Terms and Conditions
1. Stipulations
1.1. The Parties to this Agreement and participants in each transaction are an individual person or legal entity (the ‘Client’) and BREADX Pay (BC) Limited. “BREADX” means BREADX PAY (BC) Limited., a payment institution with a registered office 1285 WEST BROADWAY, SUITE 600 VANCOUVER BC V6H 3X8 CANADA. www.breadxpay.com
1.1.1. Breadxpay (BC) Limited is Registered by The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) to operate as a Money Service Business. Services offered include 1. Payment Service Provider, 2. Money Transferring, 3. Dealing in Foreign Exchange and 4. Dealing in Virtual Currencies. Our FINTRAC MSB Registration Number is M24963656.
1.2. This agreement describes Client’s rights and obligations when using these services. Client must read it carefully and be sure to have understood these Terms & Conditions.
1.3. These Terms & Conditions of Use constitute the entire and whole agreement between the parties with respect to the subject matter hereof and supersede and replace any and all prior agreements. In the event of inconsistency between this version of the Terms & conditions of Use and the online version at www.breadxpay.com the most current online version posted to www.breadxpay.com will prevail.
1.4. These Terms and Conditions govern the opening, use and closure of your BREADX Account and other related payment services as referred to herein. Together with our Privacy Policy, and any other terms and conditions referred to therein, they constitute the legal relationship between you and us. For the use of additional services, you may have to accept additional terms and conditions as communicated to you upon ordering or using such services. You are advised to print or download and keep a copy of these Terms and Conditions for future reference. You can always view the current Terms and Conditions on our Website.
1.5. Creation or use of a BREADX account means that the Client accepts all the Terms and Conditions of this Agreement.
1.6. Client acknowledges that Terms and Conditions of Use are subject to amendment, modification or deletion if required by, or found to conflict with, applicable law or regulation or otherwise without affecting the validity or enforceability of the remaining terms and conditions.
1.7. BREADX reserves the right to amend these Terms & Conditions of Use at any time by posting the amended Terms & Conditions of Use on the BREADX website.
1.8. Variation of Terms and Conditions – Amended Terms and Conditions of Use shall become effective 7 days after they are posted on the BREADX website to enable Client to adjust to any current changes in the terms and conditions in due time. Changes will be posted on the Terms and Conditions page on the BREADX website. Continued use of your account constitutes your acceptance of the Amended Terms and Conditions.
1.9. BREADX may send notices to Clients using the email address or postal address provided. Client may send notices to the Company’s customer service department. Any notices by either party under these Terms and Conditions of Use by email shall be deemed given on the day the email/support ticket is sent, unless the sending party receives an electronic indication that the email was not delivered; and if by mail, shall be deemed given six (6) business days after the date of mailing.
1.10. The original English language version of this agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English language version and any other language version of this agreement, The English language shall prevail.
1.11. Depending upon the type of account that you have, or additional services offered for your use, additional Terms and Conditions may apply and will be communicated to you at an appropriate time.
2. Service Description
2.1. Client acknowledges that BREADX is not a bank, Accounts are not insured by any government agency, BREADX is not subject to banking regulations. If we become insolvent, you may lose the funds held in your account.
2.2. Client acknowledges that the funds held in its account are aggregated at one or more institutions. BREADX reserves the right to determine which banks or payment institution will hold some or all of the Client’s funds.
2.3. To maintain the security of your funds and allow for the quick processing of transactions on your behalf, BREADX reserves the right to move funds freely between banks and payment institution at its sole discursion.
2.3.1. Funds may be held at an institution different from the one that initially received the funds. If any account holding aggregated funds becomes insolvent or frozen for any reason, your funds will also be frozen until such time the funds become available.
2.3.2. Information about safeguards and corrective measures: As a payment institution, all funds received into a client’s account may be automatically paid out to the Client’s nominated bank account within thirty (30) business days after the date of receipt of funds (on a date agreed with the client). Within this period, the Client can also instruct BREADX to execute a payment to a third party from the funds received in the Client’s account or change the pay-out date (previously agreed with BREADX) to the Client’s nominated account. In any case, all funds received in the Client’s account, if there is no further action from the Client, may be automatically paid out to the Client’s nominated account on the initial date agreed with the Client and no later than thirty (30) business days after the day the funds were received in the account.
2.4. Your funds are held with various money service providers and/or eMoney Institution(s) which enables you to send and receive funds and convert currency. You must provide us with settlement instructions within 30 days. Client funds that are not forward remitted within this time will be held in BREADX’s account until such time as instructions are received.
2.5. Your Account is denominated in EUR and/or GBP as the base currency. Other currencies may be available, and you may request that these currencies be added as additional currencies to your Account.
2.6. BREADX shall hold the Client’s funds in a BREADX account and shall provide the Client with the means to make payment and transfer transactions with the funds in the BREADX account based upon the availability of funds.
2.7. Client agrees that BREADX has the right to monitor the BREADX Network electronically from time to time in order to operate the System properly and to perform necessary Anti-Money Laundering (AML) and Know Your Client (KYC) checks.
2.8. The Client acknowledges and agrees that the BREADX service operates solely as a payment intermediary and that BREADX under no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, merchant of any product or service being ordered, obtained or procured by any funds processed through its services; and makes no representations or warranties and does not ensure the quality, safety or legality of any product or service purchased with funds received through the BREADX Services.
2.9. The Client acknowledges and agrees that any dispute regarding any product or service purchased or procured by any funds requested or received through the BREADX Services or any transaction involving the BREADX Services is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction connected with the products and services offered by the Merchant shall only obligate the Merchant. BREADX shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the products and services offered by the Merchant. the Merchant shall fully indemnify BREADX against any claim by third parties relating to the use of the products and services offered and shall reimburse BREADX in full for the costs of any legal defense.
2.10. The Client is always obliged to comply with the applicable laws and regulations in relation to the services provided by them.
2.11. Refusal of Order – BREADX will refuse payment order if there is any part of the terms and conditions that is not being met or fulfilled by the Client.
2.12. Unauthorized Transaction – Where there is a claim for an unauthorized transaction, BREADX will freeze the related funds until an investigation is completed and return the funds if warranted.
2.13. BREADX maintains a security interest in all funds held in your account.
2.13.1. In case of serious AML/KYC violations and/or investigation by regulators and/or law enforcement, BREADX may freeze your funds for up to 550 days or an unlimited amount of time if the freeze is due to compliance violations as defined by our internal policies or by regulators and/or law enforcement requirement or in circumstances covered in section 2.3.1.
2.14. Clearance of funds is based upon the total amount of funds and not the specific underlying transaction of amount of funds. This means, if funds have been received but KYC and or/ AML requirements have not been met, we reserve the right to freeze access to these funds or to return these funds to the sender at any time and without prior notice. Furthermore, we reserve the right, at our sole discretion, to assess fees against any account if the Client fails to respond to requests for or to provide KYC and or AML documentation.
2.15. Your BREADX Account may be subject to pay in, payment and withdrawal limits, depending on your country of residence, the verification status of your BREADX Account and other factors, such as but not limited to the type of transaction such as B2B and/or C2B transactions as well as the proportional balance between B2B and C2B usage as well as other factors and risk mitigation assessments used by us to determine such limits from time to time and at our sole discretion.
2.16. BREADX reserves the right to require a rolling holdback of funds associated with any transfer received into your account based upon an assessment of risk associated with any particular one, any group or any type of transaction. If a holdback is warranted, you will be notified as to the required percentage of holdback as well as the date when the funds will be made available to you. A separate account will be opened on the BREADX System and funds subject to hold back will be transferred to this account and held until the release date communicated to you.
2.17. Funds held on deposit in your BREADX account do not earn interest.
2.18. If BREADX is assessed negative interest by any bank, payment institution or Central Bank where your funds are held, we will assess the same negative interest against your balance held with us.
