Terms and Conditions

Effective on: 06 April 2022

1. THE AGREEMENT AND POSITION OF DENARII

1.1 Scope of Agreement. These terms and conditions are a legally binding agreement between you and DC Ventures Technology Ltd, a company registered in Dubai International Financial Centre (“DIFC”) with registration number CL4328 and registered address at Unit 208 Level 1, Gate Avenue – South Zone, Dubai International Financial Centre, Dubai, United Arab Emirates (“Denarii“, “we“, “us” and “our“) (“Agreement”). It describes the terms by which you will be bound when you access the Mobile App (as defined below) and/or use our products or services on the Mobile App (“Services”) . When we use the words “you” and “your” in this Agreement, they refer to users of our Services. The applicability of any other user conditions or agreement is explicitly rejected, unless explicitly agreed between the parties.

1.2 Additional Terms. You will also be subject to such other guidelines, notices and terms at the time that you access and/or use our (“Additional Terms”). The Additional Terms are incorporated by reference into this Agreement and form part of this Agreement. If the provisions in the Additional Terms are inconsistent with the provisions in this Agreement, the provisions in the Additional Terms will take precedence.

1.3 Acceptance. You accept and agree to the terms of this Agreement when you acknowledge acceptance of the electronic version of this Agreement. If you do not agree to be bound by this Agreement, please do not use any Services.

1.4 Position of Denarii. Denarii is regulated by the Dubai Financial Services Authority (“DFSA”) for providing money services specifically providing money transmission under the “Innovation Testing License” (ITL). Due to the nature of the license, normal requirements and client protections may not apply and you may have limited rights if you suffer loss as result of taking part in testing of our Services. Denarii classifies you as a Retail Client as defined in the Conduct of Business Modules of the DFSA Rulebook.

1.5 Third Party Agreements. When using our Services, you may need to enter into agreements with other service providers which we call “Third Party Service Providers“. For example, you may need to enter into an agreement with your mobile device manufacturer, network operator, bank or other payment service provider and/or our payment service providers. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

1.6 Changes to this Agreement. We may change any provisions in this Agreement and/or change any of our Services by notice to you. We will provide fourteen ( 14) days’ advance notice to you via our Mobile App, e-mail and/or a link to the updated pages as we deem appropriate. If you continue to use our Services following such change then you will be deemed to have accepted such change. If you do not agree to the change then you must stop using our Services immediately, and contact us to close your account.

2. DEFINITIONS

2.1 “Access Profile” has the meaning specified in Article 3.3;

2.2 “Agreement” has the meaning specified in Article 1.1, and shall include documents incorporated in it, schedules and annexures, as amended or supplemented;

2.3 “Daily Limit” means the maximum permissible limit prescribed by the Company in respect of total Transactions effected in a day which is currently at AED3,673 per day;

2.4 “DIFC” means the Dubai International Financial Centre;

2.5 “Mobile App” means the Denarii’s mobile application available on the Apple App Store or the Google Play Store;

2.6 “Monthly Limit” means the maximum permissible limit prescribed by the Company in respect of total Transactions effected in a calendar month which is currently at AED7,000 per month for Level 2 and AED15,000 for Level 3;

2.7 “Payment Instruments” means your bank account, credit card or debit card to execute Transactions and to pay fees and other obligations arising from your use of our Services;

2.8 “Payment Method” a bank account linked to your Account, a debit card, credit card, or such other method of payment as Denarii may accept from time to time in our sole discretion;

2.9 “Personal Data” means the details provided by you (e.g. name, address, email, nationality, identification number, Payment Instruments, etc.) on registration;

2.10 “Services” means the products or services provided by Denarii, where Denarii acts as an intermediary by providing an online platform and application to enable registered users of the Mobile App to transmit or arrange for the transmission of moneys by you to your recipient;

2.11 “Transaction” has the meaning specified in Article 4.1;

2.12 “Transaction Amount” has the meaning specified in Article 4.1; and

2.13 “UAE” means the United Arab Emirates.

