Vellis

Terms of Service

Terms of Service

These are the terms and conditions of service for Vellis Inc. (“Vellis”).

1. General Provisions

These terms and conditions constitute a contract (“Agreement”) between Vellis Inc., a company registered in Canada, number 1000610768, headquartered at 30 Eglinton Avenue West, Mississauga, Ontario L5R3E7, Canada ("Vellis"), and you ("Customer").

This Agreement shall come into force on the date Customer electronically expresses its consent to comply with these terms and conditions. This Agreement shall remain in force until terminated by any means.

2. Definitions

In the Agreement the following words have the meanings:

3. Application

3.1To open a Business Account and utilise Vellis Services, User shall apply on the Vellis Website, providing all documentation and information requested by Vellis.

3.2Customer represents and warrants that User is authorised to bind Customer by this Agreement. Vellis reserves the right to request Customer supplies such documentary evidence as Vellis may require from time-to-time in order to validate a User's authority to represent and bind Customer, including but not limited to the articles of association, resolution of a competent corporate body, contract, or power of attorney.

3.3Customer represents and warrants that the application is accurate and complete; applicant is a company or sole trader; Users are at least 18 years old; it holds necessary authority, permissions, licences and consents to enter into this Agreement; and its use of the Services does not violate any laws or regulations.

3.4Vellis shall acknowledge receipt of an application by email within one [1] business day.

3.5Customer may request Fast Track onboarding upon payment of the applicable Fee.

4. Authentication

4.1Vellis is required by legislation to authenticate the Customer, its shareholders, ultimate beneficial owners, directors, and Users before and during the provision of Vellis Services. User and Customer acknowledge that Vellis may run such identification and authentication checks as are required by law.

4.2User and Customer shall provide Vellis with all relevant information and documentation listed on Vellis Website, including but not limited to incorporation documentation, evidence of shareholders, proof of identity, proof of address, source of funds, transaction volumes.

4.3All information and documentation shall be submitted in English in such format Vellis requires, including certified or notarised copies as requested.

4.4User and Customer represent and warrant that the information and documentation is accurate and complete. Any breach of this clause 4.4 is considered material and gives Vellis the right to terminate the application with immediate effect, and blacklist the Customer, its shareholders, ultimate beneficial owners, directors, and Users.

4.5User and Customer acknowledge that Vellis may authenticate documents and information using approved Partners. User and Customer information shall be shared only to process the application, in accordance with this Agreement and Vellis’ Privacy Policy.

4.6Vellis shall be entitled to request additional Authentication information from User and Customer at its sole discretion.

4.7Vellis shall be entitled to accept or reject User and Customer information and documents at its sole discretion and is not obligated to inform User and Customer of a reason why.

4.8Vellis reserves the right to request User and Customer repeat Authentication processes from time-to-time, and User and Customer agree to provide all relevant information in connection with such requests.

4.9If User and Customer fail to comply with Authentication process, or provide invalid information and documents at any time, or Vellis is unable to verify information submitted, Vellis shall be entitled to terminate, suspend or limit the application, User access and Vellis Services with immediate effect.

5. Instructions to Vellis

5.1User and Customer shall submit information, documents, and instructions to Vellis electronically. User and Customer agree that all information, documents, and instructions endorsed or authorised by User and Customer, including Electronic Authentication, shall be binding on Customer.

5.2Vellis shall be entitled to accept or reject User and Customer instructions at its sole discretion, and is not obligated to inform User and Customer of a reason why.

5.3Vellis may request that User and Customer are required to sign information, documents, and instructions in physical form in place of Electronic Authentication from time-to-time.

6. User Accounts

6.1Upon approval of an Application, Vellis shall issue a User Account on the Vellis Platform for each User authorised by Customer.

6.2User shall be required to activate and operate User Account using Electronic Authentication.

6.3Only the authenticated User shall be entitled to operate the User Account. Any breach of this clause 6.3 shall be material and permit Vellis to suspend access to the User Account, Vellis Services, or terminate this Agreement with immediate effect.

6.4Users are not permitted to have more than one User Account. In the event multiple User Accounts exist erroneously, Vellis shall instruct Customer to close or merge User Accounts and shall be permitted to close or merge User Accounts. In the event of multiple User Accounts exist deliberately, Vellis may suspend access to the User Account, Vellis Services or terminate this Agreement with immediate effect.