2.19. The funds held in your BREADX should be forward remitted within 30 days subject to section 2.4.
3. Opening and Maintaining an Account
3.1. Client may open a BREADX account by completing the online application form.
3.1.1. All information you provide during the signup process or anytime thereafter must be accurate and truthful. A Client must maintain an active address, phone number and email address to become a client and may not provide any false, inaccurate, incomplete, or misleading information. Client must not provide any name, bank account or credit card that he/she is not legally authorized to use.
3.1.2. If you order additional services later, you may be asked to provide compliance documents and to accept additional Terms and Conditions.
3.1.3. Client is responsible to ensure that the details provided at registration and later are kept up to date. BREADX reserves the right to request further information pertaining to Client’s account at any time. Failure to supply such information may result in limitation on usage of this service or suspension of the account.
3.2. If you are an individual, you must be 18 years of age or older to use our service, and by opening an account with us you declare that you are 18 years old or older. This does not apply to products for which we set a different age limit. We may require that you provide evidence of your age at any time.
3.3. You many only open one account unless we explicitly approve the opening of additional accounts.
3.4. You may only add payment instruments (such as bank accounts, credit cards, debit cards, etc.) to your account if you are the named holder of that payment instrument. We take any violation of this requirement seriously and will treat any attempt to add a payment instrument of which you are not the named holder as an act of fraud.
3.5. During signup you will be asked whether you intend to use your Account for private or commercial purposes. If you have any intention to use your Account for commercial purposes, you must so disclose, even if you use it also for private purposes. If you have stated that you will use your Account for private purposes only, you must inform our Customer Service department before, at any point in the future, you use it for commercial purposes. Receiving payments for or in connection with any business activity to your Account constitutes use for commercial purposes. We reserve the right to determine whether, in our reasonable opinion, you are using your Account for commercial purposes. If you are using your Account for commercial purposes, in addition to these Terms and Conditions, you shall be bound by our Terms and Conditions and you shall pay fees as shown on the Fee Disclosure Addendum to these Terms and Conditions. If you are in any doubt about whether or not an activity amounts to a commercial activity, you should contact Customer Service.
3.6. Within 7 days of the date of opening your Account, you may close your Account at no cost by contacting Customer Service; however, if you have uploaded funds into your Account, you may be required to provide identification documents before being able to withdraw funds. Transactions and fees for transactions undertaken before you close your Account (including those transactions that are not revocable and have been initiated but not completed before closure of your Account) will not be refunded. After the 7-day period and up until 180 days, an early closure fee will be assessed as defined in section 12.13.
3.7. We may contact you by e-mail or in other ways described in section 19 with information or notices regarding your Account. It is your responsibility to regularly check the proper functioning of your e-mail account or other methods of communication that you have registered with us and to retrieve and read messages relating to your Account promptly. We shall not be liable for any loss arising out of your failure to do so.
3.8. Pay-ins, payments received, payments sent, and fund withdrawals are displayed in your online transactions history together with the fees charged. Each transaction is given a unique transaction ID and shown in the transaction history. You should quote this transaction ID when communicating with us about a particular transaction. You should check your Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Customer Service.
3.9. Subject to the provisions of section 8 below and without prejudice to the provisions of section 9.5(A), in order to claim a refund for an unauthorized or incorrectly executed payment transaction in your Account you must notify us without undue delay after becoming aware of the unauthorized or incorrect transaction and in any event no later than six (6) months after the debit date of the transaction.
4. Keeping your BREADX Account Safe
4.1. You must take all reasonable steps to keep your Account password safe at all times and never disclose it to anyone. Our personnel will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password, other than the BREADX Website or a BREADX payment gateway on a merchant website, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Service. It is advisable to change your password regularly (at least every three (3) to six (6) months) in order to reduce the risk of a security breach in relation to your Account. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. You must never allow anyone to access your Account or watch you accessing your Account.
4.1.1. The password must NOT be disclosed to any third party, nor should Client use anyone else Password. Client is solely responsible for the security of his/her Login and password.
4.1.2. Two Factor Authorization (2FA) is enabled on all BREADX Accounts via the Google Authenticator App. You must download this app from the Google Play Store of the Apple App Store in order to access your account and authorize payments from your account.
4.1.3. Client agrees that BREADX will treat any person accessing Client’s account using the correct Client’s login and Password as the Client and all transactions where the login and password have been entered correctly will be regarded as valid.
4.2. If you have any indication or suspicion of your Account, login details, password, or other security feature being lost, stolen, misappropriated, used without authorization, or otherwise compromised, you are advised to change your password. You must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorized use of your Account, login details, password, or other security features. Any undue delay in notifying us may not only affect the security of your Account but may result in you being liable for any losses as a result. If you suspect that your Account was accessed by someone else, you should also contact your local police and report the incident.
4.3. We may suspend your Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Account or any of its security features or if we reasonably suspect that an unauthorized or fraudulent use of your Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
4.4. You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Account. In case any of the email addresses registered with your Accounts are compromised, you should without undue delay after becoming aware of this contact Customer Service and also contact your e-mail service provider.
4.5. Irrespective of whether you are using a public, a shared or your own computer to access your Account, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer you are using.
4.6. Additional products or services you use may have additional security requirements and you must familiarize yourself with those as notified to you.
5. Funding Your BREADX Account
5.1. In order to upload money, Client may choose from one or more payment options available to Client depending on Client’s eligibility for different payment methods to be made available to the client by BREADX. Client must also complete the information requested, including passing all identity and security validation and verification checks. Client authorizes BREADX to obtain or receive funds on his/her behalf from Client’s chosen payment source, plus applicable fees.
5.2. Uploads may be subject to upload limits due to security and legal requirements. These limits are set dynamically depending on your account status and the upload method you want to use. You should be aware that depending on your account status your upload limits may be higher than your withdrawal or spending limits.
5.3. Uploads are subject to upload fees depending on which upload method and payment instrument chosen.
5.4. We do not guarantee the use of any particular upload method and may make changes to or discontinue the acceptance of any particular upload method at any time without following the procedure set out in section 18. Notwithstanding section 8.7 below, we shall not be responsible for the upload payment until the uploaded funds are received by us.
5.5. You may be asked to answer security questions or to complete other activities that we may reasonably require to ensure proper authorization of an upload transaction.
5.6. If you choose an upload method using a payment instrument that may be subject to chargeback rights such as (but not limited to) credit or debit card or direct debit or a recall of wire, you declare that you will not exercise such chargeback right other than for unauthorized use of the payment instrument or for a breach by us of these Terms and Conditions which would result in you having a right to a refund of the uploaded amount. Otherwise, you may not charge back any upload transaction or allow a chargeback of any upload transaction for reasons for which we are not responsible, including (but not limited to) disputes with merchants for non-delivery of goods or services or insufficient balance on the payment instrument account. We reserve the right to charge you fees and expenses we incur in connection with such chargeback and any action undertaken to challenge the same. We may also charge you a chargeback fee of up to EUR 2500 per incident. Additional terms and conditions in relation to Recall of Wires from 3rd party remitters are covered in section 11 below.
5.7. Subscription Billing - Some online Merchants may offer goods or services which can be paid for using Subscription Billing. This means that a Payment will be deducted from your Account at regular intervals. The amount of the Payment and the intervals at which the Payment will be deducted is determined by the relevant Merchant. Subscription Billing is an arrangement between you and the relevant Merchant. If you wish to amend or cancel your Subscription Billing Payment or have any query or dispute concerning your Subscription Billing Payment, you may only do this by contacting the Merchant directly, and the terms and conditions set by the Merchant will apply. Once you have contacted the Merchant you should inform us. We are unable to cancel or amend Subscription Billing Payments without the consent of the Merchant. You should not cancel or otherwise reverse a Subscription Billing payment without contacting the Merchant first. We will not be liable for any Subscription Billing Payment that is deducted from your Account before you have notified the Merchant of the cancellation. You will not be able to cancel a Payment that has already been made to a Merchant.
