This document was last updated 1st April 2026

These terms and conditions of business explain your responsibilities to us and our responsibilities to you, how and when our contract with you can be terminated and the extent of our liability to you.

We therefore ask you please to read these terms and conditions carefully, as they will be incorporated into the contract which is formed between us where you instruct us to perform, and we agree to perform, for you any of our services.

THE SCHEDULES

Each of the Schedules relate to services offered by Universe Payments and Universe VASP. In entering into this Agreement, the Client is agreeing to the terms applicable to those services in the event they use those services.

If there is a conflict between the main terms of this Agreement and any terms of a Schedule, the terms of the Schedule shall take precedence unless such additional terms expressly reference the main terms of this Agreement.

Schedule 1: THE PAYMENT SERVICES

These terms and conditions (Terms) are a contract between you (the Client, you or your/s) and Universe Payments Ltd (Universe Payments, we, us or our). Universe Money is the trading name of Universe Payment Ltd, a wholly owned subsidiary of Endor Group Limited.

These Terms shall come into force as soon as you accept them online and shall continue until terminated in accordance with these Terms.

These terms contain the following parts:

• Part 1: Foreign Exchange Services
• Part 2: Payment Services
• Part 3: General Provisions
• Scheduled 3: Fee Pricing

In these Terms, capitalised words are defined in brackets or have the meaning set out below:

Account: has the meaning given in paragraph 12.
Account Opening Form: the form that you complete to apply for an Account with us.
Authorised Agent: a third party that can use the Account on behalf of the Client and as identified on Schedule 4
Authorised Persons: any person identified on the Authorised Persons Form is authorised to use your Account in accordance with these Terms.
Authorised Persons Form: as per Schedule 4 Available Balance: has the meaning given in paragraph 29.
Business Day: Monday to Friday, 9am to 5pm in England and Wales, excluding bank and public holidays.
Fee: our fees pursuant to these terms, as set out in the Schedule 3.
FX Services: has the meaning given in paragraph 1. FX Order: has the meaning given in paragraph 2.
FX Confirmation: has the meaning given in paragraph 4.
Larger Enterprise: has the meaning given in paragraph 48. Payment Instructions: has the meaning given in paragraph 37.
Privacy Policy: our privacy policy, which can be found on our website (https://universemoney.io/regulatory-information/terms-and-conditions/)
PSRs: the Payment Services Regulations 2017 (as updated from time to time).
Security Details: the usernames, passwords and/or any other information that you use to access or verify your Account as referred to in paragraph 50.
Services: has the meaning given in paragraph 12.
Terms: these terms and conditions as well as our Privacy Policy.
Value Date: has the meaning given in paragraph 4(c).

PART 1: FOREIGN EXCHANGE SERVICES

1. Our Services include the ability to convert currencies (i.e. FX Services), for example:
   • as part of a Transaction: where you add funds in one currency to your Account and then later use those funds to send money to a payee, or withdraw funds in a different currency; or
   • in your Account, when you hold funds in one currency and then convert it to a different currency.
2. We may enter into transactions for the sale, purchase and delivery of currency with you in accordance with your instruction (an FX Order).
3. You can submit an FX Order by any of the means that we provide to you from time to time for our review and acceptance.
4. If we accept your FX Order, we shall send you confirmation that shall include the following details (an FX Confirmation):
   1. The amounts and currencies that you wish to convert;
   2. The applicable exchange rate;
   3. The applicable currency conversion date (the Value Date);
   4. he time period within which you must accept the terms of the FX Confirmation.
5. Once you have accepted an FX Confirmation confirming an FX Order in writing within the specified time, you may only amend or cancel the FX Confirmation if we expressly agree.
6. We may require further confirmation or information from you or an Authorised Person of any FX Order if (including, but not limited to):
   1. Universe Payments considers that an FX Order or instruction is ambiguous;
   2. Universe Payments has not satisfied itself that the person giving the FX Order is the Client or an Authorised Person; or
   3. the instruction is to close your Account or to remit the Client’s funds to a third party.

COMMERCIAL PURPOSE

7. The FX Services shall be limited to providing facilities for the sale, purchase and physical delivery of foreign currencies for use in connection with a trade or business or for other commercial (but not, for the avoidance of doubt, investment) purposes only.
8. You hereby warrant that you are not acting for any third party; and that the transactions are for commercial purposes (in the case of businesses) and private purposes (in the case of individual clients) and, as such, do not amount to futures contracts under article 84 of the Financial Services & Markets Act 2000 (Regulated Activities) Order 2001.
9. We will not at any time offer advice to you on taxation, investment products or markets or the merits of any FX Order.

