Master service agreement
Effective from 10 May, 2023.
These Master Terms, including the Schedules, and the relevant Region Specific Terms, govern the use of the Statrys Services provided by Statrys to you and constitute the legal relationship between you and us.
Capitalised terms in these Master Terms are defined in the Schedule 6 - “Definitions”, which is located at the end of these Master Terms.
IMPORTANT: Please carefully read the following Master Terms and the relevant Region Specific Terms. By creating a Statrys Account or using any of the Statrys Services or by clicking the “Accept” (or similar button) with respect to the use of the Statrys Services, you are agreeing to be bound by these Master Terms and the relevant Region Specific Terms.
1. Who is Statrys, our Regulatory Information and how to Contact Us?
1.1. About Statrys. The Statrys Services are offered to you by the Statrys entity relevant to your location as set out in Schedule 1 (defined as the “Statrys Relevant Entity”).
1.2. We are not a bank. Using Statrys Services is not the same as depositing funds and making transfers to and from a bank account. There are other safeguarding procedures applicable to your Statrys Account under the Region Specific Terms (if applicable). Funds held for you will not earn any interest.
1.3. Get in touch. You can contact our customer solutions team through the following channels:
1.3.1. via email at email@example.com; and
1.3.2. write to us at the address of your Statrys Relevant Entity as set out in Schedule 1.
2. Scope of these Master Terms
2.2. Our Acceptance of You as a Customer. Our obligations under these Master Terms are conditional upon our acceptance of you as a customer, which is at our sole discretion, unless otherwise required by Applicable Laws. We reserve the right to decline to provide the Statrys Services or open a Statrys Account for you without specifying a reason. For the avoidance of doubt, no Statrys Services shall commence until (i) we have completed our compliance checks and (ii) you and your Users (if applicable) have agreed to be bound by these Terms.
2.3. Amendments. We may, in our sole discretion, amend, revise or update these Master Terms and any additional or supplementary terms that may apply. We will post the amended Master Terms in the relevant section of the Website and provide you with notice of any material changes via email or the Statrys Dashboard. The changes will come into effect immediately unless otherwise in the notice of change. Any such change will not affect any Payment that was initiated prior to the effective date of such change. If you continue to use the Statrys Services after any changes to the Master Terms, this shall constitute your consent to the changes.
2.4. Changes to Statrys Services. We reserve the right to change, suspend or discontinue any aspect of the Statrys Services at any time, including hours of operation or availability of the Statrys Services or any Statrys Services feature, without notice and, save where otherwise specifically provided in these Master Terms, without liability. We may do this permanently or temporarily (for example, for maintenance).
2.5. Access to Terms. You can access and view these Terms at any time via the Website.
3. The Statrys Services
3.1. Services structure. The Statrys Services comprise of Basic Services and Advanced Services.
3.2. Basic Services. The Basic Services will be available for you to use after you have set up your Statrys Account and are accepted as a customer. The Basic Services available to you are:
Where Statrys collects Supported Currencies from third parties for you
Where you can Exchange funds between Supported Currencies
Where you can send Payments to your payees
Where you can access and manage your Statrys Services
Other Basic Services made available by Statrys to you from time to time
3.3. Advanced Services. The Advanced Services are only available to selected customers and/or selected jurisdictions, which we choose at our sole discretion (for example, payment cards are Advanced Services). If you are eligible to receive any or all of the Advanced Services, you will be required to accept additional or supplemental terms. Any additional or supplemental terms will form part of these Master Terms.
3.4. Independent. We act as an independent service provider to you under these Master Terms. We are not your trustee or the agent or trustee of any sender that you receive payments from or any payee that you make Payments to via the Statrys Services. We assume no liability to or in respect of any products, services or any other part of your business and are in no way liable for the goods or services which you have sold or purchased, as applicable, including without limitation any defect, disruption, failure or unavailability of or relating to such goods and services. You shall address all queries and resolve any disputes regarding such sale and/or purchase of goods and services with the relevant buyer or supplier. You authorise us to execute the Payments as instructed by you in accordance with these Master Terms.
3.5. Rights. No other person or entity, other than you, has any rights in relation to the funds collected on your behalf. We strictly prohibit using the Statrys Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity. The Statrys Services are intended to enable Payments for business-related activities. You may only use the Statrys Services for the purposes outlined in these Master Terms. We retain the right to suspend any and all Payments initiated for personal reasons.
3.6. Eligibility. To be eligible to use the Statrys Services you must pass our regulatory due diligence checks, not be in breach of these Master Terms, and not have had any previous Statrys Account closed by us.
3.7. Region Specific Terms. In addition to these Master Terms, your use of the Statrys Services is also subject to region specific requirements with reference to your jurisdiction of establishment. Please refer to Schedule 1 of these Master Terms for details. You will need to agree to the relevant Region Specific Terms before becoming eligible to use any Statrys Services. The Region Specific Terms will prevail over these Master Terms. Please read these Master Terms and the relevant Region Specific Terms carefully.
4. Your Statrys Account and Statrys Dashboard
4.1. Registration. You can sign up to your Statrys Account via our Website. You may be required to provide supplementary information and documents for us to approve your Statrys Account so you may have access to the Statrys Services.
