1.1 These general terms (‘General Terms') comprise a legal agreement between Windsor First Bulgaria Limited or First Canada Limited(‘acwires, ‘us’, ‘our’ or ‘we’) and you (‘Customer’, ‘your’, or ‘User’).
1.2 Windsor First Bulgaria Limited trading as ‘acwires’. 1018426BC Ltd trading as ‘First Canada’ and also under the Group of acwires.
1.3 Before using the Services, you must register with acwires and create a acwires Profile. Your Acwires Profile provides you with access to the Services through the Webapp.
1.4 This Agreement may be subjected to changes at our sole discretion. We will inform you of the changes via your registered email address with us or any other means deemed appropriate by us. By continuing to use our services after the changes, you are deemed to have read and understood the Agreement and accepted the Terms and Conditions.
2.1 In this Agreement, unless otherwise expressed in a different context:
Account means all your accounts with us, including accounts for the purpose of using any of our Services.
Authorised User has the meaning given to it in clause 6;
Applicable Law means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgment of a relevant court of law, including in relation to money service business, payment services, antimoney laundering, consumer and data protection;
Balance means any amount of e-money and virtual asset held in your account with us.
Company or Business or Corporate means an entity who is not a natural person.
E-money means stored value in your Account which is equivalent to the same amount in its corresponding stored currency. All money and virtual assets received in your Account is considered as e-money.
Virtual Asset” or “Cryptocurrency” means any digital or blockchain-based asset that can be stored, transferred, or exchanged electronically, including tokens, coins, stablecoins, and other forms of digital value not issued by a government or central bank.
Fiat Currency” means any traditional, government-issued currency that is recognised as legal tender, such as USD, EUR, GBP, and similar national currencies.
Pricing and Fees means the fees applicable to the use of any of the Services.
Payment transaction or Order means an instruction by a sender to send money or virtual asset to a receiver or an instruction by a Customer to fund an Account. This includes conversion of one currency to another, fiat to virtual asset or virtual asset to fiat within your Account.
Beneficiary or Payee means the entity receiving the money and virtual asset from a payment transaction.
Third-Party Provider means any licensed or regulated financial institution, bank, electronic money institution, payment service provider, liquidity provider, correspondent banking network engaged by acwires to process, safeguard, review, or facilitate transactions
Services has the meaning given to it in clause 5.1;
3.1 Our company information. The Services are offered by acwires is registered in Bulgaria as a Limited Company: No. 207603654 and is regulated as VASP by the National Revenue Agency of Bulgaria. License No: EIK207603654. Registered address: 1124 Sofia, Sredets region, 9 Tsarigradsko shose Blvd., fl. 1, ap. 2 Bulgaria.
Or
Registered in Canada as a Limited Company: No. BC1018426 and is regulated as MSB by FINTRAC. License No: M23801617. Registered address: 3179 EAST KENT AVENUE NORTH VANCOUVER.BC.CANADA V5S4Y1.
3.2 How to contact us. You can contact us by:
emailing us at: [email protected];
sending mail to us at: 1124 Sofia, Sredets region, 9 Tsarigradsko shose Blvd., fl. 1, ap. 2 Bulgaria; and 3179 EAST KENT AVENUE NORTH VANCOUVER.BC.CANADA V5S4Y1
3.3 How we will contact you. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.
4.1If you are an individual, you must be at least eighteen (18) years of age.
4.2If you represent a Company, you confirm that you have the authority to bind the Company on whose behalf you use our Services, and that the Company accepts all the Terms and Conditions set in this Agreement.
4.3You must be eligible to register and use our Services and have the right, full authority, and ability to enter into this Agreement and perform under these Terms and Conditions.
4.4You must ensure that you will not be violating any laws or regulations by registering with us, entering into or by performing any part of this Agreement, or by otherwise using our Services.
5.1 acwires provides various types of Services which you may choose to use from time to time. These Services may include fiat & virtual asset exchange services, collection services, remittance services, payout services, foreign exchange services, online payment acceptance services (the “Services”).
5.2 You may convert e-money and virtual assets held in a currency in your Account to any other currencies and virtual assets which we support from time to time. A conversion fee may apply for each conversion. You will be able to view the fees before ordering the transfer. You must agree to our fees to proceed with the conversion.
