DIASPO APP: TERMS AND CONDITIONS

1. INTRODUCTION

These Terms and Conditions (the “T&Cs”) are offered by:

NBK DIASPO B.V, a company incorporated in the Netherlands under number 89955226, whose registered address is Prins Hendrikkade 21, 1012TL Amsterdam,

AND

MONEYTRANS Payment Services SA, a company incorporated in the Belgian Registrar of Companies (“Banque-Carrefour des Enterprises”) under number BE.0449.356.557, whose registered office located at 77 Boulevard de Waterloo, box 01, 1000 Brussels.

hereinafter “MONEYTRANS’ “NBK”, “Diaspo”, “we”, “our” or “us”.

DIASPO acts as a Digital Agent for MONEYTRANS Payment Services SA (“Moneytrans”).

MoneyTrans is a payment institution authorised and regulated by the National Bank of Belgium (www.nbb.be) to provide money transfer and payment account services across the European Union.

MoneyTrans authorises Diaspo to offer through the mobile App Diaspo (the ”App”) money transfer and payment account services along with the management of tontine contributions (the “Services”).

THESE TERMS AND CONDITIONS APPLY TO AND GOVERN THE USER’S ACCESS TO AND USE OF THE APP.

THESE TERMS AND CONDITIONS ARE LEGALLY BINDING AND THEREFORE, IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS BEFORE YOU ACCEPT THEM. BY DOWNLOADING THE APP, YOU CONFIRM THAT YOU ACCEPT TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE DO NOT DOWNLOAD THE APP AND/OR USE ANY OF OUR SERVICES IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS.

2. TONTINE DESCRIPTION

Definitions

A Tontine: is a crowdfunding and saving practice that is popular in Asia and Africa. It is made up of several family and/or community related members, in which each member contributes a fixed amount of money to a pool of funds, at predetermined intervals, and where the collected sum in the pool is then transferred to one members of the group on a rotating basis. This cycle is continued until each participating member has had a turn in receiving the sum in the pool of funds.

In the App, you will be able to set up or to participate in a tontine either as Tontine Manager or as Participant.

Tontine Manager:you will be considered a Tontine Manager where you create a tontine group, determine the number of participants, the sum to be contributed, the intervals in which they must be made, the recipient of the total sum and/or any other reasonable condition which you may impose. For avoidance of doubt, a Tontine Manager is also a Participant.

Participant:you will be considered a Participant where you join a tontine group created by a Tontine Manager and you agree to the conditions of the tontine group.

We offer the following different tontine services:

(i)Standard Campaign:this will enable you to create or to join in a tontine group in which each participant contributes any desired amount with the aim to reach a target amount. Once the target amount is met, the money pot will be closed, and the Tontine Manager decides how the money is utilised.

(ii) Carousel Campaign: you will create or join a tontine group in which all participants contribute the same pre-determined amount at pre-determined intervals. At end of each interval, one participant receives the total amount collected. This cycle continues until each participant has taken a turn in being a beneficiary.

(iii) Solidarity Campaign:you will create or join a tontine group in which the participants contribute a pre-determined sum, for a pre-determined period, and the accumulated amount is then transferred to a specific beneficiary.The initial cycle has a predetermined duration (e.g., 6 months), and the renewal of the cycle requires approval from all participants.

(iv) Project Campaign: This option establishes a money pot that collects contributions from the participants in defined cycles (weekly, monthly) and transfers the accumulated amount to a specified beneficiary in each cycle, as the “Carrousel Campaign”. The difference in this case is that the objective of the campaign requires the collections to be made for a few cycles in order to reach a specific amount before the total amount is transferred to the first beneficiary.

3. OVERVIEW

These T&Cs govern the provision of our Services. These T&Cs shall apply to your use of the App where you instruct us to perform, including all content, functionality and services offered through it.

Our obligations under these T&Cs are conditional upon our acceptance of you as a user, which is at our sole discretion, and we reserve the right to decline to provide our Services to you without specifying a reason. You must promptly provide all information and documentation which we may request from you at any time to enable us to comply with any legal obligation related to our Services, including as may be required by anti-money laundering and anti-terrorist financing regulations, and you consent to us contacting you for these purposes.

Under these T&Cs a Payment Account (the “Smile account") may be opened for you, at your request, with our partner MONEYTRANS. By using our Services, including the use of the Smile account you also agreed to be bound by these terms and conditions as well as Moneytrans' General Terms and Conditions of the Smile account and of the money transfer service

4. CHANGES TO THESE TERMS

We reserve the right to amend or otherwise modify these T&Cs at any time. In such cases, we will appropriately inform you of these changes.

The continued use of our Services will signify your acceptance of the revised terms. If you do not wish to be bound by those changes, you must immediately stop using our Services. Failure to accept the revised terms may entitle either party to terminate the Agreement.

5. AVAILABILITY AND REGISTRATION

We have made this App available to you for your own personal use only and only for the purposes of facilitating the use of our Services.

