IBISSE FZC-LLC

TERMS & CONDITIONS

GENERAL SECTION

1.1. These Terms & Conditions (hereinafter referred to as the “Terms”) of Ibisse FZC-LLC, regulate relations between Ibisse FZC-LLC, a company incorporated in the United Arab Emirates with license number 4203278.01, whose registered office is at UAE, Sharjah, Sharjah Publishing City Free Zone, Business Center (hereinafter referred to as the “Company”) and individuals, corporate persons, personal companies and their analogues to whom the Company renders services, or who have applied to the Company for its services. The Company and the Client hereinafter are jointly referred to as the Parties.

1.2. Upon entering into business relations with the Company, the Client certifies that it has studied the Terms, provisions of the respective agreements entered into with the Company, agrees thereto and recognizes the same as binding upon itself with regard to all Transactions.

1.3. The Terms shall constitute an integral part of all Transactions and agreements between the Parties. The Terms have the same legal force as other conditions of agreements concluded between the Parties. In case of any discrepancy between the norms of the Terms and the norms stipulated in any agreement between the Parties, the norms stipulated in the agreement between the Parties shall apply.

1.4. Current version of the Company’s Terms set by the Company is available for the Client at the Company’s website ibis-web3.com.

1.5. The Parties shall be entitled to conclude Transactions electronically in cases and in accordance with procedures stated by the Company.

1.6. The headings and table of contents provided herein are for convenience of reference only and shall not affect construction or interpretation of these Terms.

1.7 Definitions

The terms listed below shall have the same meaning throughout this document

Beneficiary or Beneficial Owner	The person concerned receiving all interest and other benefits resulting from the Transactions
Charge	The remuneration for services rendered to the Client by the Company
Client	The clients of the Company to whom the Company provides its services in line with these Terms
Closely Related Clients	mean any persons to whom one or more of the following conditions apply: a. one of the persons controls, directly or indirectly, another person in connection with decisive influence, on the basis of an agreement on interest, concern agreement or similar relations; b. the persons are closely related to a person to which provisions a) of this paragraph applies; c. the persons have a common Beneficiary
Company	Ibisse FZC-LLC
FATF	The Financial Action Task Force
FATF Monitored Jurisdictions	The jurisdictions being monitored by the FATF
Notices	The notices sent by the Client to the Company in terms of clause 8.1 of these Terms
OFAC	The Office of Foreign Asset Control
Terms	These Terms and Conditions
Transaction	All transactions between the Client and the Company subject to these Terms
User	The authorized representative of the Client who shall be entitled to access the services on behalf of the Client

2. Amendment of Terms

2.1. The Company is entitled to unilaterally amend the Terms. The Company will notify Client of any such amendments to Terms at the Company’s website ibis-web3.com (publishing the text of the Terms).

2.2. Amendments to the Terms shall enter into effect and become binding upon Client on 31st day from the date of notification at the Company’s website ibis-web3.com, unless such amendments to the Terms or legal enactments of the applicable law provide for a different term of entering into effect. Company shall not be responsible for the Client’s losses or other expenses, should the Client fail to familiarize itself with amendments to Terms.

2.3. Amendments to the Terms shall not apply to the Transactions that have been executed and completed before the date on which amendments to the Terms enter into effect.

2.4. Should the Client fail to submit its objections to the Company before the day on which amendments to the Terms become effective, the Client shall be deemed to agree to amending legal relations between the Parties as stated in amendments to the Terms. Should the Client disagree to the amendments, it shall be entitled to terminate its business relations with the Company that are affected by the proposed amendments immediately, before the day on which amendments become effective, without penal sanctions applied. Should the relations be terminated, the Client shall submit all required documents to the Company and take all required steps to discharge the obligations arising out of the legal relations between the Parties.