5.3 You must not use your Account to send, receive, convert, or transfer on behalf of someone else.
5.4 Disclaimers. To the extent permitted by law, acwires makes no warranties, guarantees or representations of any kind with respect to the acwires Platform, the Webapp or the Services. All warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or non-infringement of third party rights) given by acwires are excluded to the extent permitted by law. In particular, acwires:
does not make any commitments about the content or data within the acwires Platform, the specific functions of the Services or its accuracy, reliability, availability or ability to meet the Customer's needs;
does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contain and/or display information that is current or up-todate, and will be free from bugs or viruses, or never be faulty;
may occasionally have to interrupt the Customer's use of the Services for operational, security or other reasonable reasons. In such a case, acwires will restore access as quickly as practicable; and
does not offer financial advice and the Customer must not treat any information or comments by acwires as financial advice.
6.1 The Customer may appoint an Authorised User to act on its behalf to conduct certain transactions or give instructions to acwires under the Terms. The Customer must set up each Authorised User with a User Profile and promptly provide acwires with the following details of any of the proposed Authorised Users: name of the Customer, name of the Authorised User, address and billing address of the Customer, phone and email address of the Authorised User, and any other contact or identification information of the Authorised User that acwires may reasonably require. The Customer will ensure that the Authorised Users comply with the Terms and in respect of the Customer's obligations and liabilities under the Terms, references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users.
6.2 acwires will receive instructions from the Authorised User(s) through the acwires Platform via the Web platform or, under prior arrangements agreed with acwires, manually through a representative of acwires.
6.3 The Customer agrees that:
the Authorised Users have the authority and capacity to provide instructions for the provision of Services to acwires on the Customer's behalf;
acwires will rely on the authority of the Authorised User, and the
Customer will be bound by the actions of the Authorised Users, until the Customer provides acwires with written notice withdrawing or otherwise varying the authority of an Authorised User;
the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users;
acwires may refuse access to the Authorised User(s) if acwires is concerned about unauthorised or fraudulent access; and
the Customer will promptly report to acwires any infringements or unauthorised access to the acwires Platform, including the Web platform, or any Service.
7.1 The Pricing and Fees are incorporated herein by reference and form part of these Terms and Conditions. Pricing and Fees are subject to change at acwires’s sole discretion.
7.2 You agree to pay all Pricing and Fees and your continued use of the acwires Services indicates your continued acceptance of the Pricing and Fees. We will publish any updated fees online and post a message to your acwires Account, or notify you via email as necessary. If you are unclear as to any applicable fee, you should contact us.
7.3 Your transactions may be subject to currency conversions or fiat & virtual asset exchange. If your transaction involves conversion it will be completed at a retail exchange rate determined by acwires based on the wholesale market rate at which acwires is able to obtain the relevant currencies or virtual assets. These wholesale rates are provided by a range of financial institutions based on market conditions. Where specified on the relevant page for a acwires Service or in your acwires Account any exchange rate applied may also include or be subject to a fixed fee or currency conversion Fee above the wholesale market rate obtained by acwires as specified in the Pricing and Fees. acwires works with a large number of third-party Service Providers in order to provide efficient cost effective currency conversion services and so it may not be possible to provide you with the actual or reference market rate information prior to conversion of a payment request or receipt. You may be charged a currency conversion Fee as a percentage of the transaction or as a fixed amount, as applicable and as specified in the Pricing and Fees.
7.4 Fees payable by you will be deducted from your acwires Balance and you hereby authorise us to so deduct such fees. Transaction fees will be charged when the transaction is executed. If your acwires Balance is insufficient to cover the fees, we may refuse to execute the payment. Reversal or chargeback fees will be deducted when incurred.
7.5 If the deduction of fees results in a negative acwires Balance, you will be required to repay such negative balance. Failure to do so is a breach of these Terms and Conditions. Repayment of the negative balance is due immediately, and we reserve the right at any time to send you reminders or to take other debt collection measures including but not limited to instructing a debt collection agency or attorneys or to pursue legal action. We reserve the right to charge you expenses we have reasonably incurred in connection with any debt collection or enforcement efforts.
8.1 Nothing in the Terms limits or excludes:
(a) in relation to each Party, its Liability for:
death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation;
any other act or omission, liability for which may not be limited under Applicable Law; and
(b) in relation to the Customer, its Liability for:
any sums properly due and payable to acwires under the Terms;
a breach by the Customer of Applicable Laws; and
liability arising under any indemnity given by the Customer.