4.2. User. You shall designate at last one (1) User as having the authority to use the Statrys Dashboard. A User shall have the authority to give instructions and perform certain acts on your behalf via the Statrys Dashboard, as you specify in the User’s permissions. You are bound by the actions of your User and must ensure they comply with these Master Terms. You are required to keep all records on your User current. We reserve the right to refuse an User access to the Statrys Dashboard, if we consider their information incomplete or not in compliance with our verification procedures or Applicable Laws.
4.3. Use of Statrys Dashboard. The Statrys Dashboard is our portal where you and your User can (subject to the permissions they hold) access and manage the Statrys Services, including signing up to any new Statrys Services as and when available.
4.4. Statements. Where applicable, you will be able to download a summary statement of your Statrys Services from the Statrys Dashboard, including the statements of your Virtual Business Account.
4.5. Inactive Statrys Account. If you do not actively use the Statrys Services we may consider you to be inactive. Inactivity means that you (a) have not logged on the Statrys Dashboard for three (3) months or (b) had no Payments on your Virtual Business Account for three (3) months. Once you have been deemed inactive we reserve the right to close your Statrys Account and terminate these Master Terms in our sole discretion. We will make reasonable efforts to notify you before we close your Statrys Account and terminate these Master Terms.
5. Identity Checks and Information Requests
5.1. Accurate and up to date information. You must ensure the information on your Statrys Dashboard, including relating to User(s), is always accurate and up to date. If we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. You must provide the requested information as soon as possible and no longer than ten (10) Business Days of any request.
5.2. Information requests. You must cooperate with our information requests (or those of our third-party service providers) so that we can enable your use of the Statrys Services. This may notably include asking you for information to help us (i) identify you, any of your directors, shareholders, partners, ultimate beneficial owners and/or Users, or (ii) assess the consistency of your Payment(s) with the Master Terms.
5.3. Verification. We may verify any information we receive about you and your User ourselves or through third-party sources. You consent to and will ensure that all of your directors, shareholders, partners, ultimate beneficial owners and User (as appropriate) will consent to and authorise us or our third-party service providers to carry out such verification. You and your User consent to us sending your information to any third-party supplier to carry out the verification.
5.4. Access to the Statrys Services. We reserve the right to suspend, limit or close the access to your Statrys Dashboard and/or your access to the Statrys Services while we verify the information requested from you, or if we are unable to obtain or verify this information to our satisfaction. We shall not be liable for any Losses arising out of your inability to use the Statrys Services in accordance with this Clause 5.
6. Security and System Compatibility
6.1. Keep details secure. You and your User must:
6.1.1. keep your usernames, passwords and other login credentials safe;
6.1.2. take reasonable steps to ensure your access to the Statrys Services is safe (for example, by using a secure internet connection and making sure you log off the Statrys Dashboard when you leave your device);
6.1.3. comply with our reasonable instructions in relation to your use of the Statrys Services;
6.1.4. not do anything during or after the duration of these Master Terms which may result in the security of the Statrys Services being compromised; and
6.1.5. inform us immediately if you suspect your Statrys Account details have been compromised.
6.2. Report unauthorised use. If you or your User notice misuse, theft or unauthorized use of your username, password or other credentials or any other activity that makes you suspicious, you must contact our customer support team immediately. If you suspect identity theft or theft of money, we suggest that you contact your local police as well.
6.3. You must ensure that you have compatible hardware and software to use the Statrys Services, in order to access the Statrys Dashboard and installing all software updates.
6.4. In the event of suspected or actual fraud or security threats, we will contact you at your registered email address, via your registered phone number or via the Statrys Dashboard.
6.5. Financial Crime Prevention. We are committed to act in accordance with any Applicable Laws and requests of statutory and regulatory authorities operating in various jurisdictions. These relate to, among other things, to the prevention of money laundering, terrorist financing, bribery, corruption, actual or attempted tax evasion, fraud and the provision of financial or other services which may be subject to sanctions. We may at our sole discretion take any action we consider appropriate to comply with all such Applicable Laws and requests.
7.1. Fee payment. You must pay us all applicable Fees before the due date. Taxes imposed on the Fees, if any, are your responsibility and will be paid by you.
7.2. Payment default. We reserve the right to suspend your access to the Statrys Services if Fees due and payable to us are not paid in full by the due date.
8. Restrictions on the use of the Statrys Services
8.1. Restricted Statrys Services. You must not use the Statrys Services for any Restricted Services, which are listed in Schedule 5.
8.2. Compliance with Laws. You must only use the Statrys Services in compliance with all Applicable Laws.
8.3. Prohibited Countries. We do not accept any Payment in relation to any Prohibited Countries.
8.4. Right to refuse. As may be necessary or appropriate to satisfy certain regulatory requirements, identity checks, information verifications or business requirements, as determined by us, we may refuse to complete any Payment or any other action in relation to the Statrys Services and/or we may place temporary or permanent restrictions on your use of all or any part of the Statrys Services. To the extent permitted by Applicable Laws, we will inform you of such refusal at the earliest opportunity. We may charge for such refusal where this is reasonably justified.
8.5. Breach of Terms. If we believe that you may have breached these Master Terms, we may take action to protect ourselves and any other third-parties, including:
8.5.1. closing, suspending, or limiting your access to any or all of the Statrys Services;
8.5.2. informing any court or any governmental, banking or other regulatory authority or similar body, or any other parties impacted by your actions; and/or
8.5.3. fully or partially reversing any Payment.
8.6. Notice of action. Where possible, we will tell you about any actions we take under Clause 8.5 (Breach of Terms), using the methods set out in Clause 13 (Notice and Communications), but only if we are able to do so under Applicable Laws.
