Customer Agreement

1. Welcome to Wise

1.1 This Customer Agreement. This is the contract between you ("You") and Wise Payment Limited, “Wise” and Lakala Payment Co., Ltd. (拉卡拉支付股份有限公司) (“Lakala”), which defines the terms and conditions on which we provide our Services to you (the “Agreement”). Unless context requires otherwise, the terms “we”, “us” or “our” refer to both Lakala as your financial service provider and Wise. For the avoidance of any doubt, Lakala, as the licensed payment entity in China, is responsible for ensuring our Services’ compliance with all legal and regulatory requirements in China.

This Agreement refers to and incorporates by reference additional documents (the “Additional Documents”), which also apply to your use of our Services, including:

• (a) Our Privacy Policy, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. By using our Services, you consent to such processing, and you promise that all data provided by you is accurate.
• (b) Lakala's Privacy Notice, which sets out the terms on which Lakala processes any personal data they collect on you via Wise. Based on the Services provided under this Agreement, some of the terms of the Lakala’s Privacy Notice may not be fully applicable to you. Wise does not take responsibility for any changes that are made to this privacy policy.
• (c) Our Cookie Policy, which sets out information about the “cookies” on our Website.
• (d) Our Acceptable Use Policy, which sets out the permitted and prohibited uses of our Services.

You may access the Service through the Website or other URL as may be updated from time to time, together with the Wise mobile application software for iOS and Android.

The definitions of capitalised terms are below in the Glossary (section 2) or defined in parenthesis within this Agreement or the Additional Documents.

1.2 By visiting the Website or using our Services (including downloading and using our App, or using our Services via the API, a social media or other platform or other authorised third party), you confirm that you accept and agree to this Agreement in its most current form as posted on our Website, App or by an API Partner. If you do not agree, you must not use our Services.

1.3 In case of any discrepancies between this Agreement and the Additional Documents or information we provide on our Website or App or via an API Partner, what is stated in this Agreement shall prevail.

1.4 In order to receive some of our other services, you may be asked to agree to additional terms and conditions which we will notify you about before you use that service.

1.5 You must agree to this Agreement each time you use our Services.

1.6 Future changes to this Agreement. Subject to section 18, we will make changes to this Agreement from time to time and the revised Agreement will take effect as soon as it is posted on the Website and App or on the date notified to you.

1.7 Where to get a copy of this Agreement. You can always see the most current version of this Agreement on our Website.

2. Glossary

In this Agreement:

• API means the application programming interface provided by Wise, for example, through an API Partner.
• API Partner means a business we have partnered with (including Lakala) for Wise to offer our Services through their website, mobile application or similar.
• App means the mobile application software where we offer our Services, the data supplied with the software and the associated media.
• Business Day means a day other than a Saturday, Sunday or a public holiday in China when financial institutions in China are open for business.
• China means mainland China, which for the avoidance of doubt, excludes Hong Kong, the Macau Special Administrative Region and Taiwan.
• Intellectual Property means (i) rights in, and in relation to, any trademarks, logos, patents, registered designs, design rights, copyright and related rights, moral rights, databases, domain names, utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.
• Money Transfer means a direct transfer of funds paid by you to your designated overseas bank account, which is held directly in your name.
• Services means the Money Transfer service provided by Lakala and facilitated by Wise. Funds are paid to Lakala in RMB from China and transmitted to your overseas bank account (located in any other countries outside of China determined by Wise in its sole discretion) and paid out in a currency other than RMB via electronic funds transfer, wire transfer or other electronic methods.
• Website means any Wise webpage, including but not limited to www.wise.com, where we provide the Services to you.

3. Who we are and how to contact us?

3.1 Our company information. Wise is a company incorporated under the laws of England and Wales with company number 07209813. Wise’s registered office is 6th Floor, TEA Building, 56 Shoreditch High Street, London E1 6JJ, United Kingdom. This office is for Wise employees only and is not open to customers or members of the public.

3.2 Wise is authorised by the Financial Conduct Authority (FCA). Wise is an authorised electronic money institution (EMI) under the EMRs 2011 and the PSRs 2017 for the issuing of electronic money and providing payment services. Wise’s FCA reference number is 900507.