(e) any error, mistake or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.
8.2 Subject to clause 8.1, the maximum aggregate Liability in any one (1) calendar year of acwires in relation to the Terms shall not exceed the aggregate Service Fees paid by the Customer in respect of that year in relation to the Terms.
8.3 Damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.
A “cookie” is a string of information which assigns you a unique identifier that we store on your computer. Your browser then provides that unique identifier to use each time you submit a query to the Site. We use cookies on the Site to, among other things, keep track of services you have used, record registration information, record your user preferences, keep you logged into the Site, facilitate purchase procedures, and track the pages you visit. Cookies help us understand how the Site is being used and improve your user experience.
9.1 Types Of Cookies
The following types of cookies may be used when you visit the Site:
9.2 Advertising Cookies
Advertising cookies are placed on your computer by advertisers and ad servers in order to display advertisements that are most likely to be of interest to you. These cookies allow advertisers and ad servers to gather information about your visits to the Site and other websites, alternate the ads sent to a specific computer, and track how often an ad has been viewed and by whom. These cookies are linked to a computer and do not gather any personal information about you.
9.3 Analytics Cookies
Analytics cookies monitor how users reached the Site, and how they interact with and move around once on the Site. These cookies let us know what features on the Site are working the best and what features on the Site can be improved.
9.4 Our Cookies
Our cookies are “first-party cookies” and can be either permanent or temporary.
These are necessary cookies, without which the Site won’t work properly or be able to provide certain features and functionalities. Some of these may be manually disabled in your browser but may affect the functionality of the Site.
9.5 Personalisation Cookies
Personalisation cookies are used to recognise repeat visitors to the Site. We use these cookies to record your browsing history, the pages you have visited, and your settings and preferences each time you visit the Site.
9.6 Security Cookies
Security cookies help identify and prevent security risks. We use these cookies to authenticate users and protect user data from unauthorised parties.
9.7 Site Management Cookies
Site management cookies are used to maintain your identity or session on the Site so that you are not logged off unexpectedly, and any information you enter is retained from page to page. These cookies cannot be turned off individually, but you can disable all cookies in your browser.
9.8 Third-Party Cookies
Third-party cookies may be place on your computer when you visit the Site by companies that run certain services we offer. These cookies allow the third parties to gather and track certain information about you. These cookies can be manually disabled in your browser.
9.9 Control of cookies
Most browsers are set to accept cookies by default. However, you can remove or reject cookies in your browser’s settings. Please be aware that such action could affect the availability and functionality of the Site.
For more information on how to control cookies, check your browser or device’s settings for how you can control or reject cookies, or visit the following links:
Apple Safari Google Chrome Microsoft Edge Mozilla Firefox Microsoft Internet Explorer Opera Iphone or Ipad (Safari)
In addition, you may opt-out of some third-party cookies through the Network Advertising Initiative's Opt-Out Tool
9.10 Other Tracking Technologies
In addition to cookies, we may use web beacons, pixel tags, and other tracking technologies on the Site to help customise the Site and improve your experience. A “web beacon” or “pixel tag” is tiny object or image embedded in a web page or email. They are used to track the number of users who have visited particular pages and viewed emails and acquire other statistical data. They collect only a limited set of data, such as a cookie number, time and date of page or email view, and a description of the page or email on which they reside. Web beacons and pixel tags cannot be declined. However, you can limit their use by controlling the cookies that interact with them.
9.11 Privacy Policy
For more information about how we use information collected by cookies and other tracking technologies, please refer to our Privacy Policy posted on the Site. This Cookie Policy is part of and is incorporated into our Privacy Policy. By using the Site, you agree to be bound by this Cookie Policy and our Privacy Policy.
10.1 You acknowledge and agree that, subject to any Applicable Laws, we have the right in our sole discretion at any time and without notice to you to (a) transfer any property interchangeably between any of your Accounts, (b) combine merge or consolidate any and all of your Accounts and/or (c) set-off any sum standing to the credit of any Account against any Payments, claims, costs, charges, penalties, expenses or other liabilities which you owe to us, save where it has been agreed between us that a particular Account or Accounts will not be subject to the provisions of this Clause.
