Terms of Service

Preamble

These Terms of Service (this “Agreement”) govern your access to and use of the website, API, Merchant Dashboard and related payment services (the “Services”) offered by Zuba Technologies Ltd. (“Zuba”, “we”, “us”, or “our”). Capitalised terms used in this Agreement have the meanings given to them in Section 1.

Zuba Technologies Ltd. is incorporated in British Columbia, Canada (Company No. BC1468498) and is registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under registration number C100000436.

Zuba operates cross-border payment infrastructure, enabling enterprise clients to execute cross-border payouts, foreign exchange conversions and settlement services across supported Corridors. The Services are available exclusively to corporate, institutional and regulated entities.

If you have entered into an MSA or Order Form with Zuba, the terms of that agreement govern the detailed commercial, operational and service-level aspects of your relationship with us. In the event of any conflict between this Agreement and your MSA or Order Form, the MSA or Order Form prevails to the extent of the inconsistency.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“Account” means the account created upon your registration with Zuba, including access to the API and the Merchant Dashboard.

“AML Regulations” means all applicable anti-money laundering and counter-terrorist financing laws, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Proceeds of Crime Act 2002 (UK), and equivalent legislation in relevant jurisdictions.

“API” means the application programming interface provided by Zuba.

“API Credentials” means authentication credentials issued by Zuba.

“Compliance Screening” means pre-Transaction screening including Sanctions, PEP and HIO checks.

“Corridor” means a supported payment route between source and destination currencies and countries.

“End Customer” means the ultimate beneficiary or originator of funds.

“Exchange Rate” means the FX rate applied to a Transaction.

“Fees” means all charges payable under your MSA or Order Form.

“Force Majeure Event” means any event beyond reasonable control, including war, terrorism, civil unrest, pandemics, strikes, power failures, or infrastructure failures.

“HIO” means head of an international organisation.

“Merchant Dashboard” means the web portal provided by Zuba.

“MSA” means Merchant Service Agreement.

“Order Form” means commercial schedule or pricing agreement.

“Payment Order” means an instruction to execute a Transaction.

“PEP” means politically exposed person.

“Prefunded Balance” means funds deposited in advance for Transactions.

“Prohibited Jurisdiction” means jurisdictions subject to Sanctions or designated by Zuba.

“Sanctions” means economic or financial sanctions administered by Canada, UK, US, EU or UN.

“Services” means all services provided by Zuba.

“Transaction” means payment or FX transaction conducted via the Services.

“Transaction Monitoring” means post-Transaction suspicious activity monitoring.

1.2 Interpretation

Headings do not affect interpretation.
Singular includes plural and vice versa.
References to legislation include amendments.
“Including” and “such as” are illustrative.

2. Agreement and Account

2.1 Acceptance

By using the Services, you agree to this Agreement.

2.2 Eligibility

You must:

Provide required compliance documentation
Not be in a Prohibited Jurisdiction
Not act for a sanctioned party
Be authorised to bind your entity

2.3 Amendment

We may amend these Terms. Material changes will be notified 30 days in advance unless required immediately by law or compliance reasons.

2.4 Assignment

We may assign this Agreement. You may not assign without written consent.

3. The Services

3.1 Scope

Services are provided subject to this Agreement and your MSA or Order Form.

3.2 Access

Access is provided through:

The API
The Merchant Dashboard

3.3 Corridors

Supported Corridors may change at any time.

3.4 Role of Zuba

Zuba is a settlement infrastructure provider and is not party to your transactions with End Customers.

3.5 Settlement

We may use correspondent banking, digital asset settlement, mobile money, or other infrastructure.

4. Transactions

4.1 Submitting a Payment Order

You must provide:

Originator and beneficiary details
Payment channel details
Amount and currencies
Purpose of payment (where required)
Unique reference
Any required compliance data

4.2 Approval

Transactions are subject to approval and Compliance Screening. We may reject any Transaction without explanation.

5. Compliance Screening and Monitoring

5.1 Pre-Transaction Screening

All Payment Orders are screened against Sanctions, PEP, HIO and watchlists.

5.2 Flagged Transactions

We may:

Request further documentation
Approve after review
Reject
Block and report to authorities

5.3 Ongoing Monitoring

Suspicious activity may result in suspension or termination.

5.4 Compliance Liability

We are not liable for compliance-related delays or actions.

6. Exchange Rates

Exchange Rates are shown via API and subject to market fluctuation.

Refund conversions may use different Exchange Rates.

