Money in your 3S Money Electronic Money Account, you will need to perform a Top-Up via a User Bank Transfer or via a Third Party Bank Transfer or any other method we make available to you from time to time.
2. On receipt of the amount sent via User Bank Transfer or a Third Party Bank Transfer and such amount becoming available to us, we will issue the corresponding value of Electronic Money to your 3S Money Electronic Money Account.
3. We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of money you can receive through the 3S Money Services. In order to lift your receiving limit, you must provide us with any supplemental information we request.

7. 3S MONEY TRANSACTIONS

1. The following are "3S Money Client Portal Transactions":
   1. "Electronic Money Exchange" means using Electronic Money in one currency to purchase Electronic Money in another currency using our Exchange Rates; and
   2. "3S Money Bank Transfer" – this means us redeeming Electronic Money in your 3S Money Electronic Money Account, with or without an associated Monetary Exchange taking place, and transferring the equivalent amount of money to the Counterparty Bank Account.
   3. 3S Money may refuse to enter into a 3S Money Transaction with you at any time and for any reason.
   4. 3S Money provides contemporaneous virtual receipts for successful 3S Money Transactions.

8. EXCHANGE ELECTRONIC MONEY

1. You can exchange Electronic Money in your 3S Money Electronic Money Account to Electronic Money in another currency by using the exchange function on the 3S Money Client Portal. The currencies of Electronic Money which you are able to pur- chase and store in your 3S Money Electronic Money Account are limited to those set out on the 3S Money Client Portal and are subject to change from time to time without us being required to provide you with notice.
2. You will be informed, on the 3S Money Client Portal, prior to sending your request to enter into the Electronic Money Exchange, of:
   1. the amount of Electronic Money you will use to purchase the amount of Electronic Money in your required currency;
   2. the amount and currency of the Electronic Money you wish to purchase; and
   3. the exchange rate of the Electronic Money Exchange.
3. In order to submit the request to enter into the Electronic Money Exchange, you will need to confirm the details which have been entered by clicking the exchange button on the relevant part of the 3S Money Client Portal. By entering into these Terms, you accept sole responsibility for entering into the Electronic Money Exchange. 3S Money will not be responsible for any losses you incur as a result of you using this function.
4. The request to enter into an Electronic Money Exchange will be accepted when we confirm to you that the Electronic Money Exchange has been entered into, on the 3S Money Client Portal.
5. Please refer to the Fees and Pricing Section for more information. It is your responsibility to stay informed of any changes to the limits and fees applied to any exchanges.

9. 3S MONEY BANK TRANSFER AND MONETARY EXCHANGE

1. You can make a request to enter into a 3S Money Bank Transfer by logging onto the 3S Money Client Portal and following the on-screen instructions. You will need to enter the Counterparty Bank Account details. It is your responsibility to make sure that the details of the Counterparty and the Counterparty Bank Account (the "unique identifiers") are entered correctly. Any error in information may result in the 3S Money Bank Transfer being unsuccessful or delayed. To the extent permitted by applicable law, we shall not be liable for any losses you incur from entering incorrect Counterparty Bank Account details.
2. You will be informed on the 3S Money Client Portal, prior to confirming your request to enter into the 3S Money Bank Transfer, of:
   1. the details of the Counterparty Bank Account;
   2. the amount and currency of money you wish to send to the Counterparty; and
   3. the fees for the 3S Money Bank Transfer (if any).
3. In order to submit the request to enter into the 3S Money Bank Transfer, you will need to confirm the details which have been entered by responding to a push notification sent to your Mobile by our two-factor authentication system.
4. Where the Payment is denominated in:
   1. Sterling or Euro, we shall ensure that the amount of the 3S Money Bank Transfer is credited to the Counterparty's payment service provider's account by the end of the Business Day following that on which your request to enter into the 3S Money Bank Transfer was deemed to have been received;
   2. a currency other than Euro or Sterling but the account of the Counterparty's payment service provider is located within the European Economic Area ("EEA"), we shall ensure that the amount of the 3S Money Bank Transfer is credited to that account by the end of the fourth Business Day following that on which request to enter into the 3S Money Bank Transfer was deemed to have been received; and
   3. a currency other than Euro or Sterling and the account of the Counterparty's payment service provider is located outside the EEA, we shall endeavour to ensure that we action the 3S Money Bank Transfer as soon as is reasonably practicable.
5. If the currency of the Counterparty Bank Account (in accordance with the information provided by you on the 3S Money Client Portal) is different to the currency of the Electronic Money you are using to enter into the 3S Money Bank Transfer, then as part of the 3S Money Bank Transfer we shall perform a Monetary Exchange to the appropriate currency prior to sending the money to the Counterparty Bank Account. In this event, you will be informed of the Exchange Rate for the Monetary Exchange prior to confirming the 3S Money Bank Transfer.
6. Except where provided otherwise under applicable law, you may not revoke your request to enter into the 3S Money Bank Transfer.
7. Once the 3S Money Bank Transfer has been completed, you will be able to view the completed 3S Money Bank Transfer on the 3S Money Transaction History part of the 3S Money Client Portal.
8. If, for whatever reason, the funds are not deposited in the Counterparty Bank Account and are returned to 3S Money, they will be converted into the currency of the Electronic Money they were originally withdrawn from. Due to the difference in price for purchasing and selling currencies and/or fluctuations in currency exchange rates, the amount of Electronic Money you receive back into your 3S Money Elec- tronic Money Account may be more or less than what was originally redeemed to perform the 3S Money Bank Transfer. To the extent permitted by applicable law, 3S Money is not liable for any losses you incur in this respect.