FUNDS TO FULFIL FX ORDERS

10. We may not process your FX Order until we have received the relevant funds and specified fees. It is your responsibility to ensure that you adequately fund an FX Order (whether through your Account, as part of a payment transaction or any other Service we provide) in a timely manner. We won’t be responsible for the time it takes for the money to be sent to us by your payment service provider.

DEFAULT & REFUSAL TO PERFORM FX CONTRACTS

11. We reserve the right to refuse an FX Order if the conditions set out in these Terms have not been met. Reasons for refusal may include (but are not limited) to incorrect information about a recipient, insufficient available funds, or where we believe you may have violated these Terms, including where we believe you are or may be attempting to engage in currency trading or other trading for purposes not permitted by these Terms. We will endeavour to notify you of any refusal, using the contact information that you have provided to us, stating (where possible) the reasons for such refusal, and explaining how to correct any errors but only if such notification is not unlawful.

PART 2: PAYMENT SERVICES

12. Your Account pursuant is a payment services product where you can:
    1. receive, hold, withdraw and send funds (including by using an IBAN); and
    2. receive the FX Services (pursuant to Part 1).

(Collectively, the Services)

13. Your Account will not be governed by any deposit protection scheme, including the Financial Services Compensation Scheme. However, we will safeguard your funds so that they are protected in accordance with applicable law if we become insolvent.
14. The funds held in your Account will not earn any interest or return
15. You may hold funds on your Account in any currencies that we support from time to time.

OPENING YOUR ACCOUNT

16. To start using our Services, you must create a profile and provide certain information about your business as requested by us.
17. All information you provide to us must be complete, accurate: you must also update us as soon as possible if there are any changes to any information that you have provided to us and we will not be liable to you if any such information you supply to us is incorrect or it has changed and you have not informed us.
18. To be eligible to apply for, and use, an Account you will:
    1. be a fully incorporated company that is a Larger Enterprise and registered or licensed to carry out its business activities;
    2. not be a, trust, SPV, foundation or charity;
    3. not be carrying out any activities that may damage our reputation or goodwill, or that would cause us to be in breach of any applicable law in any jurisdiction; and
    4. not be declared insolvent, wound up or anything similar in accordance with any laws that apply to you.
19. Your Representative agrees that they:
    1. have full authority to enter into this Agreement and meet the obligations under it; and
    2. will provide us with all the information we need during the Account opening process and throughout the term of this Agreement.
20. You may only register one Account with us: if we discover that you have attempted to open more than one Account, we may immediately terminate this Agreement.
21. We are required by law to conduct certain security and customer due diligence checks on you to provide any Services to you. We may also need to perform checks on other parties involved in a particular transaction (for example, on your recipient).
22. You acknowledge and accept that: (a) when speaking to our customer service agents, your call may be monitored and/or recorded for quality assurance, training and security and fraud protection purposes; and (b) for fraud and security purposes your records are kept by us even after your Account is closed.
23. Provided that we have been able to successfully complete our due diligence checks, you shall be approved to use your Account. However, we may restrict the services made available to you if such use would be outside our risk appetite.
24. We may offer additional features to enhance your Account from time to time, such as connections to third party accounting software and may also stop offering those at any time without prior notice to you.

ADDING FUNDS TO YOUR ACCOUNT

25. You will be able to add funds into your Account using any of the options that we make available to you from time to time.
26. You may only use a payment instrument (such as bank accounts, credit cards or debit cards) to fund your Account either from Accounts in your name or a third party such as a customer
27. If you select a pay-in method which can be subject to chargeback (for example a credit card), you agree that you will only exercise this chargeback right if we have breached these Terms; or there was an unauthorised use of your incoming payment, meaning that you did not execute or authorise it. If we need to investigate or take any actions in connection with a chargeback caused by or related to you, we may charge you up to an administrative Fee and we may deduct this amount from your Account, limit your access to our Services until the investigation is complete. In serious circumstances, including where there are unusually high or frequent amounts of chargebacks, we may close your Account.
28. For legal, security, or other reasons, we may impose financial limits on your chosen pay-in or pay-out methods or currencies, including how much you can add to, or pay out of, your Account. We will let you know at the time of adding funds whether there are such limits

