Terms of Use

1.     Introduction

1.1. KHM Technology provides facilities for the purchase or saleof currencies for both commercial and personal purposes. Our contracts withClients are for settlement and delivery. That means, at maturity the Clientmust take delivery of funds to a bank account. KHM Technology provides itsservices to clients for the fulfilment of international payments and/or hedgingof assets. We do not provide advisory services.

1.2. The Client wishes to enter into a contract or contracts for the purchase, sale and delivery of currency and the Client agrees that all transactions shall be carried out on the terms and conditions (the ‘Terms’) set out below. The Client confirms that:

1.2.1. it has or will have a personal or commercial need for the currency which is the subject of each transaction and no transaction will be for the purpose of speculation; and

1.2.2. it is acting on its own account and not on behalf of any other person

1.3. Please note that foreign currency exchange rates are subject to fluctuations outside the control of KHM Technologies and our partnernetwork. Historical performance is no indicator for future performance.

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2.     Services

2.1.  When it decides to do so KHM Technology will enter into individual contracts for the sale, purchase and delivery of currency (‘FX Contracts’) with the Client. FX Contracts may, without limitation, include spot contracts under which currency is bought and sold for delivery immediately against receipt of payment.

2.2.  Following the execution of a Foreign Exchange transaction and subject to these Terms, we shall transfer the converted currency in accordance with an instruction by the Customer requesting the transfer of the converted currency to the Customer or a third party (the ‘Payee’).

2.3.  KHM Technology will not provide advice to the Client upon the merits of a proposed Foreign Exchange transaction or Payment Service(although it may provide information to the Client from time to time). In entering a FX Contract and/or issuing a Payment Instruction the Client must not treat any information or comments by KHM Technology as advice and must rely only on its own judgement.

2.4.  The Client must take physical delivery of and pay for the currency in question on the date specified.

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3.     Initiating a Foreign Exchange Transaction

3.1.  The Client may give KHM Technology written or digital instructions via our payment platform, YD-PAY relating to a transaction for the purchase or sale of currency (the ‘FX Order’). The Client may issue written instructions authorising any other named person (an ‘Authorised Person’) to give FX Orders on its behalf. We are entitled to act upon instructions which are or appear to be from the Client or any Authorised Person.

3.2.  Following receipt of a FX Order, KHM Technology shall, ifit is willing to accept the FX Order, agree orally with the Client the terms on which it is willing to enter into a FX Contract. That Contract Note shall include details of the applied exchange rate, the rate of exchange from and any charges in relation to the payment service.

3.3.  The Client accepts that:

3.3.1. prior to undertaking a Foreign Exchange transaction, KHM Technology will deduct those costs and charges which we are entitled to make pursuant to these Terms; and

3.3.2. the Client is solely responsible for ensuring that, following the deductions referred to in Clause 3.3.1 and the application of the exchange rate agreed in the Contract Note, the amount of any Payment will be sufficient to fulfil any obligations that Client has to the relevant Payee.

3.3.3.KHM Technology may at its absolute discretion refuse any FX Order or instructions given by the Client without giving any reason or being liable for any loss the Client suffers as a result of such refusal.

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4.     Operation of Trading Accounts

4.1.  The client shall pay by electronic transmission into the bank account established by KHM Technology.

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5.     Default, Close out & Refusal to Perform FX Contracts

5.1. KHM Technology may refuse to perform or may close out allor any part of any FX Contract, without incurring any liability to the Client for losses that may be sustained as a result and without giving notice to the Client at any time after the happening of any of the following events:

5.1.1. the Client fails to make any payment when due;

5.1.2. the Client suspends payment of its debts, has a receiver appointed of some or all of its assets, takes or has any proceedings taken against it in bankruptcy or anything similar to any of these events happens to the Client anywhere in the world;

5.1.3. the Client fails in any respect fully and promptly to comply with any obligations to KHM Technology orif any of the information supplied by the Client become materially inaccurate;

5.1.4. it becomes or may become unlawful for KHM Technology to maintain any of the obligations under these Terms or otherwise to carry on its business or if KHM Technology or the Clientis requested not to perform or to close out a FX Contract (or any part thereof)by any governmental or regulatory authority whether or not that request is legally binding; or

5.1.5. KHM Technology considers it necessary to do so for its own protection including (without limitation) in the following circumstances:

5.1.5.1. protection from fraud;

5.1.5.2. protection from Client default;

5.1.5.3. protection from market failure;

5.1.5.4. protection from adverse or volatile market conditions; and

5.1.5.5. protection from loss by KHM Technology.