7. Funding, Settlement and Fees

7.1 Prefunding

You must maintain sufficient Prefunded Balance.

7.2 Settlement

Commercial terms are defined in your MSA or Order Form.

7.3 Taxes

Fees exclude taxes. You are responsible for tax compliance.

7.4 Set-Off

We may set off amounts owed against balances held.

8. Restricted Uses and Prohibited Jurisdictions

8.1 Prohibited Activities

You must not use the Services to:

Facilitate illegal activity
Process fraudulent funds
Evade AML or reporting requirements
Facilitate money mule activity
Support pyramid or Ponzi schemes
Trade illegal goods
Circumvent FX controls
Create liability for Zuba

8.2 Prohibited Jurisdictions

You must not transact with:

Afghanistan, Belarus, Burkina Faso, Crimea Region, Cuba, Haiti, Iran, Iraq, Libya, Myanmar, Nicaragua, North Korea, Russia, Somalia, South Sudan, Syria, Venezuela, Yemen, or any jurisdiction subject to applicable Sanctions.

8.3 Additional Restrictions

Additional restrictions may be set out in your MSA.

9. Risks

9.1 Payment Details

You are responsible for accuracy of payment information.

9.2 Regulatory Changes

Regulatory changes may impact Services availability.

9.3 Third-Party Dependencies

We are not liable for third-party failures.

9.4 Force Majeure

Neither party is liable for Force Majeure delays.

10. Your Responsibilities

10.1 Compliance

You must comply with all laws and hold required licences.

You must report suspected fraud.

You must not engage in bribery.

10.2 Security

You are responsible for safeguarding API Credentials.

10.3 Technical

30 days’ notice required for major technical changes.

10.4 Regulatory

You are responsible for compliance with corridor-specific regulations.

11. Suspension and Termination

11.1 Suspension

We may suspend immediately for:

Legal requirements
Suspected fraud
Breach of Agreement
Risk exposure
False information
Non-payment

11.2 Termination for Convenience

Either party may terminate with 30 days’ notice.

11.3 Remedial Measures

We may impose enhanced due diligence or limits.

11.4 Effect

You remain liable for obligations incurred prior to termination.

11.5 Confidential Risk Criteria

We may rely on confidential risk criteria.

12. Support

We aim to maintain availability but do not guarantee uninterrupted service.

Support: support@zuba.com

13. Liability and Exclusions

13.1 Disclaimer

SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES.

13.2 Consequential Loss

WE ARE NOT LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES.

13.3 Liability Cap

Liability is capped at Fees paid in the preceding six (6) months unless otherwise stated in your MSA.

13.4 Specific Exclusions

No liability for:

Third-party failures
Incorrect payment details
Regulatory actions
Force Majeure
Your breach

13.5 Unexcludable Liability

Nothing excludes liability for death, personal injury, fraud or non-excludable liability.

13.6 Indemnification

You indemnify Zuba for claims arising from your use of Services or breach.

14. Data Protection

14.1 Privacy Policy

Processing is governed by our Privacy Policy.

14.2 Roles

You are controller of End Customer data.
Zuba acts as processor and sometimes independent controller.

14.3 Record Retention

Transaction records retained minimum 10 years.
CDD retained minimum 5 years.

14.4 Breach Notification

We notify you within 72 hours of personal data breaches.

14.5 Further Detail

Detailed data protection terms are in your MSA.

15. Confidentiality and Intellectual Property

15.1 Branding

You may not use Zuba branding without written consent.

15.2 Confidentiality

Confidential information must be protected during term and 5 years after.

15.3 Intellectual Property

All IP remains property of Zuba.

15.4 Feedback

Feedback may be used without restriction.

16. General

16.1 Entire Agreement

This Agreement, MSA, Order Forms and Privacy Policy constitute the entire agreement.

16.2 Severability

Invalid provisions do not affect the remainder.

16.3 Third-Party Rights

No third-party rights under Contracts (Rights of Third Parties) Act 1999.

16.4 Source of Funds

Funds must not be proceeds of crime.

16.5 AML and CFT Obligations

You must comply with all AML/CFT laws.

16.6 Notices

Notices must be in writing.
Email: compliance@zuba.com

16.7 Survival

Sections relating to liability, compliance, IP, confidentiality and general provisions survive termination.

16.8 Governing Law

This Agreement is governed by the laws of England and Wales.
Disputes are subject to exclusive jurisdiction of the courts of England and Wales.