USING YOUR ACCOUNT

29. You must always ensure that you have sufficient funds available in your Account (Available Balance) for each Transaction you authorise (including value added tax and other taxes, duties and applicable fees).
30. If for any reason a Transaction proceeds but its amount exceeds the Available Balance, you must pay us the deficit immediately.
31. You may hold funds on your Account in any currencies that we support from time to time.
32. You may not place a charge or other form of security over your Account.
33. We may place certain limits on your Account depending on your business type, country of domicile, verification status or other legal considerations. You can contact our Customer Support team for more information about these limits.
34. We may at our sole and absolute discretion reject a requested Transaction, or refund a payment or other transaction, for any reason whatsoever, including without limitation, where the value of your Account could directly or indirectly exceed any value permitted under the applicable laws and regulations or any other regulatory or risk limit prescribed for that Account.
35. Your Account is for commercial purposes only and not for personal use.
36. You cannot use your Account in the following ways, either directly or indirectly:
    • any illegal purposes (e.g. fraud);
    • in a way that we reasonably believe might harm our ability to provide our Services; or
    • to allow anyone else (other than Authorised Persons) to have access to or use your Account

EXECUTION OF PAYMENT TRANSACTION

37. You will need to give your consent to each payment transaction by using your Security Details. Once you have given such consent, it will be deemed to be authorised. Your payment instructions must confirm the details of the proposed payee including its full name, account details for payment and any unique identifier confirmed to the Client by the payee (Payment Instruction/s).
38. The time of receipt of a Payment Instruction is when it is received by our processing partner. If a transaction order is received after 12pm on a Business Day, then it will be deemed to have been received on the next Business Day.
39. Certain recipients may not accept payments made through your Account and we accept no liability for this: it is your responsibility to check the restrictions of each recipient.
40. We may delay processing a payment transaction in certain situations e.g. if we need to confirm that it has been authorised by you, because of verification checks or due diligence reviews, or if other payments to your Account have been reversed. We are not responsible for such delays, where we have acted reasonably.
41. The estimated completion time of your Transaction will be provided to you when you set it up: we will use reasonable efforts to ensure that the funds arrive in the recipient’s payment account within the notified timeframe provided but note that we do not have any control over the time it may take for the recipient’s payment provider to credit and make available funds to the recipient. We may delay crediting a payment transaction to the recipient’s payment service provider if we reasonably suspect that a transaction order is fraudulent and need to verify that this is not the case.
42. If we are unable to complete your payment transaction, we will let you know and, when possible, the reasons for the refusal and an explanation of how to correct any factual errors where it would be lawful for us to do so.
43. Your ability to use or access the Account may occasionally be interrupted, for example if any of our third-party service providers need to carry out maintenance on their systems or websites. Please contact us should you experience any problems using your Account and we shall attempt to resolve these as soon as possible

FEES

44. You may incur a Fee when you use our Services such as sending money, converting currencies or receiving wire payments.
45. We may not process your Transactions or provide any other Services to you until we have received any applicable Fees from you. Our Fees do not include any fees that your bank, the recipient’s bank or other third party may separately charge you.
46. The Fees are set out in Schedule 3 and form part of these Terms.
47. You agree that we are authorised to deduct our fees, any applicable reversal amounts, or any amounts you owe us from your Account, including negative Account balances. If you don’t have sufficient funds in your Account to cover these amounts, we may refuse to execute pending or future Transactions or provide any Services to you and may deduct funds sent to us for Services in the future.

THE CORPORATE OPT-OUT

48. Clause 49 applies to you only if you are a Larger Enterprise i.e. a business that is not:
    1. a consumer (a person acting for purposes other than a trade, business or profession)
    2. (a micro-enterprise (a business which has fewer than 10 employees or a turnover not exceeding EUR 2 million); or
    3. a charity with an annual income of less than £1 million.
49. If you are a Larger Enterprise, you agree that the following provisions of the PSRs will apply differently to you:
    1. Part 6 (Regulations 40 – 62 inclusive) of the PSRs (requirements as to the provision of information); the following regulations of Part 7 (Rights and Obligations in relation to the provision of payment services) of the PSRs will not apply to you:
       1. (66(1): charges (refusals, revocations, incorrect unique identifiers). We will instead charge you for the fulfilment of our obligations under these Terms;
       2. 67(3) and (4) & 83: withdrawal of payer consent and revocation. Once given, you may not withdraw your consent to a payment transaction or revoke a payment transaction with us;
       3. 75: evidence of authentication and execution of transactions. The onus of proving that a payment transaction was either unauthorised or incorrectly executed lies instead with you rather than with us;
       4. 77: Payer’s liability for unauthorised transactions. You, instead of us, are liable for all losses in respect of unauthorised payment transactions listed in Clause 2.8 of these Terms;
       5. 91: non-execution or defective execution of transactions initiated by payer. We shall not be liable to you for the correct execution of a payment instruction; and
       6. 94: liability of payment services provider for charges/interest. We are not liable for charges and interest incurred as a result of the non-execution or defective execution of a payment transaction.
    2. The time limit for notifying us of any unauthorised transaction or incorrectly executed transaction and/or refund is 60 days of the alleged error, rather than 13 months under regulation 74 of the PSRs.
    3. We can end or vary these Terms by giving you 30 days’ notice, rather than 2 months’ notice.
    4. You will not be eligible for reimbursement under the APP scam reimbursement scheme.
    5. You will not be able to complain to the Financial Ombudsman Service.