5.8. It is your responsibility to ensure that your Account has sufficient funds to make each of the Payments you have agreed to make using Subscription Billing. We shall not be liable for any fees, charges or fines you may incur as a result of there being insufficient funds in your Account to meet your obligations under a Subscription Billing arrangement. If your Account goes into a negative balance, as a result of such payment(s) or otherwise, you will be liable to repay such amount to us and the terms of Section 8.6 shall apply. A payment made by way of Subscription Billing is a “Payment” as defined in these Terms and Conditions and the normal Fees will be applied to each Payment.
5.9. If a recall of wire/chargeback or reversal of an upload transaction results in a negative balance in your Account, you will be required to repay such negative balance by uploading sufficient funds into your Account. Failure to do so is a breach of these Terms and Conditions. Repayment of the negative balance is due immediately, without notice. We reserve the right, at any time, to send you reminders or to take other 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. Additional terms and conditions in relation to Recall of Wires from 3rd party remitters are covered in section 11 below.
5.10. Uploaded funds will be credited to your Account after the funds have been received by us. Some upload transactions, such as those by credit or debit card, direct debit or direct banking will be credited to your Account immediately but are subject to reversal in case the actual funds do not reach us within a reasonable time, in which case we will deduct such reversed transaction from the balance of your Account. If your Account balance is insufficient, we reserve the right to require repayment from you.
5.11. For the purposes of an upload transaction through a payment instrument, we are a payment recipient and not a payment service provider.
5.12. You may not make an upload through a payment instrument if you are not the named holder of that payment instrument. We take any violation of this requirement very seriously and will treat any attempt to use a payment instrument of which you are not the named holder as a fraudulent act. Without prejudice to claiming further damages, if we are required to return funds uploaded from a payment instrument that is not in your name, we may charge an administration fee of up to EUR 2500 per upload return.
5.13. Pay-ins may be subject to upload limits due to security and legal requirements. These limits are set dynamically depending on your verification status and the upload method you choose to use. You should be aware that, depending on your verification status, your upload limits may be higher than your withdrawal or spending limits. You can view these limits at any time in the relevant section of your Account profile.
5.14. Pay-ins are subject to upload fees and currency conversion fees depending on which upload method and payment instrument is chosen. Please see section 12 for details.
5.15. We shall not be responsible for the uploaded payments until the uploaded funds are actually received by us.
6. Sending Payments
6.1. To send a payment you are required to authorize the payment with your login details and password. We may also ask you additional security questions relating to you or your Account. If your Account is protected by additional security measures such as password tokens, you need to follow the instructions provided to you with such additional security measures. If your Account is enabled to make mass payments, the procedure to make such payments will be communicated to you in the relevant integration manual.
6.2. Every recipient of a payment you wish to send through us must have a valid means that we can use for their identification. For most of our services that means of identification will be a valid e-mail address, but other means of identification may be required.
6.3. When Client sends a payment, BREADX will obtain the funds plus any commission first by debiting Client’s funds in the BREADX accounts, if any. If the Client’s funds are not sufficient to carry out Client’s payment instructions in full, BREADX will notify the Client or decline the transaction if there are insufficient funds in Client‘s BREADX account and if Client did not update their accounts with the required amount. BREADX reserves the right to limit an account-holder’s choice of funding sources for any individual payment at its discretion.
6.4. Until the payment is accepted by the recipient, Client remains the owner of those funds and BREADX holds those funds as agent, but Client will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is canceled.
6.5. Some accounts, at BREADX discretion, may have a higher or lower spending limit depending on their account status. These limits may be determined dynamically based upon the risk profile of the Client’s BREADX account.
6.6. If you are asked to provide details of the recipient’s e-mail address or other means of identification, where applicable, you must take great care to properly type the exact details. We use those details as the unique identifier to determine the intended recipient of the payment. Other information you provide along with the recipient’s means of identification may be disregarded, and we shall not be liable for any error you make when entering the recipient’s means of identification. Providing false information or information controlled by the Client is considered an act of fraud.
6.7. Payments are subject to payment limits due to security and legal requirements. These limits are set dynamically depending on your account status. You should be aware that the recipient of a payment may also be subject to spending and withdrawal limits and that this may affect the recipient’s access to the funds you intend to send.
6.8. Sending payments is subject to fees, including reimbursement of Bank Interchange Fees, applicable currency conversion fees, depending on the type of payment you make, and the type of Account you hold. Please see section 12.7 for details.
6.9. As different banks and payment institutions have different guidelines concerning the types of payments they will process and the types of business they will process payments for, BREADX reserves the right to place restrictions on the use of various accounts provided to the Client.
6.9.1. In some instances, some accounts will only be available to receive B2B (Business-to-Business) Transactions while other accounts will be made available for the receipt of C2B (Consumer-to-Business) Transactions. Clear guidance will be provided as to the allowable uses of each account provided to you.
6.9.2. If a transfer is received into an account improperly, such as a C2B transaction being received into a B2B account, BREADX or its bank will return this payment to the remitter and this payment will not credit to your account. BREADX reserves the right to assess a fee of EUR 250 for each instance of improper account usage.
6.9.3. Unless otherwise stated, all SWIFT network transactions will be received into an account in the name of BREADX as beneficiary for further credit to the Client.
6.9.4. Transactions received as a local transfer in local currencies in a variety of countries such as but not limited to, People’s Republic of China, South Africa, Israel , Thailand, Singapore, Taiwan, and the UAE will be sent to an account of a licensed Money Service Business with whom we contract with for further crediting to BREADX on behalf of the Client.
7. Receiving Funds
7.1. If you receive funds into your Account, we will send you a notification e-mail and display the payment as a “Deposit” transaction in your transaction history. You should regularly reconcile incoming payments with your own records.
7.2. You should be aware that receipt of funds to your Account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment in case the payer or the payer’s bank or payment service provider has charged back or otherwise reversed (or is reasonably likely to charge back or otherwise reverse) an upload or other payment which was used to fund the payment to you.
7.3. If a person received a payment notification from us indicating that someone has sent them funds to an e-mail address that is not registered, they will not be credited with the payment until it has been claimed in accordance with the instructions laid out in the notification e-mail. Until then, there will be no contractual or fiduciary relationship between us and the intended recipient. The funds remain those of the sender.
7.4. You can request a payment from someone by using the “Receive Money” service. You must only use this service for undisputed amounts that a person owes you and that are due for payment in full. You may not use this service more than once for the same payment you request. This service may not be used as a debt collection or enforcement tool. If the person that owes you the payment asks you not to use BREADX “Receive Money” service to request payment from them, you must comply with this request regardless of the merits of your claim. When using this service, you must ensure that you have the right to contact the person you are claiming from. You are strictly prohibited from requesting money by using the “Request Money” service within your Account from someone that:
7.4.1. Does not owe you the amount requested.
7.4.2. Would be ineligible to open an Account (e.g., minors); or
7.4.3. Has not given or has withdrawn his or her consent to receive a request for payment via the “Request Money” service. We reserve the right to claim any damages or losses arising out of your breach of this section.
7.5. The receipt of payments is subject to fees and currency fees, depending on the type of payment you receive and the type of Account you have. Please see section 12 for details.
8. Rolling Reserve on Merchant Accounts
8.1. A rolling reserve is a risk management and works as a buffer for recall of wires/chargebacks and is generally, but not limited to C2B deposits. The more risk a business might face, the higher the rolling reserve will be calculated by us. Rolling reserve ensures that the Client’s account has enough liquidity in case of a high amount of recall of wires/chargebacks are claimed by your customers/clients.