3. Representations

3.1. Client represents that:

Client has full legal capacity and ability to act in order to execute and perform Transactions;
Client has all rights, permissions, licenses and authorizations in order to execute and perform Transaction;
Transaction and all its consequences are binding upon the Client and do not cause infringements of the laws of the United Arab Emirates or the laws of the place of performance of the Transaction;
The Client shall be deemed to be the Beneficiary of the Transactions with Company unless the Client has supplied the Company with data on a different beneficiary of the Client;
All information supplied by the Client to the Company, including information on its Beneficiary, activities, financial condition, and location, is true and is not misleading. All documents and Notices supplied by Client to Company are true and valid. Client has been informed of criminal responsibility for supplying Company with false information;
The Client has not offered, promised or given something or any preference to any Company’s employee, directly or indirectly, for the latter to act or abstain from any action in infringement of his duties;
The Client is not engaged in money laundering, that is, concealing or disguising the criminal origin of funds or other estate obtained as a result of criminal offence, or in terrorism financing, and the Client’s funds on deposit at the Company have not been obtained through unlawful means;
The Client, the Client's authorized official or Beneficial Owner is not a citizen or resident of any FATF Monitored Jurisdictions, such as Iran, Democratic People's Republic of Korea (North Korea), or any other country or territory when according to FATF is considered or will be considered prohibited for cooperation. In case the Client, the Client's authorized official or Beneficial Owner is citizen or resident of FATF Monitored Jurisdictions or any of high risk third countries, Company AML department will take a decision regarding the possible termination with such a Client. If the Client, the Client's authorized official or Beneficial Owner is citizen or resident of countries or territories with military actions (e.g. war) or political instability, or client's business activity is located or related to countries or territories with military actions or political instability, the Company AML department will also need to monitor such a relationship with the Client for money laundering risks which may result in the termination of the Client;
The Client, the Client's authorized official or Beneficial Owner or Client's related legal entity is not included in OFAC, United Nations sanctions regime;
the Client does not cooperate with the Iran, Democratic People's Republic of Korea (North Korea), or any other prohibited for cooperation country or territory included in financial sanctions regime, and does not cooperate with any individual or company included in the OFAC, United Nations sanctions regime;
Client is not a national or resident of Iran, Iraq, Democratic People's Republic of Korea (North Korea), Cuba, Syria, the Crimea, Donetsk and Luhansk region of the Ukraine, or any other country included in the OFAC, United Nations sanctions regime;
the Client does not cooperate with the Iran, Iraq, Democratic People's Republic of Korea (North Korea), Cuba, Syria or any other country, individual or company included in the OFAC, United Nations sanctions regime.
1. The Client’s representative, concluding the Transaction on behalf of Client, certifies that it is duly authorized and entitled to conclude the Transaction, sign documents of the Transaction, and carry out other actions required to perform the Transaction or related to the same. Should such certification be false, the Client’s representative concluding the Transaction on behalf of the Client assumes all obligations of the Client against the Company.
2. The Company shall be entitled to verify the representation and certification and other information supplied by the Client at any time. During such verification the Company is entitled to abstain from performing any Transaction with the Client.

4. Client and its Representatives’ Identification and Authentication

4.1. Company shall identify the Client and its representatives, beneficiaries in accordance with the applicable law in relation to the prevention of Money Laundering and Financing of Terrorism and the requirements of the Company. The Client shall be obliged to supply Company with requested information and documents that certify authenticity of supplied information.

During clients - individuals verification the Company shall request:

Identification documents such as passports or ID cards;
A photo of Client's facial image.

The Company may request the recent confirmation of the actual address (e.g., utility bill, bank statement, bank reference letter, etc.) will be requested. Actual address confirmation document must be dated within last 3 (three) months from the document uploading date.

Depending on client registration country, additional questions regarding verification may be requested by the Company AML department.

For customers - legal entities verification the Company shall request from the Client:

Legal entity foundation documents (e.g. Certificate of Incorporation, Articles of Association and any other document which may be requested at the discretion of the
Company);
Legal entity status confirmation documents (actual statement from business register, certificate of good standing, certificate of incumbency);
Legal entity's authorized representative identification document;
Authorized representative selfie (where Client's authorized representative is holding the identification document);
Authorized representative recent confirmation of the actual address (e.g. utility bill, bank statement, bank statement, bank reference letter, etc.) and;
Representative authority confirmation documents.

During legal entity verification all Beneficial Owners and authorized officials must be also verified. For Beneficial Owners and directors (or other authorized officials) verification, the

Company asks to upload;

Each person's ID documents; and
Actual address confirmation documents (e.g., utility bill, bank statement, bank reference letter, etc.). Actual address confirmation document must be dated within last 3 (three) months from the document uploading date.