SECURITY DETAILS

50. You will be able to access your Account using your Security Details any other information that you give to us to access your Account. You and your Authorised Persons must take all possible measures to keep your Security Details safe and entirely confidential at all times. Such measures include (but are not limited to):
    1. not keeping Security Details near a device that you use to access your Account;
    2. disguising or protecting your Security Details, not writing them down or otherwise storing them, and not share them with none-authorised persons;
    3. keeping your email account and the device you use to access your Account secure and not allowing none-authorised persons to use them;
    4. always using strong passwords (e.g. a mixture of numbers, letters and symbols that are at least 12 characters long) on any devices used to communicate with us;
    5. setting up 2-step authentication on any devices used to communicate with us, if applicable;
    6. regularly updating your device’s browser to the latest available version;
    7. regularly updating any applicable apps on your devices to the latest available version;
    8. installing and maintaining the latest anti-virus software on your devices, where applicable; and
    9. setting up approval processes for Authorised Persons.
51. Failure to comply with the above condition may affect your ability to claim any losses in the event that we can show that you have intentionally failed to keep the information safe or you have acted fraudulently, with undue delay or with gross negligence.
52. If you believe that someone else knows any of your Security Details, you must notify us immediately.
53. If we suspect or believe that your Account is or may be subject to any fraud or security threats, we will notify you securely via our agreed method.

THIRD PARTY AUTHORITY TO ACT (DEALING MANDATE)

54. Appointment of Agent: You can appoint a third party as your Authorised Agent to access your Account and execute Trade Orders, Payment Instructions, and Beneficiary setups on your behalf.
55. Instructions: you hereby consent that the Agent is authorised to act on instructions given by an Authorised Person the via telephone, email, or our online portal.
56. Execution: You acknowledge that when the Agent inputs an order, the Agent is doing so as an intermediary, and the resulting contract is directly between you either Universe Payments Ltd, Universe Technologies Ltd or both
57. Indemnity: You agree to indemnify the Agent against any losses arising from us acting in good faith on your instructions.

UNAUTHORISED OR INCORRECTLY EXECUTED PAYMENT TRANSACTIONS

58. If you realise that an unauthorised or incorrectly executed payment transaction has been carried out from your Account, you must notify us without undue delay and, in any event, within 13 months of the debit date: if you fail to notify us within this time period, you may not be entitled to have any errors corrected.
59. You shall bear all losses caused by unauthorised payment transactions if those losses result from a fraudulent act on your part or gross negligence in carrying out your obligations to use any telephone arrangements or Security Details in accordance with the Terms governing their use and to inform us without delay as soon as you become aware of the loss or theft or of any unauthorised use thereof.
60. Once we have received all necessary information from you and all transactions and applicable fees and charges have been processed and deducted, we will refund any unathorised payment transaction to you provided that:
    1. you have not acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of fraud or gross negligence; and
    2. we are not required to withhold your funds by law or regulation, or at the request of the police, a court or any regulatory authority.
61. If, following reimbursement of your fraudulent payment transaction, any further transactions are found to have been made or charges incurred using your account or we receive a reversal of any prior funding payment transaction, we will notify you of the amount and you must immediately repay to us such amount on demand.
62. If, in accordance with clause 58, you notify us of an incorrectly executed payment transaction we will investigate and as soon as practicable will refund the amount of the non-executed or defective payment transaction.
63. If, in accordance with clause 58, you notify us that you are the victim of Authorised Push Payment (APP) fraud, and you are eligible, we will investigate and refund you in accordance with the APP fraud reimbursement scheme. An APP scam is when a scammer misleads you into sending your own money via payment account transfer to an account that they control. We may apply an excess of up to £100 for investigating any claims of APP fraud.
64. Where we consider that there is evidence to suggest you have acted fraudulently or have deliberately or grossly negligently failed to comply with your obligations in relation to these Terms, we reserve the right to investigate the claim before making any refund. If we decide to investigate the claim before making a refund, we will carry out our investigations as quickly as possible.
65. For lost and stolen Security Details or misappropriation where you have failed to keep any Security Details, safe, your liability for any unauthorised payment transactions will be capped at £35 per each instance of loss, theft or misappropriation (unless you are a Larger Enterprise). You will not be liable for any losses arising after you have notified us in accordance with clause 58.
66. Where any unauthorised payment transaction arises from you acting fraudulently, or you intentionally or with gross negligence fail to comply with your obligations to keep your Account details safe, you will be liable for all losses (including our losses).
67. Where we are liable for the incorrect or non-execution of the Payment Order, we will refund the amount of the payment transaction to you without undue delay. This liability will extend to charges incurred by you.