10. RECEIVE ELECTRONIC MONEY

1. If you receive Electronic Money into your 3S Money Electronic Money Account, we will display the payment in your 3S Money Transaction History.

11. EXCHANGE RATES

1. We will use the Exchange Rates set out in the Fees and Pricing Section, where we can, however you will be informed (where possible) of the exact Exchange Rate for each 3S Money Transaction prior to your entry into the same. It is your responsibility to ensure that you are happy with the Exchange Rate we offer you, prior to entering into each 3S Money Transaction. In addition, our live exchange rates are available on the 3S Money Client Portal.

12. YOUR BALANCE

1. You acknowledge that balances and available funds reported on the 3S Money Client Portal are only approximate real time balances rather than the settled balances in your 3S Money Electronic Money Account. A real time balance may not take into account pending debits and credits. 3S Money will provide you with information on pending debits and credits as soon as it has that information.

13. SECURITY

1. You must ensure that you take all reasonable steps to:
   1. ensure that your login details are kept safe and secure; and
   2. ensure that access to the 3S Money Client Portal is kept safe and secure.
2. The requirement in Clause 13.1 includes, but is not limited to, for the avoidance of doubt, you:
   1. logging out from 3S Money Client Portal every time you are not using it;
   2. keeping the Mobile you use to gain access to the 3S Money Client Portal safe and secure and locked with a secure password or other security mechanism;
   3. not writing down or telling anyone your login details;
   4. changing your password regularly;
   5. if you receive any SMSs or emails, questionnaires, surveys, or other links that require you to provide your login details, not providing your information and contacting our customer services team via 3S Money Client Portal;
   6. ensuring that the e-mail account(s) you use to communicate with us are secure and only accessed by you;
   7. if at any time you think that your login details has been lost, stolen or any other person knows your login details or anyone has access to your e-mail account or Mobile you use to communicate with us, informing customer services immediately;
3. All 3S Money Transactions are processed by automated methods, and anyone who obtains access credentials to the 3S Money Client Portal could use it to enter into 3S Money Transactions without your permission. If you notice misuse, theft or unauthorised use of your 3S Money Client Portal or any other activity that makes you suspicious, you must contact us by email: [email protected]. If you suspect identity theft or theft of Electronic Money, we suggest that you contact your local police as well.