10.2 At any time and from time to time, we may, without prior notice, set off any amount owing by you to us against any other amount owing by us to you, including amounts transferred to us as Margin. In the event that any Margin is used to set-off any amounts owed by you, you shall immediately restore such Margin, as requested by us; failing which we may terminate any or all unfulfilled Orders or Close Out any Trade or pending Trade, and you shall be responsible for any Losses suffered by us as a result of such termination. You acknowledge and consent to us netting Orders for the purpose of satisfying any Margin Call and/or satisfying any shortfall incurred by us on the (i) liquidation, termination or cancellation of any or all Orders and/or (ii) Close Out of any Trades or pending Trades. You acknowledge that we are not obliged to net Orders but may do so, at our sole discretion.
10.3 All amounts due to us by you under this Agreement shall be paid by you to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Laws).
10.4 Any exercise by us of our rights under this Clause 10 shall be without prejudice to, and shall not limit or affect, any other rights or remedies available to us under this Agreement or otherwise.
10.5 Without prejudice to any other rights and remedies available to us under Applicable Laws, we may charge interest on any overdue sum owed to us under this Agreement for the period from (and including) the original due date to (but excluding) the actual date of payment, at the Interest Rate.
10.6 You understand and agree that we may from time to time prevent you from withdrawing funds from any Account where any sums (including any Payment and/or Margin) are due but unpaid by you to us under the terms of this Agreement.
11.1 Account close At any time, you can request to close your account and stop using our Services, terminate the Terms by giving us thirty (30) days' written notice where there are no outstanding transactions between you and acwires.
11.2 We reserve the right to suspend any part or all of your access to our Services if:
You failed to provide information requested by us to facilitate your Payment Transactions;
Your Account has been inactive for more than 12 months;
We receive instructions to do so by the relevant authorities; • We believe that access to your Account has been compromised; or
We are required to conduct an investigation into your Accounts.
Depending on the situation and our legal obligations, we may or may not disclose the reason for your suspension.
When your Account is suspended, you will not be able to order any Payment Transactions. Your e-money and virtual assets in your Account still belongs to you, but you will not be able to use them until the suspension is uplifted.
12.1 Use
of Regulated Partners
The
Client acknowledges and agrees that Acwires utilises third-party
banking partners, electronic money institutions, payment service
providers and other regulated entities (“Partners”) for the
processing, safeguarding, settlement and/or execution of payment
transactions.
12.2
Regulatory and Compliance
Holds
The Client understands
that Partners may, at their sole discretion and without prior notice,
impose a temporary hold, freeze, delay or restriction on funds or
transactions in order to comply with applicable laws and regulations,
including but not limited to:
(a) anti-money laundering and
counter-terrorist financing obligations (AML/CTF);
(b) sanctions
screening and embargo requirements;
(c) fraud, security or
operational risk controls;
(d) internal investigations, system
reviews or regulatory directives.
12.3 Effect
of Third-Party Actions
Where
a Partner initiates any such review or hold, the Client acknowledges
that:
(a) Acwires may be legally restricted from providing
details regarding the review, its scope, or its duration;
(b)
Acwires has no control over the timing, handling or outcome of the
Partner’s review;
(c) Acwires shall not be liable for any
loss, damage, delay or indirect consequences arising from a Partner’s
actions or inactions;
(d) Funds shall be released only upon
completion of the Partner’s review and subject to the Partner’s
approval.
12.4
Cooperation With Information
Requests
The Client agrees
to promptly provide any documentation or information reasonably
required by Acwires or its Partners to satisfy compliance
requirements, including but not limited to: invoices, contracts,
commercial justifications, source of funds, purpose of payment,
identity or verification documents, or any other supporting evidence
deemed necessary.
12.5 No
Guarantee of Processing Times
Acwires
makes no representation, warranty or guarantee regarding the
processing time of any transaction where a Partner has initiated a
compliance, regulatory or operational review. Any timeframes
communicated by Acwires shall be deemed estimates only and shall not
be binding.
12.6
Suspension of Services
Acwires
reserves the right to suspend, delay or refuse the execution of any
transaction where Acwires or its Partners determine, in their sole
discretion, that such action is necessary for compliance or
risk-management purposes.
12.7
Indemnity
The
Client agrees to indemnify and hold harmless Acwires from any claims,
liabilities, losses, damages or expenses arising out of or relating
to delays, freezes, or reviews initiated by Partners in accordance
with their legal or regulatory obligations.