PART 3: GENERAL PROVISIONS

INSTRUCTIONS

68. You may provide instructions to us in writing by any of the means we make available to you from time to time.
69. Authorised Persons can be designated by your designated representative (as indicated on your Account Opening Form) and are able to access your Account using your Security Details. You acknowledge that you are responsible for all actions or omissions of Authorised Persons in relation to any use of our services in accordance with these Terms: we will treat all instructions from Authorised Persons as if you had given the instructions yourself.
70. Each Authorised Person shall be able to access the Account and its available features (subject to any limitations that you impose via the Platform) including (but not limited to):
    • initiating and otherwise receiving funds transfers by whatever means allowed for the Account;
    • authorising withdrawals by whatever means are available to the Account; and
    • viewing transaction history and all Account-related information.
71. Disputes between you and an Authorised Person relating to any use of our Services are a matter between you and such Authorised Person: you acknowledge and accept that we are not a party to any claim or dispute between you and your Authorised Persons.

INTEREST

72. If you fail to make any payment required under these Terms when it falls due, interest will be charged on the outstanding sum at a rate of five per cent per annum over the base rate of the Bank of England. Such interest shall accrue and be calculated daily from the date payment was due until the date the Client pays in full and shall be compounded monthly.

CHANGES TO THESE TERMS

73. If we add a new product or service that doesn’t materially change these Terms, we may add the product or service immediately and let you know before you use it.
74. Otherwise, and unless you’re a Larger Enterprise, we’ll give you two months’ notice before we make any change. We’ll assume that you’re happy with the change unless you tell us that you want to close your Account before the change is made.

TERMINATION OR SUSPENSION OF YOUR ACCOUNT

75. You may terminate your Account at any time by contacting us in writing.
76. We may suspend or close your Account for various reasons and the amount of notice we’ll give shall depend on the specific reason for the suspension.
77. We may terminate the Agreement at any time by giving you two months’ advance notice or if you’re a Larger Enterprise, 30 days’ notice.
78. We may also suspend your Account, restrict its functionality or terminate the Agreement at any time with immediate effect if:
    • we have good reason to suspect that you are behaving fraudulently or otherwise criminally;
    • you haven’t given us any information we need, or we have good reason to believe that information you have provided is incorrect or not true;
    • you’ve contravened these Terms in a serious or persistent way and you haven’t put the matter right within a reasonable time of us asking you to;
    • we have good reason to believe that your use of your Account is harmful to us or our software, systems or hardware or that your continued use of your Account could damage our reputation or goodwill;
    • you do not access your Account for 1 year;
    • you behave in a disrespectful or abusive way to our staff, e.g. by harassing or insulting them or using offensive language while communicating with them;
    • we have asked you to repay money you owe us and you have not done so within a reasonable period of time;
    • you have been declared bankrupt/insolvent pursuant to laws that apply to you;
    • there’s been a material change in the beneficial ownership or management of your business;
    • we have good reason to believe that you’ve disposed of significant business assets;
    • you are a sole trader and you die or you are a partner in a business and the partnership ends; or
    • we have to do so under any applicable law, regulation, court order or ombudsman’s instructions.
79. In the event that we do suspend or terminate your Account then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards. We may advise anyone involved in the Transaction if a suspension has taken place.
80. Once we have received all necessary information from you and all Transactions and applicable fees and charges have been processed and deducted, we will refund any Available Balance to you provided that:
    1. you have not acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of fraud or gross negligence; and
    2. we are not required to withhold your Available Balance by law or regulation, or at the request of the police, a court or any regulatory authority.
81. If, following reimbursement of your Available Balance, any further Transactions are found to have been made or charges or Fees incurred using your Account or we receive a reversal of any prior funding Transaction, we will notify you of the amount and you must immediately repay to us such amount on demand.
82. For the avoidance of doubt, the termination of these Terms by the Client shall not affect any agreed FX Order nor any rights or obligations that have already arisen at the date of the termination (unless we would otherwise be prohibited to carry out such transactions in accordance with applicable law).