3. REGISTRATION

3.1 Registration. You are obliged to register with Denarii before you can use our Services. Registration takes place by creating an account and completing certain information about you. You must have a mobile phone or other handheld device that can send and receive information, through a carrier service using the technology that supports our Mobile App.

3.2 Warranties. By registering as a registered user of our Mobile App, you warrant that:

3.2.1 you are at least 18 years old. Minors under the age of 18 are prohibited to register as a user of our Mobile App and are not allowed to transact or use our Mobile App;

3.2.2 you will provide us with all information and documents as requested by us and the information and documents which you provide to us, including your Personal Data and Payment Instruments, are true, accurate, current and complete in all respects;

3.2.3 you will review and update your Personal Data by logging into your account or by contacting our customer support by clicking the SUPPORT button from the Mobile App’s homepage;

3.2.4 you agree not to impersonate any other person or entity or to use a false name or a name that you are not authorized to use; and

3.2.5 you will carry out any other actions which we or the Third Party Service Providers may reasonably require for you to access and use the Services securely.

3.3 Access Credentials. You may be issued a user name, identification number, password, security key, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services (“Access Credentials”).

3.4 Access Credentials and Payment Instrument Management. You will manage your own Access Credentials and ensure that the Access Credentials are kept confidential. You are solely responsible for all use of your account and your Payment Instruments and the Services through the Access Credentials. You will notify us immediately upon becoming aware of any unauthorized use of your account, your Payment Instruments, the Access Credentials and the Services, or any breach of security, loss, or theft thereof, by contacting our customer support by clicking the SUPPORT button from the Mobile App’s homepage.

3.5 Profile limit. You may only register and open one (1) profile and we may place limits on the number of email addresses and Payment Instruments which can be associated with your Profile.

3.6 Our rights. We reserve the right to, from time to time:

3.5.1 limit your use of the Services;

3.5.2 require you to provide additional information and documents as may be required by relevant authorities, banks and financial institutions;

3.5.3 suspend, refuse or discontinue any Services from time to time with or without notice to you; and/or

3.5.4 modify or withdraw, temporarily or permanently, the Mobile App (or any part thereof),

and you confirm that we shall not be liable to you when we exercise any of the rights above.

4. PAYMENT TRANSACTION

4.1 A “Transaction” refers to an order given by a sender that instructs us to make a disbursement to a recipient via the Mobile App. The “Transaction Amount” is the amount paid to us by the sender to execute a disbursement to the recipient. We work with local banks and other payment providers in both the sender’s and recipient’s countries to make funds available to recipients with the applicable Payment Method.

4.2 Prohibited Use: You must comply with all applicable laws relating to your use of our Services. You cannot use our Services for, or in connection with, any illegal purpose including, but not limited to, money laundering, fraud or the funding of terrorist activities. We may refuse any Transaction if we consider that it, or our provision of the Services in connection with it, may be illegal, prohibited by any relevant regulatory authority or used for a prohibited purpose.

4.2 Sending Money

4.2.1 If you submit a Transaction, you are requesting that we process your Transaction. You agree that we may accept or reject your offer to process your Transaction and that we are not under any obligation to carry out any Transaction for you nor be liable to you if you have breached any of your obligations set out in this Agreement. We reserve the right to recover any damage suffered as a result of this.

4.2.2 Once you have set up a Transaction, you must immediately pay the full amount of the Transaction (including fees). Funds can be paid via the applicable Payment Method. We cannot guarantee the use of any particular Payment Method and may change or stop offering a Payment Method at any time without notice to you.

4.2.3 Once you have successfully submitted your Transaction request, we will send you an email confirmation of that Transaction request. (The confirmation does not amount to acceptance that we will process the Transaction, only confirmation of receipt of the Transaction request).