14. RESTRICTIONS ON THE USE OF THE 3S MONEY SERVICES

1. It is not permitted to:
   1. use the 3S Money Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. 3S Money will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
   2. use the 3S Money Services in breach of any applicable sanction, anti-money laundering or anti-money laundering or counter terrorist financing legislation or any other applicable law. Use the 3S Money Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
   3. breach these Terms or any other agreement or policy that you have agreed with 3S Money;
   4. create more than one 3S Money Account without our prior written consent;
   5. use the 3S Money Services to violate any law, statute, ordinance, or regulation;
   6. use the 3S Money Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;
   7. use the 3S Money Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, political or religious organisations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;
   8. infringe 3S Money's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   9. act in a manner that is defamatory, libellous, threatening or harassing when using the 3S Money Services;
   10. provide us with false, inaccurate or misleading information;
   11. use the 3S Money Services to engage in debt-collection activities;
   12. instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;
   13. attempt to intentionally or knowingly receive or attempt to receive funds from both 3S Money and a merchant for the same 3S Money Transaction;
   14. control a 3S Money Account that is linked to another 3S Money Account that has engaged in any of these Restricted Activities;
   15. conduct your business or use the 3S Money Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to 3S Money, other Users, third parties or you;
   16. allow any of the currencies in your 3S Money Electronic Money Account to have a negative balance or have a minimum balance applicable to your account;
   17. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the 3S Money Services;
   18. take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
   19. circumvent any 3S Money policy or determinations about your 3S Money Electronic Money Account including, but not limited to, attempting to create a new or additional 3S Money Account when a 3S Money Electronic Money Account has been restricted, suspended or otherwise limited; creating new or additional 3S Money Electronic Money Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else's 3S Money Electronic Money Account;
   20. harass our employees, agents, or other Users;
   21. refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
   22. use the 3S Money Services in a manner that we believe may be a violation of any applicable electronic payment network rules, or applicable law;
   23. use the 3S Money Services for FX transactions for speculative purposes or for FX arbitrage;
   24. refuse or fail to provide further information about you or your business activities that we may reasonably request;
   25. conduct your business or use the 3S Money Services in a manner that leads us to receive a disproportionate number of claims or chargebacks; or
   26. have a credit score provided by a third-party provider of 3S Money's choosing which indicates a higher level of risk associated with your use of the 3S Money Services.
2. You must ensure that you only enter into 3S Money Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a 3S Money Transaction is not an indication of the legality of the supply or provision of the goods and services.
3. We reserve the right to refuse to perform a 3S Money Transaction directly or indirectly associated with any Restricted Country.
4. If 3S Money, in its sole discretion, believes that you may have breached the provision of this Clause, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:
   1. closing, suspending, or limiting your access to your 3S Money Electronic Money Account or any or all of the 3S Money Services.
   2. contacting other Users who have transacted with you; contacting your bank; and/or warning other Users, law enforcement, or impacted third parties of your actions;
   3. updating inaccurate Information, you have provided to us;
   4. taking legal action against you;
   5. terminating these Terms or access to the Website;
   6. fully or partially reversing a 3S Money Transaction;
   7. blocking your access to your 3S Money Electronic Money Account and/or 3S Money Client Portal temporarily or permanently; and/or
   8. Report your transaction or behaviour to the competent authorities, where relevant.
5. Where possible, 3S Money will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

15. 3S MONEY TRANSACTION LIMITS

1. To the extent permitted by applicable law, we reserve the right to impose at our sole discretion limits on 3S Money Transactions, based on criteria determined by us which do not have to be disclosed.

16. SUSPENDING YOUR USE OF THE 3S MONEY SERVICES

1. We reserve the right to change, suspend or discontinue any aspect of the 3S Money Services at any time, including hours of operation or availability of the 3S Money Services or any 3S Money Services feature, without notice and without liability.

17. OUR RIGHT TO SET-OFF

1. On the happening of any event which entitles us to be compensated by you (including, but not limited to, any technical errors on our behalf or on behalf of our third- party providers), we shall be entitled to recover any sum due to us by retaining part or all of any sum that you have lodged with us under any 3S Money Transaction or otherwise. You shall have no similar right of set-off. For the avoidance of doubt, this includes if one of the currency balances in your 3S Money Electronic Money Account shows that you owe us an amount of funds for any reason, 3S Money may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your 3S Money Electronic Money Account, or money you attempt to withdraw or send from your 3S Money Electronic Money Account, or in a different 3S Money Electronic Money Account which you control and by deducting funds from any withdrawals you attempt to make.
2. If the amount owed to us is in a currency which is different to the money or Electronic Money you hold with us, we shall convert the amount you hold with us to the currency of the amount you owe us by applying our Exchange Rates. We do not need to notify you of this conversion occurring.

