Terms of Service

These Terms of Service (the "Terms") govern access to and use of the NEO Collect platform, application programming interface, console, documentation and related services (together, the "Services") provided by NEO FINTECH LTD ("NEO", "we", "us"). By creating an account, requesting API access or using the Services, the business you represent (the "Client", "you") agrees to these Terms. If you are entering into these Terms on behalf of a company, you confirm that you have authority to bind it.

1. Eligibility

1. The Services are available only to incorporated businesses that have completed our know-your-business ("KYB") verification and been approved in writing. The Services are not offered to consumers or individuals acting outside a trade, business or profession.
2. You must be at least 18 years old and authorised to act for the Client.
3. You must not be, and must not be owned or controlled by, a person or entity subject to sanctions administered by Canada, the United Nations, the United Kingdom, the European Union or the United States.
4. Clients operating in restricted industries, including licensed gaming and virtual-asset services, may use the Services only after enhanced due diligence and only while holding every licence required in each jurisdiction in which they operate.

2. The Services

1. NEO provides a technology platform that issues virtual account numbers ("virtual IBANs") linked to pooled accounts held with a regulated banking partner (the "Banking Partner"), maintains a sub-ledger attributing funds to the Client's virtual accounts, screens inbound credits, and provides related treasury, payout and reporting functions.
2. Payment accounts, safeguarding of funds and execution of payment transactions are provided by the Banking Partner under its own regulatory authorisations and terms, which you accept as a condition of using the Services. NEO acts as the Banking Partner's technology and distribution partner and as your agent for the purposes of instructing the Banking Partner.
3. Sandbox environments are provided for testing only. No real funds move in the sandbox, and sandbox data may be deleted at any time.
4. We may modify the Services, provided that material reductions in functionality on a paid plan are notified at least 60 days in advance. Breaking changes to the API are versioned and announced in the changelog at least 90 days before any version is retired.

3. Onboarding and verification

1. You must provide accurate and complete information about the Client, its directors, beneficial owners, business activities, source of funds and the end customers to whom you intend to issue virtual accounts, and must keep that information up to date.
2. We may request additional information or documents at any time, including after go-live, and may suspend the Services until it is provided.
3. Each virtual account must be linked to an account holder that has passed verification to the standard we specify for the Client's programme. You are responsible for the accuracy of account holder details you submit.

4. Your obligations

1. You will use the Services only for the business purposes described in your application and in compliance with all applicable laws, including anti-money laundering, counter-terrorist financing, sanctions, data protection, consumer protection and tax laws.
2. You will comply with our Acceptable Use Policy.
3. You will not issue a virtual account to any person you know or suspect to be engaged in unlawful activity, and will promptly freeze any virtual account and notify us when you become aware of such activity.
4. You will maintain your own anti-money laundering programme appropriate to your business. Shield supports that programme; it does not replace it.
5. You will keep API keys, webhook secrets and console credentials confidential, enable two-factor authentication for all users, and notify us immediately of any suspected compromise.
6. You will provide information we reasonably request in connection with a recall, chargeback, investigation or regulatory enquiry within the time we specify.

5. Funds, settlement and returns

1. Funds received into a virtual account are held in pooled, segregated safeguarding accounts at the Banking Partner and attributed to the relevant virtual account in our ledger. Funds are available once a credit has been accepted by Shield and settled on its rail.
2. We may hold, return or reverse a credit where required by law, by the Banking Partner, by the rules of a payment scheme, or where Shield determines that the credit does not meet the rules applicable to the virtual account.
3. You are liable for amounts recalled, reversed or charged back in respect of your virtual accounts, and authorise us to debit the relevant balance or any other balance held for you, or to invoice you where balances are insufficient.
4. Outbound payments are executed only to beneficiaries that have been verified in accordance with our procedures. Payment timing depends on the rail used and the receiving bank; we do not guarantee settlement times outside our control.
5. Stablecoin conversion services are available only to clients that have been approved for them following enhanced due diligence, and are subject to additional terms.

6. Fees

1. Fees are set out in your order form or on the pricing page in force at the time of your order. Fees are exclusive of VAT and other taxes.
2. Monthly fees are invoiced in advance and usage fees in arrears. Invoices are payable within 14 days. We may deduct fees from balances held for you where your order form permits.
3. We may change fees on 30 days' notice. Continued use after the notice period constitutes acceptance.

7. Data and privacy

1. Each party will comply with applicable data protection law, including the EU and UK General Data Protection Regulations and the Personal Information Protection and Electronic Documents Act (Canada).
2. Where we process personal data on your behalf, our Data Processing Addendum applies and forms part of these Terms. Where we process personal data as a controller, including for KYB, screening and fraud prevention, our Privacy Policy applies.
3. You are responsible for providing any notices to, and obtaining any consents from, your end customers that are required for us to provide the Services.

8. Intellectual property

1. We own the Services, the API, the console, the documentation and all related intellectual property. You receive a non-exclusive, non-transferable licence to use them during the term for your internal business purposes.
2. You own your data. You grant us a licence to use it to provide the Services, to comply with our legal obligations and, in aggregated and anonymised form, to improve the Services.

9. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of these Terms, and disclose it only to personnel, advisers, regulators and the Banking Partner who need to know it and are bound by equivalent obligations. These obligations survive termination for five years.

10. Warranties and disclaimers

1. We warrant that we will provide the Services with reasonable skill and care and in accordance with applicable law.
2. Except as expressly stated, the Services are provided "as is" and we disclaim all other warranties, express or implied, including fitness for a particular purpose and non-infringement.
3. We do not warrant that the Services will be uninterrupted or error-free, or that any particular credit will be accepted, settled or available by a particular time.

11. Liability

1. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.
2. Subject to clause 11.1, neither party is liable for indirect or consequential loss, loss of profit, loss of business or loss of data.
3. Subject to clauses 11.1 and 11.2, each party's total liability in any 12-month period is limited to the fees paid or payable by the Client in that period.
4. We are not liable for acts or omissions of the Banking Partner, payment schemes, banks or other third parties outside our control, or for losses arising from your breach of these Terms or the Acceptable Use Policy.

12. Indemnity

You will indemnify us and the Banking Partner against claims, losses, fines and costs arising from your breach of these Terms, your violation of law, your end customers' use of virtual accounts, or recalls, reversals and chargebacks in respect of your virtual accounts.

13. Suspension and termination

1. Either party may terminate on 30 days' written notice. Institutional agreements may specify a minimum term.
2. We may suspend or terminate immediately where you breach these Terms, where required by law, a regulator or the Banking Partner, where we reasonably suspect fraud, money laundering or sanctions exposure, or where you become insolvent.
3. On termination, we will close your virtual accounts, return any later credits to their senders, and pay out remaining balances to a verified beneficiary account in your name after deducting fees and amounts reasonably reserved for pending recalls, reversals and chargebacks for up to 180 days.

14. General

1. These Terms, together with your order form, the Acceptable Use Policy, the Privacy Policy and the Data Processing Addendum, are the entire agreement between the parties.
2. We may assign these Terms to an affiliate or successor. You may not assign without our consent.
3. Notices must be in writing to the addresses in your order form, or by email to legal@neofin.tech.
4. If any provision is unenforceable, the remainder continues in force. No waiver is effective unless in writing.
5. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts of Ontario have exclusive jurisdiction, without prejudice to either party's right to seek injunctive relief in any court.