Depending on legal entity complexity, additional questions regarding verification may be requested by the Company AML department which documents shall be requested at the sole and absolute discretion of the Company.

4.2.The Company shall make the authentication means available to the Client or the Client’s representative authorized to act on behalf of the Client according to the Client’s power of attorney submitted to the Company, who shall be the User. If the same individual is both the User and the Client or the User is the authorized representative of the Client–legal entity, the Company shall authenticate such User as the Client proper.

4.3.The Client and the User recognize that any Transaction or Notice confirmed by using the authentication means of the User shall be true and binding upon the Client, the User, and the Company, as well as shall have equal legal force as a Transaction or Notice bearing manual signature.

4.4.If the authentication means issued to the Client or the User become known to a third party, the Client shall be responsible for all consequences until the moment of notifying the Company of the same in accordance with the form and procedures set by the Company.

5. Confidentiality

5.1. Company acknowledges that all information related to Client, the Transaction and Client’s relations with third persons, and supplied by Client to Company, is confidential and shall not be disclosed to third persons without Client’s consent, except the information that:

Is publicly available, or
Is disclosed to an assignee on the rights of claim assigned, or is disclosed to third parties with regard to entering into partnership agreements or other financing agreements, or
Is required for financial institutions involved in execution of the Transaction applied for by Client, at their request, or
Might be evidence of a criminal offence or the Client’s breach under Transactions, or is necessary for detecting and investigating such, or
Is disclosed to third parties that supervise and audit the Company’s operations, or
is provided to competent authorities of the United Arab Emirates or other states for performing their functions pursuant to legal enactments, or
Is provided to tax administration authorities of the United Arab Emirates or other states, pursuant to provisions of the cooperation agreements made between the Company and the tax administration authorities of the said states;
Is provided to the Company’s outsource service providers, personal data operators and attorneys, or
Is provided to the Company’s cooperation partners that provide services to the Company or with whom the Company otherwise cooperates for the sake of execution of the Client’s Orders, the Company’s transactions or functions, or for complying with the requirements set forth in the applicable legal acts, or
Is provided to foreign supervisory institutions pursuant to the provisions of applicable legal acts, or
Is provided to foreign tax administration authorities pursuant to the provisions of applicable legal acts, or
Is provided to the court, court of arbitration, or for the sake of out-of-court dispute resolution pursuant to the provisions of applicable legal acts, or
Was provided at the Company’s discretion with regard to the Client or the persons related to the same, following the request from a correspondent bank located outside the United Arab Emirates and involved in execution of the Client’s payment order, or
Is the Client information (name, surname, identity No., and other identification data of the Client) supplied to the beneficiary of the payment applied for by the Client, according to the requirements of the payment processing schemes. The Client consents that on the instances mentioned in subparagraphs c–m of this paragraph 5.1, the Company shall be also entitled to transfer information outside the country, complying with the procedure set forth in the applicable normative acts.
1. Confidential information is the Company’s secret and is not to be disclosed. Confidential information may only be disclosed in compliance with the applicable law and these Terms.
2. The Client shall agree to the Company being entitled to record and keep all intercommunication without prior notification and to unilaterally choose technical means for recording the same. The Client shall agree to the Company being entitled to use intercommunication records as evidence for protecting its interests in settling disputes and in court. The Company shall not be obliged to store intercommunication records for the benefit of the Client.

6. Proxy

6.1. The Client shall be entitled to authorize a third person, including another Client of the Company, provided the Company’s prior written consent is obtained, to perform a Transaction on behalf of the Client. Such authorization shall be executed in writing, with the Client making such authorization in accordance with the Company’s requirements. Company shall be entitled to refuse to conclude a Transaction with Client in case such authorization is executed in default of the Company’s requirements, or Company has reason to believe such authorization is not valid. Company shall verify execution of the authorization; however, Company shall not be responsible for other conditions of validity.