18. OUR LIABILITY. GENERAL LIABILITY

1. You will be obliged to bear the losses relating to any unauthorised payment transactions, up to a maximum of EUR 50, resulting from the use of the 3S Money Client Portal which has been lost or stolen or from the misappropriation of the 3S Money Client Portal, unless the loss, theft or misappropriation of the 3S Money Client Portal was not detectable to you prior to a payment (except where you have acted fraudulently) or where the loss was caused by acts or lack of action of an employee, agent or branch of a payment service provider or of an entity to which its activities were outsourced. You shall not bear any financial consequences resulting from use of the lost, stolen or misappropriated 3S Money Client Portal after notification to [email protected], except where you have acted fraudulently. You shall bear all the losses relating to any unauthorised payment transactions if you incurred them by acting fraudulently or by failing to fulfil one or more of your obligations under these Terms with intent or gross negligence. In such case, the maximum amount referred to above shall not apply.
2. Where a payment order is initiated directly by you, we (when acting as the payer's payment service provider) shall be liable for correct execution of the payment transaction, unless we can prove to you and, where relevant, to the payee's payment service provider that the payee's payment service provider received the amount of the payment transaction, in which case, the payee's payment service provider shall be liable to the payee for the correct execution of the payment transaction. Where we (when acting as the payer's payment service provider) are liable, we shall without undue delay refund to you the amount of the non-executed or defective payment transaction and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place. The credit value date shall be no later than the date on which the amount was debited.
3. Where we (when acting as the payee's payment service provider) are liable, we shall immediately place the amount of the payment transaction at your disposal and, where applicable, credit the corresponding amount to your 3S Money Electronic Money Account. The credit value date for your 3S Money Electronic Money Account shall be no later than the date on which the amount would have been value dated, had the transaction been correctly executed. Where a payment transaction is executed late, we (when acting as the payee's payment service provider) shall ensure, upon the request of the payer's payment service provider acting on behalf of the payer, that the credit value date for your 3S Money Electronic Money Account is no later than the date the amount would have been value dated had the transaction been correctly executed.
4. In the case of a non-executed or defectively executed payment transaction where the payment order is initiated by you, we (acting as the payer's payment service provider) shall, on request, make immediate efforts to trace the payment transaction and notify you of the outcome.
5. We shall be liable to you for any charges for which we are responsible, and for any interest to which you are subject as a consequence of non-execution or defective, including late, execution of the payment transaction.
6. Please note any restriction on your liability in relation to an unauthorised or incorrectly executed payment transactions set out in the Payment Services Law does not apply to losses in relation to Electronic Money Exchanges or Monetary Exchanges.
7. To the extent permitted by applicable law, we shall not be liable to you for any:
   1. delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances; or
   2. consequential or indirect loss (such as loss of profits or opportunity) you may incur as a result of us failing to perform our duties under a 3S Money Transaction; or
   3. losses as a result of a requirement imposed on us by the Payment Services Law or our obligations under the laws of any EEA state or other jurisdiction.
8. To the extent permitted by applicable law, you are responsible for all liabilities, financial or otherwise, incurred by 3S Money, a 3S Money User, or a third party caused by or arising out of your breach of these Terms, your use of the 3S Money Services, and any use of your 3S Money Account. You agree to reimburse 3S Money, a 3S Money User, or a third party for any and all such liability, to the extent not prohibited by applicable law.
9. You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your 3S Money Account at any time, irrespective of termination, suspension or closure.
10. You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the 3S Money Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfilment of all tax obligations inde- pendently. 3S Money shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied you.
11. To the extent permitted by applicable law, you agree to defend, reimburse or compensate us (known in legal terms to "indemnify") and hold 3S Money, our third party providers, our employees or agents who are authorised to act on our behalf harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of your breach of these Terms, breach of any law and/or use of the 3S Money Services.
12. Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud or fraudulent misrepresentation or for any liability that cannot be ex- cluded or amended by law.
13. To the extent permitted by applicable law, 3S Money shall not be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the 3S Money Services, howsoever arising.
14. To the extent permitted by applicable law, 3S Money is not liable, and you agree not to hold it responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:
    1. your inability to use the 3S Money Services for whatever reason that is not attributable to 3S Money;
    2. delays or disruptions in the 3S Money Services;
    3. viruses or other malicious software obtained by accessing the Website or any associated site or service;
    4. glitches, bugs, errors, or inaccuracies of any kind in the 3S Money Services;
    5. the content, actions, or inactions of third parties;
    6. a suspension or other action taken with respect to your 3S Money Account;
    7. your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or 3S Money's policies;
    8. illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data.
15. The above limitation of liability does not apply in case of damages or losses that are the direct consequence of 3S Money's gross negligence or fraud.