8.2. At the discretion of BREADX, a Rolling Reserve account may be established to cover possible disputed transactions, recall of wire fees, fines as well as any other expenses. If BREADX determines that a rolling reserve is required to be established, we will notify you as to which payments methods are subject to Rolling Reserve as well as the length of time funds will be held in abeyance.
8.3. Although a Rolling Reserve is normally associated with C2B Transactions, BREADX reserves the right to apply a rolling reserve against any and all funds received into your account.
8.4. BREADX will calculate the rolling reserve amount based on a certain percentage of each transaction and that percentage is determined by the risk profile of the Client. Rolling reserves are kept on hold for a defined period and will be released to the Client at the end of this period.
8.5. A portion of the C2B volume processed will be secured to cover for the potential business risk relating to recall of wires and/or chargebacks. The money always remains on the Client’s account and is then released to the Client at a later time (a maximum of 180 days).
8.6. The rolling reserve will be reviewed on a regular basis to determine, based upon a risk management standpoint, if it can be altered, to either eliminate, reduce, or increase the percentage held and/or the length of time funds will be held.
9. Withdrawing Funds
9.1. You can request a withdrawal of all, or part of the available funds held in your Account at any time. To do this you must log into your Account and select a withdrawal method and enter the amount to be withdrawn. Withdrawal methods are payment services provided, at least in part, by third party financial institutions (for example, the bank where you hold a bank account). We do not guarantee the availability of any particular withdrawal method and may make changes to or discontinue a particular withdrawal method at any time without following the procedure set out in section 18 as long as there is at least one withdrawal method available to you. Where the withdrawal payment is received by you through the involvement of a payment service provider (such as the bank where you hold a bank account), we shall not be responsible for the withdrawal payment once the withdrawn funds are received by your payment service provider.
9.2. Your Account may be subject to withdrawal limits. These limits are adjusted dynamically depending on the type of transactional activity that is processed through your account.
9.3. If your withdrawal request exceeds the current limit, we may decline your request.
9.4. Withdrawals are subject to withdrawal fees and currency conversion fees depending on which withdrawal method and payment instrument is chosen. Refer to section 12 for details.
9.5. For the purposes of a withdrawal transaction, we are a payer and not a payment service provider.
9.6. You must not make a withdrawal to a bank account or other payment instrument if you are not the named holder. We take any violation of this requirement very seriously and will treat any attempt to use a payment instrument of which you are not the named holder as a fraudulent act. Without prejudice to claiming further damages, if we are required to investigate a withdrawal to a payment instrument that is not in your name, we may charge an administration fee of up to EUR 2500.
9.7. You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong payment instrument where this is due to you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If you have withdrawn funds to the wrong payment instrument, you may request that we assist you in reclaiming the funds, however, we will charge you an administration fee of up to EUR 250 for doing so and we cannot guarantee that the reclaim efforts will be successful nor assume any liability thereof.
9.8. Payment Instructions – Client is solely responsible for the instructions given to BREADX and for this reason BREADX may not be able to detect errors in Client’s payment instructions, such as incorrect IBAN, SWIFT/BIC Code, Account Number, etc.
9.8.1. Client must note that all payments made are final and not reversible once the recipient has received the payment sent by BREADX, in accordance with Client’s instructions. You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong payment instrument where this is due to you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If you have withdrawn funds to the wrong payment instrument, you may request that we assist you in reclaiming the funds, however, we will charge you an administration fee of up to EUR 250 for doing so and we cannot guarantee that the reclaim efforts will be successful nor assume any liability thereof.
9.9. As different banks and payment institutions have different guidelines concerning the types of payments they will process and the types of business they will process payments for, BREADX reserves the right and the Client expressly agrees that any outgoing transaction requested by you may be executed from any institution that is available to us to execute the transaction. The client is not permitted to direct to BREADX which account is to be used to execute a given transfer.
9.9.1. In some instances, transactions will be executed through the SEPA/CHAPS/BACS/FPS systems from an account where the remitter name is that of the Client is such account was issued to the Client by BREADX. In other instances, transactions will be executed from an account in the name of BREADX as remitter.
9.9.1.1. Transactions executed from an account in the name of BREADX are considered the same as if they had been executed from an account in the name of the Client as the remitter name.
9.9.2. Unless otherwise stated, all SWIFT network transactions will be executed from an account in the name of BREADX as remitter.
9.9.3. Transactions sent as a local transfer in local currencies in a variety of countries such as but not limited to, People’s Republic of China, South Africa, Israel, Thailand, Singapore, Taiwan, and the UAE will be sent from an account of a local Money Service Business with whom we contract with.
10. Prohibited Transactions
10.1. BREADX strictly prohibits sending or receiving payments as consideration for the sale or supply of the following:
10.1.1. Any item that violates any law, statute, ordinances, or regulations.
10.1.2. Drugs or drug paraphernalia including narcotics, steroids, and certain controlled substances that presents a risk to Client safety.
10.1.2.1. Any product related to Cannabis, or it’s directivities such as Hemp, CBD Oil, edibles, etc. unless you enter into a separate agreement for the provisioning of these services.
10.1.3. Prescription drugs.
10.1.4. Tobacco or Vaping Products.
10.1.5. It is strictly forbidden to make payments to or to receive payments from persons or entities offering illegal gambling services, including (but not limited to) illegal sports betting, casino games and poker games. We may suspend or terminate your Account at any time or refuse to execute or reverse a transaction if we believe that you directly or indirectly use or have used your Account for or in connection with illegal gambling transactions. Countries where online gambling is illegal include the United States of America, Turkey, China, Malaysia, and Israel. This list is not exhaustive, and it is your responsibility to ensure that you do not use our services for transactions that may be considered illegal in your jurisdiction.
10.1.6. Unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses);
10.1.7. Weapons (including without limitation, knives, guns, firearms or ammunition).
10.1.8. Satellite and cable TV descramblers.
10.1.9. Child pornography or related hardcore content or services of any kind.
10.1.10. Pornography, adult material, material which incites violence, hatred, violence, racism, sexism, homophobia, xenophobia, gender bias or which is considered obscene.
10.1.11. Government IDs and licenses including replicas and novelty items and any counterfeit products.
10.1.12. Illegal or stolen goods or services.
10.1.13. Illegal downloads or any other goods and services infringing intellectual property rights (trademark, patent, copyright) of a third party.
10.1.14. Items which encourage or facilitate illegal activities.
10.1.15. Trading of items or support of organizations that promote hated, violence, racism, homophobia, xenophobia, gender bias or any other form of intolerance.
10.1.16. Using currency exchanges or aggregation other than BREADX, unless approved by BREADX.
10.1.17. Any services utilized for money laundering.
10.1.18. Multi-level marketing, pyramid selling or Ponzi schemes, matrix programs or other “get rich quick” schemes or high yield investment programs.
10.1.19. Goods or services that infringe the intellectual property rights of a third party.
10.1.20. Un-coded/miscoded gaming.
10.1.21. Timeshares or property reservation payments (On and Off Plan).
10.1.22. Purported collection of Government Tax Payments due on investments.
10.1.23. Operating a Payment Service Provider (PSP), a Money Service Business or an eMoney Institution without specific authorization to do so.
10.1.24. Operating an unlicensed and/or unregulated Cryptocurrency Exchange and/or Cryptocurrency Wallet Service.
10.2. We reserve the right, in our sole discretion, to add categories of prohibited transactions by adding such categories either to these Terms and Conditions or an acceptable use policy published on the Website.
10.2.1. You may not use our services if you or your company are residing in or are a citizen of any of the following countries: Afghanistan, Belarus, Cuba, Peoples Republic of China, the Gaza Strip, Iran, Iraq, Ivory Coast, Lebanon, Liberia, Nicaragua, Democratic People’s Republic of Korea (North Korea), North Sudan, The Palestinian Authority, Somalia, South Sudan, Syria, Venezuela, or Yemen. Further, we do not facilitate payments to or from the Kenya, Nigeria or the United States of America. This list is not exhaustive, and we may in our sole discretion decide to discontinue or restrict our services in other countries at any time and without prior notice. We reserve the right to suspend or terminate your Account at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.