9.1. We shall impose at our sole discretion Limits in relation to the Statrys Services. The details of your Limits shall be set out on the Statrys Dashboard from time to time.
9.2. You and your User can view these Limits by logging onto the Statrys Dashboard. Statrys may, from time to time, remove or change such limits.
10. Our Right to set-off
10.1. Set-off amounts owed to us. Upon any event which entitles us to be compensated by you, we shall be entitled to recover any sum due to us by retaining part or all of any sum in your Virtual Business Account. You shall have no similar right of set-off. For the avoidance of doubt, this includes if the balance of any Supported Currency in your Virtual Business Account shows that you owe us an amount of funds for any reason or has a negative balance or any sums you have borrowed from us, Statrys may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive as part of the Collection Services and Payment Services and by deducting funds from any withdrawals you attempt to make.
10.2. If the amount owed to us is in a currency which is different than the currency held in your Virtual Business Account, we shall convert this amount you owe us in the other currency by applying such exchange rate as determined by us at our absolute discretion. We do not need to notify you of this conversion occurring.
11. General Liability
11.1. Your Liability for Losses. You shall be liable to us and on our demand you shall promptly pay us, for all Loss arising from or in connection with:
11.1.1. our acting on your or your User’s instructions or apparent instructions (including, where applicable and without limitation, by email, telephone, electronic message or via the Statrys Dashboard or Statrys App);
11.1.2. anything relating to such instructions made by or on behalf of you or your User; and/or
11.1.3. our exercising our rights under these Terms;
except to the extent that, in each case, the Loss arises due to our negligence, willful default or fraud.
11.2. Our negligence. If Loss is incurred due to our negligence or breach of these Master Terms, we will promptly attempt to correct the error. Subject to Clause 8.5 (Breach of Terms), we may be liable for any direct losses such as bank fees and interest incurred as a result of our negligence or breach of these Master Terms. In no circumstances will we be liable for any indirect, unforeseeable or incidental losses incurred, such as loss of opportunity.
11.3. Unauthorized Payments. In case a Payment not authorized by you is executed due to an error by us, we may at your request refund the Payment amount including all fees deducted, as long as you notify us of the unauthorized Payment without undue delay, and at the latest within sixty (60) days from the date of the unauthorized Payment. This shall not apply if, in our sole discretion, you failed to comply with the provisions of these Master Terms and in particular Clause 6 (Security and System Compatibility). You may be required to provide us with documented evidence relating to the unauthorized Payment.
11.4. Incorrect or misdirected Payments. In case of any incorrect or misdirected Payment that was instructed by you, we shall take reasonable measures to assist you with tracing and, if reasonably possible, recovering such Payment. However, we shall not be liable for any such Payments that cannot be recovered, or any fees or foreign exchange losses incurred in the process of assisting you.
11.5. Compromised login. We shall not be liable for any funds lost, or any unauthorized Payments instructed by you, to the extent the security of the email account used to register for the Statrys Services or the login details for the Statrys Dashboard has been compromised. If we become aware of any suspected unauthorized login we will notify you via email and lock access to your Statrys Account, while we verify the login or as otherwise determined by us as necessary at our sole discretion.
11.6. Disruption or impairment of Statrys Services. We shall not be liable for any suspension, disruption or impairment of the Statrys Services including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of the Statrys Services, or for disruptions or impairments of any third-party providers on which we rely for the performance of our obligations hereunder.
11.7. Compliance with laws. We shall not be liable for any Loss arising from our compliance with any Applicable Laws or requests from statutory or regulatory authorities (including in relation to any financial crime compliance).
11.8. Non-exclusion. Nothing in these Master Terms shall operate to exclude liability for gross negligence, fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or amended by agreement between the parties under Applicable Laws.
11.9. Your liabilities. You agree to defend, reimburse or compensate us and hold us, our other companies in our corporate group and any third parties on which we rely or partner with to deliver the Statrys Services (collectively, the “Indemnified Persons“) harmless from any claim, demand, expenses or costs (including tax, legal fees, fines or penalties) that the Indemnified Persons incur or suffer due to or arising out of your or your agents’ breach of these Master Terms, breach of any Applicable Laws (including any Applicable Laws relating to anti-money laundering and countering the financing of terrorism, anti-bribery and anti-corruption, currency control and tax) and/or use of the Statrys Services. You hereby authorize us to set off any amounts which you owe to the Indemnified Persons pursuant to this Clause from the balance in your Virtual Business Account. This provision shall survive termination of these Master Terms.
11.12. At your own risk. Your use of the Statrys Services is at your own risk and the Statrys Services are provided on an “as is” basis without representation or warranties of any kind. We make no representation or warranty of any kind whatsoever for the Statrys Services or the content, materials, information and functions used on or made accessible by the Statrys Services, or for any breach of security associated with the transmission of sensitive information through the Statrys Services. We do not warrant that the Statrys Services will be uninterrupted or error free.
