Terms & Conditions

In the event there is any inconsistency between the local laws and  this Agreement and/or the translated version, the local law shall be binding.

1. OUR AGREEMENT WITH YOU

1.1 This Agreement is a contract between you and SPENNX  Sp. z o.o. ( “we”, “us” and “our”). It describes the terms that govern your access to, and use of our products and services including the remittance services (the “Services”). When we use the terms “you” and “your”, we mean the user of our Services. For the purposes of this Agreement, “You” refers to any individual or legal entity who accesses or uses the SPENNX platform, including through the mobile app, website, or any related service, whether on your own behalf or on behalf of another person or organization. “We,” “Us,” or “Our” refers jointly to SPENNX Sp. z o.o., including their directors, officers, employees, affiliates, and service partners, as relevant to the context. This Agreement includes terms applicable when you open an account with us and when you instruct us to perform money transfer transaction.

1.2 Our Privacy Policy and Cookie Policy (collectively, the “Policies”) provide information about how we use your personal data, your rights under applicable data protection laws, and how to contact us.

1.3 The current version of this Agreement, the Privacy Policy and the Cookie Policy are made available to you on our website and the SPENNX Platform. We strongly recommend that you print off or download and store a copy of these documents and refer to the current version when you use our Services from time to time.

1.4 The current version of this Agreement and the Policies are available on our website and the SPENNX App. You are encouraged to download, save, or print a copy for your records and review the latest version regularly. 

1.5 By using our Services, you accept and agree to be bound by this Agreement (including the Policies) when you acknowledge acceptance of this Agreement during registration or when submitting a transfer instruction via our app or website; or begin using or attempt to use our Services.

1.6 This Agreement is legally binding and the use of SPENNX platform is subject to this Agreement. By accessing our website and using the SPENNX platform or any of our other Services, you confirm and acknowledge that you have read and understood this Agreement and that you agree to comply with its provisions and any ancillary documents and Policies as amended from time to time made available to you. If you do not agree to any part of this Agreement, you must not use the SPENNX platform or any of our Services. If you are still unsure of anything or you’d like more information, please take a look at the information on our website or contact us on support@spennx.com.

2. OUR SERVICES

2.1 Money transfers: The money transfer feature enable users to initiate transfers of funds from their SPENNX wallet to other individuals or business entities. Transfers can be made domestically or internationally, depending on the user’s location and compliance with applicable laws and regulatory requirements. We facilitate such transactions through approved financial partners, payment service providers, and correspondent networks. Transfers are subject to transaction limits, exchange rates (for cross-border transfers), fees, and identity verification processes. Users are responsible for ensuring the accuracy of recipient information, as we are not liable for losses resulting from incorrect details provided by the user.

Our Services operate such that a “sender” uses our Services to send money, and a “recipient” receives money which has been disbursed via our Services. A “transaction” refers to a payment order given by a sender that instructs us to make a disbursement to a recipient via our Services. The “transaction amount” is the amount paid to us by the sender to execute a disbursement to the recipient. The “payout amount” is the amount paid out to the recipient.

2.2 Convert Money: The “convert money” service allows users to exchange funds between supported currencies within the SPENNX platform. Currency conversions are executed based on real-time exchange rates sourced from financial partners and include applicable service margins. Conversion transactions are immediate where possible, and once confirmed, are irreversible. Users acknowledge that exchange rates are subject to market fluctuations and agree to any associated fees displayed at the time of conversion. This service is subject to foreign exchange regulations, and users may be required to provide additional documentation for certain transactions.

2.3 Payout: The “payout” feature allows recipients of funds to withdraw money from their SPENNX wallet through various disbursement channels. Further available payout options may include direct bank transfers, mobile money disbursements, or card withdrawals, depending on the recipient’s set up and country. Users must select a valid and supported payout method and provide correct beneficiary details. All payouts are subject to KYC/AML screening, local banking regulations, partner availability, and may incur service fees. Processing times vary by method and destination.

2.4 Local Transfer: The “local transfer” feature enables users to transfer funds in the local currency to other users or linked bank accounts within the same country. Transfers may be instant or subject to settlement periods depending on the payment rail used. All local transfers are governed by national financial regulations, including transaction limits, audit requirements, and identity verification. SPENNX reserves the right to delay or suspend transfers that raise compliance concerns or involve suspicious activity.

2.5 Add Funds: The “add funds” service enables users to load money into their SPENNX wallet through accepted channels such as bank transfers, debit or credit cards, mobile money, or third-party payment processors. The availability of funding methods may vary by country. All funding transactions are subject to real-time verification, fraud checks, and applicable fees. SPENNX may impose limits on the amount that can be added within a specific timeframe. Funds will be credited to the user’s wallet upon successful confirmation from the payment processor, and delays may occur due to banking hours, technical issues, or regulatory holds.

2.6 Request Money: The “request money” feature allows users to send a payment request to other SPENNX users by entering the recipient’s username, phone number, or email associated with their account. The recipient will receive a notification and can choose whether to approve or decline the request. SPENNX does not guarantee that requested amounts will be paid and is not liable for any unfulfilled requests. All fulfilled requests are treated as standard transfers and are subject to the same terms, including verification checks and transaction limits.

2.7 Third party agreements. By accessing or using the SPENNX platform and Services, you acknowledge and agree that your use may be subject to the terms, conditions, and policies of third-party service providers (“Third Party Service Providers”). These may include, but are not limited to, mobile device manufacturers, app stores (such as Google Play or Apple App Store), mobile network operators, identity verification providers, payment processors, banking partners, and payout institutions. By using the SPENNX platform, you expressly agree to comply with all applicable terms and conditions imposed by these Third-Party Service Providers. Your continued use of our Services constitutes your acceptance of any such third-party terms, and you understand that SPENNX is not responsible for the performance, actions, or terms of any Third-Party Service Provider. It is your responsibility to read and understand any third-party terms that may apply to your use of the Services through or in conjunction with those providers. Failure to comply with third-party terms may result in limitations or termination of access to the Services.

2.8 We may, in our sole discretion, from time to time add new features or/ and functionalities, change, or discontinue providing any part of the SPENNX platform or  Services.

2.9 The user acknowledges that he/she is fully responsible for the payment of any taxes or governmental fees that apply to the user’s use of SPENNX platform. 

2.10 The user undertakes not to use any of our Services for any illegal purpose(s) or in any illegal manner and not to perform any activities that may disrupt the functionality of the SPENNX platform.

2.11 The user acknowledges that to use all the functionalities of SPENNX platform, the user requires an adequate internet connection and shall provide us with a valid phone number.

2.12 The User warrants that he/she is aware of the risks associated with the usage of technical devices for the purpose of financial operations, including but not limited to internet connection failure.

3. GETTING STARTED AND USING OUR SERVICES

3.1 Eligibility requirements: You must be at least 18 years old and/or eligible under the applicable law to enter into Agreement with a legal person before using any of our Services. You must be resident in a country where we are legally permitted to offer our Services.

3.2 Profile Creation. Your SPENNX profile allows us to record certain information about you, as further explained in our Privacy Policy. To take full advantage of our Services, the user must download the SPENNX App or use the SPENNX web platform to create a SPENNX account. Prior to this, the user must ensure that the user:

3.2.1 Is legally capable of entering into an Agreement with us under the applicable laws and has agreed to be bound by the terms of the Agreement.