10.2.2. It is strictly forbidden to use your Account for any illegal purposes including but not limited to fraud, terrorism, and money laundering. We will report any suspicious activity to the relevant law enforcement agency. You are prohibited from using your Account in an attempt to abuse, exploit, or circumvent the usage restrictions imposed by a merchant on the services it provides.
10.2.3. You may only utilize our services for certain categories of business after approval from us, at our sole discretion. Such business categories include but are not limited to money exchange or remittance businesses, including but not limited to bureaux de change, currency exchanges, and purchase of travel money.
10.2.4. the collection of any form of donations or payments to charitable or not-for-profit organizations.
10.2.5. dealing in natural resources such as Oil, Coal, Natural Gas, Carbon Credits, etc.
10.2.6. the sale of supply of dietary supplements and alternative health products.
10.2.7. any other business category published in an acceptable use policy on the Website from time to time. In case you are in doubt whether your business falls under any of the above categories, you must contact Customer Service. We reserve the right, at our sole discretion, to add business categories requiring approval by adding such categories either to these Terms and Conditions or via an acceptable use policy published on the Website.
10.3. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section, we reserve the right to:
10.3.1. reverse the transaction; and/or
10.3.2. close or suspend your Account; and/or
10.3.3. report the transaction to the relevant law enforcement agency; and/or
10.3.4. Place a hold on all funds help in your account for a period of at least 548 days
10.3.5. Utilize held funds referenced in 10.3.4 in whole or in part for the payment of fees due to BREADX
10.3.6. Utilize held funds referenced in 10.3.4 in whole or in part to return funds back to the original remitters
10.3.7. claim damages from you; and
10.3.8. charge you an administration fee of up to EUR 5000 per payment instance in case we apply any of the above.
10.4. It is your responsibility and not that of BREADX to ensure that you only send payments to or receive payments from persons or entities for the sale or supply of goods and services that you may provide or receive in compliance with any applicable laws and regulations. The mere fact that a person or entity accepts payments through BREADX is not an indication of the legality of the supply or provision of their goods and services. If you are in doubt as to the legality of a supply or purchase, you should not continue with your payment.
11. Recall of Wire/Chargebacks Violations
11.1. If a Recall of Wire/Chargebacks Violation or Investigation is received and/or initiated against your account for a payment received through the SWIFT, SEPA, or ACH system, the following actions will be taken.
11.1.1. You will be notified of our receipt of recall or initiation of an Investigation. You may be given an opportunity to contact the remitter of funds to mitigate the recall. Specifically, this would require the cancellation of the recall by the remitter’s bank or payment institution. In most situations, this will need to occur within 48 hours, although we reserve the right to act to mitigate our losses at any time after the initial receipt of the Recall of Wire message.
11.1.2. We will place a compliance hold on the funds related to the Recall Request.
11.1.3. Client should immediately contact their customer/client to mitigate the Recall of Wire/Chargeback action by resolving any misunderstanding and requesting that the customer/client cancel the Recall of Wire/Chargeback action.
11.1.4. We will transmit compliance requests for documents related to the Recall of Wire/Chargeback transaction(s) in question. You agree to provide any and all requested documents within 48 hours.
11.1.4.1. Should Client not cooperate with any requests as defined in 12.1.3, at our sole discursion, provisions in Section 9 – Rolling Reserve and Section 8 - Account Suspension and Termination may apply.
11.1.4.2. Further, we reserve the right and at our sole discretion, we may debit your account for the amount of the recall immediately and send the funds back to the remitter.
11.1.5. If a Recall of Wire action/request is received for Cancellation of Transaction, we will debit your account an initial fee of EUR 250 per payment instance. For example, if John Doe sent 4 wires to your account and then recalled each of the 4 wires, your account will be debited a total of EUR 1,000.
11.1.6. In the case of a Recall of Wire, your account will be debited the amount of the recall of wire request. These funds will be held by BREADX until such time as the recall of wire issue is resolved.
11.1.7. A recall of wire for FRAUD will incur a fee of up to EUR 5,000 per instance.
11.1.8. If a Recall of Wire is received for a reason other than FRAUD BREADX reserves the right to consider that Recall a FRAUD recall a FRAUD recall based upon our sold discursion.
11.1.9. If the recall of wire is not resolved with 3 business days, BREADX reserves the right to return the funds to the sender or allocate the funds as a fee to mitigate the expenses associated with the recall of wire.
11.1.10. If you do not have sufficient funds in your Account to cover the recall amount, following our notification to you, we will allow you one business day to fund your account with sufficient funds to cover the total recall amount as well as any other wires that may be returned as defined in this section as well as any and all fees due to BREADX as defined in section 12.
11.1.11. Recall of Funds requests received due to FRAUD and/or Complaints, whether substantiated or not, may result in the freezing of funds in your account for the duration of a compliance and/or legal review. Although we will endeavor to complete this review as quickly as possible, there is no established time period for us to complete this review.
11.1.12. We reserve the right to take any and all actions necessary to mitigate the risk associated with a Recall of Wire.
11.1.13. If you do not comply with our requests in relation to any provision in section 11, we will assess a penalty fee against your account of a minimum of EUR 5,000 per incident that we are required to take to recover funds to mitigate losses associated with the Recall of Wire. This fee is in addition to any other fees that are assessed under any provision of section 11.
11.1.14. Based upon the terms in section 12 below, we can deduct all fees as determined by us that are associated with any legal and/or collection action we are required to take to protect our rights under section 12. We may also freeze your account.
11.2. Internal or External AML/KYC or EDD Violations or Investigations
11.2.1. If an Investigation is initiated against your account, the following actions will be taken:
11.2.2. You will be notified of our receipt of investigation.
11.2.3. We will place a compliance hold on the balance of your funds.
11.2.4. Although we will endeavor to complete this review as quickly as possible, there is no established time for us to complete this review.
11.2.5. We reserve the right to take all actions necessary to mitigate the risk associated with your account.
11.2.5.1. If the investigation into your account remains unresolved due to reasons including a lack of cooperation of the account holder or based upon our internal policies and procedures, we will assess a penalty fee against your account of a minimum of EUR 5,000 up to the balance of your account. This fee is in addition to any other fees that are assessed under any provision of section 11.
11.2.6. Based upon the terms in section 12 below, we can deduct all fees as determined by us that are associated with any compliance audit, legal, collection action and/or damages incurred that we are required to take to protect our rights under section 12. We may also freeze your account.
12. Fees
12.1. This section applies to Commercial Clients and is in addition to your fee agreement.
12.2. Transaction related fees are considered commissions paid by the Client to BREADX. These fees are contained in a separate Fee Disclosure Addendum to this agreement. Additional fees apply to Accounts used for commercial purposes in accordance with the applicable terms and conditions referred to in section 3.5 above. The Fee Disclosure Addendum represents the base fees of BREADX and are considered part of these Terms and Conditions. Fees are subject to change in accordance with section 12.12. Under certain circumstances we may charge additional fees as set out in these Terms and Condition in any of the sections that reference specific fees.
12.3. Currency Exchange/Conversion – Your transactions may be subject to currency conversions. If you make a payment from your Account denominated in one currency to an Account denominated in another currency, you will be asked to either make the payment in the currency of your Account or in another currency. If you choose the currency of your Account, then the recipient will pay the fee for the conversion into the currency of his or her Account. If you choose the currency of the recipient’s Account, you will pay the fee for the currency conversion into the currency of the payment. If you choose a currency that is neither the currency of your Account, nor the currency of the recipient’s Account then you will pay the fee for the conversion into the currency of the payment, and the recipient will pay the fee for the conversion of the payment currency into the currency of his or her Account.