6.5Customer may request additional Users from time-to-time by following the procedures published on the Vellis website.

7. Fees

7.1Fees, margins, and other charges payable by Customer for Vellis Services are stipulated on the Vellis Website.

7.2Additional Fees may be applicable including but not limited to out-of-office hours processing, failed transactions, or charges based on the Customer or transaction risk profile. Such additional Fees are stipulated on the Vellis Website.

7.3Vellis shall be entitled to deduct Fees from Business Account. Customer shall ensure that sufficient funds are held on Business Account to cover Fees prior to execution of Vellis Services. In the event of insufficient funds, Vellis reserves the right not to execute the Vellis Services or to deduct Fees from an alternative Business Account. In the event Fees are paid in a currency different to that of Business Account, Customer shall be liable for any currency exchange differences arising.

7.4In the event of disputed Fees, Vellis shall be entitled to freeze the non-paid amount in Business Account until such dispute is resolved to the satisfaction of Vellis.

7.5Vellis may vary Fees from time-to-time, subject to providing one (1) month notice to Customer via the Vellis Platform or Vellis Website. Customer shall be deemed to have accepted such variation in Fees unless Customer notifies Vellis they reject the Fee increase prior to the effective date. In the event Customer rejects Fees, Vellis shall be entitled to terminate the Agreement on the date the change takes effect.

7.6Vellis shall not be liable for Fees outside of Vellis’ control, including correspondent and receiving bank fees.

8. Account Opening

8.1Opening of Business Account is at Vellis’ sole discretion. Upon approval of User and Customer, Vellis shall open a Business Account in the name and currencies nominated by Customer and deduct applicable Fees.

8.2Business Account shall enable Customer to receive Transfers and Payments In; hold electronic money; make Transfers and Payments Out, and perform FX Trades and other operations.

9. Account Operation

9.1Vellis shall request Electronic Authentication each time a User enters the Vellis Platform, initiates a Vellis Service, submits a Payment Instruction, and submits information.

9.2Customer Money in Business Account may be held in multiple currencies, Customer acknowledges they assume effect of exchange rate fluctuations.

9.3Customer money in Business Account shall not expire other than when it is transferred by Customer, Business Account is closed, or Parties terminate this Agreement in accordance with terms and conditions.

9.4Customer Money in Business Account is electronic money, it does not constitute a deposit and Vellis shall not be required to provide benefits including interest or deposit protection for Customer Money in Business Account.

9.5As required by law, Vellis shall safeguard Customer Money at a Partner financial institution authorised to collect and hold such funds.

9.6Customer shall be able to check the balance of Customer Money, review history on its Business Account; request a Statement of Account; and initiate transactions.

9.7Customer may set permissions and preferences on Business Account including User rights to view, use Vellis Services, authenticate and communicate.

9.8Customer acknowledges that Vellis may apply controls and limits to the Business Account including the amount of funds, number, and nature of transactions. Customer shall be notified of controls via Vellis Platform. Such controls and limits may be set at Vellis’ sole discretion and reviewed from time-to-time.

9.9In the event Business Account activity exceeds controls and limits, Vellis shall be entitled to reject transactions until the Customer has provided adequate explanation and documentation to support a waiver or adjustment to Customer profile. Waivers or adjustments granted may be temporary or permanent.

9.10Customer commits to use Business Account solely for approved entity and permitted purposes. Customer Money in Business Account belongs solely to Customer, no other entity or person has any right over the Customer Money and Customer may not assign, transfer or grant any rights to its Business Account to a third party. In the event of misuse or contravention of applicable laws, Vellis is entitled to freeze the Business Account with immediate effect. Customer acknowledges Vellis may be prevented by applicable laws and regulations from communicating to Customer the reason Vellis has frozen the Account. Customer Money shall remain frozen until Vellis is legally permitted to unfreeze it and allow the Customer to submit Payment Instructions. Any breach of this clause 9.10 is considered material and Vellis shall be entitled to close Business Account with immediate effect.