4.2.3 When we process your Transaction, we will use reasonable efforts to ensure that the funds arrive in the recipient’s bank account (or for collection by the recipient) within the estimated timelines. However, we do not have any control over, and we are not responsible for, external factors including the time it may take for the recipient’s bank or payment provider to credit and make available funds to the recipient.

4.2.4 You agree that the processing of your Transaction may be delayed or cancelled for a number of reasons including, but not limited to: (a) our efforts to (i) verify your identity; (ii) carry out fraud checks; (iii) validate your Payment Instruments; (iv) comply with laws; and/or (vi) manage our financial risk; or (b) insufficient funds for the Transaction; or (c) other external factors, including network error occurred on the receiving end and/or the time it may take for the recipient’s bank or payment provider to credit and make available funds to the recipient.

4.2.5 We may, in our absolute discretion, refuse any Transaction request or impose limits on the Transaction Amount on various grounds including (a) fraudulent and unlawful Transactions; (b) unauthorized or fraudulent use of the Payment Instruments or your account; (d) breach of this Agreement; and/or (d) violation of law. We may do so either on a per Transaction basis or on an aggregate basis, and either in respect of one set of registration details or one Payment Instrument or on related sets of registration details or Payment Instruments. If we refuse or are unable to complete your Transaction, we will let you know and, if possible, the reasons for the refusal and an explanation on how to correct any factual errors.

4.2.6 Recipients of the Transaction may be required to prove and verify their identity before receiving funds by presenting valid, unexpired identification papers from a list of acceptable forms of identification, for example a valid passport or national identity card. In addition, recipients may be required to register an account with us.

4.3 Transaction Canceled and No Refund

4.3.1 To cancel a Transaction, you will need to provide the reason for your cancellation request. This may take up to twenty four (24) hours to process. However, you may not cancel the Transaction once executed and delivered and no refund is possible once a transaction is made.

4.3.2 Refund against an approved cancellation request for whatsoever reason will be refunded to you at the prevailing market buying rate or transaction rate whichever is lower, excluding the sending charges, any deductions from the Third Party Service Providers, cancellation fees and any other expense incurred as a result.

4.3.3 Any refunds will be credited back to the same Payment Instrument used to fund the Transaction and in the same currency.

4.4 Foreign Exchange Rate, Fees and Other Payments

4.4.1 Funds received by a recipient will normally be made in the currency of the destination country (in some countries payment is available only in an alternate currency). All currency is converted at Denarii’s then current rate of exchange. Denarii calculates its rate of exchange based on current exchange rates. Most rates of exchange are adjusted several times daily in line with the relevant closing rate of financial markets globally.

4.4.2 The currency will be converted at the time of transfer and the recipient will receive the foreign currency amount shown on the Transaction in the Mobile App.

4.4.3 We charge a service fee for each Transaction (“Service Fee”). You can see our current fees on our Fees and Rates page on the Mobile App. The fee you pay will be shown when you set up a Transaction (before you finalize the Transfer).

4.4.4 It is possible that your bank or other payment provider may charge fees depending on your Payment Method. We are not responsible for (and may not be aware of) third party fees in all respects.

4.4.5 When you initiate a Transaction, if you selected a Payment Method which gives you chargeback rights, you agree that you will not exercise your chargeback right for any reason whatsoever, including a dispute with your recipient, unauthorized use of your Payment Instrument (e.g. someone stole your card) or if there are insufficient funds in your Payment Instrument and that you will reimburse us for all such fees. You will only exercise this chargeback right if we have materially breached this Agreement.

4.4.6 You are responsible for any taxes which may be applicable to a Transaction you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.

4.4.7 You agree that we may deduct any Service Fee or other fees and costs that you may owe us from any payment Transaction Amount that we may make available to your recipient.

4.5 Transaction History

4.5.1 All your Transactions are recorded in the Transaction History of your account. You may access this information after you log in to your account. We allocate a Transaction Number to each Transaction. You should quote this Transaction Number when communicating with us about a particular Transaction.