11.13. Our liability. To the fullest extent permitted by Applicable Laws, under no circumstances will we or our affiliates be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, indirect, incidental, special, consequential, exemplary, or punitive damages, each of which is excluded by agreement of Statrys and you regardless of whether such damages were foreseeable or whether Statrys or any entity has been advised of the possibility of such damages. Notwithstanding anything in these Master Terms to the contrary, Statrys’s cumulative liability, including for claims, expenses, damages or indemnity obligations under or in connection with its obligations under these Master Terms, will not exceed the total fees payable by you to us for Statrys Services in the twelve (12) months preceding the date of the event giving rise to the claim upon which liability is based. In no event shall we, our affiliates, agents, representatives, directors, officers, or employees be liable for any act or omission resulting from circumstances beyond their reasonable control. To the fullest extent permitted by Applicable Laws, you hereby waive any and all rights to bring any claim or action related to your use of the Statrys Services beyond one (1) year from the first occurrence of the act, event, condition or omission on which such claim or action is based.
11.14. Liability with Statrys only. You acknowledge that we provide the Statrys Services using facilities and services provided by third-parties including but not limited to banks, payment service providers and clearing networks, and may also delegate any or all of our rights and responsibilities under these Master Terms to our affiliates, independent contractors or other third-parties (collectively, the “Providers“). No contractual relationships exist between the Providers and yourself and each of the Providers will accordingly have no direct liability to you nor owe any duty of care to you under any circumstances. You will not be a party to any agreement which we may enter into with the Providers from time to time, and accordingly you have no right to enjoy or enforce any benefit under such agreement or to claim against the Providers.
12. Suspending or Ending your Statrys Services
12.1. Termination or suspension by Statrys. We may terminate or suspend your use of the Statrys Services at any time in our sole discretion. Grounds for termination or suspension, including access to funds, include but are not limited to, (a) your violation of these Terms, (b) your provision of any false, incomplete, inaccurate, or misleading information, (c) you are engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we reasonably suspect the same, (d) we reasonably believe that your Statrys Account has been compromised or for other security reasons, (e) if we are required to do so under any Applicable Laws, or at the direction of any regulatory, law enforcement or other competent authority, (f) if you have been deemed inactive, or (g) as otherwise provided in these Master Terms. We shall notify you either prior to the suspension or termination or, if prior notification is not possible under the circumstances, promptly after the suspension or termination, unless we are prohibited by Applicable Laws to notify you.
12.2. Closing your Statrys Account. You may close your Statrys Account at any time by contacting our customer solutions team. Upon receiving your instructions to close your Statrys Account, we reserve the right to carry out any necessary checks relating to money laundering, terrorism financing, fraud or other illegal activity before authorizing any withdrawal of your funds, including in relation to returning any funds to you.
12.3. No termination if under investigation. You may not terminate the Statrys Services to evade an investigation. If you attempt to terminate the Statrys Services while Statrys is conducting an investigation, we may freeze your Statrys Account to protect all parties to the Statrys Services against any liability. You will remain liable for any obligations related to your Statrys Services even after they are terminated.
12.4. Consequences of ending the Statrys Services:
12.4.1. Upon our decision to close your Statrys Account, the following shall apply:
22.214.171.124 All Fees become due and payable, and all Fees paid are non-refundable.
126.96.36.199. Any pending Payments submitted through Statrys Dashboard are cancelled.
12.4.2. If your Virtual Business Account holds a balance, you shall withdraw your funds in full, subject to our right of set-off, within the thirty (30) days following the receipt of our notification to close your Statrys Account. During this 30-day period, your Statrys Account will only be accessible for the purpose of withdrawing the balance of your Virtual Business Account.
188.8.131.52. In relation to any Advanced Services, termination procedures will be as outlined in the relevant supplementary terms.
184.108.40.206. In case you have not withdrawn the funds out of your Virtual Business Account within the period mentioned in Clause 12.4.2. above, we will pay you the balance of your Virtual Business Account by posting a bank check to the address we have for you in our records. For this purpose, if your Virtual Business Account is credited with funds other than United States Dollars, we shall convert these funds into United States Dollars by applying such exchange rate as determined by us at our absolute discretion. We do not need to notify you of this conversion occurring.
12.4.3. Once your Statrys Account is closed (whether by you or us in accordance with these Master Terms) and all funds have been withdrawn or your overall balance is zero, these Master Terms will be deemed to be automatically terminated (save for those provisions which are specifically stated as surviving termination).
13. Notice and Communications
13.1. How we contact you. We will contact you, at our discretion, via the Statrys Dashboard, via phone, by emailing you, by publication on the Website, by electronic message (including SMS, WhatsApp and WeChat) or by any other electronic means available under these Master Terms. It is your responsibility to ensure that your contact information stored on your Statrys Account in the Statrys Dashboard is correct and up to date.
13.2. Deemed received. All Communications in electronic format will be considered received no later than three (3) Business Days after posting or dissemination, whether or not you have received or retrieved the Communication. Any Communication or notice sent by email will be deemed received by you on the same day if it is received in your e-mail inbox or is posted to your Statrys Dashboard before 5 pm Hong Kong time on a Business Day. If it is received after 5 pm Hong Kong time on a Business Day or at any other time, it will be deemed received on the next Business Day. You are required to keep copies of all Communications we send or make available to you.
13.3. Regular logins. It is your responsibility to log onto the Statrys Dashboard regularly and review the Statrys Dashboard, the Website and your email. It is your responsibility to review Communications and the Payments reported in your Virtual Business Account, and to promptly report any questions, apparent errors, or unauthorized Payments. Failure to contact us in a timely manner may result in loss of funds or important rights.
14.2. Consent to notifications. You will receive notifications on your Statrys Dashboard or by email that will inform you about new product features, promotions, etc. By accepting these Master Terms, you agree to receive such notifications on a regular basis. If you do not wish to receive any notifications from us, please contact our customer support team at firstname.lastname@example.org.