6.2. A power of attorney submitted to Company shall be considered valid in relations between Client and Company until the moment when Client submits a written revocation of such power of attorney to the Company. The rights of representation or attorney of the Client’s representatives are revoked from when the Company accepts such revocation submitted by the Client, or validity of such power of attorney expires. Company shall not be responsible for losses or other additional expenses of Client, where a power of attorney is revoked and the Company has not been notified accordingly in writing. Where a Client’s representative acts on the basis of substitution of Client’s representative (assignment), powers of such Client’s representative shall be considered extended, if the powers of the primary attorney have been extended, or where a power of attorney of similar content has been issued to the primary attorney and the assignment has no stated term of validity.

6.3. Client is obliged to ensure in compliance with Company requirements that Company is in constant possession of documents certifying powers of the Client’s representatives to act on behalf of the Client and identifying the Client’s representatives. Unless Client supplies Company with such documents, Company shall be entitled to immediately refuse to perform the Transaction in whole or in part.

6.4. Where another Client of the Company is authorized to perform the Transactions on behalf of the Client, the representatives of such attorney shall be entitled to act on behalf of the principal, according to the card of specimen signatures submitted to the Company by the attorney.

7. Data of an Individual

7.1. If Client, the Client’s representative or Beneficiary are individuals, the Client, the Client’s representative and Beneficiary, establishing business relations with Company, agree that Company is entitled to process all personal data of Client, the Client’s representative and Beneficiary in accordance with provisions of the applicable law, including person’s identity data. The reason and purpose of processing of personal data is for use in the needs of rendering the Company’s services and ensuring of Company’s activities and performance of the Company’s functions. Company shall be entitled to request, to receive and to process personal data of Client and the Client’s representative from other sources, including from private systems for personal data processing and those of government and municipal institutions.

7.2. In cases of disclosure of Client’s information stated in these Terms, the data of individuals available to Company may be disclosed to third parties that render services to the Company or represent the Company’s interests, entrusted by the Company with fulfilment of liabilities stated in these Terms, or with whom the Company otherwise cooperates in securing its activities and performing its functions. The Client, Client’s representative and Beneficiary shall agree to persons that are provided individuals’ data on instances of disclosing the Client’s information pursuant to these Terms being entitled to process all personal data of the Client, Client’s representative and Beneficiary, including sensitive data and person’s identity numbers.

7.3. An individual on written application to Company is entitled to review such individual’s processed personal data available to Company and the individual may amend or correct same according to normative acts applicable on protection of personal data of individuals.

7.4. If Client and the Client’s representative are individuals, Company is entitled to use available personal data of such Client and the Client’s representative, in order to supply Client orally, by post or by electronic means with information on Company’s products and services.

8. Notices and Information Exchange

8.1. Any information, orders, applications, instructions, notices, complaints and requests arising out of the business relations between the Parties may be submitted in person, sent in writing through a postal operator or sent in electronic form by email.

Notices to the Company may be delivered orally as well in cases explicitly stated in these Terms or on instances defined as mandatory in the applicable law. All Notices submitted to the Company shall be completed without corrections, deletions, erasures or lapsus calami, and shall be clearly legible and complying with the requirements set herein. All Notices shall bear the Client’s own signature, be signed with a secure electronic signature or confirmed with the Client’s authentication means ensured by the Company.

8.2. Notices to the Company that are sent through a postal operator shall be sent to the registered address of the Company, and those shall be deemed received by the Company upon they are recorded in the Company’s document registry. Notices by the Client sent by e-mail shall be deemed received by the Company after the Company confirms their receipt. Notices to the Client shall be sent through a postal operator to the Client’s registered address (for legal entities) or residential address (for individuals), or to another contact address last communicated by the Client, or to the Client’s e-mail or via messengers such as Telegram, WhatsApp etc. The Company shall not be responsible for losses or expenses incurred by the Client or a third party in case the Client has not notified Company of change of address for sending of Notices, or has provided inaccurate or incorrect address designated for sending the Notices, and consequently has not received the Notices from the Company, or has not received them in due time. The Company shall also be entitled to send Notices to the Client following some other procedures set by the Company, including communicating them via electronic means and orally.

8.3. If a Notice is sent to the Client through a postal operator, the same shall be considered received on the third working day after service to the postal operator, regardless of its actual receipt. In case a Notice is sent to the Client by electronic means of communication, the same shall be considered received at the moment of being sent, regardless of its actual receipt. The Company shall not be responsible for losses or other additional expenses of the Client, which the Client may sustain due to transmission failure, delay or misuse of information. The Client authorizes all its representatives, as well as other persons being at the address where the Notices are sent to, to receive such Notices. In case any such authorized representative receives a Notice, the Client shall be considered to have received such Notice. The Company is entitled to record oral Notices. The Client acknowledges such recordings of the Company to constitute written Notices received.