19. WITHDRAWING FUNDS

1. You may withdraw funds from your 3S Money Electronic Money Account by entering into a 3S Money Bank Transfer and choosing a User Bank Account as the Counterparty Bank Account or by using any other available method on the 3S Money Client Portal or otherwise notified to you from time to time.
2. 3S Money is not responsible for the withdrawal payment once the funds are received by your payment service provider as 3S Money is the payer and not the payment service provider for withdrawals.

20. CLOSING YOUR ACCOUNT

1. Your 3S Money Account will be closed at the end of the term of this agreement in accordance with Clause 3.1 or upon termination of these Terms in accordance with Clause 26 (Amendments to these Terms) and Clause 29 (Termination). You accept that after your 3S Money Account has been closed, 3S Money will store personal data about you and your 3S Money Transactions for a period of six years.
2. If your 3S Money Electronic Money Account holds a balance at the time of its closure, we may ask you to withdraw your funds within a reasonable period of time, during which your 3S Money Electronic Money Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your 3S Money Electronic Money Account but you may withdraw any remaining funds for a period of six years from the date of closure of your 3S Money Account by contacting customer service and requesting that the funds be sent to you by returning the funds by bank transfer. When your 3S Money Account is closed, any pending instructions will be cancelled.
3. You may not close your 3S Money Account to evade an investigation. If you attempt to close your 3S Money Account while 3S Money is conducting an investigation, it may freeze the account to protect all parties to the 3S Money Services, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your 3S Money Account even after it is closed.

21. NOTICE AND COMMUNICATIONS

1. You agree and consent to electronic receipt of all Communications that we provide in connection with the 3S Money Services. We will provide Communications to you by making them available on the 3S Money Client Portal or by emailing them to you at the primary email address listed in your 3S Money Account Profile.
2. It is your responsibility to ensure that you log onto the 3S Money Client Portal regularly and regularly review the 3S Money Client Portal, the Website and your primary email address and open and review communications that we deliver to you through those means. You are obligated to review your notices and 3S Money Transaction History, and to promptly report any questions, apparent errors, or unauthorised 3S Money Transactions. Failure to contact us in a timely manner may result in loss of funds or important rights.
3. We may contact you from time to time to notify you of changes or information regarding your 3S Money Account. It is your responsibility to ensure you regularly check the 3S Money Client Portal and that your contact information stored on your profile in the 3S Money Client Portal is up to date. You may contact us in accordance with these Terms via the chat function on the 3S Money Client Portal.

22. DATA

1. The processing of your data is governed by these Terms as well as our Privacy Policy.
2. 3S Money reserves the right to transmit the Information or personal data about you as well as activity in your Account to law enforcement institutions, state authorities and financial institutions, if such is necessary to comply with relevant legislation, and in order to identify whether these Terms and relevant legislation have not been violated.
3. You agree that 3S Money may use 3S Money Club Limited (UK) for business support services and that 3S Money may share the necessary Information for the provision of the 3S Money Services to you with such entity.
4. You agree that 3S Money may use Trusek Limited (UK) for IT services and Amazon Web Services S.à r.l. (Luxembourg) for hosting services and that 3S Money may share the necessary Information for the provision of the 3S Money Services to you with these entities.
5. You agree that 3S Money may share the Information necessary for the provision of the 3S Money Services to you with other payment service providers the involvement of which is necessary in some payment transactions.

