Definitions: In this Agreement, the capitalized terms listed below shall have the meaning as ascribed herein.

“Affiliate” means, concerning a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Authorised Representative” means directors, employees, auditors, lawyers, representatives, or agents of the Receiving Party to whom, Confidential Information may be disclosed by “Clever Money” at the time of any “Claims”.

“Auto Conversion Order” has the meaning ____

“BaaS”” means the Banking as a Service (BaaS) agreement granting the services as offered by Clever Money through an EU-licensed third-party payment platform as Electronic Money Institution (EMI) owned and managed by the “Marchant”.

“Master Services Agreement” means the General Terms allow Clever Money to offer a branded “Marchant”.

“Applicable Laws” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision, or other similar mandate of any applicable central, national, state, or local Governmental/Regulatory Authority having competent jurisdiction and force of law over, or application to the Party or subject matter in question, as may be amended from time to time. Applicable Laws shall without limitation include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector Regulators’ including but not limited to the National Bank of Belgium Applicable Laws also include rules, regulations, roles, responsibilities, and processes. Money Laundering Regulations 2007 – These regulations set out detailed requirements for organizations and individuals engaged in regulated activities. Terrorism Act 2000 – This defines the primary offenses related to terrorist funding and requires regulated businesses to report knowledge or suspicion of offenses. The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (referred to in this guidance as “the Regulations”) – make important amendments to the Proceeds of Crime Act, the Terrorism Act, and the Anti-terrorism Crime and Security Act. It extends the powers of law enforcement to seek further information, recover the proceeds of crime, and combat the financing of terrorism. Terrorist Asset-Freezing etc. Act 2010 – The Terrorist Asset-Freezing etc. Act 2010 gives HM Treasury power to freeze the assets of individuals and groups reasonably believed to be involved in terrorism, whether in the UK or abroad, and to deprive them of access to financial resources. Anti-terrorism, Crime and Security Act 2001 – is to ensure the security of dangerous substances that may be targeted or used by terrorists and allows for freezing orders to be made against national security threats and the civil asset seizure regime for terrorism. Counter-terrorism Act 2008, Schedule 7 – gives powers to HM Treasury to issue directions to firms in the financial sector about customer due diligence, ongoing monitoring, systematic reporting,

“Applicable Policies”  means “Merchant” AML/ CTF Policy & Procedure Manual – Risk Management and Anti-Bribery Policy. 

“Claims” means any claim asserted against the “Merchant” or “Clever Money”, that is paid or payable to a third party under an order of a court of law, judicial and quasi-judicial authorities.

“Clever Money” means the service provided on the website https://whalex.io as owned by Clever Payments Limited and “Affiliate”, authorized by “white-labeling” and “BaaS” Agreements, with “Marchant”.

“Direct Debit” means a regular payment from your user account as provided by the Marchant which then has been authorized to be made to the user person’s account holder. Unless we agree otherwise with you in writing, our charges for providing account services and other services to you and our fees related to certain services set out in “Fees and Pricing” and as exposed on the “website”.

“User” means the Merchant’s customer who will be making payments using clever money, for services availed of by the customer as an end user.

“Fees and Pricing” means the fees we charge concerning your Plan selected on the “website” and as described in the section Fees and Pricing (link to page). These Fees as also described in the Pricing Section page, and are defined to provide you the services according to your plan and need complaint with agreement with the Marchant and collected directly from Marchant. This fee may be amended by Clever Money at any time in its sole discretion, with or without notice. Any reference to this agreement includes the Fees and Pricing (link to page).