14.3. Affiliates and third parties. In order to perform the obligations under these Master Terms and for the purpose of providing you with the Statrys Services and/or other related services, your data may be collected by our third-party partners and our affiliates, and our affiliates may share such data with us.
14.4. Disclosure under Applicable Laws. You acknowledge and agree that Statrys reserves the right to access and disclose personal data relating to you to comply with all Applicable Laws and lawful requests from government and/or other regulatory authorities.
14.5. Data retention. Unless any Applicable Laws require otherwise, we will retain your data and records for a period of at least five (5) years after you close the Statrys Account or the date of your last transaction with us (whichever date is later).
15. Intellectual Property
15.1. Ownership of Statrys Technology. Statrys owns all Intellectual Property Rights in the Statrys Technology. Statrys grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to use the Statrys Technology in accordance with the documentation made available by us for purposes of using the Statrys Services. This license grant includes the Statrys Technology for your use in connection with the Statrys Services. You may not rent, lease or otherwise transfer your rights in the Statrys Technology to a third party. You must comply with the implementation and use requirements contained in all of our documentation accompanying the Statrys Technology. If you do not comply with our instructions, implementation and use requirements you will be liable for all resulting damages suffered by Statrys and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from Statrys Technology. Upon expiration or termination of these Terms, you will immediately cease all use of any Statrys Technology. Other than the express licenses granted by these Terms, Statrys grants no right or license to you by implication, estoppel or otherwise to the Services or any of our Intellectual Property Rights. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted in these Terms.
15.2. Intellectual Property Rights. Intellectual Property Rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents, and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Statrys’ intellectual property includes all domain names including “statrys.com”, all logos related to the Statrys Services and the Statrys Technology. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Statrys. You may not copy, imitate, or use them without our prior written consent. You may not copy, imitate or use Statrys’ Intellectual Property Rights without prior written consent.
16.1. Complaints. We take all complaints seriously. Any complaints about us or the Statrys Services should be addressed to the chat function on the Website or by contacting our customer support team at email@example.com. You should expressly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from an ordinary query.
16.2. Prompt Resolution. Our goal is to provide you with a prompt answer and resolution to your complaint where possible. However, nothing contained within these Master Terms constitutes a commitment by Statrys to resolve your complaint.
16.3. Final Response. A final response to your complaint, or an email explaining why the final response has not been completed, will be sent as soon as reasonably practicable after we complete the review of the complaint.
17. Other legal matters
17.1. Rights. No other person other than you shall have any rights under these Master Terms.
17.2. Governing law. These Terms shall be governed by the same laws that govern the relevant Region Specific Terms.
17.3. Disputes. In the event of any dispute or claim arising from or in connection with these Master Terms or your use of the Statrys Services, the relevant parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved the dispute shall be resolved in the way set out in the relevant Region Specific Terms.
17.4. No Third Party Benefit. These Master Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Master Terms and in particular as set out in any Applicable Laws.
17.5. Taxes. It is your responsibility to determine 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 Statrys Services, or for collecting, reporting or remitting any taxes arising from any Statrys Services. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Statrys Services, including the reporting and payment of any taxes arising in connection with Statrys Services. If you are required to deduct any tax from a payment to us, you must increase the amount payable so that we receive the amount that should have been received if no deduction had been required.
17.6. Waiver. If we fail to enforce any of our rights under these Master Terms, or Applicable Laws, it shall not be deemed to constitute a waiver of such right or a waiver in respect of a subsequent breach or similar breach. A waiver shall be effective only if made in writing.
17.7. Assignment or transfer. We recognize only the rights of you, the holder of the Statrys Account. You may not transfer, assign, sell or delegate any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your Statrys Account without Statrys’ prior written consent. Statrys reserves the right to transfer or assign or delegate these Master Terms or any right or obligation under these Master Terms at any time.
17.8. Force Majeure. In the event that Statrys shall be delayed or hindered or prevented from the performance of any act required by reason of strikes, lock-outs, labour troubles, failure of power, riots, acts of terrorism, insurrection, war, mud-slide, fire, earthquake, tsunami, epidemic, pandemic, or where such act or omission is due to our obligations under provisions of Applicable Laws, or other similar reasons of a like nature not the fault of Statrys, delayed in performing work or doing acts required under these Master Terms, Statrys shall as soon as reasonably practicable provide notice to you of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. We will not have any liability to you where we are unable to perform our obligations because of factors beyond our control. If an event of force majeure affecting Statrys continues for an unreasonable period as determined solely by Statrys, we may terminate these Master Terms in part or whole.
17.9. References in writing. A reference to writing or written includes email, the chat function on the Website and electronic message.
17.10. Severability. If a provision of these Master Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
17.11. Relationship. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Master Terms.
17.12. Headings. Headings are for reference purposes only and in no way define, limit or construe or describe the scope or extent of such section or paragraph.
17.13. English Text Prevails. In the event these Master Terms are translated into a foreign language, in the case of any conflict or discrepancy between the English language version and foreign language version, the English language version shall prevail.
Schedule 1 – Statrys Relevant Entity
The Statrys Services are provided by the Statrys entity(ies) listed in the “Relevant Entity” column in the table below (each entity being referred to as a “Statrys Relevant Entity”).
The Statrys Services are intended for customers established in the corresponding jurisdictions specified in this table.