4.5.2 The Transaction History shown in our Mobile App will include all the payment details including payments you have made and the exchange rates.

4.5.3 We rely on you to regularly check the Transaction History and to contact customer support immediately in case you have any questions or concerns, including if you don’t recognize a Transaction or you think there has been a mistake with a Transaction History or your Account and in any event within six (6) months of the relevant Transaction. Please refer to Article 14 on how to make a complaint to us.

4.6 Other Obligations

4.6.1 You confirm and acknowledge the correctness, authenticity and legality of all the Transaction details and will be held responsible for the same.

4.6.2 All types of remittances carried out by you are subject to local, federal and international laws as well as the Central Bank of UAE regulations. All information and supporting documents must be provided as per requirements of local, federal and international regulations and standards. For individuals; the documents that are required to be provided as part of our Customer Due Diligence are a valid ID such as UAE National ID or Passport with a valid UAE visa must be provided for a Transaction.

4.6.3 You will, and will procure the recipient to, be fully responsible for providing necessary evidence and clarification about any query, including the source of fund, to prove legitimacy and legality of the information and fund involved as well as any follow-ups required with the concerned authorities to effect the payment or claim a refund of any Transaction.

4.6.4 Each Transaction holds a maximum financial threshold – the Daily Limit and Monthly Limit. Should the Monthly Limit be crossed, the documents that are required to be provided by you as part of Enhanced Due Diligence are Salary Certificates, Bank Statements and other documents as required.

5. LIMITATION OF LIABILITY

5.1 Denarii an Intermediary. We are only an intermediary to facilitate the Transaction. Where we have materially breached this Agreement causing you, the sender, a loss, we will refund the Transaction Amount and the Service Fee.

5.2 Exclusion of Liability. The Mobile App is provided to you free of charge. As a result, all representations, warranties, terms, conditions whether expressed or implied including merchantable quality, fitness for purpose, usage, sample, quality whether arising by law or custom are fully disclaimed and excluded, to the maximum extent permitted under law .

5.3 No liability. We are not liable for any damages, losses, compensation howsoever arising whether directly or indirectly, and whether special, indirect, consequential (including loss of profits, loss of anticipated savings and loss of data) arising out of your use of our Mobile App and Services including any unauthorized use of your Payment Instruments and/or your account, errors on the Mobile App or with our Services caused by incomplete or incorrect information provided by you or your recipient, or in connection with any delay, refusal, suspension or termination of a Transaction or our Services (even if we may have been advised of the possibility of such damages).

5.4 Not liable for technological attacks. We will not be liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect your computer equipment, computer programs , data or other proprietary material related to your use of our Services. We recommend the use of your own virus protection software. We cannot guarantee that our Services will be free from bugs or viruses.

5.5 Supporting Documentation. Any claim for compensation made by you must be supported by any available relevant documentation.

5.6 Aggregate Limit of Liability. In the event a court of competent jurisdiction finds us liable to you for any reason whatsoever, our aggregate liability (whether under contract, tort, statute, law or otherwise) shall not exceed the Service Fee paid by you for the particular Transaction or AED400 , whichever is the lower. This does not include or limit in any way our liability:

5.5.1 for death or personal injury caused by our negligence or willful misconduct; or

5.5.2 for fraud or fraudulent misrepresentation.

6. INDEMNIFICATION

6.1 You understand and acknowledge that you are liable for all losses incurred in respect of an unauthorized Transaction or instruction or any other unauthorized use of our Service or your Payment Instruments.

6.2 You agree to indemnify, defend and hold us harmless and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees from any claim or demand, including any attorneys’ fees and costs, made by any third-party due to, arising out of, or relating to your use of our Mobile Application and Services, your breach of this Agreement, or your violation of any law or the rights of a third-party.