“Force Majeure Event” means an event that is beyond the reasonable control of an affected party including without limitation fire, flood, drought, earthquake, another natural disaster, explosion, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, any market disruption, any law or any action taken by a government or public authority, any labor or trade dispute, strike or industrial action, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement, utility service, or other equipment or system;

“Marchant” Codego Group Companies: Codego SRL – Via Monte Napoleone 8, 20100 Milan Italy, VAT IT06985680823 and CodegoPay Business accounts, regulated by the National Bank of Belgium as an Electronic Money Institution (EMI) with a European passport. Codego Codego SRL and Codego Bulgaria LTD as authorized to distribute cards and operate as an approved Program Manager and registered service provider. Codego partner financial institutions under the certified “Codego” technology  authorized to transfers of funds are process. All codego partners are e-money institutions and/or banks that authorize the distribution of services using codego technology. Codego Bulgaria LTD Licensed and Regulated from Ministry of Finance for Financial Services, payment services provider, Virtual Asset management and exchange services with license BB139 and is authorized to distribute Virtual asset management and fiat services wallet custody.

“Terms” means these terms.

“Transfer” means any payment from a person who is not the user account holder the details of which the user inputs on the user portal to change or send money.

“Unique Identifiers” has the meaning set out in ___

“User”, “you” or “your” means either the Business, Small Business, or the Consumer Client that has agreed to these Terms to use Clever Money;

“User Profile” means the account belonging to you as a Personal or Business Account.

“User Bank Transfer” means a transfer from a User Account, performed by our “Marchant” payment service provider, to one of the other bank accounts.

“White labels” means contractual relation between the  “Marchant” as an Electronic Money Institution (EMI) that provides a payment platform to other companies including Clever Money, which allows Clever Money to customize the branding, including logos, colour schemes, and partial user interfaces, according to the terms of the “master agreement” with the “Marchant”.

Website: means our general website, the web address of which is https://whalex.io

“Marchant Payments Services” means the cloud-based software solution as an Electronic Money Institution (EMI) for Personal and Business accounts branded by Clever Money, but provided, managed, and owned by Marchant.

“Marchant credit card” (if selected, if applicable and if granted to the User) means is the credit card branded by Clever Money but provided, managed, and owned by Marchant that offers the ability to process payments from credit and the ability to deposit or withdraw cash using a mobile device (if applicable).

“Merchant Solution” means Marchant payments Services Marchant credit card as the end-to-end services (involving a cloud-based platform bank account (Device as POS if selected), branded by clever money but under the Marchant control for business and individual payment processing, compliance AML-KYC and customer support) provided by Merchant under the brand “clever money” and make available for the user.

“Marchant general Services” means any additional features enabled in the cloud platform and provided by Marchant to support value-added services such as deliveries, or other services supplied including but not limited to: User Interface for User Personal and Business application and profiling (safe storage and verification) – Compliance and AML – Mobile Application – User support services – Crypto wallet user management and conversion and related services – any other services as per “Master Agreement” and “BaaS” Agreement.

“Electronic Money Exchange” means using Electronic Money in one currency purchased in another currency using our Exchange Rates.

“Device” means the point of sale (PoS) or mobile point of sale (PoS),

“Effective Date” means the date from which the Merchant starts using the Services to the Merchant.

2.1 The user by applying for or availing of services, expressly agrees and unknowledge that at its sole risk to access the Clever Money “website”.

2.2 The user by applying for or availing services expressly agrees and is unknowledge that we are only licensed by a “white-label” company and “BaaS” Agreement from the “Marchant”.

2.3 The user unknowledge that all and any services as advertised by Clever Money are provided exclusively by the “Merchant” for “Marchant Payments Services”  “Marchant credit card”  “Merchant Solution” and “Marchant General Services”.

2.4 For the services as offered by Clever Money, the User acknowledges that Clever Money is not your service provider.

2.5 Clever Money is not your provider nor a regulated financial company or your bank and/or an entity eligible to have any agreement with a custodian bank, the sole entities regulated are the ones related to the “Marchant”.

2.6 The website Clever Money is provided “as is” and “as available” in conformity to the Merchant Solution” offered by the “Marchant”.

2.7 The User shall apply in the prescribed form for the use of services as agreed with “Marchant”.

2.8 By applying for or availing of the services the User acknowledges and accepts all the Terms of Clever Money’s “Marchant” including any future changes and amendments.