3.2.2 Provides all the relevant information required by us to perform the KYC/KYB process according to applicable laws and regulations.

3.2.3 Provide accurate, complete, and truthful information as requested by
us from time to time (including information about you and any information and/or
documents we may reasonably require). The information you provide will also be
used by us to determine if you are eligible to use our Services.

3.2.4 Agree to have your data verified by an external entity, solely for the purpose of fulfilling the KYC/KYB process requirements. 

3.2.5 Complete any registration requirements we specify, including creating secure login credentials and downloading SPENNX App or use the SPENNX web platform. 

3.2.6 Carry out any other action which we, or our third-party service providers, may reasonably require for you to access and use the Services.

3.3 The user may further validate his/her registration on his/her SPENNX Account by:

3.3.1 Uploading into the SPENNX platform interface an image of the User’s ID/Passport and a selfie of the user.

3.3.2 Providing all the required information during verification on SPENNX platform.

3.3.3 Uploading into the SPENNX platform the required document(s) for registration.

3.4 The verification of information provided by the user shall be conducted by us or other authorised party, for the sole purpose of fulfilling the KYC/KYB process requirements under the applicable laws.

3.5 Where there are material or non-material changes in any of the information provided by the user after the first registration, the user is obliged to promptly inform us. The user may be requested by us to provide additional documentation to authenticate the change. User’s failure to validate his/her/their SPENNX Account with the required procedure may substantially limit the user’s accessibility to the functionality of the SPENNX platform.

3.6 After successful registration, the user will be provided with a SPENNX account. Access to the users’ account is secured by the unique four-digit password that the user created during the registration process or a selfie identification. 

3.6.1 It is very important that the information you provide us remains accurate and in particular, to always notify us of your current address. Changes to your primary residence address may require you to accept different terms of service for the region to which you have moved. In addition, as certain Services are currently offered only in select regions, changes to your primary residence address may result in you becoming ineligible for certain Services. If any information you provide to us (including your mailing address and/or e-mail address) changes over time, you must notify us immediately and/or amend the details in your profile immediately so that the information you have supplied us is always accurate, truthful and complete. You are responsible for providing accurate and complete information at all times when using our Services.

4. CONDITIONS FOR ACCEPTING USER’S REGISTRATION

4.1 A user registration may be approved for access to the SPENNX platform if the following conditions are met:

• The user is a recognized legal person under the applicable laws.
• The user has accepted this Agreement in the manner prescribed.
• All information given by the user is true, accurate and not misleading.
• The user has not withheld any information that may substantially affect our decision to provide the user with Services
• The user has not been declared bankrupt.

4.2 We reserve the right to accept or reject registrations and to refuse to grant access to SPENNX platform and our Services for any reason. The user will be informed about the status of verification. We reserve the right to ask for additional documents if the information provided by the user is inconsistent, contradictory, incomplete, or insufficient to fulfil the KYC/KYB process.
4.3 If information provided by the user is false, insufficient, out of date, inconsistent, contradictory, or incomplete, and the user fails to provide additional information, we may reject the user’s application to create a SPENNX account. Only after the successful completion of the registration and verification process, we will grant you full access to our Services. A user must undergo an identity verification process and maintain his personal data up to date. We reserve the right to require any additional documentation, as may be deemed necessary to confirm the user’s identity prior to accepting your registration. Failure to provide the additional information may result in the rejection of your application to create an account.

5. SECURITY MANAGEMENT

5.1 The user undertakes to maintain the confidentiality of his/her password and shall keep access to his/her account secured at all times. The user shall not share his/her login credentials with anyone, including our personnel, under any circumstances.

5.2 To the extent permitted by applicable laws, the user undertakes to accept the responsibility for all activities that occur under the user’s SPENNX account. In the event of loss or theft of the user’s SIM card and/or mobile phone; or the user has any reason to believe that unauthorised access to his/her SPENNX account has occurred, the user must inform us immediately so that access to the account can be blocked pending the time the user resolves the matter with the mobile operator, replaces the sim card/phone or proper investigation is conducted on the unauthorized access to the user’s account. We are not responsible for the losses that the user may incur in the event of loss or theft of the user’s SIM card and/or mobile phone, mistake in transacting and unauthorized access to the user’s account.

6. SENDING MONEY

6.1 Funding Your Account: To fund your account on  SPENNX platform, you must use a valid and authorized funding instrument (e.g., debit or credit card, bank account, or any other method approved by us) (each a “Funding Instrument”). We reserve the right to determine the types of Funding Instruments we accept and may limit the number and type of Funding Instruments associated with your account. You may not use any Funding Instrument that:

• Is expired, invalid, or restricted
• Is not lawfully owned or controlled by you.
• Originates from a jurisdiction, financial institution, or account holder subject to sanctions administered or enforced by the United Nations, European Union, United States (e.g., OFAC), United Kingdom (e.g., OFSI), or other applicable sanctions authorities. 

6.2 Use and Verification of Funding Instruments: By providing a Funding Instrument, you represent and warrant that you are the lawful and authorized user of such instrument; and you authorize us to verify the Funding Instrument’s validity and standing, including by initiating nominal authorizations or debits, in line with applicable payment network rules. You further authorize us to store your Funding Instrument details for processing current or future Transactions, fees, or other charges arising under this Agreement. We reserve the right to reject or suspend the use of any Funding Instrument if:

• It is linked to jurisdictions or entities subject to international financial sanctions.
• Its use would expose SPENNX to risk, liability, or regulatory non-compliance.

7. PROCESSING OF TRANSACTIONS

7.1 Submission of a transaction constitutes your request for SPENNX to execute the payment. We may accept or decline this request at our discretion. You acknowledge and agree that:

• We are under no obligation to process any transaction where you are in material breach of this Agreement, including engagement in any Restricted Activities clause.
• Our Services are intended for personal, and business/commercial use. Use of SPENNX platform outside these purposes without our express written consent is prohibited and may result in account suspension or termination.

We do not permit transactions that involve sanctioned countries, entities, or individuals as designated by international sanctions lists (e.g., OFAC SDN List, EU Consolidated List, UN Consolidated List) or prohibited end-use categories (e.g., military, dual-use goods, or financing of terrorism).

7.2 Transaction Execution Timeline: Subject to applicable law, sanctions screening, and verification requirements, we shall use reasonable skill and care to ensure the timely execution of transactions. Upon receipt of a valid transaction order, we aim to execute as follows:

• Immediately or as soon as payment networks and partners approve the transactions; or
• Within a timeframe disclosed to you at the time of submission.

These timelines are conditional upon compliance with all applicable legal obligations, including anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions checks. Transactions flagged for additional screening may be delayed or declined without notice.

7.3 Required Information and Conditions: We are only obligated to process transactions when:

• You provide complete and accurate details, including your identity and that of the recipient and all mandatory details which are requested to be provided by you when you complete our payment transaction execution flows. We will not be liable to you for any losses associated with the execution of a transaction if you don’t provide us with the correct, accurate and complete details of your recipient (including, without limitation, their banking details).
• There are sufficient cleared and unrestricted funds in your SPENNX account.
• You provide valid and lawful consent to process the transaction in the manner we reasonably require (which may include you providing your e-mail and password or your selfie), you click on the “Send Money” button or other buttons which are made available via our Service which tell us that you consent to the transaction being processed; and/or you instruct us to make a transaction in any other reasonable way which we may tell you about when you wish to carry out a transaction when using our Service.
• You and the transactions are not subject to sanctions, AML/CTF concerns, or regulatory restrictions.