9.11Customer shall notify Vellis immediately if it becomes aware that, for any reason, Customer is not entitled to any funds held in the Business Account. Such funds will be frozen by Vellis until investigated and Vellis shall have the right to transfer such funds to the legal owner by debiting with Business Account. Customer shall bear no Fee for such operations.

9.12Operation of Business Account is at Vellis’ sole discretion. Vellis may close Business Account with one (1) month written notice to Customer. In the event of material breach of this Agreement or applicable law, Vellis may close the Business Account with immediate effect.

10. Receiving Payments

10.1Customer may upload funds to Business Account by Transfer between Business Accounts or receiving a Payments In in accordance with the standard settlement instruction.

10.2When Customer uploads funds to Business Account, Vellis will issue electronic money to the same value, after deduction of applicable Fees, as soon as possible. Customer acknowledges that the timing of issuing electronic money may differ depending on the payment method and currency used by Customer.

10.3When Customer uploads funds to Business Account, Vellis is a payee and not a payment service provider for the purposes of applicable laws and regulation.

10.4The payment method Customer chooses to upload funds to its Business Account is outside of the control of Vellis, Customer accepts sole responsibility for choice of payment method, and timing and fees therein.

10.5Vellis is required by law to identify the Customer and payer. Customer acknowledges that Vellis has the right to reject Transfers or Payments In at its sole discretion, including if Customer is not named beneficiary or other laws and regulations have been broken.

10.6Customer acknowledges that Vellis may apply controls and limits to the funds Customer may upload to its Business Account. Customer shall be notified of controls via Vellis Platform. Such controls and limits may be set at Vellis’ sole discretion and reviewed from time-to-time. Customer acknowledges that Vellis has the right to reject Transfers or Payments In at its sole discretion in the event controls and limits are deliberately or consistently breached.

10.7In the event Customer Account activity exceeds controls and limits, Vellis shall be entitled to reject transactions until the Customer has provided adequate explanation and documentation to support a waiver or adjustment to Customer profile. Waivers or adjustments granted may be temporary or permanent.

10.8Vellis shall be entitled to store all Payments In received by the Customer in the Vellis Platform. These records may be disclosed to Customer, a Partner or regulator as evidence, upon receipt of a valid written request by Customer or order by a court of competent authority.

11. Making Payments

11.1Customer may withdraw funds from Business Account by Transfer between Business Accounts or instructing Payments Out.

11.2When Customer withdraws funds from Business Account, Vellis will withdraw electronic money to the same value, after deduction of applicable Fees, as soon as possible. Customer acknowledges that the timing of withdrawing electronic money may differ depending on the payment method and currency used by Customer.

11.3When Customer withdraws funds for Business Account, Vellis is a payer and not a payment service provider for the purposes of applicable laws and regulation.

11.4The payment method Customer chooses to withdraw funds from its Business Account is outside the control of Vellis, Customer accepts sole responsibility for choice of payment method, and timing and fees therein.

11.5Vellis is required by law to identify the Customer and beneficiary. Customer acknowledges that Vellis has the right to reject Transfers or Payments Out at its sole discretion, including if beneficiary is blacklisted, in a prohibited country, or other laws and regulations have been broken.

11.6If Vellis fails to remit the funds for any reason, Customer shall be notified within one (1) business day. Customer shall immediately provide all additional information requested by Vellis to effect the payment, including identification of the beneficiary. Vellis shall have no liability for delayed or cancelled payments or charges arising.

11.7Customer acknowledges that Vellis may apply controls and limits to the funds Customer may withdraw from its Business Account. Customer shall be notified of controls via Vellis Platform. Such controls and limits may be set at Vellis’ sole discretion and reviewed from time-to-time. Customer acknowledges that Vellis has the right to reject Transfers or Payments Out at its sole discretion in the event controls and limits are deliberately or consistently breached.

11.8In the event Customer Account activity exceeds controls and limits, Vellis shall be entitled to reject transactions until the Customer has provided adequate explanation and documentation to support a waiver or adjustment to Customer profile. Waivers or adjustments granted may be temporary or permanent.

12. Payment Instructions

12.1To initiate a Transfer or Payments Out, Customer shall submit a valid Payment Instruction in the Vellis Platform. User shall assign each payment a unique reference and confirm release of funds using the Electronic Authentication measure requested by Vellis. Customer acknowledges it shall be bound by User authorization of Payment Instruction.