2.9 Clever Money’s “Marchant” shall be entitled at its sole discretion to accept or reject such applications in application to “Marchants’ “Applicable Laws” and  “Applicable policies” as may be submitted by the Users and for any action or remedies in case of  “VIOLATION OF THE TERMS AND RESTRICTIONS”

2.10 Clever Money expressly disclaims all warranties of any kind, whether express or implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, accuracy, and completeness, and any warranties relating to any non-infringement including misrepresentation considering that all the information as advertised are reflecting the service of the “Marchant” as disclosed and offered to Clever Money, at the time of the website publishing.

2.11 Clever money does not warrant that our services or the plan you select will meet your requirements as an individual or business,  or that the operation will be uninterrupted or error-free, and does not guarantee the availability or operability of the wireless networks of any Device.

2.12 Clever Money does not warrant that access to the Website and/or “Marchant” platform shall be uninterrupted, timely, secure, or error-free nor does it make any warranty as to the results that may be obtained from the Website or use, accuracy, or reliability. Clever Money does not guarantee to the User or any other third party that the Internet will be virus-free. Clever Money will not be liable for any virus that may enter the User’s system as a result of the User using Internet services.

3.1 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these “Terms and Conditions” to stay informed of updates. Your continued use of the Site represents that you have accepted such changes. We may update or change the Site from time to time to reflect changes to our products and services, our users’ needs, and/or our Marchant priorities.

3.2 Additional policies that also apply to your use of the Site include but are not limited to our

3.4 Our Cookie policy/, which sets out information about the cookies on the Site.

4.1 ​If you are a User and Client and are under 18 you won’t be able to apply for Clever Money.
4.2 In accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer), we are obliged to conduct customer due diligence on any new Individual or Business Clients, Small Business Clients, and Consumer Clients. For Business User any such process may include any individual who owns or controls (in each case whether directly or indirectly) shares or voting rights of more than 25% or who exercises ultimate control over the management of a corporate entity or otherwise controls the entity.

4.3 We may conduct enhanced due diligence on you where appropriate including your directors, shareholders, trustees, and ultimate beneficial owner, and reserve the right to make reasonable requests for further information if there is reasonable cause to do so.

4.4 All Clever Money Users, agree to cooperate with all requests made by any of our third-party service providers on our behalf in connection with your Clever Money, to identify or authenticate your identity or validate your funding sources or Transactions. For Business User and, this will also include verifying the identity of any of your directors, shareholders, trustees, partners and/or ultimate beneficial owners. Clever Money Portal Users may be required to provide supplemental Information to us that will allow us to reasonably identify them, including verification of their information against third-party databases or through other sources.

Although we are not your platform provider your, any transactions are processed by electronic methods and anyone who obtains your access credentials to your User Portal could use it to enter into it and process illegal or unauthorized transactions without your permission.

We advise our users to ensure that they take all and any reasonable steps as good practice to prevent illegal or unauthorized access as a) keep your login details safe and secure, and keep your access to your  Portal safe and secure. For the avoidance of doubt, we strongly advise: b) logging out from the user portal every time you are not using it; c) keeping the Mobile you use to gain access to the user Portal safe and secure and locked with a secure password or another security mechanism; not writing down or telling anyone your login details; d) changing your password regularly; e) if you receive any SMSs or emails, questionnaires, surveys, or other links that require you to provide your login details, to not providing your information and contact our customer services as soon as possible f) ensuring that the e-mail account(s) you use to communicate with us are secure and only accessed by you; if at any time you think that your login details have been lost, stolen or any other person knows your login details or anyone has access to your e-mail account or Mobile you use to communicate with us, inform customer services immediately.

6.1 Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organizational measures: as set out in the Data Protection Legislation of the 
“Marchant” under the EU regulations.

6.2 You shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by you shall, if not remedied within 30 days of written notice from us, give grounds to us to terminate these terms with immediate effect.

6.1 Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organizational measures: as set out in the Data Protection Legislation of the 
“Marchant” under the EU regulations.