Accessing the Statrys Services from outside of the relevant jurisdiction is possible but you are responsible for ensuring that doing so is not against the law in the jurisdiction concerned.
The Statrys Services offered and provided by a Statrys Relevant Entity may not include the full range of Statrys Services.
|Jurisdiction||Relevant Entity||Regulatory Approvals||Address||Relevant Region Specific Terms|
|Hong Kong, Singapore, British Virgin Islands||Statrys Limited (2724557)||Money Service Operator Licence (19-02-02726)||Unit 4, 10/F, Kwan Chart Tower, 6 Tonnochy Road, Wan Chai, Hong Kong||See Region Specific Terms Hong Kong|
|Rest of the world (for limited number of industries only)||Statrys Limited (2724557)||Money Service Operator Licence (19-02-02726)||Unit 4, 10/F, Kwan Chart Tower, 6 Tonnochy Road, Wan Chai, Hong Kong||See Region Specific Terms Hong Kong|
Schedule 2 – Collection Services
1. Description of Collection Services. Once your Statrys Account is created and you are accepted as a customer, we will collect funds on your behalf from your senders into your Virtual Business Account. You may receive funds through us in accordance with these Master Terms in any Supported Currency. Each collection is an individual contract between you and us.
2. Source of Funds. The Collection Services are provided to facilitate you to receive or collect payments from your senders. There may be restrictions on the source of your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms. Please read these carefully.
3. Receipt and balance of funds. Upon receipt of the funds, we will update the balance of your Virtual Business Account accordingly. We are not responsible for any funds transferred by your sender until after we have updated the balance of your Virtual Business Account, which is generally the same Business Day of the actual receipt of the funds by our third-party bank partner.
4. Collection Instructions. To use the Collection Services to receive funds, you must provide Collection Instructions assigned to you by Statrys to your senders. You are solely responsible for providing your senders with the correct Collection Instructions. You will not receive incoming funds if you provide incorrect Collection Instructions.
5. Collection of funds. We will collect and hold the funds received from your sender in one or more underlying bank accounts opened in our name for the sole purpose of providing the Collection Services. The funds in any underlying bank account will be pooled and commingled together with those of other users of Statrys Services offered by us.
6. Withdrawal of funds. Subject to any set-off rights outlined below, you can withdraw any funds credited in your Virtual Business Account by making a Payment. There may be restrictions on withdrawing your funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms. Please read these carefully.
7. Legitimate source. You must ensure that all funds received in connection with the Collection Services come from a legitimate source and otherwise comply with any policy determined by us. You agree to promptly provide evidence of the source of the funds on request.
8. Right of refusal. We reserve the right to reject or limit Payments made to you at any time at our sole discretion. Payments made to you may be rejected for various reasons, including reasons related to compliance with Applicable Laws (including applicable anti-money laundering laws) or our risk management policies and procedures. When rejecting a Payment made to you, we will be under no obligation to disclose the reason for the rejection.
9. Reversals. If the sender who paid you through the Collection Services is entitled to a refund or chargeback, we will attempt to reverse the payment and may debit the balance of your Virtual Business Account for the reversed payment as well as any applicable fees for the transfer. If the transferred funds are no longer available in your Virtual Business Account for the reversal, you agree to pay us promptly for any missing funds as well as the cost of any applicable fees actually incurred by us in connection with refund. We reserve the right to set-off any amounts owing under this Clause as set out in the Clause 11 below (Set-off). In connection with a Payment disputed by the sender for services not rendered and/or goods not delivered or not as ordered and rebuttal of a chargeback thereof, you may be required to provide us with documented evidence relating to the services or goods you provided, including but not limited to, invoices, correspondence, documents relating to deliverables, shipping certificates, tracking numbers and the like. Should you request that we pursue a claim on your behalf to rebut a chargeback we will have full discretion whether or not to do so, including on the basis of the documented evidence provided as aforesaid, and subject to other conditions that may apply.
10. Safeguarding. We have implemented commercially reasonable administrative and technical measures to protect and safeguard your funds received in connection with the Collection Services and credited in your Virtual Business Account. We hold such funds in designated bank accounts segregated from our corporate funds, and we will not use such funds for our own operating expenses.
When you pay us Fees, full ownership and title to these Fees transfers to us absolutely and such funds are then considered as our funds.
11. Set-off. You agree that we are entitled, at any time and without prior notice to you, to combine or consolidate the available cash balance maintained by us for you in your Virtual Business Account, and set off or transfer any money standing to the credit of any such account in or towards settlement (whether in full or in part) of any amount owed by you to us in connection with the Statrys Services. For the purposes of this Clause, we may make any necessary currency conversions at the rate Statrys considers appropriate.
12. Foreign Exchange Fluctuations. Given the nature of cross-border payments and the frequent involvement of multiple banks or payment service providers, you acknowledge that it may take some time for us to actually receive a Payment from your senders. You agree to bear any risks with respect to your incoming fund transfers arising from foreign exchange rate fluctuations that may happen between the time your senders send the payment to the time when the funds are actually received.
13. No interest. Pursuant to Applicable Laws, we will not pay interest on funds credited to your Virtual Business Account.