23. INTELLECTUAL PROPERTY

1. The 3S Money Client Portal and the Website and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). 3S Money's intellectual property include "3S.Money" and all logos related to the 3S Money Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of 3S Money. You may not copy, imitate, or use them without our prior written consent.
2. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
3. Nothing in these Terms grants you any legal rights in the 3S Money Client Portal and/or the Website, other than as necessary to enable you to access the 3S Money Client Portal. You agree not to adjust or try to circumvent or delete any notices contained on the 3S Money Client Portal (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the 3S Money Client Portal.

24. REQUESTING INFORMATION

1. You may request, at any time during the extent of these Terms, a copy of these Terms and any of the information set out in the Title III of the Payment Services Law.

25. CUSTOMER SUPPORT AND COMPLAINTS

1. We take all complaints seriously. Any complaints about us or the services we provide should be addressed to [email protected]. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. Our complaints procedure sets out the process for submitting and resolving any complaints. You may request a copy of our complaints procedure at any time by contacting customer service.
2. As far as possible, your complaint will be resolved in 72 hours. For complaints of a more serious nature, you will be plugged into the formal complaints process. One of our agent will ensure that the complaint has been acknowledged by email or by letter within 5 days of receipt. Resolution will be sought as quickly as possible with you being updated at least every 7 days. Once the complaint has been resolved, 3S Money will inform you of the conclusion by email or by letter within 5 days. In any case, complaints should be resolved within 40 business days of having received the complaint. Where the 40 business days have elapsed and the complaint is not re- solved, our agent will inform you of the anticipated timeframe within which it hopes to resolve the complaint as well as your option to refer the matter to the CSSF along with providing the CSSF contact details.
3. If after having received our final response you are still unhappy or not satisfied, you may refer your complaint to the Legal Department of the CSSF, details of which are available on the following link https://www.cssf.lu/en/customer-complaint/ The complaint can be filed either:
   • by filling in the online complaint form where all relevant documents can be attached; or by sending the completed complaint form (PDF): either by mail (simple mailing, no registered letter required) to the following address:
     Commission de Surveillance du Secteur Financier
     Département Juridique CC
     283, route d’Arlon
     L-2991 Luxembourg
   • or by fax using the following number: (+352) 26 25 1-2601;
   • or by e-mail at the following address: [email protected]
4. The procedures laid down in this Clause shall be exercised without prejudice to the right to bring an action to the ordinary courts pursuant to Clause 30.3.

25. AMENDMENTS TO THESE TERMS

1. These Terms may be amended unilaterally by us, by providing you with two months' notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us to the contrary. If you do notify us to the contrary, your notification will be deemed to be a notice that you wish to close your 3S Money Account and terminate these Terms on the date upon which the changes are to take effect.
2. Where an amendment to the Terms is required by law or relates to the addition of a new service, extra functionality to the existing Service, a reduction in the cost of the Services or any other change which neither reduces your rights nor increases your responsibilities, the amendment may be made without prior notice to you and shall be effective immediately.

26. FEES

1. The fees we charge for the 3S Money Services are set out in the separate Fees and Pricing Section to these Terms. We will provide you with notice of any changes to the Fees and Pricing Section in accordance with these Terms. It is your responsi- bility to stay informed and review these changes once we have provided you notice of a change to our fees.
2. The fees we charge for any other transactional fees are clearly shown on the 3S Money Client Portal prior to you completing an action and accepted by you or a User.
3. We shall deduct the fees that you owe us from the EUR currency balance in your 3S Money Electronic Money Account. If there is not enough EUR balance in your 3S Money Electronic Money Account, we shall deduct the equivalent fees from a different currency balance(s) using our Exchange Rates. We reserve the right to suspend your access to your 3S Money Services if we are not paid any monies owing to use by you on time.

27. NO WARRANTY

1. To the extent permitted by applicable law, the 3S Money Services are provided on an "as is," "as available" basis and without any representation or warranty, whether express, implied or statutory. 3S Money, and the officers, directors, agents, joint ventures, employees and suppliers of 3S Money, make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by the 3S Money Services used on or accessed through the 3S Money Services, or for any breach of security associated with the transmission of sensitive information through the 3S Money Services.
2. To the extent permitted by applicable law, 3S Money does not warrant that the 3S Money Services will be uninterrupted or error free.
3. 3S Money does not have any control over the products or services that are paid for using the 3S Money Services.
4. To the extent permitted by applicable law, 3S Money is not responsible for the quality, performance, or any consequential results of the products and/or services pur- chased using the 3S Money Services.