12.8
Reputational Protection
The
Client agrees that it shall not make false, misleading or defamatory
statements regarding Acwires in circumstances where delays or
disruptions are caused by a Partner’s regulatory obligations or
actions beyond the reasonable control of Acwires.
13.1 Customer's Indemnity.
The Customer shall indemnify and keep indemnified acwires and its Affiliates on demand against all Losses incurred or suffered by acwires and its Affiliates in connection with or as a result of:
the Customer's breach of any term of the Terms;
failure to comply with Applicable Law;
failure to comply with the Acceptable Use Policy;
the Customer's use or misuse of the Services including acwires Platform;
acwires acting on any of the Customer's or any of its Authorised Users' instructions or which acwires reasonably believe to have been made by the Customer or an Authorised User; or
acwires funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and acwires incurs Losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.
14.1 The Customer will (and will ensure that any Personnel will):
comply with all Applicable Law relating to Sanctions, bribery and corruption including the –
the Hong Kong Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615);
- the Hong Kong Prevention of Bribery Ordinance (Cap. 201);
- the UK Bribery Act 2010;
- the US Foreign Corrupt Practices Act;
- the Crimes Act 1914 (Cth) and Criminal Code Act 1995 (Cth);
- all applicable European Union sanctions regulations and directives;
- United Nations Security Council sanctions resolutions;
- the sanctions laws and regulations administered by the U.S. Office of Foreign Assets Control (OFAC);
- all applicable Bulgarian anti-money laundering and counter-terrorist financing legislation, including the Measures Against Money Laundering Act and relevant implementing regulations;
- all applicable Canadian anti-corruption, sanctions, and AML/CTF legislation, including the Corruption of Foreign Public Officials Act, the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act;
and any laws and rules based on the OECD treaty (“ABC Legislation”).and any laws and rules based on the OECD treaty ('ABC Legislation');
not do or omit to do anything likely to cause acwires to be in breach of any such ABC Legislation;
not give or receive any bribes, including in relation to any public official;
maintain a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation; and
provide acwires with sufficient reasonable assistance to enable it to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation.
14.2 The Customer represents and warrants that it is not, and will ensure that none of its Personnel is a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person.
15.1 Complaints Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request.
15.2 Notices
(a) All notices, demands and
other communications provided for or permitted under the Terms must
be:
(i) made in writing in English; and
(ii) if:
given to acwires, it must be addressed to the postal address or email address set out in clause 3.2 (or otherwise as notified by acwires to you from time to time); and
given to the Customer, it must be addressed to the postal address or email address which acwires has recorded for the Customer in the Customer’s acwires Profile as the Customer has updated from time to time.
(b) All notices, demands and other communications provided for or permitted under the Terms and delivered in accordance with clause 14.2 (a) will be deemed delivered:
if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the Party’s postal address above; or
if sent by post, two (2) days after the day of posting; or
if sent by email, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next working day after posting.
(c) Notices to be given by acwires or its Affiliates to the Customer and/or its Affiliates may be given by acwires, for and on behalf of its Affiliates, to the Customer directly.
(d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.2 Relationship Nothing in these General Terms will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person. 15
15.3 Assignment and subcontracting You will not assign the Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of the Terms. We may assign the Terms, in whole or in part, or subcontract our obligations under it, without your consent.
15.4 Waiver No failure or delay by a Party to exercise any right or remedy provided under the Terms or Applicable Law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.
15.5 Severability If any provision of the Terms is determined to be invalid, unenforceable or illegal by any court of competent jurisdiction, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
15.6 Records The Customer agrees that, except in the case of manifest error, acwires 's records of the Customer's use of the Services and of transactions carried out through the acwires Platform is conclusive evidence of its contents.
15.7 Set-Off We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these General Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with acwires.
15.8 Other languages The Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.
15.9 Governing law The Terms will be governed by and constructed in accordance with the laws of Bulgaria. The Bulgaria courts have exclusive jurisdiction to settle any dispute (including non-contractual disputes or claims arising out of, relating to or having any connection with these Terms (for the purpose of this clause, a ‘Dispute’) and each party submits to the exclusive jurisdiction of the Bulgaria courts. For the purposes of this clause 14.10, each party waives any objection to the Bulgaria courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
15.10 Class waiver To the fullest extent permitted by law, each Party agrees that any dispute arising out of or in connection with the Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms or any of the transactions contemplated between the Parties.