12.3.1. Every currency conversion, we will apply our then current wholesale exchange rates, which are updated on a regular basis throughout the day. Changes in these exchange rates and/or fees may be applied immediately and may change without notice. In addition, we will apply a foreign exchange or other exchange fee, to be determined based on a variety of factors, including but not limited to market conditions and risk, which is expressed as a percentage applicable in addition to the transaction fee.
12.3.2. Currency Exchange requests made in conjunction with an outgoing wire request through online banking will be subject to currency fees and/or commissions. When currency is remitted in EURO or another currency but is sent to a country where local payouts are supported, BREADX reserves the right to make the payout in the local currency with a local provider and charge the currency conversion and transfer fees associated with the transaction.
12.3.3. Our Fees are expressed as a percentage of the transaction or as a fixed amount in the currency, which is relevant to the transaction being performed, or both. The fees are determined per transaction according to our fee schedule which is relevant to your account.
12.3.4. Fees payable will be deducted from your Account balance, and you hereby authorize us to do same. Transaction fees will be charged when the transaction is executed. If your Account balance is insufficient to cover the fees, we may refuse to execute the payment. Reversal or chargeback fees will be deducted when incurred.
12.3.5. If the deduction of fees results in a negative Account balance, you will be required to repay such negative balance by uploading sufficient funds into your Account. Failure to do so is a breach of these Terms and Conditions. Repayment of the negative balance is due immediately without notice; however, we reserve the right at any time to send you reminders that you need to upload funds or to take other debt collection measures, including but not limited to instructing a debt collection agency or solicitors or to pursue the claim in court. We reserve the right to charge you expenses (including attorney’s fees) we have reasonably incurred in connection with any debt collection or enforcement.
12.4 Bank Interchange Fees/Intermediary Bank Fees – These fee(s) represent costs charged to BREADX by any sending or receiving institution. BREADX adds these fee(s) to every transaction processed. These fees are charged by BREADX and represent a reimbursement for the approximate fees that BREADX incurs for the transfer. The actual fees charged may be more or less than what BREADX actually pays and are intended to reimburse BREADX for these fees payed by us on your behalf.
12.4.1 You agree that these Bank Interchange Fees cannot be waived under any circumstance when a payment was executed properly.
12.4.2 Bank Interchange Fees are dynamic, are not within the control of BREADX and depend entirely upon which institution is utilized and can change at any time.
12.5 Standard Base Fees for Commercial (Business) Accounts
12.5.1 B2B (Business-to-Business) Transactions (SEPA, BACS, CHAPS, FPS Networks)
12.5.2 Our Standard Base Commission that is applied to incoming B2B (Business-to-Business) transactions is 4.5% of the amount received or EUR 125 whichever is greater plus any assessed Bank Interchange Fees as described above in 12.7.
12.5.3 Our Standard Base Commission that is applied to outgoing B2B (Business-to-Business) transactions processed through the SEPA (Single Euro Payment Area) System is 4.5% plus any assessed Bank Interchange Fees as described above in 12.7.
12.6 C2B/B2C (Consumer-to-Business/Business-to-Consumer) Transactions (SEPA, BACS, CHAPS, FPS Networks)
12.6.1 Our Standard Base Commission that is applied to incoming C2B (Consumer-to-Business) transactions is 6.0% of the amount received or EUR 125 whichever is greater plus any assessed Bank Interchange Fees as described above in 12.4.
12.6.2 Our Standard Base Commission that is applied to outgoing B2C (Business-to-Consumer) transactions processed through the SEPA (Single Euro Payment Area) System is 6.0% plus any assessed Bank Interchange Fees as described above in 12.4.
12.7 B2B (Business-to-Business) Transactions (SWIFT Network)
12.7.1 Our Standard Base Commission that is applied to incoming B2B (Business-to-Business) transactions is 6.0% of the amount received or EUR 125 whichever is greater plus any assessed Bank Interchange Fees as described above in 12.4.
12.7.2 Our Standard Base Commission that is applied to outgoing B2B (Business-to-Business) transactions processed through the SWIFT System is 6.0% plus any assessed Bank Interchange Fees as described above in 12.4.
12.8 C2B/B2C (Consumer-to-Business/Business-to-Consumer) Transactions (SWIFT Network).
12.8.1 Our Standard Base Commission that is applied to incoming C2B (Consumer-to-Business) transactions is 6.0% of the amount received or EUR 125 whichever is greater plus any assessed Bank Interchange Fees as described above in 12.4.
12.8.2 Our Standard Base Commission that is applied to outgoing B2C (Business-to-Consumer) transactions processed through the SWIFT System is 6.0% plus any assessed Bank Interchange Fees as described above in 12.4.
12.9 Fees stated in this section are our Standard published base fees for Commercial Accounts. Your actual fees, higher or lower will be determined based upon your declared monthly inward payment volume at the time of application and will be included on the Fee Disclosure Addendum to this agreement.
12.9.1 If your inward payment volume is less than what was disclosed to us, we reserve the right to review your account and raise our fees to our Standard Base Fees as described in 12.8.1, 12.8.2, 12.8.3 and 12.8.4.
12.9.1.1 If during our review and at our sole discretion, we determine that a change back to our Standard Base Fees are warranted we will notify you of our findings and your rate will increase at the time of notification. We may apply this increase retroactively.
12.9.1.2 If your monthly inward payment volume increases from your originally disclosed amounts, you can make a request to our customer service department that your rates be lowered based upon the new payment data. We will undertake a review and notify you if we are able to lower your rates.
12.10 Monthly Account Maintenance Fees for Commercial Accounts
12.10.1 A monthly account maintenance fee will be assessed monthly on a day of our choosing. This fee is disclosed to you on your Fee Disclosure Addendum to these Terms and Conditions.
12.11 Early Closure Fee
12.11.1 An early closure fee will be assessed to any account that has been established with us for more than 7 days and less than 180 days. If account activity has occurred within the first 7 days, and closure occurs within that timeframe, the Early Closure Fee will still be assessed.
12.11.2 The Early Closure Fee is stated on the Fee Disclosure Addendum to these Terms and Conditions.
12.12 Dormant Account Fee
12.12.1 A dormant account fee will be assessed against any account that is dormant for 30 days. The dormant account fee is EUR 1000.
13. Your Data
13.1. The processing of your data is governed by our Privacy Policy which can be found on our website. By accepting these Terms and Conditions, you also agree to the terms of our Privacy Policy. You should print and keep a copy of the Privacy Policy together with these Terms and Conditions.
13.2. As a default, you may receive e-mail newsletters that will inform you about new product features, events, promotions, special deals etc. By accepting these Terms and Conditions, you agree to receive such e-mail newsletters on a regular basis. If you do not wish to receive any newsletters from us, you can opt out at any time by logging into your Account and changing the appropriate setting in your Account profile. You can also opt out of receiving newsletters by contacting Customer Service. Any e-mail newsletter you receive will also give you the option to unsubscribe from any future newsletter.
14. Liability
14.1. In case of an unauthorized payment or a payment that was incorrectly executed due to an error by us, we shall at your request immediately refund the payment amount including all fees deducted therefrom. This shall not apply:
14.1.1. where the unauthorized payment arises from your failure to keep the personalized security features of your Account safe in accordance with section 6, in which case you shall remain liable for the entire amount of the unauthorized payment(s) (or equivalent in the currency of your Account) unless section 16.1.3 applies.
14.1.2. if you fail to notify us without undue delay of any loss of your password or other event that could reasonably be expected to have compromised the security of your Account after you have gained knowledge of such event, in which case you shall remain liable for losses incurred up to your notification to us.