By making an application for a User Account, you represent and warrant that you are 18 years or older and legally capable to enter into a binding contract with us. Should it come to our attention through reliable means that you are under 18 years of age or not legally capable to enter into a binding contract, we will cancel your account and, to the extent allowed by applicable laws, we will delete all your information from our system and records, except to the extent that is required to be stored by us under the applicable laws and regulations.

You will not be able to use our Services until you have registered a valid User Account. You can apply for this via the App to create a User Account by:

• providing your personal information (including proof of Identification and of address which is less than 3 months old, a mobile telephone number and a valid e-mail address);
• creating a password;
• confirming your acceptance of these Terms and Conditions.

Provided that all the requested information and documents have been given and that we accept your application, we will register your User Account and activate it for use to access our Services, subject to the limitations set forth in the Terms and Conditions. We can refuse to register you for our Services and refuse to allow you to use and/or restrict your use of the App at any time.

During your contractual relationship with us, we may request at all times that you provide us with additional supporting documents, for instance to ascertain your business occupation, your source of income and/or the purpose of your financial transactions.

You will be able to access our Services via the App by correctly entering your log-in credentials (username and password), as well as authenticating your identity with facial recognition and/or a one-time-password (OTP) or any code which you may receive from us by SMS or Email. Your log-in credentials are strictly confidential, personal, and non-transferable. It is your responsibility to ensure that you keep them, and any other security features associated with your User Account safe and secure. NEVER SHARE YOUR LOG-IN CREDENTIALS AND/OR OTHER SECURITY FEATURES WITH ANYBODY, DO NOT WRITE THEM DOWN ANYWHERE AND DO NOT GIVE ANY ACCESS TO THE APP TO ANYONE! If you become aware of or have any suspicion that your log-in credentials and/or any other security features have been compromised in any way, if you lost your mobile phone and suspect that anyone has gained access to your User Account, you must contact us immediately at the corresponding Customer Support email or postal address set out in clause 30 below. Subject to the applicable laws and regulations, any undue delay in contacting us may affect the security of our Services and/or result in you being liable for any losses andfor damages caused to us as a consequence of the unauthorised use of your log-in credentials and/or any other security features.

Once you have informed us of the unauthorised access and/or use of your log-in credentials and/or any other security features, we will take all necessary action to prevent any further use of your User Account with this information. We will inform you of such steps after having taken them and provide the reasons for taking such steps unless we are prevented from doing so for legal reasons. Taking these steps do not make us liable for any loss or damage caused as a consequence of your failure to comply with your duties under the Terms and Conditions.

We reserve the right to disable your log-in credentials and/or any other security features at our sole discretion for any or no reason, including if, in our opinion, you have failed to comply with any provision of the Terms and Conditions.

6. YOUR ACCOUNT

Your Diaspo account is a Smile Account, opened in the books of Moneytrans.

Your Diaspo account is a payment account denominated in euros (EUR), identified by an International Bank Account Number (IBAN), which can be used for the following payment transactions:

• cash deposits and withdrawals;
• transfer of funds to other accounts;
• receiving payments from third-party accounts;
• executing debit transfers;
• carrying out payments with the linked debit card.

Your Diaspo account is not a bank account. Any money in your payment account is held by MoneyTrans in segregated accounts. It has no credit or overdraft facility. It may only be used up to the balance of the account. It does not generate any interest on the funds available on the account.

Your Diaspo account comes with a Mastercard debit card, whose use is governed by the Specific Terms and Conditions of the Moneytrans Debit Card .

You undertake to:

• use your account in good faith and for strictly personal and legal purposes, excluding for any kind of business or improper purposes, or for -or on behalf of- unidentified third-parties;
• ensure that all transactions carried out using your account are compliant with the relevant laws and regulatory obligations applicable to your personal situation;
• regularly check your account statements and promptly notify us of any unauthorised or incorrectly executed transaction, in accordance with the procedure laid down in clause 15 below;
• keep, with all due care and in a safe place, your debit card and personalised access codes as well as all documents, forms and notifications received from us in the course of the contractual relationship;
• immediately notify us of the loss, theft, misappropriation or unauthorised use of the debit card and/or of your personalised access codes;
• comply with all precautionary measures recommended by us to secure your email address and Internet access, including by installing an efficient anti-virus software on your computer and creating a robust password to access your secured area on the transactional website.

7. REQUIRED HARDWARD AND SOFTWARE

The App will only work on compatible devices (mobile phone, tablet, computer or other handheld device) and operating systems, and certain functionality will only work if your device is connected to the internet. Some features may also only be available with certain operating systems. As such, your devices must have the possibility to store records on a durable medium, e.g., in your mobile phone (or to print out and retain records on paper), as may be necessary for you to use our Services. You acknowledge that certain software and equipment used by you may not be capable of supporting our software and that as a result you may not be able to use our Services.

To access and to keep notifications, disclosures and statements which are provided to you electronically, you must have:

i. a device which operates on a platform with the quality of the Android or iOS environment, or higher

ii. a reliable internet connection

iii. a current version of Android 5.0 (or higher) or iOS 13 (or higher)

iv. a device and operating system capable of supporting all of the above

We reserve the right to discontinue support of any software if, in our opinion, it suffers from a security or other flaws that make it unsuitable for use with our Services.