28. TERMINATION

1. 3S Money, in its sole discretion, may terminate these Terms at any time, by giving you two months' notice. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.
2. You may terminate these terms at any time by providing us with one month's notice, such notice to be provided through 3S Money Client Portal.
3. Without prejudice to any rights that have accrued under these Terms, or any party's other rights or remedies, either party may at any time terminate these Terms with immediate effect by giving written notice to the other party if:
   1. the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
   2. the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;
   3. the other party is subject to a bankruptcy, insolvency, winding up or other similar event; and/or
   4. the result of laws, payment scheme rules, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be read- ily severed from these Terms.
4. Without prejudice to any rights that have accrued under these Terms or any of the party's rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:
   1. we are unable to verify your information in the manner set out in these Terms;
   2. you die;
   3. we have reason to believe that your use of the 3S Money Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the 3S Money Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
   4. there is a significant fluctuation (either positive or negative) in the aggregate number of 3S Money Transactions you enter into;
   5. you have acted or omitted to act in any way which we reasonably determine to diminish 3S Money's business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
   6. we are unable to provide the 3S Money Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the 3S Money Services to you.
5. Other actions we may take. If you have breached the terms of these Terms (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate these Terms, or we may: suspend your use of the 3S Money Services (in whole or in part) in which case we will not treat any order for a 3S Money Transaction that you may wish to make as being received by us; report any 3S Money Transaction or any other relevant information about you and your use of the 3S Money Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or if appropriate, seek damages from you.
6. Termination of these Terms requires the closing of your 3S Money Electronic Money Account in accordance with Clause 29. 3S Money will deal with your remaining balance in accordance with these Terms.
7. Any terms which by their nature should survive, will survive the termination of these Terms.

29. MISCELLANEOUS

1. In order to use other functions of the 3S Money Services, you may be requested to accept other terms and conditions, either with 3S Money or with a third party.
2. To be eligible to use the 3S Money Services, you must:
   1. be nominated to become a Member of 3S Money by a person authorized by us;
   2. pass our regulatory due diligence checks
   3. not be in breach of these Terms; and
   4. not have had any previous 3S Money Account closed by us.
3. These Terms shall be governed by the laws of Luxembourg and any claim or dispute under these Terms shall be subject to the non-exclusive jurisdiction of the Courts of Luxembourg.
4. These Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms or any 3S Money Transactions.
5. The Electronic Money in your 3S Money Electronic Money Account belongs to the person or legal entity which is registered as the 3S Money Account holder. We recognise only the rights of the holder of the 3S Money Account. You cannot assign or transfer legal ownership of the 3S Money Electronic Money Account to anyone.
6. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your 3S Money Transactions, or for collecting, reporting or remitting any taxes arising from any 3S Money Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the 3S Money Services, including without limitation, the reporting and payment of any taxes arising in connection with 3S Money Transactions made through the 3S Money Services.
7. If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.
8. You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your 3S Money Electronic Money Account without 3S Money's prior written consent. 3S Money reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.
9. We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.
10. 10. 3S Money has the right to change any of its third-party service providers, with or without notice. 11. 3S Money reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
11. Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
12. We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via the 3S Money Client Portal or the Website, but we will not and do not provide advice to you either upon the merits of a proposed Transaction or upon any other matter. Before entering into any 3S Money Transaction you must make your and their own independent assessment as to whether it is appropriate to enter into a 3S Money Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every 3S Money Transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such 3S Money Transaction. Foreign currency exchange rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates.
13. Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms.
14. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
15. The Schedules form part of these Terms and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
16. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
17. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
18. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
19. These Terms shall be binding on, and ensure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
20. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
21. A reference to writing or written includes email.
22. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
23. These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.
24. Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that ju- risdiction.
25. A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
26. References to Clauses and Schedules are to the Clauses and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.
27. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
28. The definitions set out Schedule 1 apply to these Terms.
29. If any provision of the Terms is deemed null and void, unwritten, unenforceable or inapplicable, the other provisions will remain fully applicable.