14.1.3. if the transaction was unauthorized but you have compromised the security of your Account with intent or gross negligence, in which case you shall be solely liable for all losses; or
14.1.4. if you fail to dispute and bring the unauthorized or incorrectly executed transaction to our attention within 6 months from the date of the transaction.
14.1.5. Section 16.1.1 shall not apply to transactions made after you have notified us in accordance with section 6.2, in which case we shall remain liable and refund any unauthorized transaction immediately to you.
14.1.6. Without prejudice to the foregoing, you are asked to check the transactions history of your Account regularly and frequently and to contact Customer Service immediately in case you have any questions or concerns.
14.1.7. In the case of any incorrect or misdirected payment, we shall take reasonable measures to assist you with tracing and recovering such payments.
14.2 Subject to the foregoing, we shall not be liable for any disruption or impairment of our service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control, or the control of the intermediary affected. While BREADX' services provide you with connectivity via the internet, BREADX does not and cannot control the flow of information to or from BREADX internet data centers to other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which BREADX's connections to the internet (or portions thereof) may be impaired or disrupted. Although BREADX will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, BREADX cannot guarantee that they will not occur. Accordingly, BREADX disclaims any and all liability resulting from or related to such events.
14.3 We shall not be liable to you, any Merchant, or third party for any indirect or consequential losses including but not limited lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of service or of any equipment or materials, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability, or otherwise. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.
14.4 Nothing in these Terms and Conditions shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.
14.5 Our obligation under these Terms and Conditions is limited to providing you with an electronic money account and related payment services and does not make any statement in relation to or endorsement of the quality, safety or legality of any goods or services provided by any BREADX customer or intermediary.
14.6 We shall not be liable for the assessment or payment of any taxes, duties, or other charges that arise from the underlying commercial transaction between you and another BREADX customer.
14.7 Indemnification/re-imbursement. You agree to defend, reimburse, or compensate us and hold us and our other companies in our corporate group, our affiliates, shareholders, officers, directors, employees, and agents harmless from and against any and all claims, demands, costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees, penalties, and fees of experts) arising out of any claim, suit, action, or proceeding, that we incur or suffer due to or arising out of your or your agents' breach of these Terms and Conditions, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between you and us.
15. Account Suspension/Limitation and Termination
15.1. We may terminate your Account, or any payment service associated with it at any time. You may terminate your Account with us at any time. Different termination provisions may apply if you use your Account for commercial purposes as set out in section 4.7 above.
15.2. Together with a termination notice or at any time thereafter we may give you instructions on how to withdraw remaining funds.
15.3. If your Account is subject to a reserve, termination of your Account will not affect our right to hold the reserve and to make deductions therefrom for the time agreed.
15.4. We may at any time suspend or terminate your Account without notice in case:
15.4.1. you breach any condition of these Terms and Conditions or any other condition applicable to specific services covered by separate terms and conditions.
15.4.2. you violate or we have reason to believe that you are in violation of any law or regulation that is applicable to your use of our services; or
15.4.3. we have reason to believe that you are in any way involved in any fraudulent activity, recall of wire activity whether initiated by you or a customer/client of your company, money laundering, terrorism financing, or other criminal activity.
15.5. We may suspend your Account at any time if:
15.5.1. we reasonably believe that your Account has been compromised or for other security reasons; or
15.5.2. we reasonably suspect your Account to have been used or is being used without your authorization or fraudulently; and we shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify you.
15.5.3. Client may close down the account at any time by giving notice to Company’s Client service department. The Company at its sole discretion, reserves the right to limit Account access or withdrawals and the right to close an account of any Client at any time for any or no reason with no prior notice and payment of any unrestricted funds held in custody if there are valid grounds. Valid grounds are assumed under, but not limited to the following circumstances.
15.5.3.1. Violation of any applicable law or regulation
15.5.3.2. Breach of any of these Terms of Use.
15.5.3.3. If there are reasons to believe that the account has been used in connection with unauthorized account use, including without limitation, notice of the same by the Client’s bank.
15.5.3.4. In case of abuse of the reversal provided by Client’s bank.
15.5.3.5. Using the BREADX account to facilitate fraudulent activity.
15.5.3.6. Receipt of potentially fraudulent funds.
15.5.3.7. Opening more than one account same type.
15.5.3.8. Using an anonymous proxy.
15.5.3.9. Sending unsolicited email or posting referral links on websites where they are not permitted.
15.5.3.10. Returning an incoming Electronic Funds Transfer due to insufficient funds in the bank account or an incorrect bank routing/institution and/or account number.
15.5.3.11. We reasonably believe that your Account has been compromised or for other security reasons; or
15.5.3.12. We reasonably suspect your Account to have been used or is being used without your authorization or fraudulently; and we shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless we are prohibited by law to notify you.
15.5.3.13. Receiving excessive complaints from Buyers about your account, business, or service.
15.5.3.14. Receiving one or more Recall of Wire/Chargeback instances.
15.5.3.15. Submitting altered (forged) verification documents.
15.5.3.16. BREADX will use reasonable efforts to investigate accounts that are subject to account access limitations and to reach a final decision on said limitations. Should your account be limited, all funds will be held for a period of time to be determined solely by us until the issue is resolved. You expressly agree that the period of time we can limit access to your funds in unlimited. However, we will endeavor to come to a resolution as quickly as possible in an effort to release funds to you. In all cases, BREADX will determine and/or depend on regulatory, law enforcement and/or governing law in making this decision. By following this User Agreement, you can help protect your account from becoming limited.
15.5.3.17. Closing your Account does not extinguish the personal and/or business-related data we hold on you and we will continue to store such data, including transaction history, for a minimum period of seven years as required by Law or longer if there is a legitimate reason to do so.
15.5.3.18. We may place a hold on all funds held in your account for a period of at least 548 days and utilize these funds to pay any fees due to BREADX and/or to reimburse any remitter for funds previously received in the event of a recall of wire or complaint.
15.5.3.19. Unused funds in your account for any reason for more than 578 days will be forfeited to the benefit of BREADX.
16. Changes to these Terms and Conditions
16.1. These Terms and Conditions and any additional terms and conditions that may apply are subject to change. Changes will be implemented with prior notice from us under the procedure set forth in this section.
16.2. We may give notice to you of any proposed change by sending an e-mail to the primary e-mail address registered with your Account or by posting a clear notice on our website or on your Account login page.
16.3. The proposed change shall come into effect following our notification to you. After the date of the change notice, unless you have given us notice that you object to the proposed changes before the changes come into effect. All changes to these Terms and Conditions shall come into effect immediately Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change. If you object to the changes, they will not apply to you; however, any such objection shall constitute a notice by you to terminate and close your Account. Your Account will be closed in accordance with the provisions of section 15 above.
17. How We Communicate
17.1. We communicate to you via support ticket messaging/email. For this purpose, you must at all times maintain at least one valid e-mail address in your Account profile. You are required to check for incoming messages regularly and frequently. E-mails may contain links to further communication on our website. Any communication or notice sent by email will be deemed received by you on the same day if it is received in your e-mail inbox before 4.30 pm on a Business Day. If it is received in your email inbox after 4:30pm on a Business Day or at any other time, it will be deemed received on the next Business Day.
17.2. Where legislation requires us to provide information to you on a durable medium, we will either send you an e-mail (with or without attachment) or send you a notification pointing you to information on our website in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. You are required to keep copies of all communications we send or make available to you.
17.3. You can request a copy of the current Terms and Conditions or any other contractual document relevant to you by contacting Customer Service.
17.4. In order to view emails, you need a computer with e-mail software that can display emails in HTML format. We may also send you attachments in Adobe Systems Inc.’s Portable Document Format (PDF)©, for which you need Adobe’s Acrobat Reader, which can be downloaded for free at www.adobe.com.