Schedule 3 – Exchange Services
1. Description of Exchange Services. Once your Statrys Account is created and you are accepted as a customer, you may instruct us to make an Exchange on a standalone basis, or as an ancillary transaction in connection with a withdrawal or payout where the source currency is different from the payout currency. You must not use the Exchange Service for speculative purposes, and we may decline your order if you request an Exchange which we deem to be a leveraged foreign exchange transaction, or in violation of Applicable Laws or our risk management policies, including restrictions or limits that we place on your Virtual Business Account.
2. Making an exchange. You may instruct us to make an Exchange by providing the necessary details in the Statrys Dashboard when you access your Statrys Account. Your request to make an Exchange shall be deemed to be received at the time you click “Confirm” (or any similar button). We may decline your instructions if:
2.1. you have insufficient funds for the Exchange in your Virtual Business Account:
2.2. the third-party payee/beneficiary fail to pass our compliance checks;
2.3. you request an Exchange which we deem to be for speculative purposes;
2.4 it is unlawful; or
2.5. in accordance with Clause 12 (Suspending or Ending your Statrys Services).
3. Sufficient funds. In order to carry out an Exchange, you must have sufficient funds in your Virtual Business Account in the relevant Supported Currency to cover the full amount of any Exchange. Without prejudice to any of our rights under these Master Terms, you specifically acknowledge that we may deduct or set-off the Exchange amount and applicable Fees against any funds collected for you and credited to your Virtual Business Account, without notice. Once the funds are transferred to us to make a Payment, full ownership and title to these funds are transferred to us absolutely.
4. Exchange rates. We will set the exchange rate for each Exchange transaction. The exchange rate is sourced from a sponsoring financial institution and is based on the real-time rates available in the wholesale currency markets. You may access the exchange rate for an Exchange through the Statrys Dashboard. The exchange rate will be quoted to you when you instruct us through the Statrys Dashboard and the final exchange rate will be confirmed upon confirmation of the Exchange. We will ensure that the confirmed exchange rate reflects the rate quoted to you but you acknowledge that this is not always possible. The final exchange rate used to effect the Exchange may be different as the exchange rate may have very slightly changed between the time of your instruction and our confirmation. You agree that changes to exchange rates come into effect immediately without notice.
5. Timing of exchange. We carry out your Exchange instructions as soon as possible which will generally be within the same Business Day.
6. Foreign Currency Controls. If your Payment order in relation to an Exchange is order is in violation of any Applicable Laws in relation to cross-border payments or is otherwise in breach of these Master Terms, the converted amount will not be transferred to you or your designated payee/beneficiary account. In any such situation, we are entitled not to execute the Payment and we shall not be liable to you for any loss you may incur. We may re-convert the payment amount into the source currency at the then prevailing exchange rate set by us. Any foreign exchange loss and associated Fees with respect to the currency conversions (including the re-conversion) will be borne by you.
Schedule 4 – Payment Services
1. Description of Payment Services. Once your Statrys Account is created and you are accepted as a customer, you may instruct us to make a Payment by providing the details of the payee as prompted in the Statrys Dashboard. We will only process Payments in Supported Currency. Each Payment is an individual contract between you and us.
2. Making a payment. Your request to make a Payment shall be deemed to be received at the time you click “Confirm” (or any similar button) in the Statrys Dashboard. We may decline your instructions to make a Payment if:
2.1. the third-party payee/beneficiary fail to pass our compliance checks;
2.2. you have not paid us the full Payment amount, plus our Fees;
2.3. it is unlawful; or
2.4. in accordance with Clause 12 (Suspending or Ending your Statrys Services).
We reserve the right to take any action where a Payment is declined being unlawful.
3. Payee. You must ensure that all the payee and payment details you enter when requesting to make a Payment are correct and complete. Providing us with accurate information is your sole responsibility. We will not be liable for any Payments sent to the wrong payee or their account as a result of you providing incorrect payment details. Any charges incurred as a result of incorrect payment details may be charged to you.
4. Sufficient funds. Before we execute your Payment, you must pay sufficient funds to us to cover the full Payment amount (plus applicable Fees). You specifically acknowledge that we may deduct or set-off the Payment amount and applicable Fees against any funds collected for you and credited to your Virtual Business Account, without notice. Once the funds are transferred to us to settle a Payment, full ownership and title to these funds are transferred to us absolutely. There may be specific requirements on having sufficient funds depending on your location, which if applicable, are set out in your relevant Region Specific Terms. Please read these carefully.
5. Timing of payment. If you ask us to make a Payment to a payee, we will execute the Payment as soon as reasonably practicable and, in any event, generally within one (1) Business Day after we accept your instructions. The methods of crediting the funds may be provided by third parties (for example, the bank where the payee has their payee account) and are not part of the Statrys Services. We do not have any control over the amount of time it may take for a payee’s bank or payment provider to credit funds to the payee, but would generally expect this to take less than three (3) Business Days, unless a longer period is required by us to comply with Applicable Laws.
6. Refunds or cancellations. In the event that a Payment is unsuccessful or refunded and the funds revert back to us, you authorise us to credit the funds back to your Virtual Business Account, less any fees which may be charged by the bank provider or any other payment provider.