12.2Payment Instruction shall be deemed to be created on Electronic Authentication by User. If such authentication occurs after the applicable cut-off period for the payment, it will be deemed out-of-hours and execution of the Payment Out shall commence on the following Business Day.

12.3Customer shall submit Payment Instructions electronically in accordance with the procedure required on the Vellis Platform. Customer accepts sole responsibility that Payment Instructions are complete and accurate. In the event of an incomplete or inaccurate Payment Instruction, Vellis shall make reasonable efforts to inform Customer or cancel the Payment Instruction. Vellis does not guarantee any particular outcome and shall have no liability to Customer or third parties for errors, omissions, delays, missed cut-off times, or failed payments.

12.4Before executing a Payment Instruction, Vellis shall have the right to request User and Customer provide all relevant documents and information confirming the legal source of funds that are the subject of the Payment Instruction, legal background of the transaction, along with identification information or other documents related to the Customer’s activities or beneficiary. Customer shall comply with all such requests. If Customer fails to provide the requested information, Vellis may refuse to execute the Payment Instruction at its sole discretion.

12.5If the amount of Customer Money on a Business Account is insufficient to execute a Payment Instruction, the Payment Instruction shall not be processed. Vellis may attempt to execute the Payment Instruction for two (2) consecutive business days. If after the expiry of this period the Payment Instruction has not been executed, it shall be automatically cancelled. Vellis shall be entitled to deduct applicable Fees.

12.6If the amount of Customer Money on a Business Account is insufficient to execute a Payment Instruction, but there is sufficient Customer Money in another currency on another Business Account, Vellis may convert such Customer Money into the currency of Payment Instruction to enable its execution. Vellis shall be entitled to deduct applicable Fees.

12.7Vellis shall not accept nor execute Payment Instructions if Customer Money held in the Business Account is seized, frozen or subject to other limitations and Vellis has documentary evidence confirming this.

12.8Customer shall only be able to cancel a confirmed same day Payment Instruction with Vellis’ consent, which Vellis may withhold at sole discretion. Customer shall only be entitled to cancel Payment Instructions with future execution dates up to [12pm] on the Business Day immediately preceding the future execution date. Vellis shall be entitled to deduct applicable Fees.

12.9Customer may schedule a future date for execution of a Payment Instruction and/or provide that such Payment Instruction be executed subject to a Payment In. If on the indicated date the amount of Customer Money in the Business Account is sufficient, Vellis shall execute the Payment Instruction.

12.10Vellis shall have the right to refuse in full or in part, suspend or cancel a Payment Instruction if Vellis has reasonable grounds to believe that the payment contravenes the terms of this Agreement, applicable laws and regulations, or that such action is required to protect the legitimate interests of Vellis and Customer. In such cases Vellis shall inform Customer immediately and provide reasons why Vellis has taken such action, unless such notice is impossible due to technical, legal, or regulator reasons. Vellis shall have no liability for suspended or cancelled payments or charges arising.

12.11If an executed Payment Instruction has been returned due to reasons outside the control of Vellis, Vellis shall credit the returned amount to the Business Account. Fees paid by the Customer for execution of the Payment Instruction shall not be repaid, and applicable Fees to repayment of money (including correspondent bank) shall be debited from the Customer’s Account. Vellis shall have no liability for returned payments or charges arising.

12.12Vellis shall be entitled to store all Payment Instructions performed by the Customer in the Vellis Platform. These records may be disclosed to a Customer, partner or Regulator as evidence, upon receipt of a valid written request by Customer or order by a court of competent authority.

13. Reversed Payments

13.1Customer acknowledges that some payment methods including direct debits may be subject to reversal prior to Vellis receiving the funds. In such case, Vellis shall be entitled to deduct the reversed transaction from the balance of Customer Money in the Business Account. If insufficient funds exist, Vellis shall require an immediate payment from Customer to reimburse the negative balance, which the Customer undertakes to pay immediately, including applicable Fees.