We reserve the right to delay or refuse transactions to comply with:

• Applicable sanctions laws.
• Mandatory customer due diligence such as when we carry out spending limit ‘tier reviews’, carry out fraud and anti-money laundering checks, validate your Funding Instruments and otherwise comply with laws and/or manage our financial risk.
• Risk management or fraud prevention controls.

7.4 Authorization to Debit Your Funding Instrument and/or Your SPENNX Account: You authorize us to debit your designated Funding Instrument and/or your SPENNX account for each transaction and for any associated fees or charges. If the initial payment attempt from your Funding Instrument fails, you authorize us to retry the same or a different valid Funding Instrument on file. Once the instruction is provided on the SPENNX platform, it cannot be revoked, as the blockchain technology cannot be reversed. A user instruction is provided to us when such instruction is properly confirmed in the SPENNX platform by swiping the “confirm” button or any similar buttons.

7.5 You may revoke this authorization to debit your Funding Instrument at any time by removing the Funding Instrument from your account or closing your SPENNX account, provided no pending transactions remain. Use of any Funding Instrument constitutes your representation that such use does not violate any applicable law, regulation, or sanctions regime.

7.6 We will not be responsible for any errors or omissions made by the user while performing transactions via SPENNX platform. In the event of using the SPENNX platform for payments for any goods or services, we shall not be held liable for any defects, damages, or failure to perform Services arising from errors of the user in entering the due amount payable to the service provider or any acts or omissions that can raise dispute(s) by the user and the service provider whatsoever.

7.7 We may, from time to time and at its sole discretion, require the user to provide additional identification or confirmation of the user’s instructions or to enable such user to perform activities through the SPENNX platform. In such an event, the afore-mentioned activity may be suspended until we can perform the necessary authentication.

7.8 We may assign the transaction limit pursuant to applicable and change the already assigned limits according to any amendments in the provisions of the applicable law without prior notice.

7.9 Transaction History: Unless your access to the Services has been suspended, restricted, or terminated in accordance with this Agreement, you may access details of your executed payment transactions, applicable fees, and other related information by logging into your SPENNX account. By using the Services, you expressly agree to access your transaction history via your profile and waive any right to receive periodic account statements by post, unless otherwise required by applicable law. 

7.10 You acknowledge and agree that any recipient details you add to your profile will be recorded by us to facilitate future transactions to such recipients. By doing so, you represent and warrant that you have obtained all necessary authorizations to share such recipient information with us, you designate these recipients as “trusted recipients,” and you assume full responsibility for the accuracy and legitimacy of the information provided. We will provide, via your SPENNX profile, downloadable transaction reports that contain:

• The date and amount of each transaction.
• The applicable exchange rate and amount of any currency conversion.
• A breakdown of all fees, charges, and any taxes levied (if applicable).
• The identity of the recipient (where available); and
• Any reference number or identifier enabling you to trace the Transaction.

7.11 We will update your transaction history only where activity has occurred, or fees have been incurred during the relevant reporting period. The information will be presented in a manner that enables you to store and reproduce it in an unchanged format, including by printing or electronic download. Transaction records shall remain accessible to you through your profile for a minimum of thirteen (13) months from the date on which the information is first made available, or for any longer period required under applicable law.

7.12 Accuracy of Transaction Instructions and Irrevocability: You acknowledge and agree that it is solely your responsibility to ensure that all details provided in connection with any transaction including but not limited to the recipient’s name, account number, and pay-out details are complete, accurate, and correct at the time of submission. Upon receipt of your transaction payment by us, and except as otherwise expressly provided under this Agreement or required by applicable law, the transaction shall be deemed irrevocable and cannot be amended, reversed, or cancelled by you. We shall not be liable for any loss, delay, or failure to process a transaction arising from inaccurate, incomplete, or incorrect information provided by you. 

7.13 Notwithstanding the foregoing, you may have a right to request cancellation or a refund of a transaction:

• If the transaction has not yet been processed or completed.
• If the transaction is pending and subject to internal review or compliance checks; or
• In other limited circumstances as permitted under applicable law and in accordance with the Refunds and Cancellations clause.

Any request to cancel or amend a transaction shall be subject to our reasonable discretion and operational feasibility and may be conditional on the recipient’s consent and the return of funds. We reserve the right to charge an administrative fee where applicable.

8. PAYING OUR SERVICES AND CURRENCY EXCHANGE

8.1 Our Service Fee: In consideration for the Services we provide, you agree to pay us a service fee for each transaction you submit, in addition to the transaction amount. This fee is payable at the time you submit the transaction. Clear details about the specific service fee related to your transaction will be presented to you before you give your consent to proceed, allowing you to decide whether to accept the fee. You can also find detailed information about our service fees on our website. 

8.2 For certain services, we may choose to waive the service fee. Payment of both the service fee and the transaction amount in the applicable currency is due immediately and payable by you to us at the time the transaction is submitted by you for processing. You agree that we may deduct any service fee or other fees owed by you from the transaction amount before making funds available to your nominated recipient.

8.3 Payments for our Services including both the transaction amount, and any applicable service fee must be made in accordance with the payment instructions provided by our Service; and we are not obligated to accept any payment methods other than those we notify. If you attempt to pay by an unauthorized method (e.g., cash or other unapproved means), we are under no obligation to provide the Services, and this will be considered a material breach of this Agreement.

8.4 Each time you submit a transaction, you authorize us to charge your Funding Instrument or your SPENNX account for the transaction amount and any applicable fees owed to us before we process the payment or complete any other related transaction. Should a bank transfer be available as a way to fund your account, the user shall be responsible to pay all the charges imposed by the financial institution of the user’s choice, through which the user completes the bank transfer. 

8.5 We shall not be liable for any delays or errors of the user or the financial institution of the user’s choice in completing the bank transfer. The user shall be solely responsible to pay all the charges necessary to return the transfer, should the bank transfer be completed with an error, including but not limited to error(s) in narration or transfer exceeding the transaction limits prescribed under the applicable laws. In other words, the user is entirely responsible for the successful completion of the bank transfer until it reaches the SPENNX account.

8.6 Other fees you may owe us: If you submit a transaction that causes us to incur fees due to the improper use of your Funding Instrument, you agree to reimburse us for the full amount of those fees. This includes, but is not limited to, fees such as “NSF fees” (non-sufficient funds), “chargeback fees,” or any similar charges. You agree to pay these additional fees promptly upon our notification that such fees have been incurred. For the avoidance of doubt, an NSF fee (also known as an “insufficient funds” fee) is charged by our banking partners when the bank account you use to fund your transaction lacks sufficient funds to complete the payment. A chargeback fee occurs when a cardholder disputes a charge with their card issuer (e.g., a bank) claiming the payment was unauthorized or fraudulent. If the card issuer, then reverses the payment and charges us a fee, you agree to reimburse us for that fee.