DISPUTES AND COMPLAINTS

83. If you are dissatisfied with any aspect of the services provided by Universe, you may inform us accordingly. All complaints should in the first instance be made in writing to our Compliance Department at complaints@universemoney.io. Upon our receipt of your complaint, we shall aim to respond to you as quickly as possible and in any event within 15 (or exceptionally, 35) Business Days of your complaint.
84. If a complaint relates to our provision of payment services to you, if you are not satisfied with Universe’s resolution of the complaint, you may be entitled to refer the matter to the Financial Ombudsman Service (FOS). The FOS provides an out-of-court redress mechanism. Please see their website for information about how to contact the FOS and how to bring a complaint.

CLIENT’S REPRESENTATIONS AND UNDERTAKINGS

85. You represent to us that for the duration of these Terms:
    1. you have full power, legal capacity and authority and have taken all necessary steps to enable you to lawfully enter into and perform these Terms;
    2. the person(s) entering into these Terms and executing the Account Opening Form has been, where applicable, duly authorised to do so;
    3. all sums paid to Universe Payments by you, under these Terms belong to you and are not subject to any charge or other rights of a third parties;
    4. all information supplied to Universe Payments by you is, or at the time it is supplied will be, up to date, accurate in all material respects and that you have not omitted or withheld any information which would make such information inaccurate in any material respect; and
    5. you have a valid commercial or personal reason for entering into each FX Order and have not entered into any FX Order for investment or speculative purposes.
86. You will promptly provide to Universe:
    1. on request such information regarding your financial and business affairs and/or identity, as Universe Payments may require (including without limitation any information required by Universe Payments to be able to comply with its anti-money laundering obligations and policies); and
    2. written confirmation of any changes to your contact details as provided to us at any time

LIABILITY

87. We shall not be liable for:
    • any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds and/or failure of data processing systems;• any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
    • any use of your Account that is contrary to these this Agreement;
    • any goods or services that are purchased with the Account; and
    • any damages due to loss, fraud or theft that you have reported to us later than 13 months after the event.
88. We will not be liable to you if your contact details have changed and you have not told us.
89. Where sums are incorrectly deducted from your available funds due to our default, our liability shall be limited to such equivalent amount.
90. Nothing in these Terms shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
91. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
92. The above exclusions and limitations shall apply to any liability of any of our affiliate’s suppliers, contractors, representatives and any of their respective affiliates (if any), to you, which may arise in connection with these terms and conditions.

INTELLECTUAL PROPERTY

93. We own intellectual property within the following:
    • our products and Services;
    • any content that we create and display on our website, social media platforms and marketing materials;
    • any apps that we develop for use of the Services;
    • our logos and branding; and
    • any changes to the above as and when we update our Services.
94. You must not directly or indirectly, unless we separately agree in writing:
    • use our intellectual property as your own;
    • distribute any rights to our intellectual property to any third party; or
    • copy, modify, reverse-engineer any of our products.
95. If you are a company, we may also ask you for permission to use your company’s name and logo on our website, social media and any other marketing information.

RECORDING TELEPHONE CONVERSATIONS

96. Universe Payments may record telephone conversations with you, including recording oral instructions given by telephone. The parties agree to:
    1. the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
    2. the use of such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties.

GENERAL

97. You acknowledge and agree that Universe Payments is permitted to carry out an electronic database search and search credit reference agencies in order to verify you, or any shareholder or officer of the Client’s, identity and credit standing. If such searches are carried out, Universe Payments may keep records of the contents and results of such searches in accordance with all current and applicable laws.
98. As these Terms relate to you solely, the provisions of the Contracts (Rights of Third Parties) Act 1999, relating to third parties, are expressly excluded.

COMMUNICATIONS BETWEEN US

99. We may contact you by telephone or by email at the contact details provided by you in the Account Opening Form or any other e-messaging service we agree to (e.g. Telegram, Slack).
100. It shall be your responsibility to inform us of any changes to your or your Authorised Person’s contact details.
101. All communications between you and us shall be in English.

REGULATORY INFORMATION

102. Universe Payments Limited is authorised and regulated by the Financial Conduct Authority as an Authorised Payment Institution (firm reference number 554920).

Schedule 2: THE VASP SERVICES

These terms and conditions (Terms) are a contract between the User and Universe Technologies Limited (Universe Technologies, we, us or our).

By accessing or using our Services via the Platform, you agree to comply with these Terms. If you do not agree to these Terms, you may not use the Platform.