13.2Customer acknowledges that some payment methods including credit cards may be subject to Customer reversal or chargebacks after an initial transaction. Customer is solely responsible for resolving payment disputes with their customer or payment acquirer. Customer may request Vellis investigate a payment subject to payment of applicable Fees.

14. Foreign Exchange (FX) Trades

14.1The exchange rate Vellis uses to convert currencies is based on the foreign currency market which changes constantly, including between the time Customer sees an exchange rate online, submits a Payment Instruction, and when the FX Trade is executed.

14.2The execution and settlement of FX Trades are subject to cut-off times based on the currencies being converted, and in some cases local financial regulation, which are outside the control of Vellis.

14.3When Customer places an FX Trade, Vellis shall confirm the exchange rate, settlement date, and applicable fees. Customer shall be solely responsible in the event the exchange rate, settlement date, and applicable fees change due to delay by Customer to execute FX Trade.

14.4If Vellis fails to convert the funds for any reason, Customer shall be notified within one (1) business day. Customer shall immediately provide all additional information requested by Vellis to effect the FX Trade. Vellis shall have no liability for delayed or cancelled payments or charges arising.

14.5Vellis Platform and Vellis Services are not designed to support high-frequency FX trading. If Vellis reasonably suspects Customer executing FX Trades for this purpose, it may reasonably decline transactions or access pending clarification by Customer.

14.6These FX clauses are not intended to override or conflict with any law, regulation, or banking partner requirement in any jurisdiction Vellis conducts business.

15. Payment Processing

15.1Payment Processing of credit card and other payment methods shall be subject to additional agreement based on the prevailing requirements, volumes and risks.

16. Service

16.1Vellis shall make reasonable efforts to ensure the availability of the Vellis Services. Vellis Services shall be available and operative more than 95% of all time, calculated over a rolling six (6) month period, excluding scheduled maintenance or factors beyond Vellis’ control.

16.2Vellis Services are available 24 hours per day, Monday to Sunday, except for bank holidays, scheduled maintenance downtime; failure or interruption attributable to transmission networks or equipment not owned, leased or otherwise used by Vellis; failure by Customer to provide the required software; and any force majeure event.

16.3In the event of scheduled maintenance, Vellis shall inform Customer via the Vellis Platform at least three (3) days in advance. In the event of urgent maintenance, Vellis shall inform Customer via the Vellis Platform at least three (3) hours in advance. In the event of a service error, Vellis will notify Customer via the Platform, Vellis Website, e-mail, regular mail, SMS, phone, or other channel at the sole discretion of Vellis.

16.4In the event Customer becomes aware of an error in the Vellis Services or Vellis Platform, Customer is obliged to notify Vellis within forty-eight (48) hours of becoming aware of the error.

16.5Vellis shall use reasonable efforts to investigate and resolve errors as quickly as possible. Vellis shall be entitled to implement a temporary solution to the error until the incident is resolved.

16.6If Vellis is unable to restore unimpaired usage of the Vellis Services within thirty (30) days, and Customer cannot reasonably be expected to continue this Agreement, Customer shall be entitled to immediately terminate the Agreement without any additional costs or penalties. Warranty claims shall be excluded if the service error is at Customer's fault.

16.7Vellis shall be free to alter or update the Vellis Services and Vellis Platform at its sole discretion.

17. Support

17.1All communication shall be in English language unless otherwise agreed.

17.2For time-critical requests such as notification of unauthorised use, unlawful use, fraudulent operation, or security threat, User and Customer shall notify Vellis using the Customer Support phone number indicated on the Vellis Platform and Vellis Website.

17.3In the event of a normal course of business request, Customer shall use all reasonable efforts to investigate and resolve using the support documentation on the Vellis Platform and Vellis Website. If Customer still requires support following such effort, Users shall notify Vellis by sending a full explanation and screenshot to [email protected]. Vellis is obliged to confirm receipt of the support request to User within one (1) business day, assign a ticket number and priority level.

17.4Following issuance of the support ticket number, Vellis shall use reasonable efforts to resolve the request as quickly as possible and no later than five (5) business days. Vellis may pause the time count if awaiting information or a response from Customer or a third party.

17.5Following Vellis’ response to the support query, Customer must examine and accept the remediation. Vellis may close a support request at its sole discretion within five (5) business days after remediation. If Customer is dissatisfied with the remediation, they may raise a new support request or complaint.