7. DATA PROTECTION

7.1 We will implement and maintain a comprehensive database security program that contains appropriate security measures to safeguard any Personal Data submitted by you. For these purposes, “Personal Data” shall include:

7.1.1 your name (first initial and last name or first name and last name);

7.1.2 your email address;

7.1.3 your address;

7.1.4 your telephone number and/or mobile number;

7.1.5 your Emirates ID and/or passport number

7.1.6. your debit or credit card number

7.1.7 your bank account number

7.1.8 your personal identification/email ID used or password that would permit access to your Denarii account; and

7.1.9 any combination of the foregoing that would allow you to log onto or access your account and initiate and execute a Transaction.

7.2. Notwithstanding the foregoing “Personal Data” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

7.3 You authorize us to make any inquiries, to you or to others, which are necessary to validate the information that you provide to us. This may include asking you for additional information, requiring you to take steps to confirm ownership of your email address or financial instruments, verifying your information against third party databases, or through other sources such as a credit reference agency.

7.4 You further agree to comply with the terms of our Privacy Policy, which is incorporated by reference into this Agreement.

7.5 You agree that we may be required by law to provide information about you, your use of our Services and your instructions to government or other competent authorities as described in our Privacy Policy.

8. INTELLECTUAL PROPERTY AND RIGHT TO USE

8.1 We remain the owners of the Mobile App at all times.

8.2 All intellectual property rights, including, but not limited to, all existing and future rights and claims on or in connection with the use of copyright and neighboring rights, chip rights, trade name rights, trademark rights, domain names, patent rights, design rights and database rights with regard to the Mobile App or matters related thereto, rest exclusively with Denarii and/or its licensors.

8.3 You have a right of use with regard to a Service for the duration of the Agreement, insofar as this is necessary for the execution of a Transaction. None of the provisions in this Agreement confer any rights on you with regard to the Mobile App and/or the Services or related matters.

8.4 You never have the right to make any adjustments to the Mobile App and/or the Services, nor do you have the right to make any copy thereof, to decompile, distribute, transmit, display and/or otherwise (attempt to) edit or reverse engineer the Mobile App and/or the Services or related matters.

8.5 We expect every user to respect our intellectual property rights and the intellectual property rights of others. Subject to Article 11, if you believe that any material or links in our Mobile App violates your, our or any other person copyrights, please notify us and we will initiate investigation and take such actions as appropriate by removing the infringing material or disabling all links to the infringing material. We will terminate a user’s access to and use of the Mobile Application if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Denarii, you or others. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to us.

9. SUGGESTIONS

9.1 You agree that any suggestions, ideas, product uses and potential uses, product ideas, feedback or other information about the Mobile App or our Services (“Suggestions”), provided by you to us are non-confidential to you and shall become our sole property. We will own all of the rights, exclusively, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

10. GROUP OF COMPANIES

10.1 Denarii operates as a group of companies. These companies are owned and managed by one of the key shareholders of Denarii. The related group of companies form a part of the structure and each has a specific role. The related group of companies are set up in specific jurisdictions with specific roles that they have entered into with providers.

10.2. Each of the companies under the group of companies mentioned above is a corporation, partnership or limited liability company duly organized, as the case may be:

10.1.1 validly existing and in good standing under the laws of its jurisdiction of incorporation;

10.1.2 works in tandem with each other in order to conduct business as per the jurisdictional requirement with the relevant license; and

10.1.3 signs agreement with relevant service providers to ensure business is being carried out with the right provisions in place as per local requirements.

For more information, please contact our customer support by clicking the SUPPORT button from the Mobile App’s homepage.

11. EVENTS OUTSIDE OUR CONTROL

11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our control (each a “Force Majeure Event”).

11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

11.2.1 strikes, lock-outs or other industrial action;

11.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

11.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

11.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

11.2.5 impossibility of the use of public or private telecommunications networks;

11.2.6 the acts, decrees, legislation, regulations or restrictions of any government; or

11.2.7 countries or jurisdictions in which we are not permitted by law to do business.