The Platform intends to fully comply with the Markets in Crypto-Assets Regulation (MiCAR) 2023/1114 as it comes into full effect in Bulgaria and across the EU.

DEFINITIONS

In these Terms, capitalised words are defined in brackets or have the meaning set out below:

AML: anti-money laundering.
Account: an account registered by the User on the Platform (including registration via mobile application).
Account Opening Form: the form that you complete to apply for an Account with us.
Authorised Persons: any person identified on the Authorised Persons Form is authorised to use the Services in accordance with these Terms.
Authorised Persons Form: as per Schedule 4
CASP: Crypto-Asset Service Provider as defined under MiCAR as a legal person or other undertaking whose occupation or business is the provision of one or more crypto-asset services to clients on a professional basis, and that is allowed to provide crypto-asset services in accordance with Article 59 of MiCAR.
Consume: any natural person who is acting for purposes which are outside his trade, business, craft or profession.
Crypto Assets (CA): digital representation of a value or of a right that is able to be transferred and stored Services: buying, selling, exchanging, storing, and other operations involving Virtual Assets or Virtual Assets and fiat currency offered by the Platform and any related services available through the Platform.
Platform: our online Platform where Services are provided to Users.
Services: our provision of CA-related services through our Platform as further described in paragraph 3.2.

1. USE OF OUR SERVICES
   1. The use of the Services, website and the Platform are governed by international compliance requirements and of economic sanctions. By sending, receiving, buying, selling, trading or storing Crypto Assets through the Platform, the User agrees to comply with these terms and our compliance policies.
   2. We reserve the right to reject applications or to suspend or terminate accounts in case of non-compliance.
2. REGISTRATION AND USER ELIGIBILITY
   1. Users must:
      • Be at least 18 years old.
      • Be a corporate client (not a consumer).
      • Pass our KYC/AML checks in compliance with Regulation (EU) 2015/847 and applicable AML laws.
      • Not be located in a restricted jurisdiction as listed in our AML Policy.
      • Provide accurate, complete, and up-to-date information, including identity verification documents on an on-going basis.
   2. Prohibited Use – The Platform prohibits use by individuals or entities on any sanctions lists, including EU and OFAC lists, or from jurisdictions deemed high-risk by FATF
3. SERVICES
   1. Crypto Asset Transactions: Users may buy, sell, exchange, or store Crypto Assets using the Platform.
   2. Pricing: we do not guarantee the prices of Crypto Assets, which are subject to market volatility.
   3. Fees: all transaction, withdrawal and other fees are transparently displayed before completing a transaction. Users agree to pay all applicable fees. Our fees may be updated from time to time and shall be effective upon notice to you (including by publication on the Platform)
      