5.2.  If any event referred to in Clauses 5.1.1 to 5.1.5 takes place KHM Technology shall at its discretion be entitled to cancel any FX Contract then outstanding and charge the Client with all of the costs, expenses and losses that KHM Technology may incur (including any action it may take to cover or reduce its exposure) as a result of KHM Technology entering into FX Contracts with the Client (including the actual or hypothetical costs of unwinding any hedging arrangements which are referable to the FX Contracts).Any excess amount held by KHM Technology in respect of FX Contracts shall be returned to the Client after deducting all other sums due to KHM Technology.

5.3.  If for any reason a FX Contract is closed out or does notproceed to completion, KHM Technology will send to the Client any sum due tothe Client or a notice setting out the sum due from the Client. The Clientshall bear all the losses/expenses of KHM Technology whatsoever that may ariseon account of such close out or cancellation, and KHM Technology shall have theright to use any monies of the Client held by it to offset such amounts as areowed by the Client to KHM Technology. For such purpose, KHM Technology shall beentitled to convert any currency held by it and such conversion shall be at therate of exchange available to it. Any fee or charge which KHM Technology incursas a result of such conversion shall be paid for by the Client.

5.4.  If the Client’s payment, is dishonoured, returned orstopped for whatever reason, we shall levy an administrative charge in respectof each such payment. This administrative charge will become payable by theClient in addition to any other sums due under these Terms.

5.5.  KHM Technology shall not be responsible in any way for any delay in payment by it under these Terms relating to Foreign Exchange services which is caused by the Client or any other third party, including but not limited to bank delay, failure or delay of any electronic transmission or delay caused by accident, emergency or act of God. For the avoidance of doubt the Client accepts that the Client is solely responsible for ensuring that allpayments which the Client is required to make under any Foreign Exchange transaction are made promptly and within the time limits specified by the particular FX Contract.

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6.     Limitation of Liability

6.1.  KHM Technology shall not be liable to the Client:

6.1.1. for any delay or failure to perform its obligations under these Terms relating to Foreign Exchange or any FX Contract by reason of any cause beyond the reasonable control of KHM Technology, but we shall try to perform those obligations as soon as it reasonably can in any event;

6.2.  The maximum liability under a particular FX Contract, shallin no circumstances exceed an amount equal to the currency sold by under that FX Contract.

6.3.  The maximum aggregate liability of in respect of Foreign Exchange services shall in no circumstances exceed an amount equal to the aggregate value of currency sold under the FX Contracts

6.4.  The Client shall, on demand, compensate KHM Technology from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred in the proper performance of Foreign Exchange services or the enforcement of its rights under these Terms relating to Foreign Exchange and, in particular, but without limitation, against all amounts as a result of:

6.4.1. the Client breaching any terms of these Terms relating to Foreign Exchange or any FX Contract;

6.4.2. KHM acting on a written,oral, telephone or electronic FX Order which reasonably appeared to be from the Client or an Authorised Person;

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7.     Security

7.1.  The Client must take all reasonable precautions to prevent fraudulent use of Payment Services. In particular, it is essential that the Client, among other security measures:

7.1.1. takes all reasonable steps to keep safe its personalised security features;

7.1.2. uses the Payment Services provided in accordance with the terms and conditions for their use; and

7.1.3. notifies KHM Technology without undue delay on becoming aware of the loss, theft, misappropriation or unauthorized use of any unauthorized use of the Payment Service

7.2.  We may stop or suspend any payment and/or use of the client’s payment service if there is reasonable grounds for the suspected unauthorized or fraudulent use of the Payment Service

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8.     Communication

8.1.  All communications between KHM Technology and the Client shall be in English

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9.     Data Protection

9.1.  The Client authorizes KHM Technology to collect, use, store or otherwise process any personal information provided by the Client.(‘Personal Information’) to enable us and/or members of its group and/ or the organization which introduced or referred the Client to provide and/or improve its services. We will take steps to ensure that it is appropriately protected.

9.2.  Other than as stated in these Terms or in our Privacy Policy (which is available on KHM Technologies payment platform site, https://yd-pay.com/privacy-policy/), we will not disclose the Client’s Personal Information.