8.7 Currency Conversion and Exchange Rates: Our Services allow you to send money transfers in certain currencies as well as the currency used in the recipient’s country or region, though other currencies may sometimes apply. Our SPENNX platform will automatically calculate the currency available to your recipient and display the applicable exchange rate. You will have the opportunity to review and confirm this information before completing your transaction, and it will also be included in your transaction confirmation notice. 

8.8 You acknowledge and agree that we may generate revenue from the exchange rate applied to your transaction. By instructing us to process a transaction through our Service, you consent to the use of the exchange rate calculated for that transaction.

8.9 You are solely responsible for reporting and paying any taxes that may arise from your use of the Services. You agree to comply with all applicable tax laws, including, without limitation, the obligation to report and pay any taxes related to Transactions carried out through the Services.

9. COMPLIANCE WITH SANCTIONS AND RESTRICTED PERSONS POLICY

9.1 You acknowledge that we are subject to sanctions laws, anti-money laundering (AML), and counter-terrorism financing (CTF) obligations under the laws of the European Union, United Kingdom, United States, Canada, Nigeria, United Nations, and other applicable legal and regulatory frameworks within the jurisdictions we operate in.

9.2 Accordingly, you represent and warrant that you are not a person, group, or entity listed on, owned by, or controlled by persons or entities listed on any applicable sanctions list maintained by:

• The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), including the Specially Designated Nationals and Blocked Persons (SDN) List.
• The United Nations Security Council Consolidated List.
• The European Union Consolidated Financial Sanctions List.
• The UK Office of Financial Sanctions Implementation (OFSI) Consolidated List; or
• Any other sanctions list maintained by a relevant government or supranational authority with jurisdiction over us.

9.3 You are not located in, ordinarily resident in, or accessing our services from a comprehensively sanctioned country or territory, including but not limited to: Iran, North Korea, Syria, Cuba, the Crimea Region, Donetsk and Luhansk (Ukraine), or any other region subject to comprehensive territorial sanctions.

9.4 You will not use the Services to conduct or facilitate transactions with, for the benefit of, or on behalf of any sanctioned person, entity, or jurisdiction.

9.5 We reserve the right to screen all users, transactions, and related data against applicable sanctions lists and may, at our sole discretion, block, suspend, cancel, or report any transaction or user activity that we believe violates sanctions, regulations or presents legal or regulatory risk.

9.6 We are under no obligation to process or complete any transaction that we determine, in our reasonable judgment, may place us, our affiliates, officers, or partners in breach of applicable law or expose us to reputational, regulatory, or enforcement risk.

10. OUR RIGHT TO LIMIT OR RESTRICT YOUR USE OF THE SERVICE

10.1 We reserve the right, at our sole discretion, to refuse, limit, delay, suspend, or cancel any transaction or your access to the SPENNX Services if we determine such action is reasonably necessary to:

• Comply with applicable legal, regulatory, or contractual obligations.
• Prevent fraud, money laundering, terrorist financing, or other illegal or harmful activities.
• Manage risk and ensure the integrity and security of our platform.
• Where the user fails to comply with these terms, or any other instructions given by us from time to time.
• Where the user undertakes activities other than the ones contemplated under this Agreement in relation to our Services.
• If we have a reason to believe that the user’s account was or is being used in an unauthorized, unlawful, improper, or fraudulent manner in connection with money laundering and terrorism financing, criminal activities or otherwise.
• Where the user notifies us that the details of the user’s login credentials are forgotten, the sim card is lost, the phone is stolen, or the login credentials have been disclosed to any other party. For purposes of preventing fraudulent use of the services, the user is obliged to inform us immediately of any account access details known or thought to be known by unauthorized persons.
• Where the user requests for his/her/their account to be suspended, closed, or blocked.
• For any other reason which is in accordance with the applicable law and regulations.
• Protect you, other users, or us from financial loss or reputational harm.

10.2 We may also set transaction limits on the amount you can send or receive either per transaction, daily, monthly, or cumulatively. These limits are based on factors including (but not limited to):

• The verification status and activity level of your SPENNX profile.
• Your transaction history, geographic location, and the recipient’s location.
• Regulatory restrictions applicable in your or the recipient’s country.
• Risk assessments (including fraud detection and anti-money laundering screening).

10.3 We may also apply limits to linked accounts, including those under the same ownership or control, or those with similar user attributes, where we detect suspicious or unusual activity.

10.4 If your account has been suspended due to a less serious violation (as determined by us and subject to change from time to time), we may reinstate your account once the issue has been resolved. To request reinstatement, you must no longer be in breach of our terms and submit a written request for account reinstatement. Approval of the request is at our discretion.

10.5 Accounts suspended for more than one year will be terminated. We reserve the right to immediately terminate the user’s account if, upon reinstatement of a suspended account, the user continues using the account for misconduct or wrong practices of any kind whatsoever. We will not be responsible for any direct, indirect, consequential, or special damages arising from suspending, restricting, or blocking the user’s account, whether the suspected behaviour being the underlying reason for the user’s account to be suspended, restricted, or blocked is proven to have occurred or not.

10.6 You acknowledge that we may use automated fraud detection systems, machine learning models, and other forms of risk profiling to assess your activity and enforce such limits.

11. PROHIBITED AND RESTRICTED ACTIVITIES

11.1 You must not use SPENNX platform for any of the following Restricted Activities, and we may take action if we believe you are involved in:

• Using SPENNX platform  (or we reasonably suspect that you have used or will use our Services) in violation of applicable laws, including laws related to fraud, money laundering, terrorist financing, or sanctions violations.
• Using the Service in connection with pornography, sex-related services, gambling, counterfeited goods, tobacco products, firearms, prescription drugs, controlled substances, drug paraphernalia, chemicals or any similar goods/services that may be prohibited by law or our policy.
• Attempting to exploit, manipulate, or bypass SPENNX platform’s technical limits, transaction rules, or security checks.
• Breach of any material provision of our User Agreement or other agreement with us. This includes knowingly interacting with recipients who breach the terms of our Agreement.
• Providing false, misleading, incomplete, or inaccurate information during Profile registration, KYC/KYB/AML checks, or while initiating transactions.
• Refusing to cooperate with us in any lawful investigation, including by failing to provide requested information, documents, or confirmations.
• Operating or being linked to another profile that has been involved in Restricted Activities.
• Using SPENNX platform from a jurisdiction not authorised by us, or using VPNs, anonymisers, or other tools to obscure your location or identity.

• Using bots, scrapers, or any device/software to access, copy, or manipulate our website, mobile app, web platform or proprietary content, including intellectual property.

11.2 Consequences of Restricted Activity: If you engage in any Restricted Activity or if we have evidence or reasonable suspicion that a breach has occurred or may occur.

• Your profile or a related profile is compromised or used fraudulently; or
• Any other event under this Agreement permits us to intervene.

Then we may, without prior notice or liability to you, take the actions listed in Section 11.3. below.

11.3 Depending on the nature and severity of the issue, we may take one or more of the following actions:

• Refuse, delay, reverse, or modify any payment instructions, including those sent to external payment providers.
• Temporarily or permanently suspend your profile, restrict access to specific services or Funding Instrument, or terminate your use of the SPENNX platform entirely.
• Edit, modify, refuse to post any content and/or refuse to carry out any payment instruction or data transfer associated with any Restricted Activity; and/or
• Report the transactions and your activity to relevant authorities, including data protection agencies, financial regulators, and law enforcement.
• Seek damages or legal redress where your conduct causes harm to SPENNX, its partners, or other users.