8.4. Company’s seal and the signature of Company’s employee on Notice submitted by Client constitutes acceptance of such Notice for processing but does not trigger Company liability for execution of Notice. Execution of the Transaction is only evidenced by the Transaction being booked to the Client’s account or by a confirmation of its execution processed by the Company.

8.5. Notices in English or Russian languages only shall be legally valid. The Client shall agree on the language for receiving Account statement or the Client’s Notice which shall be the language in which such communication shall be received. In case receipt of Account statement has not been applied for, the Company shall be entitled to send Notices to the Client in the language of the Client’s Notice submitted to the Company. Client is obliged to make a Notice clear and certain. Company is entitled to refuse to execute an unclear Notice at its own discretion in full or partially. In case figures in the Notice are stated both in words and in numbers simultaneously, figures stated in words are valid in case of discrepancies.

8.6. If Company considers there to be potential inadequacies in the Client’s Notice, including with respect to its authenticity or validity, or has doubts concerning the document content, the Company is entitled to request that the Client should repeat the Notice according to the form specified or request that the Notice should be translated into the English language and legalized. The Company is entitled to refuse execution of the Notice until a repeat Notice is received.

8.7. The Client’s order submitted to the Company is valid for 6 business days of the Company from the date of submission of such order to the Company.

8.8. The Company shall process Notices on working days of the United Arab Emirates (that is on all days except Saturdays, Sundays and holidays) during the Company normal working hours (hereinafter referred to as the Company day). If the Company has accepted a Notice at any other time, the following Company day shall be considered the date of acceptance of the Notice for execution.

8.9. The Company shall be entitled to send on its own initiative any Notices to the Client about services provided by the Company via e-mail to e-mail addresses confirmed by the Client or via messengers such as Telegram or WhatsApp confirmed by the Client.

9. The Client’s Obligation of Cooperation and the Compliance Requirements

9.1. The Client is obliged to immediately notify the Company of changes in personal and registration data of the Client and its representatives, data of identity documents, address, other contact information, legal capacity and ability to act, important changes in its financial condition, as well as of amendments to or termination of powers of attorney submitted to the Company, and of the Transaction Beneficiaries. Such obligation of notice shall apply even if changes in Client information submitted to the Company are included in public registers.

9.2. The Parties agree that Clients are not entitled to assign their claims against the Company to third persons without Company’s written consent.

9.3. The Client shall be obliged to inform the Company of any facts and events known to the Client that may be an evidence of and/or lead to unfair gain for the Client and/or cause losses for the Company.

9.4. The Client is obligated to immediately provide to the Company all requested information, explanations and/or documents on:

the business activity of the Client or its business partners;
the purposes of Company’s operations requested from the Company or the origin of funds, which have been obtained as a result of the Company’s operations;
compliance of the Company’s operations in regards to the business activity of the Client or the Client’s business partners;
Client’s representatives and beneficiaries;
any other information necessary for the Company to duly fulfill requirements regarding the prevention of money laundering and terrorism and proliferation financing, as well as sanctions violation.

It shall be the Client’s obligation to supply the Company with requested information and documents.

9.5. The Client will be informed about the determination of the tax residence of the Client and its Beneficiary as well as the classification of the Client (active or passive nonfinancial organization, financial institution, international organization, or central bank) done by the Company.

The Client shall be liable for the losses that might be incurred by the Company where the Client fails to timely provide up-to-date and complete information on the Client’s own initiative or following the Company request.

10. Charges. Payments to the Company

10.1. Client shall pay the relevant Charges to Company according to the procedures and to the amount stated in the Terms and the Company’s respective Fees provided to the Client by the Company’s representatives.