6.2 You shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by you shall, if not remedied within 30 days of written notice from us, give grounds to us to terminate these terms with immediate effect.

8.1 The fees we charge for the Clever Money Services are set out in the “Fees and Pricing”
8.2 We will provide any changes to the Fees and Pricing Section following these Terms. Clever Money can at any time at its sole discretion, change the Fees with or without notice.
8.3 It is your responsibility to stay informed and review these changes once we have provided you with notice of a change to our fees.
8.4 The fees we charge for any other transactional fees are clearly shown on the Portal before you complete an action and are accepted by you or a User. We will revert to your invoice automatically for your records.

8.5 The monthly management fees that you need to pay shall be paid in advance, from the 15th of the preceding calendar month to the 15th of the relevant month. These fees will be applicable for the time during which you maintain your Clever Money Account with us.

8.6 We shall deduct the fees that you owe from your Clever Money Account in a currency selected automatically.

8.7 If the balance in the selected currency in your Clever Money Electronic Money Account is insufficient to meet the fees that you owe us, we shall deduct the equivalent fees from one or more different currency balance(s) using our Exchange Rates. We reserve the right to suspend your access to your Clever Money Services if we are not paid any money.

We take all complaints seriously. Any complaints about us or the services we provide should be addressed to info@whalex.io You should indicate that you wish to make a complaint to us. This helps us to distinguish a complaint from a mere query. 

10.1 In consideration that Clever Money is NOT the service provider and does not have any control over the “Marchant” or services the User agrees at its own expense: to indemnify, defend, and hold harmless Clever Money, its directors, employees, representatives, agents, and its Affiliates against any loss, damage, expense, cost, including, but not limited to, reasonable attorneys’ fees and costs awarded suffered by them; or any claim, suit, action or other proceeding brought against them by the User or a third party, to the extent that such loss, damage, expense, cost, claim, suit, the action of other proceeding is based on or arises as a result of or in connection with a) Execution of the User’s instructions from the Marchant. b)  Any violation of the Terms of the Merchant by the User c) Any unauthorized use of any of the merchant services

10.2 The User will pay Clever Money and/or the Affiliates such amount as may be determined by Clever Money and/or the Affiliates to be sufficient to indemnify them against any such loss or expense even though they may not have arisen directly or are contingent in nature.

10.3 The User hereby agrees that under no circumstance shall, Clever Money’s aggregate liability for claims relating to the services, whether for breach or tort (including but not limited to negligence) exceed the transaction charges/fees or consideration paid by the User within the previous twelve (12) months for Internet Banking, excluding any amount paid towards transactions.

10.4 The User agrees at its own expense to indemnify, defend, and hold harmless Clever Money from taxes applied to the payments you make or receive. The User is the sole responsible for determining what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Transactions, or for collecting, reporting, or remitting any taxes arising. You hereby agree to comply with any applicable tax laws in connection with your use.

11.1 The” Website” and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights include rights such as copyright, trademarks, domain names, design rights, database rights, patents, and all other intellectual property rights of any kind whether they are registered or unregistered (anywhere in the world).

11.2 Clever Money’s intellectual property includes “Clever Money” and all logos related. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade addresses. You may not copy, imitate, or use them without our prior written consent. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and are free to use them as we see fit.
11.3 You agree not to adjust or try to circumvent or delete any notices contained on the Clever Money Portal (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Portal.

12.1 The Marchant and Clever Money have the right to change any of its third-party including custodian banks, with or without notice.
12.2 Clever Money reserves the right but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent, or otherwise in violation of these Terms.
12.3 Governing Law and Jurisdiction These Terms of Use shall be governed by the law of the Hong Kong (PRC) Special Administrative Region any claim or dispute under these Terms shall be subject to the exclusive jurisdiction of the Hong Kong Court. 
12.4 Assignment: You may NOT transfer assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest. The Electronic Money in your Clever Money User Account belongs to the person or legal entity that is registered as the Account holder. We and the Marchant both recognize only the rights of the holder of the Money and you cannot assign or transfer legal ownership to anyone.