11.4 If we take action to suspend or restrict your use of SPENNX platform, we will notify you (unless prohibited by law) via one of the following channels: email; in-app notification; SMS; phone call; or another secure method. We will explain the reason for the action either before it takes effect or as soon as reasonably possible afterward, unless doing so would compromise investigations, security protocols, or regulatory obligations. Once the reason for the restriction no longer exists, we will aim to reinstate your access promptly, where appropriate. Restrictions on your use of SPENNX platform do not affect any legal obligations or rights that arose before the restriction or suspension.

11.5 Your Right to Dispute or Appeal: Nothing in this section limits your right to:

• Contact our customer support for informal resolution.
• File a formal complaint through our internal complaints process.
• Escalate a dispute to an external ombudsman, regulatory body, or court.

See Dispute Resolution and Complaints clause for more information on how to proceed if you disagree with our decisions.

12. DISCLOSURE

12.1 Personal data collected or received from the user shall be handled with the strictest confidentiality and in compliance with all applicable data privacy laws and regulations. User acknowledges that the processing of user’s data will be performed in conformity with Privacy Policy, and the user hereby confirms that he/she/they have read, understood, and accepted our Privacy Policy.

12.2 User’s data shall be stored and processed strictly in accordance with the purposes relevant to our Services in the manner specified from time to time including processing data for third-party services to perform identity verification and other similar activities, and for no other purpose or in any other manner except with the express prior written consent of the data owner herein referred to as the user.

12.3 The user consents to us or any of our officers, agents and subcontractors processing personal data of the user strictly we may disclose any information relating to the user as they may consider appropriate to third parties to whom disclosure is permitted or required by any statutory provision or law or for any purpose whatsoever in relation to our Services and it is hereby agreed that we and any of our officers, agents, subcontractors may disclose information to the fullest extent permitted by any statutory provisions of the law.

Transfer of Your Personal Data Outside Your Territory

12.4 When you use our Services whether through our website, mobile app, or by creating and managing your profile, you acknowledge and agree that certain personal data you provide to us may be transferred to, accessed from, or processed in countries outside your territory. These international transfers are necessary to enable us to:

• Deliver our Services to you efficiently and securely;
• Fulfil our contractual obligations;
• Operate global infrastructure and customer support services;
• Conduct anti-fraud, identity verification, and risk management procedures.

This may involve the transfer of your data to:

• Our affiliated companies and service providers located in countries within the European Economic Area and the United States, and;
• Other jurisdictions where privacy and data protection laws may not offer the same level of safeguards as those in your home country or under the General Data Protection Regulation (GDPR).

To protect your information, we ensure that all such transfers are made in accordance with applicable data protection laws, using appropriate safeguards such as:

• Standard Contractual Clauses (SCCs) approved by the European Commission;
• Binding Corporate Rules (where applicable); or
• Transfers to organisations certified under approved data protection frameworks (e.g., the EU-U.S. Data Privacy Framework).

You can find more detailed information about how we protect your personal data and the specific safeguards we apply in our Privacy Policy. 

By using our Services, you explicitly consent to the transfer, processing, and storage of your personal data outside your territory as.

13. CONFIDENTIALITY

13.1 We  respect the right to privacy and confidentiality of the user’s information. The user authorizes us to keep and use any or all the information provided to us during the registration process, as well as upon later update of the user’s information; to verify the user’s information and correctly provide the associated Services.

13.2 We shall hold in confidence and not disclose user’s confidential information to third parties except as permitted by this Agreement.  We shall use confidential information to fulfil our obligations and exercise our rights under this Agreement and shall not use confidential information for any purpose other than as outlined in this Agreement without prior express written consent of the user.

13.3 The user agrees that except as provided by the provisions of any law, or regulation which is binding on the user or unless otherwise agreed in writing with us, the user shall not disclose publicly or otherwise or describe any transactional, legal, marketing, commercial, sales, scientific, information technology, technical and all other Confidential Information received from us, that the user has access to knowingly or unknowingly or made available to the user pursuant to the fulfilment of our obligations under this Agreement.

13.4 We shall protect and safeguard the confidential information against any unauthorized use, disclosure, report, transfer, or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care. Where applicable, we shall restrict disclosure to those of our employees, consultants, officers, directors, contractors, and subcontractors who clearly have a need to know such information, and then only to the extent of such need-to-know, and only in furtherance of the specific purpose of this Agreement.

13.5 If it is discovered that the user has under any circumstances disclosed or otherwise made accessible or known to any third parties including competing entities, any information, documentation, strategies, statistics, commercial, business, customer information or transaction or so otherwise which it receives from us, our customers, any of its consultants or other agents, in relation to our Services, we shall be entitled to terminate the Agreement and claim any damages we may have suffered due to the disclosure by the user.

14. ERROR RESOLUTION, CANCELLATIONS, AND REFUNDS

14.1 Transaction Security for Unauthorized Use and Reporting Errors. 

We are committed to maintaining and ensuring the integrity and security for all transactions made through your SPENNX Profile. If you become aware of any unauthorized, incorrect, or suspicious activity on your account, you must notify us as soon as reasonably possible, without undue delay.

You will not be held liable for any unauthorized use of your SPENNX Profile or Services, provided that all of the following conditions are met:

• You did not act fraudulently or with gross negligence.
• You took reasonable precautions to keep your login credentials confidential and secure; and
• You reported the issue to us promptly upon discovery.

To ensure we can take appropriate action, you must report any error, unauthorized transaction, or security-related concern within six (6) months of the transaction date. If you fail to notify us within this period, we may not be able to investigate the matter or process a refund.

To report an issue, please contact us using the details provided in Section 22 or email us directly at support@spennx.com.

14.2 Refund Processing and Limitations

Refunds will be issued to the same payment method (Funding Instrument) used for the original transaction. All refunds will be made in the same currency as originally paid. We do not adjust the refund to account for:

• Exchange rate fluctuations; or
• Changes in currency value between the time of payment and the refund.

If your original payment method is no longer valid and no mutually acceptable alternative can be agreed upon, we reserves the right not to issue a refund.

We are not responsible for losses or failed refunds arising from:

• Incorrect recipient information provided by you; or
• Transactions made to third parties other than SPENNX that are not recognised by our systems.

15 DORMANT ACCOUNT

15.1 To comply with applicable laws and regulations, we monitor user activity and may designate an account as dormant if there is no transaction or login activity over a specified period, as defined by the laws of the country in which the user resides or where the account is maintained.

Once an account is classified as dormant:

• We may restrict access to the account or certain services until the account is reactivated.
• We may be required to notify the account holder prior to dormancy, in accordance with local laws.
• In some jurisdictions, we may be legally required to transfer the remaining balance in the account to a government authority (such as an unclaimed property office or central bank), after a defined dormancy period.

To avoid dormancy, we encourage users to periodically log in to their SPENNX account and ensure their contact details are up to date. If your account has been marked as dormant, you may contact us to request reactivation, subject to identity verification and any applicable fees or legal requirements. For more information or assistance with a dormant account, please contact us using the details provided in Section 22 or email support@spennx.com.