8. CHARGES

You may be charged by your service provider for downloading and/or accessing the App on your device. These may include data roaming charges outside of your home territory. All these charges are solely your responsibility. We will not charge a separate fee for accessing our Services, however you will be charged fees for using our Services. These fees will be set out in the Fees Schedules.

9.ACCESS TO EXTERNAL RESOURCES

Through the App you may have access to external resources provide by third parties. As a user you acknowledge and accept that we are not responsible for the content, policies, goods, services or availability of any other persons or websites linked to or accessible via the Diaspo App. The existence of any link to any other mobile application or website does not constitute an endorsement of, or association with, any such mobile application, website or any person operating any such mobile application or website. Any reliance on any content, policies or services of any other persons or websites is at your sole risk. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law. Any queries, concerns or complaints concerning such mobile applications or websites should be directed to the persons responsible for their operation.

10. OUR RESPONSIBILITY TO YOU

We will endeavour to ensure that the App is normally available 24 hours a day. However, we shall not be liable if for any reason the App is not available at any time or for any period. Access to the App may be suspended temporarily from time to time and without notice in the case of system failure, maintenance or repair or for any reason beyond our control or if we deem it absolutely necessary. For avoidance of doubt, we shall not be liable for any loss or liability which may be suffered or incurred by you or a third party as a result of any suspension of, interruption to, the operation of the App.

The App, including all content on or available through it, is provided on an “as is” basis and we do not make any representation or give any warranty of any kind, either expressed or implied in respect of the App or its content. In particular, but without limitation, we do not give any warranty as to the accuracy, security, quality, suitability, completeness, performance, fitness, freedom from viruses, timeliness or availability of the content contained on the App. The content of the App is not intended as advice and should not be relied upon as such.

We do not accept responsibility to you or any third party for:

a. malfunctions in communications facilities which cannot reasonably be considered to be under our control, and which may affect the accuracy or timeliness of the material you access via the App;

b. any losses or delays in transmission of messages or material you access arising out of the use of any internet access service provider or mobile network provider or caused by any browser or other software which is not under our control;

c. viruses that may infect your computer equipment or other property on account of your access to or use of the App or your accessing any materials on the App;

d. any unauthorised use or interception of any message or information before it reaches the Diaspo App or our servers from the Diaspo App;

e. any unauthorised use or access to data relating to you or your transactions which is held by us (unless such use or access is caused by our negligence, fraud or failure to comply with the laws relating to the protection of your data).

11. USE OF THE APP

You must comply with these Terms & Conditions as they apply to your use of the App and our Services. Any violation of these Terms and Conditions may result in the termination of your access to the App and our Services.

You may only use the App for your own personal use and not in connection with any commercial endeavours. You must not send it to anyone else or copy or modify any part of it in any way.

You must not use the App for any of the following purposes:

(a) anything unlawful, illegal, fraudulent, malicious, or which promotes any criminal activity or provides information about the same;

(b) anything which is defamatory, harassing or threatening or which otherwise infringes or violates the rights of others. This includes any information that you may add or upload to the App;

(c) interfering in any way with any other user of the App;

(d) knowingly introducing viruses, trojans, worms, logic bombs or other malicious or harmful material or using it in connection with unsolicited communications;

(e) attempt to gain unauthorised access to the App, the server on which the App is stored, or any server, computer or database connected to the App;

(f) attack the App via a denial-of-service attack or a distributed denial-of service attack.

You must not use the App in a way that may damage or impair it, our Services or our underlying systems and security.

We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the App will cease immediately.

As the App facilitates payment services, security is of paramount importance. You must keep your device secure and properly close the App after each use. You must ensure that any security details, payment instructions and account information and all other information that you provide to us via the App or otherwise is complete, accurate and up to date.

12. PAYMENT TRANSACTIONS

Subject to these Terms & Conditions you will be able to use our Services by logging into your account via the App and within your Smile Account giving us your Transfer or Payment instructions.

Payment instructions must include such information as we determine from time to time for the order to be executed by us, including (without limitation) the following information:

• name and other details (e.g., in some cases address, date of birth) identifying the Recipient;
• destination country of the Payment Transaction;
• amount and currency of the Payment Transaction;
• in case of a Payment Transaction to a Recipient’s bank account, the IBAN code (International Bank Account Number) when such bank account has an IBAN code, or the bank account code as corresponds in each case.

Once you enter the above information, you will be required to authenticate the Payment instructions by means required by us.

We will only accept a Payment instruction which is made through the App. Your Payment instructions will be treated by us as your consent for us to proceed with, and our authorisation to perform, that Payment Transaction.

We do not provide credit and are not able to advance any funds to cover any part of your Payment instructions.

13. CURRENCY EXCHANGE

For Payment instructions in favour of a Recipient in a currency other than euro (EUR) we will check whether we can service the requested currency and, if yes, then we will apply the retail exchange rate at the time that the payment instruction is executed, in addition to any service charges applicable. The retail exchange rate for such currency exchange is acquired by us at a wholesale rate that fluctuates. The difference between the retail exchange rate applied to such Payment instructions and the wholesale exchange rate at which we acquired the pay-out currency will be kept by us, in addition to any service charges.