The Fees that are valid as of the time of rendering the service shall set the amount and procedures of payment of the Charges. The Company shall be entitled to unilaterally amend the Fees. Such amendments shall enter into effect on the 31st day after adoption of same, unless the amendments or the applicable law states otherwise. The Company shall inform the Client individually of the amendments to the Fees on instances stipulated in the applicable law only. The Company shall also be entitled to inform Client of amendments to the Fees individually by means of a respective notice via e-mail or messengers such as Telegram, WhatsApp etc. Should the Client fail to submit its objections to the Company before the day on which amendments to the Fees become effective, the Client shall be deemed to agree to those amendments.

Should the Client disagree to the amendments, it shall be entitled to refuse being rendered a corresponding service by the Company and to terminate its business relations with the Company that are affected by the proposed amendments immediately, before the day on which amendments become effective at the latest, without penal sanctions applied. Should the relations be terminated, the Client shall submit all required documents to the Company and take all required steps to discharge the obligations arising out of the legal relations between the Parties.

10.2. The Charges must be paid before execution of the service, unless Company has stated different procedures of payment of Charges. Unless Client has paid Charges to Company for Company’s service, Company is entitled to cease rendering such service to Client or refuse rendering the service without any notice. If Company terminates or refuses rendering the service to Client because of the reasons mentioned in the previous sentence, Company shall not be responsible for Client’s losses or other additional expenses of Client. The Company shall be entitled to continue rendering the service at the Company’s own discretion in case the Client has not paid the Charges for the Company’s service, the Company consequently acquiring the corresponding rights of claim towards the Client of the amount equal to the Charge.

10.3. If taxes, duties or similar payments are levied on Charges, the Company shall be entitled to withhold such payments from the Client, with the Charge amount being increased accordingly.

11. Responsibilities of the Parties

11.1. The Parties are liable for failure to perform or improper performance of their obligations in accordance with the current legislation of the United Arab Emirates.

11.2. The Company is not responsible for non-receipt of the services by the Client, and the payment made in this case is not returned and is not transferred to other services, in the following cases:

The e-mail address specified by the Customer is not available at the time of the provision of the service;
The customer cannot receive paid services due to technical or other problems that he has encountered.

11.3. The Company provides the Client with the services and is not responsible for the actions/inactions of the Client carried out by them before or after the provision of the services.

11.4. The Company provides is not responsible for failure to perform or improper performance of the obligations in case if the Client provided the Company with the inaccurate information or documents, knowingly false information and/or misleading the Company.

12. Responsibility

12.1. The Company shall not be responsible for default of its liabilities in whole or in part, provided such default has arisen due to circumstances beyond the Company’s control, including acts of terror, war, fires, explosions, civil unrest, strikes, acts of God, acts issued by government institutions, actions of third persons, break-downs, faults or errors of computers or other means of communication.

12.2. In no event shall the Company be liable in any way for any indirect damages of any kind, including loss of profits, loss of business, loss of future earnings and any other kind of indirect damages.

12.3. Without prejudice to any other provision contained in these Terms, the Company’s total liability for any one breach under these Terms shall in no event exceed the amount of Fees charged in one (1) calendar year.

13. Applicable Legal Enactments and Procedures of Disputes Resolution

13.1. Business relations between the Parties shall be subject to the legal acts of the United Arab Emirates, international banking practice and customary practices. The Company shall apply special legal norms set forth in the normative acts on consumer rights protection to business relations with the Clients that are recognized as consumers under the normative acts on consumer rights protection applicable in the United Arab Emirates.

13.2. Disputes between the Client and the Company may be resolved by the Parties through mutual negotiations.

13.3. Any Client grievance or claim (hereinafter referred to as the “Claims”) against the Company shall be resolved out-of-court on the following basis:

the Client shall address its Claim to the Company;
the Company shall register the Client’s Claim and consider the same within 30 (thirty) days of submission of such Claim and all documents requested by the Company in this connection.

However, should preparation of a response require additional time, the Company shall be entitled to extend the term of the Claim consideration, notifying the Client accordingly.

13.4. Any dispute, discord or Claim ensuing from business relations of the Parties hereto, or the default, termination, lawfulness, validity or translation thereof shall be resolved at the discretion of the claimant at the courts of the United Arab Emirates.

13.5. Should any clause of these Terms become void because of amendments to the normative acts, the other clauses of these Terms shall remain in full force and effect, and this being the case the Parties shall apply the Terms in accordance with the requirements of the effective normative acts.