1. DEFINITIONS

“Account Agreement” means the account agreement (general terms and conditions) between you and MAKE.

“Affiliate” means (a) any subsidiary or related company by way of common ownership of the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited), (b) any Group Companies, and (c) each of their directors, officers, empolyees, agents, successors and assignees.

“Client Administrator” means one or more natural person(s) appointed by you who is responsible for authorizing and designating users and assigning authorization levels. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) will establish user IDs, initial passwords and issue security codes. 

“Designated User” means users of the Site who are designated by the Client Administrator in accordance with Clause 9 hereof.

“MAKEOBS” means the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited)’s online banking system which provides internet access to Accounts held at the Bank.

“Group Companies” means MAKE Financial Technologies Special Economic Zone Company Limited.

“Indemnified Party” means each of the Group Companies and their respective directors, officers, employees, agents, successors and assignees from time to time.

“Intellectual Property” means computer code, patents, trademarks or other proprietary material related to the online banking service or the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) which you may have the occasion to copy, download, read or print.

“Online Banking” means our internet banking service and includes on-line real time access to Account information, transferring funds between Accounts, wire transfers and access to other electronic financial products and services authorized and/or provided by us.

“References” to ‘MAKE’,  ‘we’, ‘us’ and ‘our’ are references to MAKE Financial Technologies Special Economic Zone Company Limited, Babrow Building, The Valley, Anguilla, its successors, assigns and transferees (and including where applicable its Affiliates).

“Site” means as defined in the Website Terms of Use.

“Terms” means these Online Banking Service Terms and Conditions.

“Transaction” means any transaction as described in Clause 8 of these terms.

“you”, ”your” and “Client” means each person who requests access to Online Banking or uses Online Banking, including Designated Users and Authorised Signatories.

“we”, “us”, “our” and “MAKE” are references to MAKE Financial Technologies Special Economic Zone Company Limited is a Banking as a Service provider and registered at Babrow Building, The Valley, Anguilla.  Our Bank Sponsor is a licensed and regulated bank, registered at 24 Hillsborough Street Suite II, Roseau, Commonwealth of Dominica, West Antilles. The Bank’s parent company, EQITrade Limited, is registered at Strathvale House, North Church Street, KY1-1102 George Town, Grand Cayman.

2. GENERAL

2.1. All our products and services and those of Group Companies are subject to the terms and conditions (and disclaimers) of the applicable agreement governing their use which, to the extent of any inconsistency, shall prevail over these Terms.  These Terms are supplemental to the terms and conditions of the Account Agreement entered into between you and the Bank. 

2.2. In the event of a conflict between these Terms and the Account Agreement, these Terms shall only prevail regarding your use of Online Banking and the Account Agreement will prevail with respect to all other matters.

2.3. Defined terms used but not defined herein shall have the same meaning as in the Account Agreement.

3. ACCEPTING THESE TERMS

3.1. These Terms govern your use of the Online Banking System, EQIOBS. By clicking “Accept” to the Account Agreement and/or using EQIOBS you signify that you agree to be bound by these terms as amended from time to time. If you do not agree with the Terms you may not use online banking with the Bank.

3.2. Notification of any amendments to these Terms will be provided on the home page of EQIOBS or the Site. It is your responsibility to review the amendments to the Terms on a periodic basis.

4. ONLINE SERVICES

4.1. Neither your course of conduct, nor that of the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited), nor trade usage, shall act to modify or alter any of these Terms. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) reserves the right to change or modify at its absolute discretion these Terms and the rules of operation, accessibility, security procedures and provisions, type and location of resources, administration, features and functionality of the online banking system from time to time and without notice. 

4.2 As and when each Transaction is made by you on an Account, you are deemed to have received, read and understood these Terms and to have agreed to be bound by them and the applicable terms on the Site.

4.3. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) makes no representations, warranties, conditions or other terms, express or implied, as to the performance, quality or fitness for purpose of the online services.

4.4. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) does not warrant that access to online banking will be error-free or uninterrupted or that the functions of the online banking will meet your needs and you acknowledge and agree that interruptions in access to the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited)’s computer systems may occur and that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) shall have no liability whatsoever in respect of any such interruption. If any such interruption occurs, the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) shall, in so far as the interruption is within its control, use its reasonable efforts to restore such access as soon as is practicable.

4.5. You shall use the online banking services for your own purposes only and shall not make any part of it available for usage by any third party except in accordance with these Terms. In the event that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) suspects or discovers that you are acting for or on behalf of a third party, the Bank reserves the right to terminate its relationship with you, without giving reasons.

5. INSTRUCTIONS AND NOTICES

5.1. When you transmit instructions to the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited), approval and confirmation thereof will be displayed online and/or by email to you (making it an “Instruction”) should any instruction from you be declined by us, notification thereof will be sent to you in the same manner as notification of a confirmation or an approval. Should you not receive an acceptance or rejection notice of an instruction within a reasonable time of having sent an instruction, then such instruction will lapse, and the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) shall not be bound to consider such instruction, nor confirm, approve or reject it.

5.2. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) will use reasonable endeavors to affect an Instruction or to amend or cancel any earlier instruction provided that such earlier instruction has not already been approved. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) shall not be liable whatsoever to you for any losses suffered or incurred by you in the event that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) has not amended or canceled an Instruction.

6. SECURITY 

6.1. You agree that you shall keep secret and not disclose your Security Information to any third party except in accordance with these Terms.

6.2. If you have reason to believe that your Security Information or any part thereof pertaining to your access to online banking is ever in the possession of any unauthorized third party, you shall immediately contact the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) by telephone and request that all access codes be reset, and confirm such request in writing (to be sent by email from the email account associated with your Account and addressed to operations@usemake.com ).