16. HOW LONG DOES THIS AGREEMENT LAST AND HOW CAN IT BE ENDED?

16.1 This Agreement begins when you accept it and continues until either you or we end it. There is no minimum term, and you may stop using the service at any time, subject to the terms below.

16.2 You can end this Agreement at any time and for any reason by closing your SPENNX Profile or contacting us.   Once your Profile is closed, your access to SPENNX Services will end.

16.3 Both Parties shall have the right to terminate this Agreement if

16.3.1 The other Party fails to perform any of its obligations or commits a material breach of any provisions of this Agreement which cannot be remedied, or which is capable of being remedied, but the other Party has failed to remedy the breach within seven (7) days of receipt of notification of breach from the other Party.

16.3.2 Either Party may terminate this entire Agreement as to all or the extent of the non-performance and breach of provisions herein including but not limited to:

1. failure to provide accurate/complete personal data or failure to update the personal data.
2. failure to comply with our KYC/KYB standards.
3. performance of a suspicious transaction by the user.
4. misuse of the Services or any part of the Services.

16.4 We may terminate this Agreement with immediate effect, thereby ending the relationship and blocking the user’s account and his/her rights thereof without prior notice or liability to the user or any third party if:
16.4.1  The user practices unethical conduct, suspicious transactions, or fraudulent activities in the use of the Services and on the SPENNX Platform.
16.4.2 We suspect the occurrence of unauthorized usage of the user’s SPENNX account.
16.4.3 the user is being declared bankrupt or insolvent.
16.4.4 in the case of individuals, sole proprietors, or partners, who dies or becomes mentally incapacitated.
16.4.5 The user violates any provisions of the laws and regulations, and such violation warrants terminating the relationship between us and the user.

16.5 Upon termination, the right granted to the user shall cease and revert to us.  All amounts owing by either Party to the other shall become immediately due and payable including the cost that we incurred as a result of immediate termination unless we have been otherwise instructed by the relevant authorities to withhold paying amounts due to the User.

16.6 Upon termination, the user’s rights shall terminate, and the user’s account shall be blocked and become inaccessible on the SPENNX Platform.

16.7 The provisions of this clause shall survive any termination of this Agreement. Termination or expiration of this Agreement shall not relieve the user of its obligations regarding confidentiality and nondisclosure.

17. INTELLECTUAL PROPERTY

17.1 For the purposes of this Agreement, Intellectual Property refers to any intangible creation of the mind, including but not limited to trademarks, service marks, brand names, logos, inventions, software code, technical processes, designs, text, audio-visual works, music, know-how, or other proprietary materials or expressions of ideas that may be protected by intellectual property laws.

17.2 You acknowledge and agree that all rights, title, and interest in and to the Services, including but not limited to the website, mobile application, software, content, graphics, logos, icons, and other materials provided or made available to you (collectively, the “Company Materials”), are and shall remain the exclusive property of us, our affiliates, or our licensors (collectively, the “Company Intellectual Property”). Except as expressly permitted under this Agreement, no rights or licences are granted to you, whether by implication, estoppel, or otherwise.

17.3 Subject to your continued compliance with this Agreement, we hereby grant you a limited, non-exclusive, non-transferable, revocable licence, non-sublicensable right, to access and use the Services and Company Materials solely for your personal, non-commercial use and strictly in accordance with the terms of this Agreement. This licence does not include any right to modify, reproduce, distribute, publicly perform or display, reverse engineer, decompile, disassemble, or create derivative works from any part of the Services or Company Materials.

17.4 You agree not to (i) remove, alter, or obscure any copyright, trademark, patent or other proprietary rights notices embedded in or affixed to the Services or Company Materials; (ii) use the Services or Company Materials in any manner that infringes or misappropriates our intellectual property rights or those of any third party; or (iii) use the Services in any manner not expressly authorised by this Agreement.

17.5 Except as expressly stated herein, this Agreement does not transfer any intellectual property rights to you, nor does it confer upon you any rights or licences in or to any patents, copyrights, trade secrets, trademarks, or other intellectual property belonging to us or our licensors, whether existing at the commencement of this Agreement or developed during its term.

17.6 If you or your authorised personnel provide us with any feedback, suggestions, enhancement requests, recommendations, ideas, or other input relating to the Services or Company Materials (collectively, “Customer Input”), you agree that all right, title, and interest in and to such Customer Input shall vest in us upon submission. You hereby assign to us all rights in such Customer Input and waive any moral rights you may have. We shall have the unrestricted right to use, reproduce, modify, disclose, or otherwise exploit the Customer Input for any purpose, commercial or otherwise, without compensation or obligation to you. You further agree to execute any documents and take any actions reasonably requested by us to perfect and protect our rights in the Customer Input.

17.7 Any copying, reproduction, recording, editing, modification, adaptation, distribution, or public display of any part of the Services or Company Materials not expressly permitted under this Agreement is strictly prohibited.

18 RECORDING AND REPORTING

18.1 We shall take appropriate measures to ensure the safekeeping, confidentiality, and integrity of all relevant records, data, information, and documentation pertaining to the User and their use of our Services.

18.2 Subject to applicable laws and regulatory obligations in each jurisdiction where our Services are offered or accessed, we shall provide timely, full, and unrestricted access to our internal systems, records, reports, documentation, and personnel to any competent regulatory authority or other duly authorised entity exercising oversight over our Services and business operations. Such access shall be granted to the extent necessary to fulfil legal, supervisory, or compliance obligations.

18.3 The user acknowledges and agrees that we, or any authorised party acting on our behalf, may collect and retain records of the user’s personal data, communications with us, and transactional history, in accordance with applicable data protection and financial services laws. This retention is conducted to ensure transparency, accountability, and compliance with our legal and regulatory obligations.

19 CHANGES TO THIS AGREEMENT AND OUR SERVICES

19.1 Subject to applicable law, we reserve the right, at our sole discretion, to modify, amend, or update this Agreement at any time without prior consent or approval from the user.

19.2 We may, from time to time, introduce modifications, upgrades, maintenance releases, or new features and functionalities to its Services. This may include but is not limited to:

• Software updates or digital content changes,
• Security enhancements,
• Bug fixes or performance improvements,
• Additional support tools or user resources.

19.3 Such updates will be governed by this Agreement (as amended) or may be subject to supplemental terms provided at the time the new service functionality is made available. Where applicable, users may be required to update their digital content to maintain compatibility or performance with the Services.

19.4 We may amend this Agreement for any reasons including but not limited to the following:

• To benefit the user or where the change does not affect the user’s rights or obligations;
• To correct manifest errors, omissions, or ambiguities;
• To reflect changes in our products, services, or features;
• To accommodate structural changes in our business or affiliates;
• To reflect changes in IT infrastructure or service delivery processes;
• To address customer demands or improve user experience;
• To align with prevailing market practices;
• To comply with changes in applicable laws or regulations;
• To meet regulatory obligations;
• To adapt to changes in agreements with service providers;
• To reflect updated industry standards or codes of conduct; and/or
• To adjust for legitimate cost fluctuations in service provision.

19.5 Any such modifications shall be published on the official our websites (www.spennx.com) and within the SPENNX Platform. The title of the Agreement shall reflect the updated date, and unless otherwise specified such changes shall take effect 14 days after publication (“grace period”) unless otherwise announced. . In certain cases, the updated Agreement may be presented to the User at the point of initiating a transaction or during login. 