18. Restricted Activities

18.1When using Vellis Services and Vellis Platform, Users and Customer shall not:

1. breach the terms of this Agreement;
2. breach Vellis policies and procedures; including the entities, activities, and countries defined in the Acceptance Policy on Vellis Website;
3. use the Vellis Services in a way which infringes or breaks applicable laws and regulations including, but not limited to, related to money laundering, terrorist financing, sanctions, bribery, and tax evasion in Canada, the EU, and UK;
4. use the Vellis Services, or make representations, in a way which might create losses, liability, or adverse legal consequence for Vellis and its partners;
5. provide misleading, false, or incorrect information, or withhold information reasonably requested by Vellis, regulator, or applicable enforcement agencies investigating violations of this Agreement and applicable laws;
6. infringe the intellectual property rights of Vellis and its partners, save as expressly permitted in the Agreement;
7. use the Vellis Platform in a way that may cause system errors, malfunctions, or damage; facilitate the spread of computer viruses; disclose User information such as Identity Authentication Measures, or as an anonymous user using proxy servers;

19. Restriction and Suspension of Service

19.1 Customer may request the restriction or suspension of a User Account, Business Account or Vellis Service by written notice to Vellis. Customer may request the restriction or suspension be removed by separate written notice to Vellis. Vellis may request additional information and documentation to validate the request.

19.2 Vellis shall, without liability to Customer or third parties, at any time, be entitled to:

1. decline User and Customer application for Vellis Services;
2. restrict User access to the User Account;
3. fully or partially suspend provision of any and all Vellis Services;
4. suspend, cancel or reverse Payment Instructions;
5. withhold funds or reverse Payment Transactions;
6. freeze Customer Money in Business Account.

19.3 Circumstances leading to a restriction or suspension of service include, but are not limited to:

1. If User and Customer are, or there is a reasonable possibility of, breach of this Agreement;
2. Vellis has reasonable grounds to believe User and Customer are engaged in fraudulent or criminal activity, or breaches of laws and regulations using the User Account, Business Account, or Customer Money;
3. Vellis receives reliable information or an order that Customer is subject to adverse legal proceedings by any court, regulator, tax or other competent authority;
4. Vellis has reasonable grounds to believe User and Customer activity can cause damage to Vellis and its partners;
5. Vellis is unable to provide Services due to a change in, or termination of a service, by its partners;
6. All other cases provided for by this Agreement or applicable law and regulation.

19.4 In the event Vellis restricts or suspends service, Vellis shall promptly notify User and Customer, except when such notification would prejudice the safety of Customer Money or where Vellis is prevented from doing so by the applicable laws and regulation or by a court, regulator, tax or other competent authority. Vellis is under no obligation to provide Customer detailed description of the reason for restriction or suspension.

19.5 User and Customer shall have five (5) business days to provide explanatory information and documentation to Vellis. Vellis shall review such explanatory information and documentation but shall be under no obligation to remove any restriction or suspension.

20. Termination of the Service

20.1 Customer may request termination of Agreement by ten (10) business days written notice to Vellis.

20.2 Vellis shall, without liability to Customer or third parties, be entitled to terminate access to Business Account and any or all Vellis Services with immediate effect in the event of a material breach of this Agreement by User and Customer.

20.3 Vellis may terminate this Agreement by ten (10) business days written notice to Customer if no transactions have been performed on the Business Account for a one (1) year period.

20.4 Upon termination notice Vellis may suspend User Accounts and Business Accounts. Customer Money shall be remitted to an account of the same legal entity as defined by Customer. Vellis may request additional information and documentation to validate the beneficiary. Vellis shall be entitled to deduct applicable Fees from final settlement, or suspend final settlement until Customer pays Fees.

20.5 Upon termination of this Agreement for any reason, Vellis shall provide Customer with an electronic statement of Business Account for the last 1 month. Customer may request additional periods upon payment of the applicable Fee.

20.6 Termination of this Agreement shall not release User or Customer from performance or legal obligations which arose before the date of termination.