6.3. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited), Group Companies and their Affiliates shall have no liability whatsoever to you (or to any of your affiliates) for losses suffered by you (or your affiliates) in respect of any instruction transmitted as a result of the possession, loss, use and/or misuse of your Security Information.

6.4. If a Designated User has lost their password or security token they must notify their MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) Account representative immediately, so that a new password or security code can be issued. The Designated User will be allowed to attempt to enter online banking with the security codes 3 times. If the third attempt fails, the Designated User will not be allowed to log into the online banking application. In this case the Designated User must notify the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) Account representative so that the security token value can be reset.

7. CLIENT ADMINISTRATORS 

7.1. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) will provide the Client Administrator with a user ID, initial password and security code necessary to access the online banking service. The Client Administrator must change its password on the initial login. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) will assign a security code for each transaction.

7.2. The Client Administrator will be the person that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) contacts in the event of queries which the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) may have from time to time. Any change of Client Administrator shall be immediately notified to the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited). The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) is entitled (but not bound) to take reasonable actions in respect of such queries or problems if the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) is unable to contact the Client Administrator.

7.3. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) shall provide support by email at: operations@usemake.com 

8. ONLINE BANKING TRANSACTIONS

“Account Inquiry” – a Designated User has the ability to view all of their active MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) Accounts online and on a real-time 24/7 basis.

“Wire Transfers” – a Designated User has the ability to initiate a wire (funds) transfer transaction online to an external party from their Accounts that have sufficient balances on a 24/7 basis.

“Internal Transfers” – a Designated User can initiate an internal transfer of funds online from or to any of their designated Accounts on a 24/7 basis.

“Fixed Deposits and Fixed Deposit Renewals” – a Designated User can request to establish online a fixed deposit Account or renew an existing fixed deposit Account. The interest rate will be established two business days prior to the start date of the deposit. The MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) will notify the Client of the interest rate.

“Foreign Exchange” – foreign exchange Transactions cannot be conducted online. Please contact your Account representative for information on how to process such trades.

9. ALERTS 

9.1. You may request to receive Alerts (notices via secure email or internet email) in the event that certain activities happen on the Account. The Client Administrator will inform the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) which Designated Users should receive the Alerts. Each individual Designated User has to establish the limits for each Account for each Alert after their initial login.

9.2. You may request to receive an Alert with respect to the following activities happening on the Account: (a) Current Accounts – Account Balance High Limit, Account Balance Low Limit, Large Transaction Amounts, and Large Credit Amounts, and/or (b) Fixed deposit Accounts – Number of days to maturity and maturity of deposit today.

10. LIMITATIONS OF LIABILITY 

10.1. You acknowledge and agree that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) and each Indemnified Party shall have no liability in relation to losses suffered or incurred by you in relation to the use of the online banking services as a result of any act or omission on the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited)’s part in fulfilling any part of this Agreement. You further agree that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) and each Indemnified Party will not be liable for indirect, special or consequential damages, even if advised of the possibility of such damages.

10.2. Without limitation to the foregoing, you acknowledge and agree that access to online banking services including transmittal of instructions may be carried out by the usage of technology which varies in terms of reliability, and that the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) is not liable for any breach of your security, or any breach of the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited)’s security, whether such breach is committed by the Bank, you, or a third party.

10.3. You agree to indemnify the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) and each Indemnified Party to the fullest extent permitted by applicable law against all actions, claims, proceedings, suits and demands which may be brought against the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) or an Indemnified Party (and against any losses incurred or sustained by the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) or an Indemnified Party) in performing its obligations or duties hereunder other than by reason of the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited)’s own fraud, willful default or gross negligence as determined after final adjudication.

10.4. Specifically in relation to your use of the online banking service and pursuant hereto, you authorize the MAKE (MAKE Financial Technologies Special Economic Zone Company Limited) and each Indemnified Party to debit your Account accordingly in respect of any claim for indemnification properly made by the Bank or an Indemnified Party.

10.5. You alone are solely responsible for the expense, installation, upgrade and maintenance of all hardware, software and provision of telecommunications used to access the Site and/or Services.

11. INTELLECTUAL PROPERTY 

11.1. You acknowledge that you do not own any copyright or other Intellectual Property rights in the Services or the Site and are subject to the conditions of confidentiality specified in the Account Agreement.

12. GOVERNING LAWS AND JURISDICTION 

12.1. If you access the service or the Site from a country outside of the Commonwealth of Dominica or Anguilla, you shall be responsible for complying with the laws and regulations of that country.

12.2 Your contract with MAKE Financial Technologies is governed by the laws of Anguilla and your Account Agreement with our Bank Sponsor is governed by the laws of the Commonwealth of Dominica.  Our dealings with you up until the Account Agreement is concluded is governed by the laws of Anguilla, and our Bank Sponsor’s dealings with you up until the Account Agreement is concluded is governed by the laws of the Commonwealth of Dominica. We are required to tell you that the terms and conditions of the contract are in English and that we will communicate with you in English. If you have a dispute with MAKE Financial Technologies, we will attempt to resolve it through our support team.  There is no banking ombudsman or compensation scheme for financial services in Anguilla or the Commonwealth of Dominica.

12.3 Any dispute, controversy, or claim arising out of or in connection with your relationship with us (including these Terms) or the breach, termination or validity thereof, shall be submitted to the Chartered Institute of Arbitrators (CIArb) (in accordance with the Cayman Islands Arbitration Law, 2012 and the model arbitration clause in the Schedule thereto) and settled by final and binding arbitration in the St. Lucia in accordance with the CIArb Arbitration Rules. Judgment on any award issued under this provision may be entered by any court of competent jurisdiction.  In the event of a dispute between you and us, you agree to abide by the arbitration provisions in the Website Terms of Use.