17.5. We will never send you any e-mails with executable files attached or with links to any executable files. If you receive any e-mail with such attachments, you should delete the message without clicking on the attachment. If you are unsure whether a communication is originating from us, please contact Customer Service.
17.6. We will communicate to you in English and will always accept communications made to us in English and we may send you automated e-mail notifications and communications or post a message on your Account login page regarding changes to these Terms and Conditions in English. Notwithstanding anything to the contrary, for all communications, we reserve the right to communicate with you only in English. Documents or communications in any other language, if provided are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language. The English versions shall be the binding ones.
17.7. Apart from communicating via e-mail, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may communicate with you via SMS or messenger services such as but not limited to WhatsApp. Any communication or notice sent by post will be deemed within five days of posting. Any communication or notice sent by SMS will be deemed received the same day.
17.8. You may contact us at any time by sending a message to Customer Service by logging into your account dashboard at app.breadxpay.com and submitting a support ticket from your dashboard.
18. Complaints
18.1. Any complaints about us or the services we provide should be addressed to us in the first instance by contacting Customer Service. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a query. We will send you a complaint acknowledgement by post or by e-mail within 5 business days of receiving your complaint.
19. Miscellaneous
19.1. No person other than you shall have any rights under these Terms and Conditions and the provisions of the Contracts are expressly excluded.
19.2. Your Account is personal to you, or your company and you may not assign any rights under the Terms and Conditions to any third party.
20. Governing Law & Jurisdiction
20.1. You understand and accept that your Account has been opened and is continually operated in the jurisdiction of British Columbia, Canada, and these Terms and Conditions shall be governed by and interpreted in accordance solely with the laws of the British Columbia, Canada.
21. Binding Arbitration
21.1. Arbitration Disclosures
21.1.1. These Terms and Conditions contains a binding arbitration agreement. By signing these Terms and Conditions, the parties agree as follows:
21.1.1.1. All parties to this Customer Agreement are giving up the right to sue each other in any court in any jurisdiction.
21.1.1.2. Declared parties to this contract are: BREADX as described in section 1.1 and the Client as referenced in section 1.1 and described on the Corporate Account Application.
21.1.1.3. Arbitration awards are final and binding; all parties disclaim any right to bring any action in any court of law in any jurisdiction other than filing for enforcement of judgment as rendered through binding arbitration in the Courts of British Columbia and Wales located in Vancouver.
21.1.1.4. The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
21.1.1.5. The arbitrator does not have to explain their reason(s) for their award.
21.1.1.6. A time limits for bringing a claim in arbitration is set at 3 months from the time of disagreement, defined by the date of official complaint submission as set forth in our complaint procedure, published at the following link: https://www.breadxpay.com/complaints.
21.1.1.7. The rules of the arbitration forum, The Vancouver International Arbitration Centre, https://vaniac.org in Vancouver, British Columbia, Canada, which the claim is filed, and any amendments thereto shall be incorporated into this Customer Agreement.
21.2. Binding Arbitration Agreement
21.2.1. All parties to this Arbitration Agreement contained within these Terms and Conditions acknowledge that they are giving up the right to sue each other in any court in any jurisdiction.
21.2.2. The Client agrees to resolve solely by binding arbitration any controversy that may arise between BREADX, its affiliates, officers, directors, shareholders, employees, agents and/or assigns and the Client relating in any way to the Client’s relationship with BREADX, any Account held with BREADX, or any service provided to the Client by BREADX. This arbitration agreement includes any controversy involving transactions of any kind made on the Client’s behalf by or through BREADX or the performance, construction, or breach of these Terms and Conditions or any other written agreement between BREADX and the Client.
21.2.3. Arbitration Governing Rules – For all matters related to this these Terms and Conditions, BREADX and the Client each irrevocably agrees that the any dispute, controversy or claim arising out of or relating to these Terms and Conditions, or the breach termination or invalidity thereof, shall be settled by solely and exclusively by binding arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause.
21.2.4. Arbitration Authority – The appointing authority shall be the The Vancouver International Arbitration Centre, https://vaniac.org in Vancouver, British Columbia, Canada.
21.2.5. The place of arbitration shall be in Vancouver, British Columbia Canada at the Vancouver International Arbitration Centre. There shall be only one arbitrator. Any such arbitration shall be administered by The Vancouver International Arbitration Centre in accordance with The Vancouver International Arbitration Centre Procedures for Arbitration in force at the date of this contract.
21.2.6. All parties to this agreement expressly disclaim any right to challenge the jurisdiction or venue provisions as provided in this section or section 20 in any court, in any jurisdiction.
21.2.7. No party to this agreement will seek an injunction to invalidate any clause in whole or in part that is contained in section 20 or section 21.
21.2.8. Acknowledgment of Exclusive Jurisdiction – No party will bring any action of any kind in any jurisdiction other than binding arbitration in Vancouver, British Columbia, Canada. BREADX and the Client jointly agree that the courts of Vancouver, British Columbia, Canada will have sole jurisdiction in this matter for the sole purpose of entering and enforcing any judgment rendered through the binding arbitration process.
21.2.9. The Client makes this arbitration agreement on behalf of itself, and the Account Holder's heirs, administrators, representatives, executors, successors and assigns and together with all other persons claiming a legal or beneficial interest in the Account.
21.2.10. Any award of the arbitrator will be final and binding, and judgment on such award may be entered in any competent court in Vancouver, British Columbia, Canada.
21.2.11. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable laws of British Columbia, Canada. Any costs, attorneys' fees, or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting the confirmation or enforcement of said award.
21.2.12. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.
21.3. If any part of these Terms and Conditions is found by an arbitrator to be unlawful or unenforceable then such part shall be severed from the remainder of the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
21.4. This Binding Arbitration Agreement survives the termination of any contractual obligations between the parties.
22. Definitions
22.1. Various terms in these Terms and Conditions have a defined meaning as follows:
22.2. “Business Day” means any day other than a Saturday or a Sunday or a public or bank holiday in the United Kingdom or any member country of the EU/EEA or any day to which BREADX advises you of with at least 24 hours’ notice.
22.3. “Customer Service” means our customer service, which you can reach by sending a message by logging into your account at app.app.breadxpay.com;
22.4. “Fees” shall mean the charges payable by you to us for using our services as detailed on our website and subject to change as set forth in these Terms and Conditions.
22.5. “Merchant” shall mean any commercial or business entity that (i) accepts wire transfers and/or cards displaying the MasterCard®/Visa® acceptance symbol as payment (where a Card Transaction is concerned) or (ii) is validly registered with BREADX to accept Transactions from your BREADX Account.
22.6. “BREADX” shall mean BREADX PAY (BC) Limited.
22.7. “BREADX Account” or “Account” shall mean the electronic money account you open and maintain through the BREADX Website including but not limited to any ancillary services (e.g., prepaid cards);
22.8. “BREADX Website” or “Website” shall mean the websites available at www.breadxpay.com or app.breadxpay.com
22.9. “Payment” shall mean any of the following: (i) any payment made using your Account or card; (ii) the debiting of an amount of electronic money from your Account and the concurrent crediting of such amount to a Merchant account, or another Account holder, as designated by you (including by way of Subscription Billing); or (iii) the crediting of an amount of electronic money to your Account and the concurrent debiting of a Client’s account, or another Account holder’s account;
22.10. “Privacy Policy” is the BREADX's policy governing the processing of personal data, which is available on the Website, as may be amended from time to time.
22.11. “Subscription Billing” shall mean a service whereby Account holder requests that regular Payments be made from his/her/its Account at specified intervals to an online Merchant.
22.12. “Terms and Conditions”, shall mean these Account Terms and Conditions, published on the Website and as may be amended from time.
22.13. “We”, “us”, “our” shall mean BREADX;
22.14. “You”, “your” shall mean you, the natural person or legal entity in whose name the Account is opened and maintained;