19.6 Where the proposed modifications are considered material, we will notify the user through direct communication (including email, in-app notification, or on the official website), providing at least 14 days’ prior notice before such changes take effect, unless a longer period is required by law. 

19.7 Changes made for legal or regulatory reasons shall take effect immediately upon publication while changes made to incorporate new functionalities where existing functionality remains unchanged shall also take effect immediately upon publication.

19.8 If a user does not agree to the revised Agreement, the user must notify us in writing and close their account before the effective date of the amendments. Continued use of the SPENNX Platform or Services after the effective date shall constitute deemed acceptance of the revised Agreement, and the user shall be bound accordingly.

20 SUSPENSION OF OUR SERVICES

20.1 We reserve the right to temporarily suspend access to or the provision of all or part of our Services at any time, with or without notice, where reasonably necessary. Such suspension may occur for reasons including, but not limited to:

• Performing scheduled or emergency system maintenance, upgrades, or repairs;
• Addressing technical issues, service errors, or system outages;
• Implementing updates or changes to our Services, whether initiated by us or requested by you;
• Complying with applicable laws, regulations, court orders, or directives issued by a competent authority.

20.2 Where reasonably practicable, we will endeavour to provide advance notice to you of any planned service suspension. However, we are under no obligation to do so and may, in certain cases, suspend Services without prior notice, including in situations requiring urgent technical or legal compliance measures.

20.3 To the fullest extent permitted by applicable law, we shall not be liable to you or any third party for any direct, indirect, incidental, or consequential loss, damage, or inconvenience arising from or in connection with the temporary unavailability, suspension, or interruption of the Services, regardless of whether such suspension was planned or unplanned, and whether or not notice was provided.

21, SUCCESSION AND ACCESS TO FUNDS UPON DEATH

21.1 In the event of the death of a user, the determination of the rightful beneficiary(ies) entitled to access and receive any funds or assets held in the deceased user’s SPENNX account shall be governed by the applicable laws of succession in each territory of operation. This includes, but is not limited to, the Administration of Estates Law, customary law (where applicable), and any validly executed Will of the deceased.

21.2 No release or transfer of such funds shall be effected by us until satisfactory legal documentation is provided. This may include a Grant of Probate, Letters of Administration, or other legally recognized proof of authority to administer the deceased’s estate, as issued by a competent court or authority.

21.3 We shall not be liable to any person claiming entitlement to the deceased’s account balance unless and until the statutory requirements under the applicable succession law have been fulfilled.

22 COMPLAINTS

22.1 If a customer is dissatisfied with any aspect of the Services, the user may submit a formal complaint by contacting our Customer Support through the “Contact Us” section on the SPENNX Platform or via our official website at www.spennx.com. 

22.2 A comprehensive outline of our complaint handling procedure is available on the website and will guide customers on how their concerns will be addressed and resolved.

22.3 In cases where you suspect unauthorized use of your SPENNX account, believe you may have been a victim of fraud, or suspect that your registered email address or login credentials have been compromised, you must notify us without delay on support@spennx.com. 

22.4 If you are aware of any misuse or inappropriate use of our  Services by any individual or entity, please report such incidents by email to support@spennx.com. Additionally, if you receive any fraudulent or suspicious emails claiming to be from SPENNX (phishing attempts), kindly forward them immediately to support@spennx.com for investigation and appropriate action.

23. USER REPRESENTATIONS AND WARRANTIES

23.1 By accepting this Agreement and using the SPENNX Platform or any of our Services, the user represents, warrants, and agrees as follows:

23.1.1 The user affirms that they are legally competent, capable and authorized to enter into a binding agreement with us under applicable laws.

23.1.2 The user confirms that they are not a Politically Exposed Person  (PEP) as defined under applicable anti-money laundering regulations. Should the user become a Politically Exposed Person (PEP) after account creation, the user undertakes to notify us promptly.

23.1.3 All information provided by the user during registration and throughout their use of the SPENNX Platform and other Services is true, accurate, complete, and up to date. The user undertakes to promptly update us in the event of any changes.

23.1.4 The user expressly consents to the collection, storage, and processing of their personal data by us and/or its authorized third-party service providers for the purpose of delivering our Services, in accordance with applicable data protection laws.

23.1.5 The user confirms that all funds transferred to or through the SPENNX platform are their lawful property and are not derived from, or intended for use in, any unlawful or criminal activity.

23.1.6 The user agrees not to use our Services in any unlawful, abusive, fraudulent, or unauthorized manner.

23.1.7 The user acknowledges that content accessed through the SPENNX Platform may be protected by intellectual property laws and undertakes to respect all such rights.

23.1.8 Where the user uploads, posts, or otherwise makes content available via the SPENNX Platform, the user acknowledges that such content may be accessible by us. The user assumes sole responsibility for the content shared and any legal or reputational consequences that may arise.

23.1.9 The user agrees not to engage in any activity intended to circumvent, compromise, or otherwise interfere with the security features of SPENNX Platform and any of our other Services, including but not limited to unauthorized access or control.

23.1.10 The user acknowledges that not all features or functionalities of the SPENNX Platform may be available in all jurisdictions, and that availability may vary depending on location or local regulations. The user agrees to hold us harmless from any claims, losses, or liabilities arising from such limitations.

24 DISCLAIMER

24.1 The Services and SPENNX Platform including website, mobile application, and all associated content and functionalities are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted under applicable law, we expressly disclaim all warranties, representations, and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, system integration, and uninterrupted or error-free operation.

24.2 Without limiting the foregoing, we make no warranty or representation that the Services or SPENNX Platform’s operation will be uninterrupted, timely, continuous, error-free, completely accurate, reliable, or suitable for any particular purpose or that they will be compatible with all devices or systems, free from viruses or other harmful components, or meet the user’s specific needs or expectations. Availability of the Services may vary by access channel (e.g., web browser versus mobile app), location, or other factors.

24.3 The user acknowledges that they have not relied on any representation, statement, or warranty made by us or any third party acting on its behalf, except as expressly set forth in this Agreement.

24.4 To the extent permitted by applicable law, we will not be held liable for any direct, indirect, incidental, special, consequential, or punitive loss or damage incurred by the user arising from any act, omission, negligence, wilful misconduct, insolvency, fraud, or failure on the part of any third-party financial institution, including but not limited to banks or custodians with whom user funds are held. While we exercise reasonable care in selecting reputable banking and financial partners, it does not guarantee the financial soundness, solvency, or continued existence of such institutions. Accordingly, we will not be liable for any loss of user funds resulting from events such as insolvency, liquidation, receivership, or regulatory intervention involving such institutions.

24.5 Although we make commercially reasonable efforts to ensure timely processing of transactions and continued access to its Services, it does not guarantee that the Services will be continuously available, secure, or error-free. We will not be liable for any delay or failure in the performance of the Services, including transaction processing, that is caused by factors beyond its reasonable control, including but not limited to: (i) force majeure events; (ii) system or technical failures; (iii) cyberattacks or unauthorized access; (iv) scheduled or emergency maintenance; or (v) regulatory or legal requirements.

24.6 If the user is dissatisfied with the Services, the sole and exclusive remedy is to discontinue use of the Services and, where applicable, request closure of their user profile by contacting us through the designated support channel.