      The Fees are set out in Schedule 3 and form part of these Terms
   4. Transaction Limits: the Platform may impose limits on transactions based on regulatory requirements or risk assessments.
   5. Execution & Settlement timing
      • Transactions are executed in accordance with our Order Execution Policy.
      • Settlement times may vary depending on network congestion and fiat banking procedures.
4. AML AND KYC REQUIREMENTS
   1. Identity Verification: the Platform complies with Bulgarian AML/CFT legislation and will verify User identity before providing Services.
   2. Transaction Monitoring: all transactions are subject to monitoring and reporting to Bulgarian Financial Intelligence Directorate (FID) in cases of suspicious activity.
   3. Account Freezing: the Platform reserves the right to freeze accounts or transactions if required by law or for AML purposes.
5. USER OBLIGATIONS
   1. Accuracy of Information: Users must ensure that all information provided to the Platform is accurate and up-to-date.
   2. Lawful Use: Users must not use the Platform for any unlawful activity, including money laundering, terrorist financing, or fraud.
   3. Account Security: Users are responsible for maintaining the confidentiality of their account credentials and must notify the Platform immediately of any unauthorised access.
   4. Market Abuse: Users must not engage in market manipulation, wash trading, or other abusive practices.
6. RISK DISCLOSURE: BY USING OUR PLATFORM, YOU ACKNOWLEDGE AND ACCEPT THESE RISKS.
   1. High Volatility Risk: The value of Crypto Assets can fluctuate significantly, and past performance does not guarantee future results. Users should assess their risk tolerance before engaging in transactions. You could lose some or all of your investment.
   2. Regulatory Risk: Crypto Assets are subject to changing laws and regulations. Changes in laws and regulations could significantly impact the value or legality of Crypto Assets.
   3. Loss of Capital and Funds: Users are responsible for the security of their account and any transactions they initiate. The Platform is not responsible for losses due to User error, such as sending Crypto Assets to the wrong address or unauthorized access to your account.
   4. Technology Risk: Crypto Asset transactions rely on blockchain technology, which is subject to technical risks, including network congestion, forks, and smart contract vulnerabilities.
   5. Market Risk: The Crypto Asset market is subject to various risks, including liquidity risk, counterparty risk, and market manipulation.
7. LIMITATION OF LIABILITY
   1. No Guarantees: the Platform provides Services “as is” without guarantees of uninterrupted or error-free operation. We do not guarantee continuous availability of Services due to possible system maintenance or force majeure events.
   2. Liability Cap: the Platform’s liability is limited to the total fees paid by the User in the preceding 12 months.
   3. Force Majeure: the Platform is not liable for delays or failures caused by events beyond its control, including (without limitation) cyberattacks, natural disasters, or regulatory changes.
   4. Disclaimer of Liability: we shall not be liable for:
      • Losses due to market movements.
      • Third-party service provider failures (e.g., banking partners, blockchain networks).
      • Unauthorized access due to User negligence.
   5. MiCAR: to the fullest extent permitted by applicable law, any provisions of MiCAR which are applicable to consumers only are hereby excluded for Users that are not Consumers.
8. CONSUMER PROTECTION
   1. The applicable provisions of MiCAR in respect of consumer protection requirements shall not apply to our corporate customers unless they meet the definition of a Consumer including those relating to:
      • Fair and transparent pricing.
      • Right to withdraw from contracts where applicable.
      • Complaint resolution mechanisms.
   2. Please contact us if you believe you meet the definition of a Consumer.
9. TERMINATION
   1. User Termination: Users may terminate their account at any time by submitting a request to the Platform.
   2. Platform Termination: the Platform reserves the right to terminate or suspend accounts for breach of these Terms or due to reasonable suspicion that your use of the Services is contrary to our compliance policies or applicable law.
10. AMENDMENTS TO TERMS
    1. Changes: we may update these Terms at any time. Users will be notified of significant changes through email or Platform notifications.
    2. User Agreement: continued use of the Platform after changes are published constitutes acceptance of the updated Terms.
11. REGULATORY INFORMATION
    1. Universe Technologies Limited is registered in Bulgaria with the Financial Services Commission (FSC) – reference number 208014445 – as a Virtual Asset Service Provider for the provision of crypto exchange and crypto custodial services on behalf of customers

DATA PROTECTION

(3.34) You authorise Universe to collect, use, store or otherwise process any personal information provided by you or from the searches referred to at Clause 3.32 above (‘Personal Information’) to enable Universe and/or members of Universe’s group and/ or the organisation which introduced or referred you to Universe to provide and/ or improve its services. This may mean passing Personal Information to individuals or organisations which may be located in countries outside the UK. Where your Personal Information is transferred outside the UK, Universe will take steps to ensure that it is appropriately protected.

(3.35) Universe may also use the Personal Information to provide you with news and other information on Universe’s services and activities which may be useful to you, subject to your consent. If you would prefer your Personal Information not to be used for such purposes, you should contact Universe at the above address.

(3.36) Universe may pass on Personal Information to any organisations which Universe considers may be of assistance to you (which may be located outside the UK) so that they may contact you with details of products and services which may interest you, subject to your consent. You have indicated in the Account Opening Form, or subsequently, whether you consent to receiving information from such organisations (including by e-mail or other electronic means) and where you consent to receiving information from organisations outside the UK.

(3.37) Other than as stated in these Terms or in Universe’s Privacy Policy (which is available on Universe’s website), Universe will not disclose your Personal Information unless required by law.

(3.38) If you wish to obtain a copy of your Personal Information, you should contact Universe in writing in accordance with Clause 3.1 to 3.5.

USE OF THE ONLINE SYSTEM (WHERE APPLICABLE)

(3.39) You may be required to complete a user set-up form providing details of any Authorised Person who may use any Online System which Universe may make available to you. You will be required to confirm your agreement to any system restrictions and limits prior to you being granted access to access to the Online System which shall form part of these Terms.

(3.40) You agree to be solely responsible for the protection of all passwords and you should notify Universe immediately of any actual or suspected compromise of any password.

(3.41) If there are any interruptions in the Online System which result in you being unable to use the Online System you should telephone FX Orders and Payment Instructions to Universe.

APPLICABLE LAW

(3.42) This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.

(3.43) These Terms & Conditions shall be applicable in English language only. Any translations are solely provided for guidance. Only the English equivalent shall be enforceable.