14. PAYMENT TRANSACTON EXECUTION

Once a Payment instruction is received by us, it shall be irrevocable (except to the extent that it may be withdrawn by you as set out in clause 22). A Payment instruction is deemed to be received at the point in time that we record in our systems that it has been actually received, subject to the following exceptions:

(i) if the Payment instruction is recorded as received on a non-Business Day. In this case it will be considered as received on the first following Business Day;

(ii) if the Payment instruction is recorded as received on a Business Day, but not during business hours, which are 8am – 5 pm. In this case, it will be considered as received on the first following Business Day.

Where a Payment instruction is executed based on incorrect details provided by you (e.g., incorrect IBAN for the Recipient’s bank account), the Payment instruction will be deemed executed properly and we shall not be liable for any losses incurred.

Once a Payment instruction has been received and executed by us in accordance with the App’s Terms & Conditions, we shall provide you with the following information, without any undue delay, via the App:

• a reference number enabling you to identify the Payment Transaction and the Recipient;
• the amount of the Payment Transaction stated in the currency used in the Payment instructions;
• confirmation of any customer fees and/or costs related to the Payment Transaction that you must pay to us;
• if a Payment Transaction involves currency exchange, the exchange rate used by us to execute the Payment Transaction and the amount of the Payment Transaction after this currency conversion.

When the Payment Transaction has been confirmed, you will automatically receive a notification via the App. Once the Payment Transaction has been executed by us you will also receive a notification via the App confirming when the funds have been received by the Recipient.

15. UNAUTHORISED PAYMENT TRANSACTIONS

We may be liable to you under applicable laws where we perform a Payment Transaction for you that you did not authorise us to perform.

Where you believe we may have performed a Payment Transaction you did not authorise us to perform, you should let us know immediately via the contact details set out at clause 30 below. We will make immediate effort to investigate the matter.

Subject to the paragraphs below, where we have performed such a Payment Transaction and the investigation of the matter shows that in fact a Payment Transaction was executed without your authorisation, we will immediately (no later than the end of the next Business Day) refund to you in full the amount of that Payment Transaction.

You will not be entitled to any such refund:

• if you do not inform us by notice in writing without undue delay on you becoming aware that an unauthorised Payment Transaction may have occurred, and in any event not later than 13 months after the date on which the unauthorised Payment Transaction was made; or
• if the Payment Transaction was authorised by you; or
• if an unauthorized Payment Transaction was performed due to your fault (e.g., you disclosed your user account and authentication details); or
• if we have a reasonable ground to suspect fraud in such actions and we report this to the relevant regulatory authority (in which case, the refund is suspended pending of the investigation of the fraud case). You will be liable to us for all losses which we suffer or incur relating to any fraud or fraudulent activity by you at any time.

16. NON-EXECUTION OR FAULTY EXECUTION OF PAYMENT TRANSACTIONS

We, as Agent of your payment service provider, are responsible for the proper execution of Payment Transactions, provided that all Payment Transaction details provided by you are correct, properly submitted and there is no ground to reject the execution of the Payment instructions. Accordingly, we may be liable to you under applicable laws where we fail to perform or incorrectly perform any Payment Transaction that you authorised us to perform.

Where you believe we may have failed to perform or incorrectly performed such a Payment Transaction, you should let us know immediately via the contact details set out at clause 30 below and, if you request, we will make immediate efforts to investigate the matter and let you know the outcome of our investigation.

Subject to the paragraphs below, where we have failed to perform or incorrectly performed such a Payment Transaction, we will without undue delay make good and correct the error and deliver the amount of the unperformed or incorrectly performed Payment Transaction as originally instructed. You will not be charged for such corrected Payment Transaction.

You will not be entitled to the remedy mentioned above:

• if you do not inform us by notice in writing without undue delay (and in any event not later than 13 months after the date on which the incorrect Payment Transaction was performed) on you becoming aware of our failure to perform a Payment Transaction authorised by you or incorrect performance by us of a Payment Transaction authorised by you; or
• where we are able to show that the authorised amount was received at the appropriate time by the Recipient; or
• if the failure to perform or the incorrect performance was due to you providing us with incomplete or incorrect information or was otherwise due to your fault.

We will have no liability to you for failure to execute, or any incorrect execution of, a Payment Transaction where the reason was our refusal to proceed with that Payment Transaction or any part of it or if the Payment Transaction was incorrectly performed due to your fault (e.g., by providing incorrect payment or Recipient data).

17. FEES

The use of our Services will incur a customer transaction fee (which will be charged by adding the fee to the amount on the Payment instruction) and any other costs as provided in these Terms & Conditions. In accordance with applicable laws and regulations, and before execution of a Payment instruction, we shall provide information to you regarding the fee and any applicable exchange rates, which will be displayed in the order preview section of the App. If you do not accept the fees or exchange rates applied, you shall have a right to revoke the Payment instruction order until such time as the Payment instruction is received by the Recipient.

In addition to any fees charged by us, a Payment Transaction may be subject to other fees and costs and exchange rates payable to other parties, for example, other payment institutions involved in the Payment Transaction, as well as deductions that may apply (for example for tax reasons) as required by the authorities of the destination country of the Payment Transaction. The amount that we deduct will be no more than the amount of our legal responsibility.

If you use your mobile phone in connection with a Payment Transaction, you will also be responsible for any fees that your phone service provider may charge, such as fees for SMS, data services, and any other fees that your phone service provider may charge.

18. SET OFF

You agree that we may set off any amount you owe us against any sums owed by us to you.

19. PAYMENT TRANSACTION RESTRICTIONS

We reserve the right, at our sole discretion, to:

(i) process a Payment Transaction;

(ii) limit the amount of a Payment Transaction;

(iii) require additional information to complete a Payment Transaction; and/or

(iv) take reasonable measures with respect to a Payment Transaction where in our opinion this is necessary to comply with applicable laws and regulations, including where we have concerns about the identity of persons involved in the Payment Transaction.

Notwithstanding any prior agreement to initiate a Payment Transaction and subject to applicable laws and regulations, we may, in our sole discretion, also refuse to proceed with a Payment Transaction in circumstances which include (but are not limited to) where:

(i) the intended Recipient is anyone other than a natural person;

(ii) we are required to do so under applicable anti-money laundering or terrorist financing legislation and/or where we know or suspect the Payment Transaction may be unlawful (including for instances of fraud);

(iii) you have failed to provide us with sufficient, satisfactory, and reliable evidence of your identity or any other information we require in relation to a Payment Transaction;

(iv) we know or suspect that the Payment instructions made by you contains errors, is forged or is unauthorised;

(v) you have provided us with wrong or incomplete information, or we do not receive Payment instructions information in a timely manner in order to guarantee the timely execution of the Payment Transaction;

(vi) you have failed to provide us with the cleared funds (including any associated fees) required to execute the Payment Transaction;

(vii) you are under 18 years of age;

(viii) you are in breach of an obligation under these Terms & Conditions, including the obligation to pay our fees.

We reserve the right not to accept or allow payments from or to, either directly or indirectly, certain countries which we have determined, acting in our sole discretion, are high risk to our business or involve a higher level of complexity for us in carrying out our anti-money laundering or anti-terrorist financing legislation transaction monitoring process.

We further reserve the right to request, in our sole discretion, additional information from you, including information about the Recipient, where payments are to be made to certain countries and other information required in connection with our assessment of risk levels.

If we refuse to proceed with the execution of a Payment instruction in accordance with these Terms & Conditions, we will tell you prior to the end of the Business Day following receipt of the Payment instruction. Where it is possible and lawful for us to do so, we will provide the reasons for our refusal to proceed with your Payment instruction. In cases where you have provided incorrect information or omitted to provide information, we will explain how to rectify the situation.

Our Services are offered only for your personal Payment Transaction needs, and you agree not to use or attempt to use or allow any third party to use our Services for any other purpose including commercial purposes. You further agree not to use our Services on behalf of any other party.

20. SUSPENSION OF OUR SERVICES

We may suspend our Services to you immediately:

• where you do not provide us with all the details, we require to perform a Payment Transaction;
• where it becomes unlawful for us to continue to provide you with our Services or we are required to do so by law, by any court of competent jurisdiction or by any governmental or regulatory body which authorises us to perform our Services;
• following a material breach by you of any of these Terms & Conditions, or in the event that we discover or have reasonable cause to suspect any crime, fraud, fraudulent activity or money laundering by you;
• in the event that you die, become of unsound mind, become unable to pay your debts as and when they fall due, a petition in bankruptcy is presented against you, you are declared bankrupt, you become insolvent, you enter into an individual voluntary arrangement or go into liquidation or are subjected to any similar event;
• as provided for in clause 23 (Changes Beyond our Control).

21.ACCEPTABLE PURPOSE

We reserve the right, in our sole discretion, to impose ‘acceptable purpose’ terms in relation to the provision of our Services, including the prohibition of certain categories of Payment instructions.

We will report any suspicious activity to the relevant regulating authorities.

If any Payment Transaction is conducted or attempted to be conducted in breach of the acceptable purpose prohibitions applicable from time to time, we reserve the right to reverse the Payment Transaction, and/or close or suspend your use of our Services and/or report the transaction to the relevant law enforcement agency and/or claim damages from you.

22. RIGHT TO RESCIND OR CANCEL A PAYMENT TRANSACTION

Where you have authorised us to perform a Payment Transaction, we will execute that Payment Transaction unless:

• you provide us with clear instructions that you wish to rescind the Payment instruction by contacting our customer service team whose details are specified in clause 30 below and, in all cases;
• we agree in writing with you that we will not do so.

(together a “Cancellation”)

For the avoidance of doubt, we will not accept any Cancellation if:

• the Payment instruction has already been paid out to your Recipient;
• your instructions are unclear; or
• if any Cancellation instruction is received by us after 5.00pm on the last Business Day before the day that Payment Transaction is due to take place.

Notwithstanding the above, if you provide us with clear Cancellation instructions, other than in the circumstances described above where we will not accept a Cancellation, we will attempt (to the extent possible at that time) to cancel the Payment Transaction prior to the Payment Transaction being paid out to the Recipient. We will not, however, be liable for any losses incurred in connection with the Cancellation or if the Cancelation cannot be performed (e.g., in the event it has been executed and the funds have been received by the Recipient) and we reserve the right to charge you a fee to cover our reasonable costs for a Cancellation.

23. CHANGES BEYOND OUR CONTROL

We do not assume any liability if we are unable to perform any of our obligations to you or our performance of any of our obligations is delayed due to any circumstances outside of our reasonable control, including (without limitation) any case of force majeure, compliance with any statute, statutory provision, law, governmental or court order, the actions or instructions of the police or of any governmental or regulatory body which authorises us to perform our Services, cut or failure of power, failure of equipment, systems or software or internet interconnectivity or the occurrence of any extraordinary fluctuation in any financial market that may materially adversely affect our ability to perform our Services. If any of these circumstances occur in the course of executing a Payment Transaction, then these Terms & Conditions that were applicable at the moment the Payment instruction was placed, shall be suspended for the period during which the circumstances continue or, at our discretion and in order to protect both you and us, we may terminate these Terms & Conditions.

24.NOTIFICATIONS AND ELECTRONIC COMMUNICATIONS

As part of your relationship with us, you may receive notifications related to our Services.

In light of our commitment to protecting the environment and to facilitate the use of our Services, such notifications and communications will be carried out in electronic form (e.g., email, notifications via the App, SMS). To this end, and to the extent permitted by applicable law at any given time, you agree to receive in electronic format all information that we would otherwise be required to provide to you in paper form, including, but not limited to: (i) legally required disclosures, notices and other communications associated with your access to or use of our Services, including information about fees or charges and any and all legally required pre and post Payment Transaction disclosures; (ii) confirmation regarding collection and/or receipt of a Payment Transaction; (iii) these Terms and Conditions, any updates or changes in these Terms and Conditions and other informational mailings regarding the same; (iv) customer service communications; (v) privacy policies and notices; (vi) any and all legally required error resolution policies, and responses to claims filed in connection with your access to or use of our Service (vii) any other communications related to your access to and/or use of our Service, and (viii) with your consent, marketing and other promotional communications.

You must keep your e-mail address and any other electronic address and contact details (including your mobile telephone number) current and accurate in the App. In order to ensure that we are able to provide notices, disclosures, and statements to you electronically, and you must notify us of any change in your e-mail or other electronic address and your mobile telephone number. You may update the e-mail address and mobile telephone number we have on record for you through the App.

25. INTELLECTUAL PROPERTY

The App and our Services, its entire content, features and functionality (including but not limited to all information, software, text, displays, images, graphics, video and audio, and the design, selection, and arrangement thereof), are owned by us and/or our licensors. They are protected by EU, and international laws governing copyright, trademark, patent, trade secret and other intellectual property or proprietary rights.

You are strictly prohibited to:

• copy, modify, create derivative works of, publicly show, publicly display, republish, download, store or transmit any of the material on the App;
• modify copies of any materials from the App or delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the App;
• use any images, graphics, video or audio separately from any accompanying text;
• reproduce, sell or exploit for any commercial purposes any part of, access to or use of the App or any services or materials available through the App.
• extract any source code from the App, disassemble it or make any derivative version, or attempt to interrupt or decipher the transmissions between the App and the Systems.

If you print, copy, modify, download or otherwise use any part of the App in breach of these Terms and Conditions, your right to use the App will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in the App or any content on the site is transferred to you, and we, our licensors all reserve all rights not expressly granted. Any use of the App not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws.

26. USE OF YOUR PERSONAL INFORMATION

Your personal information is processed under applicable law. Details of the information which we process and how we use it, including where this is shared with third parties and/or processed outside the EEA, is as set out in our Privacy Policy, which can be found here .

Throughout the use of the App, we collect and use ID touch, store your username, language selection, country selection and location data and our use of this personal information is subject to your opt-in choice and the applicable provisions our Privacy Policy.

Certain functionality of the App may need to access your device and information stored on it so that it works properly. By using the App, you consent to this.

27. LIMITATION OF LIABILITY

Our total liability to you in connection with a Payment Transaction is limited to the full amount of the Payment Transaction together with any charges and any interest which you may be required to pay to us, as a consequence of any non-performance or incorrect performance by us of the Payment Transaction.

We will not be liable to you for any amount or kind of loss or damage that may result to you or a third party where this is due to abnormal and unforeseeable consequences beyond our control, the consequences of which would have been unavoidable despite all efforts by us to the contrary or where this is due to other obligations imposed on us under other provisions of European Community or national law.

28. TONTINE DISCLAIMER

Any funds in your account that have not been committed to a particular tontine pot will be held on your Smile account under the Terms and Conditions (the “Terms”) of Moneytrans.

Diaspo does not hold or process any of your money. We do not issue or hold electronic money. We act as agent of MoneyTrans.

As such, MoneyTrans and Diaspo decline all responsibility to any disputes which may arise as a result of any of the tontine participants (including the tontine manger) failing to respect their obligations within the tontine group.

MoneyTrans and Diaspo also decline all liability for any loss and damage arising out of disputes related to the participants, the order or frequency of payment, the duration of the rotation, the amount of the contributions or for any other reason directly or indirectly related to any tontine group and activities.

29. RESPONSIBILITY FOR LOSSES

You shall be responsible for any losses, expenses or other costs incurred by us, affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) which result from your breach of these Terms and Conditions, including, without limitation, any use of the App content or our Services other than as expressly authorised in these Terms and Conditions or your use of any information obtained from the App, or your negligence, fraud or wilful misconduct.

30. CUSTOMER SERVICE

We value all our customers and take our obligations seriously. You can contact our customer service team in relation to our Services by email at customers @nbk-cg.com.

You can also reach us by post at:

• NBK DIASPO

Prins Hendrikkade 21

1012TL Amsterdam

The Netherlands

31.COMPLAINTS HANDLING

Any complaints related to our Services shall be addressed to us in a written form in the first instance by contacting our customer disputes team by e-mail to disputes@nbk-cg.com or by any other means indicated in the clause above.

We will acknowledge your complaint in writing within 5 (five) Business Days after receipt of the complaint and will thereafter provide you with a written response within the following 15 (fifteen) Business Days.

In exceptional cases, due to reasons beyond our control, we may send you a preliminary response by indicating reasons for the delay and the timeline by which you will receive our final response. In any case, the timeline for provision of our final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge and your claim must be submitted to us in English or in French.

Should you not be satisfied with our final response, or should we fail to respond to you, you always have a right to address your complaint to the OMBUDSFIN (http://www.ombudsfin.be/) for an out of court dispute settlement.

You shall always have a right to apply to a competent court with a claim.

Any dispute arising out of or in connection with these Terms and Conditions, including without limitation, any disputes regarding its valid conclusion, existence, nullity, breach, termination or invalidity shall be finally referred to and resolved by the courts of Brussels and the laws of Belgium shall apply, except where prohibited or otherwise required by EU law. Before referring the dispute to court, you and we will endeavour to utilise all amicable avenues to resolve the dispute.

32. TERMINATION AND SUSPENSION

Your relationship with us is concluded for an undefined term.

You can terminate your relationship with us at any time and without justification and close your account by providing us with written notification of your decision.

We may also terminate the agreement at any time, by giving you a two months’ notice. We may furthermore end the relationship with immediate effect and without prior notice, by notifying you by e-mail, in the event that you:

(a) can no longer prove your address;

(b) do not respect your contractual obligations;

(c) commit a serious breach of trust. Serious breaches of trust include but are not limited to cases where you:

• fail to comply with the precautionary measures recommended by us;
• fail to provide the additional identification data or documents requested of you, or
• make an improper use of the Services.

We are also entitled to close, by giving a simple notice, your payment account:

• if has never been used since their opening, or,
• which has shown no activity for a period of twelve consecutive months, provided that they have a zero balance,
• whose monthly maintenance fees have not been paid for three consecutive months.

The termination of the agreement shall induce the settling of all pending payment transactions as well as of all amounts due to us. You will then have to transfer the remaining balance of the account to another payment account or withdraw it in cash. Final account closure will occur 45 days after the account has been cleared from all payments.

33. APPLICABLE JURISDICTION

These Terms and Conditions, its subject matter, and its formation, are governed by the laws of Belgium, as well as the laws and regulations of the EU.

You and we both agree that the courts of Brussels will have exclusive jurisdiction.

These Terms and Conditions do not affect your statutory rights as a consumer.

34. LANGUAGE

The language of these Terms and Conditions shall be English.

All communication in relation to the provision of our Services shall be made in the English or French language.

35.SEVERABILITY

If any court of competent jurisdiction finds that any part of the Terms and Conditions is invalid, unlawful or unenforceable for any reason, those parts (to the extent possible) shall be deleted from the Terms and Conditions and the remaining parts shall remain in force and continue to be binding on you and us.

36. NO WAIVER

No failure to enforce or delay in enforcing any right or remedy available to you or us under these Terms and Conditions will mean that you or we cannot exercise any such right or remedy at a later date.

37.ASSIGNMENT

You may not assign, transfer, charge or dispose of these Terms and Conditions or any of your obligations, rights or privileges under these Terms and Conditions to any other person at any time without our prior consent in writing.

We may assign, transfer, charge or dispose of these Terms and Conditions in whole or in part or any of our obligations, rights or privileges to any other person at any time (including to any affiliates), but we will take appropriate steps to try to ensure that doing so will not harm any of your rights under these Terms and Conditions.

By proceeding, you confirm that you have read, understood and agree with the all the terms on these Terms and Conditions.

BETA TEST AGREEMENT

This Beta Test Agreement (the “Agreement”) is effective from May 30, 2024, between NBK DIASPO BV (the “ NBK ”) and you, ………………………………………… (the “Tester”), in which the Tester undertakes to test the new DIASPO software (the “Software”), and NBK is informed of the test results.

1. NBK Obligations

NBK undertakes to provide the Tester with a copy of the software and all the necessary documentation and explain to the Tester how to use it and the desired test data to be obtained. NBK hereby grants to Tester a non-exclusive, limited license to install the software on its devices for the purpose of testing the performance of the software and to inform NBK of the results of such testing. Once testing has been satisfactorily completed, NBK will grant the Tester free access to the production version (final version) of the software, subject to NBK's decision to proceed with production of the software. The Tester will be entitled to the same benefits to which regular users of the software are entitled.

2. Tester Obligations

The Tester must test the Software under normal and expected operating conditions in the Tester's environment during the testing period. The Tester must collect and report test data as mutually agreed with NBK. The Tester understands that NBK will have access to the software at all times and will perform inspections, modifications and maintenance on it at any time.

3. Non-disclosure of Confidential Information and Trade Secrets

The Tester acknowledges that the Software is the property and a valuable trade secret of NBK and is entrusted to Tester only for the purposes set forth in this Agreement. The Tester must treat the software with the strictest confidentiality. The Tester hereby expressly states and agrees not to disclose, use or profit, directly or indirectly, from NBK Confidential Information. This clause and its stipulations mentioned below will remain in force even after the end of the testing period.

(a) The term “ Confidential Information”, as used in this Agreement, means all information and materials, of whatever nature and in whatever form, whether electronic or hard copy, relating to NBK and the Beta Test, whether or not designated as Confidential Information by NBK. Confidential Information includes, but is not limited to, all notices and other information regarding NBK and the beta test, your selection as a Tester, the DIASPO application (including, but not limited to, the information and ideas regarding the DIASPO application, software, software code, designs, graphics, rules, illustrations, visual representations, plot, theme, settings, descriptions, skills, emails, screenshots, marketing emails, marketing and promotional plans, current, future or proposed NBK products or services, written or printed materials, announcements or pre-releases, samples product, illustrations, graphics and marketing and/or promotional elements), business and/or commercial secrets, test protocols, processes and standards relating to the Software and/or products or services NBK correspondents.

(b) Tester agrees to treat Confidential Information in confidence and not disclose or reveal it to any person or entity without the express prior written consent of a duly authorized representative of NBK. In particular, the Tester must not discuss the beta test with anyone associated with the competition, a news or information service (whether on television, in a magazine, on the Internet, in a paper newspaper or otherwise) nor evaluate, make a report, a video of the Software or an online blog, on a forum or online chat. Unless expressly authorized by NBK, the Tester further agrees not to use Confidential Information for any other purpose whatsoever, nor to ever disclose it to a third party, other than NBK employees, directly or indirectly. Without limiting the generality of the foregoing, Tester agrees that any reports or announcements regarding Confidential Information which are not made or authorized by NBK and which appear prior to the official disclosure of such Confidential Information by NBK, will not release the Tester of its obligations hereunder with respect to such Confidential Information.

(c) The Tester is prohibited from copying, changing, modifying, disassembling, restructuring or decompiling the Software, the Confidential Information or any material received during the testing period, or attempting to find the source code of the Software, without prior written consent from NBK.

(d) Nothing in this Agreement will be interpreted as creating an obligation on the part of NBK to disclose any Confidential Information to the Tester. NBK reserves the right to suspend, restrict or cancel the beta test and/or terminate the Tester's participation at its sole discretion.

4. Safety Precaution

The Tester must take reasonable security measures to prevent the Software from being viewed and used by unauthorised persons before the end of the test period.

5. Duration

The test period will last from 30 Mayv2024 to 30 June 2024.

6. Disclaimer

The Tester understands and acknowledges that the Software is a trial product and its accuracy and reliability are not guaranteed. Due to its experimental nature, the Tester is advised not to rely exclusively on the Software for any reason. The Tester waives any claims it may have against NBK arising from the performance or non-performance of the Software.

THE SOFTWARE IS PROVIDED AS IS, AND NBK ACCEPTS NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SAME, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

NBK will not be liable for any loss or damage caused to the Tester or any third party by the Software or by NBK's performance of this Agreement.

NBK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, BASED IN CONTRACT OR IN TORT OR ANY OTHER LEGAL THEORY, ARISING FROM ANY USE OF THE SOFTWARE OR PERFORMANCE OF THIS AGREEMENT.

8. No rights granted

The Tester understands and acknowledges that the Software is provided for the Tester's own use, for testing purposes only. Nothing contained in this Agreement shall be construed as conferring on the Tester any right, interest or expectation of any kind, express or implied, under any NBK Software or trade secret. The Tester may not sell or transfer any part of the Software to any third party or use the Software in any way to produce, market or support its own products. The Tester clearly acknowledges the Software as being the exclusive property of NBK.

9. Complete agreement

This Agreement contains the entire understandings between the parties relating to the subject matter hereof. Any representations, promises or conditions not explicitly set forth in this Agreement will not be binding on either party. All additions or modifications to this Agreement must be in writing and must be signed by both parties to be effective.