25 LIMITATION OF LIABILITY

25.1 The user shall be solely responsible and liable for any negligent, wrongful, fraudulent, or unlawful act or omission arising from their use of the SPENNX Platform or Services. We reserve the right to hold the user accountable for any damages, losses, costs, or claims arising therefrom.

25.2 To the fullest extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of revenue, profits, anticipated savings, data, business opportunities, or goodwill, arising out of or in connection with:

• The use or inability to use the SPENNX Platform or our Services;
• Any technical or service disruptions;
• The content, conduct, or actions of any third party through links provided on our platform; or

25.3 To the fullest extent permitted by applicable law, we shall not be liable to the user for any loss, claim, action, expense, damage, or injury of any kind whether direct, indirect, incidental, consequential, special, exemplary, or otherwise arising out of or in connection with the user’s acceptance of this Agreement and the suspension or termination of this Agreement by either party. This exclusion of liability applies regardless of the cause of action or legal theory asserted, including but not limited to contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such loss or damage was foreseeable at the time of entering into this Agreement.

25.4 Nothing in this Agreement shall exclude or limit our liability for:

• Death or personal injury caused by its negligence;
• Fraud or fraudulent misrepresentation;
• Gross negligence or wilful misconduct; or
• Any liability that cannot be legally excluded under applicable law.

25.5 To the extent permitted by law, our total aggregate liability to the User for any claims arising out of or in connection with this Agreement shall be limited to the total amount of the transaction that gave rise to the claim.

26 INDEMNIFICATION

26.1 The user agrees to fully indemnify, defend, and hold us harmless including our affiliates, directors, officers, employees, agents, representatives, and third-party service providers from and against any and all liabilities, losses, claims, demands, costs, damages, and expenses (including reasonable legal fees) incurred by or asserted against any of us arising out of or in connection with:

• The user’s breach of this Agreement or any of its policies;
• The user’s misuse of the SPENNX Platform or Services;
• The user’s negligence, fraud, or wilful misconduct;
• The user’s violation or alleged violation of any applicable laws, regulations, or third-party rights;
• Any dispute or legal proceeding initiated due to the user’s actions or omissions.

26.2 This indemnity shall not apply to the extent that any losses or liabilities of any nature caused or contributed to (to the extent they are caused or contributed to)  that results  directly from our own negligence, breach of contract, or failure to comply with applicable laws.

26.3 The user shall not enter into any settlement or agreement that imposes any obligation or liability on us without our prior written consent.

26.4 The indemnification obligations set out in this clause shall survive the termination or expiration of this Agreement for any reason.

27 FORCE MAJEURE 

27.1 In the event of Force Majeure, the obligations of the Parties shall be suspended during the period and to the extent, the Party is prevented or hindered from complying with them.

27.2 The Party unable to perform its obligations shall notify the other Party as soon as reasonably practicable (and in any event no later than 14 days) of the extent to which the notifying Party is unable to perform its obligation.

27.3 The notifying Party´s obligation shall be suspended for the duration of the delay arising directly out of the Force Majeure Event; and in all cases, the Parties must use their best endeavours to minimise the impact of any Force Majeure Event.

27.4 If a delay by either Party arises directly out of a Force Majeure Event, either Party may choose to terminate this Agreement.

28 NOTICES

28.1 The Parties hereby acknowledge that any communications under this Agreement shall be in writing. Thus, notice may be delivered to the other Party by email or through in-app written notification. All notices shall be deemed effective when delivered personally, through email, or mailed through a registered post or courier service.

28.2 We may give notice applicable to our general customer base by means of a general notice on the SPENNX Service portal and notices specific to the user by electronic mail to the user’s designated contact’s email address on record with SPENNX, or by written communication sent by mail or courier to the user’s address on record in their SPENNX’s account information.

28.3 All written notices shall be deemed received by the other Party if

1. 1. Personally delivered on the date of delivery
   2. Sent by post within seven (7) days from the date of posting.

Notices sent by email shall be deemed to have been received by the other Party on the next business day following the date of the email being sent.

29 DISPUTES

29.1 If you have a dispute with us relating to the Services, please contact us first so we can understand and resolve your concerns. You may raise disputes with us through our customer support channels or via email. 

29.2 If you are dissatisfied with how we have handled your complaint, you may refer the matter to an alternative dispute resolution (ADR) body available in your jurisdiction. We will provide information on applicable ADR options upon request.

30 GOVERNING LAW

30.1 These Terms and Conditions shall be governed by and construed in accordance with the Laws applicable in your territory. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, or invalidity thereof, between the user and us, shall be adjudicated in a competent court of jurisdiction.

31 ASSIGNMENT

31.1 A user shall not assign, transfer, delegate, or pledge either directly or indirectly its rights or obligations under this Agreement without our prior written consent.

31.2 The user agrees that we may assign or transfer subject to fulfilment of any applicable legal and regulatory requirements, any or all its rights and obligations under this Agreement and any other agreements, to a third party without the user’s consent.

31.3 The user confirms that, upon any such assignment or transfer taking effect, all our rights, and obligations so assigned or transferred shall become rights or obligations of the transferee, and that any rights of our rights and obligations, so assigned, may be enforced by the transferee against the user as if the transferee had been a party to, or a beneficiary of this Agreement. 

32 WAIVER

32.1 No failure, omission, or delay by either Party in exercising or enforcing any rights under this Agreement shall prejudice, affect, or restrict the other Party´s rights under this Agreement at law or in equity, nor shall any waiver operate as a waiver of any other rights.

33 ENTIRE AGREEMENT

33.1 This Agreement comprises the entire agreement and understanding between the user and us in respect of the matters dealt with herein and supersedes all prior agreements pertaining to the subject matter hereof.

34 SEVERABILITY

34.1 If any provision(s) of this Agreement is held to be unenforceable or illegal or contravene any rule, regulation or by law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and this Agreement will be interpreted and enforced as though the provision has never been included and the legality or enforceability of the remaining provisions of this Agreement shall not be affected.

35 OTHER IMPORTANT INFORMATION

35.1 To help keep your information and transactions secure, you agree to:

• refrain from engaging in any Prohibited and Restricted Activities as defined in Section 11 of this Agreement;

• keep your security credentials (such as passwords, PINs, or authentication details) and payment method information confidential and secure;

• not disclose your security credentials to any third party or allow others to use your payment instruments or credentials;

• avoid storing or writing down your security credentials in any easily understood or guessable format (e.g., birthdays, repeated numbers);

• ensure that any device used to access our Services has appropriate antivirus software and firewall protection installed and updated;

• promptly notify us if you become aware of any delay, malfunction, error, or security breach in relation to our Services;

• have adequate contingency plans in place for the event that our Services are temporarily unavailable; and

• comply with all reasonable security instructions issued by us from time to time.

36.1 Biometric Authentication

If we offers biometric login functionality (such as fingerprint or facial recognition) through a compatible device:

• you must ensure that only your biometric data (e.g., fingerprint) is registered on that device;
• the device must have the SPENNX platform installed and the biometric login functionality properly configured; and
• you acknowledge that if multiple individuals have biometric data stored on your device, they may be able to access your SPENNX account. In such cases, SPENNX will not be liable for unauthorised use of the Services.