SCHEDULE 1 — DEFINITIONS

"Business Day" means a day, other than a Saturday, Sunday or a public holiday in Lux- embourg, when banks in Luxembourg are open for business.

"Communications" means information provided relating to your 3S Money Account or any 3S Money Transaction, including: any agreements and policies you agree to, (e.g., these Terms) including updates to these agreements or policies; disclosures and notices, including prospectuses and reports for transaction receipts or confirmations; 3S Money Account statements and history; and payments authorizations and transaction receipts or confirmations; documents; and any other information related to your 3S Money Account or the 3S Money Services.

"Cookie Policy" means the cookie policy relating to the Website which can be found at http://3s.money.

"Counterparty" means the person you wish to send Electronic Money or money to.

"Counterparty Bank Account" means the bank account of the Counterparty.

"CSSF" means the Commission de Surveillance du Secteur Financier of Luxembourg whose address is 283 route d'Arlon, L-1150 Luxembourg (Grand Duchy of Luxembourg); further information on the CSSF can be obtained on the CSSF's website at https://www.cssf.lu/en/.

"Electronic Money" means electronically stored value represented by a claim against 3S Money.

"Electronic Money Exchange" has the meaning set out in Clause 7.1.

"Exchange Rate" has the meaning set out in Clause 11 and the Fees and Pricing Section.

"Fees and Pricing Section" means the separate fees schedule outlining the fees we charge in relation to the 3S Money Services.

"Force Majeure Event" means an event which is beyond the reasonable control of an affected party including without limit any market disruption, acts or restraints of govern- ment(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.

"Information" means any confidential and/or personally identifiable information or other information, including but not limited to the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.

"Mobile" means your smartphone or other electronic device you use to log into 3S Money Client Portal.

"Monetary Exchange" is not a service in its own right but will be part of a 3S Money Bank Transfer and means redeeming Electronic Money in your 3S Money Electronic Money Ac- count and using it to purchase money in a different currency using our Exchange Rates;

"Privacy Policy" means out privacy policy which can be found on the Website.

"Restricted Countries" means Afghanistan, Crimea, Cuba, Iran, Libya, North Korea, South Sudan, Sudan, Syria and such other countries as we may notify to you from time to time.

"3S Money" "we," "us," or "our" means 3S Money (Luxembourg) S.A., the details of which are set out in Clause 2.1.

"3S Money Account" means your relationship with us as described in these Terms.

"3S Money Account Profile" means your profile, accessible on the 3S Money Client Por- tal where you can view, among other things, your details.

"3S Money Bank Transfer" has the meaning set out in Clause 7.1.

"3S Money Client Portal" has the meaning set out in Clause 4.

"3S Money Client Portal Transaction" has the meaning set out in Clause 7.1.

"3S Money Electronic Money Account" means an account with us in which Electronic Money is held.

"3S Money Services" means you being given access to the 3S Money Client Portal via the Web Site and being able to enter into 3S Money Client Portal Transactions and the management of your 3S Money Account.

"3S Money Transactions" means 3S Money Client Portal Transactions. "3S Money Transaction History" means the list of 3S Money Transactions you have entered into, which is available on the 3S Money Client Portal.

"3S Money User" means a user of 3S Money which is not you.

"Third Party Bank Transfer" means a payment from a person which is not you to one of our bank accounts, the details of which we shall provide to you, as part of the process of requesting a Top-Up.

"Top-Up" means you or a third party sending money to us in return for us issuing Elec- tronic Money to your 3S Money Electronic Money Account as further described in Clause 6.

"User", "you" or "your" means you being the business that has agreed to these Terms to use the 3S Money Services.

"User Bank Account" means a bank account belonging to you.

"User Bank Transfer" means a transfer from a User Bank Account, performed by the User's payment service provider, to one of our bank accounts, the details of which we shall provide to you or your bank, as part of the process of requesting a Top-Up.

"Website" means out general website, the web address of which is https://.3s.money.

"Website Acceptable Use Policy" means the website acceptable usage policy which can be found on our Website.

"Website Terms" means the terms and conditions regarding the use of our Website which can be found on our Website.