Schedule 5 – Restricted Services
The following are Restricted Services and you must not:
1. use the Statrys Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, funding of terrorist organizations, unlawful purchase or sale of prescription drugs, other controlled substances or other products prohibited by Applicable Laws. We will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
2. use the Statrys Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
3. breach these Terms or any other agreement or policy that you have agreed with us;
4. create more than one (1) Statrys Account per legal entity without our prior written consent;
5. without limiting (1) above, use the Statrys Services to conduct activities pertaining to certain activities, including but not limited to, adult entertainment/pornography, auction houses, charities, , dating and escort services, binary options, political or religious organisations, and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;
6. infringe any copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
7. act in a manner that is defamatory, libelous, threatening or harassing when using the Statrys Services;
8. provide us with false, inaccurate or misleading information;
9. use the Statrys Services to engage in debt-collection activities;
10. refuse to cooperate in an investigation or provide confirmation of your identity or any information requested by us;
11. conduct your business or use the Statrys Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to us, to third parties or to you;
12. facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
13. use an anonymizing proxy;
14. use any robot, spider, other automatic device, or manual process to monitor or copy our Statrys Technology without our prior written permission;
15. interfere or attempt to interfere with our provision of the Statrys Services;
16. take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
17. use another customer’s Statrys Services;
18. use the Statrys Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or Applicable Laws;
19. use the Statrys Services to trade foreign exchange for speculative purposes or for foreign exchange arbitrage;
20. refuse or fail to provide further information about you or your business activities that we may reasonably request;
21. conduct your business or use the Statrys Services in a manner that leads us to receive a disproportionate number of claims; or
22. behave in a threatening or abusive manner, or any other manner deemed unacceptable by us to our employees, consultants or other representatives.
Schedule 6 – Definitions
In these Master Terms:
“Advanced Services” means the additional services that may be offered to you by a Statrys entity other than your Statrys Relevant Entity, as set out in any supplementary terms.
“Applicable Laws” means any law, regulation, rule, requirement, judgement, decree, order, notice or directive, including, without limitation, any global, federal, country, state or local laws, rules, ordinances and regulations and including those issued by governmental or regulatory authorities having jurisdiction over you or Statrys, that are applicable to you or Statrys.
“Basic Services” means the services described in Clause 3.2 of these Terms.
“Business Day” means a day other than a Saturday, Sunday or public holiday in the location of your Statrys Relevant Entity.
“Collection Instructions” means the details of your Virtual Business Account assigned to you by Statrys and made available on the Statrys Dashboard.
“Collection Services” means the receiving of funds from a payor into your Virtual Business Account.
“Communications” means any information provided to you in relation to the Statrys Services, notably any agreements and policies you agree to (e.g., these Master Terms) including updates to these agreements or policies, your Virtual Business Account statements and history, payment authorizations and transaction receipts or confirmations in relation to your Virtual Business Account, and any other information related to your use of the Statrys Services.
“Exchange” means the process where one Supported Currency is sold or bought against another currency at an agreed exchange rate through the Statrys Dashboard.
“Exchange Services” means the Exchange of any Supported Currency.
“Fees” means any fees payable by you, including transaction fees and foreign exchange fees, in relation to the use of the Statrys Services. Fees are determined by us, they may change from time to time and are set as on the pricing page of our Website (https://statrys.com/pricing)
“Loss” means all losses, liabilities, fines, charges, damages, actions, costs and expenses, professional fees (including legal fees actually incurred) and disbursements and costs of investigations, litigation, settlement, judgement, interest and penalties.
“Master Terms” means the master service agreement governing the use of the Statrys Services provided to you Statrys.
“Payment” means each and every individual payment either send by a payor for credit into a Virtual Business Account as part of the Collection Services or instructed to a payee out of the Virtual Business Account as part of the Payment Services.
“Payment Services” means the sending of funds to a payee out of the Virtual Business Account upon specific instructions provided by the customer.
“Prohibited Countries” means any jurisdiction from/to which a Payment is not authorized. You can see the list of prohibited countries here.
“Region Specific Terms” means any terms which set out specific requirements applicable to the country which is offering the Statrys Services.
“Statrys”, “us”, “our” or “we” means the Statrys Relevant Entity
“Statrys Account” means the account you set up to access the Statrys Dashboard, where you and your User(s) manage your Statrys Services.
“Statrys Dashboard” means the online portal which can be accessed via our Website when using your Statrys Account and where you can manage the Statrys Services, including your Virtual Business Account.
"Statrys Relevant Entity” means the Statrys entity providing the Statrys Services to you in accordance with the relevant Region Specific Terms.
“Statrys Services” means the Basic Services offered under these Master Terms and, as the case may be, the Advanced Services offered under any supplementary terms, or any other services added from time to time provided through the Statrys Dashboard.
“Statrys Technology” means the Website, Statrys Dashboard and Statrys App, and any other technology provided to you to support your use of the Statrys Services, and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture and documentation (both printed and electronic), network designs, know-how, and trade secrets and including any modifications, improvements and derivative work. If you are using our software such as an API, developer’s toolkit or other software application (the “Software”) that you have downloaded to your computer, device, or other platform to access the Statrys Dashboard, then the term “Statrys Technology” also includes the Software and any updates, new versions and modifications thereof.
“Supported Currency” means each currency supported by a Virtual Business Account as set here.
“Virtual Business Account” means a unique account ledger registered under the name of a customer in which we record all the Payments related to the use by this customer of the Collection Services, the Exchange Services and the Payment Services.
“User(s)” means any director(s), shareholder(s), employee(s), or other person(s) you have given authority to access your Statrys Dashboard (subject to the permissions they hold) and use the Statrys Services as your authorized person. The User permissions can be found here.
“you” or “your” means the registered entity that has agreed to these Master Terms to use the Statrys Services, and as may be relevant includes all your Users.