21. Data and Security

21.1 Vellis is required to collect Personal Data about the User to provide Vellis Services. Vellis shall use Personal Data only in accordance with this Agreement and in coherence with the Vellis Privacy Policy. By accepting these terms and conditions, User gives Vellis explicit consent to access, process and retain Personal Data.

21.2 Vellis is required to collect and retain data about the Customer to provide Vellis Services. By accepting these terms and conditions, Customer gives Vellis explicit consent to access, process and retain Customer data.

21.3 Vellis shall use reasonable technical and operational measures to protect User and Customer data.

21.4 User and Customer are solely responsible for maintaining security of data related to Users, User Accounts, Business Accounts, and transactions.

21.5 User and Customer shall not share information including User Account log-in or security details. Breach of this term 21.5 is material and cause for immediate restriction, suspension or termination of Vellis Services.

21.6 User and Customer must inform Vellis immediately if their data changes. Vellis shall not be liable for any consequences arising from User or Customer failure to keep data current and complete.

21.7 User and Customer must inform Vellis immediately if personal or corporate identity or other documentation is lost, stolen or forged.

21.8 Vellis may monitor and record email, telephone calls and other communications with User and Customer to help Vellis improve the quality of Vellis Services and fraud detection.

21.9 If Vellis reasonably suspects that User or Customer has provided false or inaccurate data, Vellis shall be entitled to request User or Customer validate data, or to use a third-party fraud, identity or credit reference agency to validate data. A record of such enquiries will be retained by Vellis and may be left on files the third-party service provider. If Vellis receives false or inaccurate User or Customer information, that represents a material breach of this Agreement and cause for immediate termination.

22. Confidentiality

22.1Parties shall not use or exploit Confidential Information in any way except; disclose or make available Confidential Information, in whole or in part, to any third party, except as expressly permitted hereby; copy or reproduce Confidential Information except as necessary for provision of the Vellis Services.

22.2Confidential Information shall not include information that is, or becomes, generally available to the public (other than as a result of disclosure by the receiving party or any of its authorised representatives in breach of these Terms and Conditions); was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party, or otherwise prohibited from disclosing the information to the receiving party; was lawfully in the possession of the receiving party before the information was disclosed to it by the disclosing party; or the Parties agree in writing is not confidential or may be disclosed; or is developed by or for the receiving party, independently of the information disclosed by the disclosing party.

22.3Parties may disclose Confidential Information to their authorised representatives and partners for the purpose of provision of the Vellis Services, provided that such representatives and partners are made aware of the confidentiality obligation and keep that information confidential.

22.4Parties may disclose Confidential Information to the extent such disclosure is required to be disclosed by laws or regulations, or ordered by a court or other authority of competent jurisdiction. To the extent it is legally allowed, disclosing party must provide notice of disclosure and consult possible steps to avoid or limit disclosure without resulting in adverse consequences for the parties.

22.5If a Party is required to make disclosure to any governmental or other regulatory authority, but is unable to provide the notice due to short notice or absence of such notice from said authority, it shall, to the extent permitted by law, inform the other Party immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed.

22.6Vellis may retain Confidential Information of the User and Customer after closure of the User Account or Business Account for regulatory and compliance purposes.

23. Liability

23.1Customer shall be solely responsible for its Users and Business Account, including all transactions which the User authorises in accordance with this Agreement, and all transactions that take place as a result of its acting fraudulently or failing to comply with the Agreement.

23.2Customer shall be liable and indemnifies Vellis for all documented fines, penalties, losses, costs and reasonable legal fees incurred by Vellis due to User and Customer breach of this Agreement, or as a result of User and Customer gross negligence or wilful damage.

23.3Customer shall be liable for User or Customer failure to protect information, sharing of information, erroneous disclosure of information, or hacking of information, including failure to promptly notify Vellis of unauthorised access or failure to protect identity and authentication measures.

23.4Customer shall be liable for all losses incurred as a result of an unauthorised transfer, Payments In or FX Trade which was executed by the Customer in violation of this Agreement, the unauthorized Payment has occurred due to the fault, act or omission of the User and Customer, or any requirements of applicable laws or regulation.

23.5Customer shall be liable for the correctness of data, orders and communication provided to Vellis. Customer shall be liable for all losses incurred as a result of an inaccurate, misleading, invalid, incomplete, omitted data, orders and communication by User and Customer.