12. CLOSING OF ACCOUNT

12.1 You can close your account, and so end this Agreement, at any time by contacting our customer support and clicking the SUPPORT button from the Mobile App’s homepage.

12.2 If your account has been temporarily restricted, we may not be able to close your account until we have completed our enquiries.

12.3 We have set out in various provisions of this Agreement how we may, with or without notice, close your account, suspend, withdraw, or change all or any part of our Services, our Mobile App and/or your account. In addition, we may suspend Services to you and/or close or suspend your account immediately in the following circumstances:

12.3.1 you breach any provision of this Agreement;

12.3.2 we are requested or directed to do so by any court, government authority, regulator, bank or other authority;

12.3.3 we reasonably believe that you are in breach of any applicable law or regulation or are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity; or

12.3.4 we reasonably consider that such action is necessary because of concerns about the security, unauthorized or fraudulent use of your account.

13. THIRD PARTY LINKS

13.1 Links to third party websites or applications (collectively, “Third Party Sites”) on our Mobile App are provided solely for your convenience. If you use these links, you leave the Mobile App. We have not reviewed any of these Third Party Sites and do not control and we are not responsible for Third Party Sites or their content (including their terms and conditions) or availability. We therefore do not endorse or make any representations for them or any results that may be obtained from you using them. If you decide to access any of these Third Party Sites linked to the Mobile App, you do so entirely at your own risk.

14. COMPLAINTS

14.1 If you wish to make a complaint about any aspect of the Mobile App or our Service, you may contact our customer support by clicking the SUPPORT button from the Mobile App’s homepage.

14.2 We will acknowledge receipt of your complaint within seven (7) days and take all possible efforts to resolve any issues that you report to us within fifteen (15) working days.

14.3 Our Complaint Handling Procedures are available free of charge upon request.

14.4 You authorize us to access your account and to share relevant information with the relevant Third Party Service Provider to help resolve a complaint, dispute or as required under this Agreement or by law.

15. ELECTRONIC COMMUNICATION

15.1 Communication between parties is in English and via the Mobile App, text message and/or email or support ticket.

15.2 To help keep your account safe, download the latest software for your mobile device and the latest version of the Mobile App as soon as they are available. You must ensure sufficient electronic storage capacity on your electronic device’s hard drive or other data storage unit.

15.3 Your statements, consents, approvals and acceptances given using the Mobile App shall have the same legal validity as your signature on a written document.

16. GENERAL

16.1 Transferability. This Agreement and all of your rights and obligations under it, is not assignable or transferable by you without our prior written consent. We may however transfer this Agreement and all of your rights and obligations under it without your permission.

16.3 No Waiver. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

16.4 Severability. The invalidity or unenforceability of any provision of this Agreement will not invalidate any other provision of these Terms, all of which will remain in full force and effect.

16.5 Entire Agreement. This Agreement forms the entire agreement between you and us, and supersedes and extinguishes all previous agreements between you and Denarii relating to its subject matter.

16.6 Governing Law. This Agreement is governed by the laws of DIFC and the UAE. Any dispute between you and us in connection with the Services and/or this Agreement will be brought in the courts of DIFC.

17.7 English language. The binding language of our communications and documents is English. We may from time to time include documents or other communications in another language for the convenience of users, but if there is any inconsistency between the English and or any other language we use, the English text shall be binding.

17.8 Other Legal Risk. If you reside in or are subject to the laws of a jurisdiction anywhere in the world whose common, statutory, regulatory, or codified law would void this Agreement in whole or in any essential part (the essential parts being at least, but not only, the exclusive venue and exclusive remedy provisions, and the warranty disclaimers), or which make accessing the Mobile App illegal, you do so entirely at your own risk.

17.9 No Third Party Clause. Any person who is not a party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement.