We may make changes to this Agreement from time to time and when we do, we will update the “Last Updated” date given above. We may notify you through your registered email address on the Platform of the revisions made to this Agreement. However, you understand that this may not always be practicable and when that occurs, you agree to waive your right to notification.
It is your responsibility to review this Agreement frequently and to stay informed of all changes which may be made to it. The current version of this Agreement will supersede all earlier versions from time to time. By using our services after a revision has been made to this Agreement, you consent to be bound by the changes we made.

Under this Agreement, the following words and meanings will have the meanings ascribed to them

2.1

“Applicable Law” means every law applicable to the services under this Agreement for the time being in force in our jurisdiction of operation;

2.2

“Application/App” means the mobile application operated by Cleva that facilitates transactions to our customers on our mobile application through aggregated accounts provided by Cleva;

2.3

“Accepted Payment Method” means the specific form of payment such as a payment by Card, Bank Transfer, or any other payment method that is accepted by Cleva in exchange for transferring funds into your virtual account;

2.4

“Business Days” means a day other than a Saturday, Sunday or a public holiday in the United States of America when banking institutions in either country are not open for business;

2.5

“Confidential Information” means all and any confidential and proper information shared between the parties, whether or not marked as ‘confidential’ or if by its nature intended to be for the knowledge of the receiving Party alone, shall be kept confidential by the receiving Party unless or until the receiving Party can reasonably demonstrate that such information and material, is, or part of it is, in the public domain through no fault of its own;

2.6

“Deposit” means the transfer of US Dollars into your Cleva Account as referenced in Clause 6.2;

2.7

“Pay Out” means the disbursement of local currency;

2.8

“Transaction” means the conversion of US Dollars to local currency, transfer of local currency, card bill pay, and Cleva to Cleva transfers;

2.9

“Fees” means the fees that are imposed on each Deposit and/or Transaction that is made using your Cleva Account;

2.10

“USD” means United States Dollars;

2.11

“Reversal” means the process of invalidating or undoing a previously authorized or completed transaction on our platform.

2.12

“Refund”means the process of returning funds to a customer after a transaction has been canceled, reversed, or disputed.

2.13

“Website” means https://www.getcleva.com as updated from time to time.

Cleva is a financial technology company that enables its customers to receive payment from US-based businesses and individuals for their goods and services. As a user of our Platform, you will be able to open a USD account with Cleva (the “Cleva Account”), receive payments into that account, save in USD, and payout in your local currency. Cleva is not a bank. We facilitate all accounts and banking services through our partnerships with licensed financial institutions.

4.1

For us to offer our services, you are required to provide us with the following:

4.1.1

For non-sole proprietary businesses:

• Business Name
• Business Type
• Business registration number
• Business registration date
• Business address
• Industry
• Certified Business Incorporation documents
• Shareholder report document
• Controller identification such as
• Legal Name (first and last name)
• Job Title
• Date of birth
• Nationality
• National Identification Number
• Residential address
• Email address
• Online profile link (e.g. Linkedin profile)
• National ID
• Selfie picture and/or video
• List of all beneficial owners who own 25% or more of the business, including their identity information such as
• Legal Name (first and last name)
• Ownership percentage
• Date of birth
• Nationality
• National Identification Number
• Residential address
• Email address
• National ID
• Selfie picture and/or video
4.1.2

For sole-proprietors:

• Legal Name (first and last name)
• Date of birth
• Nationality
• Residential address
• National Identification Number
• Online profile link (e.g. Linkedin profile)
• Expected source of funds
• Expected monthly payments
• National ID document
• Selfie picture and/or video
• Business Name
• Phone Number
4.1.3

As a proof of your address, a copy of any of the following documents would suffice:

• Bank statement
• Government issued tax statement;
• Utility bill
4.2

We may request, in our sole discretion, any additional information or documents we deem necessary and appropriate in line with our assessment of risks relevant to you as our client, both in the course of our review of your application and throughout your use of our services;

4.3

You undertake that all information and documents which you present to us are true, accurate and up to date. If, at any point during the term of this Agreement, any of the information and documents presented to us should change or you identify that they were false, inaccurate and / or incorrect in any form, then you shall promptly present us with the respective updated information and documents within seven (7) days of notifying us;

4.4

You understand and accept that we have the right to suspend and/or terminate your access to our Platform and the use of our services, for any reason or if we find that any of the information provided to us, are false, inaccurate or incomplete . Additionally, if we detect or suspect any fraudulent activity, illegal actions, or misuse of our platform in connection with your account, we reserve the right to take immediate action, including but not limited to suspension or termination of your access to our services.

5.1

Once your Profile is created, you will be able to access your transaction history and all other transactions relevant to your Cleva Account.

5.2

We will set the minimum and maximum balance to be retained in the Cleva Account, and the total daily transaction limit.

6.1

Deposits are carried out by way of bank transfer through ACH, domestic wire transfer or international wire transfer;

6.2

We will provide you with transaction information to facilitate your funds transfer. You understand that your Deposits are to be made in USD in the manner set out in Clause 6.1;

6.3

Once we have received the Deposit, we will credit your Cleva Account with the exact funds you provided net of any associated fee. We are only responsible for the funds deposited once we have received it

6.4

When you wish to perform a Transaction, we will request that you provide us the following:

6.4.1

Name of the beneficiary;

6.4.2

Beneficiary's bank / payment institution;

6.4.3

Beneficiary's bank account number;

6.4.4

Purpose of the payment;

6.4.5

Any other information requested by us; and follow the on-screen instructions to confirm the Transaction.

6.5

If you request a transfer in a non-USD currency, we will first convert your USD to the requested currency using the exchange rate we previously provided and disburse the final amount to the beneficiary using the account information you provided.;

6.6

You understand that each Transaction, once processed, shall be completed within one (1) business day unless otherwise delayed for reasons outlined in Section 6.11;

6.7

You understand that you are solely responsible for ensuring the accuracy of the beneficiary’s bank account information and we will not be liable to pursue recovery from any account we make a Pay Out to, when the account payment is made to correlate with the information you provided to us.

6.8

Where we are unable to process a Transaction due to a system error on our end, we will notify you of this after 24 hours and continue to attempt the processing of the Transaction;

6.10.1

You have not provided the information or any additional information we have requested to execute the Transaction;

6.10.2

You fail to authorize the Transaction in accordance with any request we make;

6.10.3

The Transaction differs from your usual pattern of transacting;

6.10.4

If Applicable Law prohibits the Transaction from being executed and/or we are required to carry out further financial crime checks;

6.10.5

If we believe or suspect that a Transaction may be fraudulent or relate to any other criminal activity;

6.10.6

You have breached the Agreement in any manner, or carrying out the Transaction would result in such a breach;

6.10.7

If we have any reason to delay your transaction we will notify you of such delay and will only provide you with the reason for the delay and the next course of action if we are permitted to do so under an Applicable Law.

7.1

You acknowledge and agree that we will collect a Fee for each Deposit and/or Transaction conducted by you. The Fee shall be automatically deducted from your Cleva Account. Pricing can be found at https://getcleva.com/pricing.

7.2

You agree that the Fee will be added to the total payment processed for an individual payout;

7.3

We reserve the right to alter the Fees as we deem fit and we will provide notice to you in the event of such alteration. The continued use of our App after any such change in the service fee calculation shall be seen as your consent to such change.

8.1

We do not provide refunds or reversal of funds once a Transaction is processed except where and to the extent required by Applicable Laws

8.2

In the event of a reversal of funds, we will:

8.2.1

Notify you through your registered email address that the payment was reversed;

8.2.2

Once you receive the email notification we expect you to either elect that we credit you back with the USD in your Cleva Account;

8.2.3

You understand that the exchange rate of converting the reversed currency back to USD will be the exchange rate applicable at the time of the reversal.

8.2.4

You understand that we shall not provide you with a refund on the Fees.

8.3

You understand that when you are the beneficiary of a payment to your Cleva Account and you receive a payment which is subsequently refunded or invalidated for any reason, you are fully liable for the complete payment amount initially received, along with any associated Fees;

8.3.1

We will promptly and automatically refund or reverse the transaction from your Cleva Account, using the same currency as the original transaction;

8.3.2

If, however, your Cleva Account balance is insufficient to cover the refund or reversal amount, we will notify you of the refund or reversal, and you will be required to fund your Cleva Account with the required funds.

9.1

You understand that you are fully liable for ensuring that your email address, password and any other confidential information about your Cleva Account is secure and protected;

9.2

In the event that your Cleva Account is compromised due to your failure to ensure adequate security of your confidential information, we shall not be liable for any losses, damages or costs incurred by you.

10.1

Your onboarding and continued use of our Platform is subject to your compliance with our acceptable use requirements. You agree not to use our Platform or services for any of the following;

10.1.1

the benefit of a country, organization, entity, or person sanctioned, embargoed, or blocked by any government, including those on applicable national and international sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), Financial Actions Task Force (FATF), etc.

10.1.2

Facilitation of illegal transactions

10.1.3

Breach of the provision of any Applicable Law or regulations;

10.1.4

Circumvent, disable or otherwise interfere with the normal operation of our services or affect the use of our services by other customers.

10.1.5

Violate the rights of a third party;

10.1.6

Modify, adopt, decipher, decompile, disassemble or reverse engineer any software composed in or in any way making up a part of our Platform.

11.1

You understand and agree that we provide our services to you on an 'as is' and 'as available' basis. We do not guarantee that our services will meet your expectations or will be secured.

11.2

We specifically disclaim that our Platform is free of viruses or errors, or that the content is accurate and will be uninterrupted, or that defects will be corrected or that the service will be available at all times or access to our Platform or any part of the services, our terms and other information provided by us or any part of our services will be continuous, uninterrupted, timely, or error-free.

11.3

We expressly disclaim all warranties of any kind, whether express or implied including without limitation implied warranty of merchantability, fitness for a particular purpose, title, non infringement, security or accuracy.

11.4

We shall not be liable for any direct or indirect losses or damages arising out of or in connection with the use of our services except that we may be liable for losses due only to our willful misconduct or gross negligence.

11.5

No advice or information obtained from us will create any warranty not expressly stated in this Agreement. We do not warrant the accuracy or completeness, or reliability of any information you access through the use of our services

12.1

You will indemnify us fully for any loss or damage we may sustain when you fail to perform your obligations under this Agreement, an Applicable law or violate our acceptable use policy.

12.2

Whenever your indemnification responsibility is triggered, it will also include interests that may be added to the amount payable.

13.1

Any information we receive from you or which you provide us with, and which by its nature ought to be confidential or which is communicated to be confidential is to be treated with the utmost confidentiality. This implies that Cleva and you will not communicate them to third parties without the written consent of the party who had disclosed such information. Provided that You understand that this clause does not restrict us from making disclosures to:

13.1.1

Our affiliates or partners for the provision of the services contemplated and incidental to services under this terms of use ;

13.1.2

Law enforcement and regulatory authorities that require this information in the performance of their duties.

Your use of our services may be subject to additional terms that may apply between us and our partners for the purpose of providing our services to you, and by using our services you agree to be subject to such additional terms.

This Agreement and all disputes that may arise under it are subject to the laws of the state of Delaware, United States without regard for conflict of law rules. All disputes which may arise from this Agreement shall first be resolved by negotiation. However, where negotiation subsists for 14 days without resulting in the termination of the Agreement, the dispute shall be resolved by mediation.

16.1

To improve our user’s experience, and to broaden the reach of our services we will make updates to our Platform from time to time;

16.2

This will include introducing new features to our Platform and introducing additional services;

16.3

By consenting to this Agreement you agree to be migrated to our improved Platform as they are introduced;

16.4

We will provide you with notice before migration and you have the right to discontinue the use of our services where these new features and additional services do not meet your needs.

17.1

You consent to receive all notices, disclosures, and other communications required to be provided under this Agreement, electronically, through email and other commercially acceptable, electronic means of communication, and such electronic means of communication satisfies any legal or contractual requirements for written communications.

17.2

This agreement may be executed through digital signatures, and you may not at any time in the future repudiate the legality of such signature.

If you have any questions or inquiries concerning our service or Platform, please contact us at legal@getcleva.com.