23.6Vellis Platform and Vellis Services are provided on an “as is” basis and without any representation or warranty, whether express, implied or statutory. Vellis makes no representation of any kind about the Vellis Platform, Vellis Services, content, materials, information, functions.

23.7Vellis shall not be liable for any loss resulting directly or indirectly from any delay or failure in the execution of a Payment Instruction due to causes beyond Vellis’ control, including but not limited to, a lack of funds in Business Account, bank holidays, failure of network services, failure of data processing systems, or delays due to technical or compliance reasons.

23.8Vellis shall not be liable for any (i) consequential or indirect loss or any other special or incidental loss; or (ii) failure to achieve or loss of profits, revenue, opportunity, reputation, income, savings, contract, use, business or business interruption, goodwill, data or clientele, in each case whether direct or indirect.

23.9Vellis shall not be liable for any delay or failure to perform its obligations under this Agreement by reason of any cause beyond reasonable control of Vellis including but not limited to any action or omission of the Customer, User or any third party, any force majeure event, including, war, governmental sanctions, epidemic and pandemic, bank delay, postal delay, failure or delay of any electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances.

23.10Vellis shall not be liable for any losses arising out of failure of the Vellis Platform and Vellis Services, unless such failures occur due to Vellis’ gross negligence or wilful damage.

23.11Vellis shall not be liable for any defaults, losses or other consequences which occur in the event Vellis restricts, suspends or terminates access to a User Account, Business Account or Customer Money in cases stipulated by this Agreement or application of applicable laws, regulations, or orders of a court or authority of competent jurisdiction.

23.12Vellis does not exclude or limit its liability for death or personal injury caused by Vellis negligence; fraud or fraudulent misrepresentation by Vellis; or any other factor which would be illegal for Vellis to exclude or limit its liability for.

23.13In the event that a sum of Customer Money is incorrectly deducted from a Business Account due to Vellis’ breach of this Agreement, Vellis liability shall be sole limited to Customer in the equivalent amount. Customer shall bear no Fee for such operations.

23.14Notwithstanding the above, Vellis aggregate liability of Customer under this Agreement shall not exceed the amount of Fees paid by Customer to Vellis for the six (6) months prior to the relevant event giving rise to the loss or five thousand Euro (EUR 5,000), whichever is greater.

24. Miscellaneous

24.1Each Party represents and warrants that it has all necessary consents, approvals, permits and licenses required under the applicable laws that are necessary for the execution and performance of this Agreement.

24.2If any provision of this Agreement becomes invalid, it shall not affect the validity of the remaining provisions of this Agreement.

24.3Any delay or failure of Vellis to exercise any right or remedy under this Agreement is not a waiver of any right or remedy, and Vellis may exercise its right or remedy at a subsequent time.

24.4Customer shall not have the right to assign any rights and obligations arising out of this Agreement to third parties without the prior written consent of Vellis. Vellis reserves the right to assign any rights and obligations arising out of this Agreement to third parties at any time by serving one (1) month written notice to Customer.

24.5Vellis may vary this Agreement at its sole discretion from time-to-time, subject to providing one (1) month notice to Customer via the Vellis Platform or Vellis Website, including Fees, at any time. Customer shall be deemed to have accepted such variation unless Customer notifies Vellis they reject the variation prior to the effective date. In the event Customer rejects variation, Vellis shall be entitled to terminate the Agreement on the date the change takes effect.

24.6This Agreement including any non-contractual relations arising thereunder, shall be governed by the laws of Canada. Notwithstanding the registered place, place of residence or place of business of User or Customer, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Canada.

25. Complaints and Disputes

25.1Customer may raise a complaint, and Vellis shall respond, in accordance with the Complaints Policy published on the Vellis Website.

25.2In the event of a dispute or claim arising from this Agreement, the Parties shall seek to settle the dispute amicably through reasonable negotiation. If no amicable solution can be agreed, the dispute or claim shall be resolved in accordance with the arbitration laws of Canada.

26. Contact Vellis

Vellis Inc.

30 Eglinton Avenue West

Mississauga, Ontario L5R3E7, Canada

Email: [email protected]

27. Consent

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