3.3 Lakala Company Information. Lakala is a company incorporated under the laws of People’s Republic of China with company number 91110108770425654N. Lakala’s registered office is 606, 6/F, Block D1, Zhongguancun No.1, Beiqing Road, Haidian District, Beijing, China.

3.4 Lakala is authorised by the People's Bank of China. Lakala is a licensed third party payment company pursuant to the “Non-financial Institution Payment Service Management Measures” for the provision of cross-border RMB payment services. Lakala’s licence reference number is Z2002511000017.

3.5 For the avoidance of doubt, this Service is provided to you under Lakala’s licence.

3.6 If you are using Wise to pay for a money transfer in a currency other than RMB, then one of these other terms and conditions may apply.

3.7 How to contact us. Please contact Wise directly. You can contact Wise by email, web chat or telephone. Wise’s contact details are provided on the Contact page of our Website.

4. Who can use our Services?

4.1 Requirements. You may only use our Services if you satisfy all of the following:

• a) you are not a Chinese national;
• b) you are employed or self-employed in China;
• c) you currently reside or have previously resided in China;
• d) you are at least 18 years old; and
• e) you are using the Service to transfer post-tax salary to your own overseas bank account only.

4.2 One Wise Account per person or entity. Each person may only open and maintain one profile. Each Wise profile holder is individually bound to the terms of this Agreement.

4.3 Transacting on your own profile. All activities under a Wise profile shall be deemed as activities carried out by you. You agree to only use the Services to transact on your own Wise profile and not on behalf of any other person or entity. You may not allow others to access or use the Services or a Wise profile on your behalf.

5. Getting Started

5.1 Using our Services. To start using our Services, you must create a profile and provide certain information as prompted by us.

5.2 Information must be accurate. All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We cannot be responsible for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.

5.3 Security and customer due diligence checks. We are required by law to carry out certain security and customer due diligence checks on you in order to provide any Services to you. In some circumstances, we might need to also perform checks on other parties (if any) involved in a particular transaction. You agree to comply with any request from us for further information, including your passport, visa or work permit, proof of residency, proof of income, salary slip, bank statement, proof of employment and tax slips, and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Wise profile with us or in the event of a dispute relating to this Agreement or our Services. You agree we may disclose certain information about you, including your name, residential address and date of birth to a credit reporting agency in order to obtain a credit report for these purposes.

5.4 We reserve the right to close, suspend, or limit access to your profile or the Services in the event we are unable to obtain or verify such information.

6. Staying Safe While Using Our Services

6.1 When accessing your Wise profile, you should at the minimum do the following:

• a) Change your password regularly and ensure that it isn’t reused across other online accounts.
• b) Contact Customer Support if anyone asks for your login details, including your password.
• c) Always follow recommended password management practice, including by using strong passwords, using a mixture of letters, numbers and symbols.
• d) Set up 2-step authentication where prompted by us.
• e) Keep your email account secure. You may reset your Wise Account Password using your email address. Let Customer Support know immediately if your email address becomes compromised.
• f) Update the App on your device to the latest version available.
• g) Update the device’s browser to the latest version available.
• h) Maintain the device’s operating systems with regular security updates provided by the operating system provider.
• i) Install and maintain the latest anti-virus software on the device, where applicable.
• j) Ensure that any message that purports to be from Wise is authentic; we will never ask you to share your password or multi-factor authentication code.

6.2 You must NOT:

• a) Disclose your login credentials or your customer reference number (which starts with the letter P followed by a series of numbers), and you must keep them safe.
• b) Let anyone access your Wise profile or watch you accessing it, including letting someone else take remote control of your device(s).
• c) Use any functionality that allows your login details or passwords to be stored by the computer or browser you are using or to be cached or otherwise recorded.
• d) Do anything which may in any way avoid or compromise the 2-step authentication process.

6.3 Contact us if you suspect your Wise Account has been compromised. If you suspect your Wise Account or other login credentials are stolen, lost, used without your authorisation or otherwise compromised, you must contact Customer Support immediately. We recommend that you both call and email Customer Support right away. You are also advised to change your password. Any undue delays in notifying us may affect the security of your Wise profile and also result in you being responsible for losses. You must provide us with any reasonable assistance we require from you to investigate and take any action required to secure your account.

6.4 Additional Services you use may have additional security requirements and you must familiarise yourself with those.

6.5 You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. We cannot guarantee that our Services will be free from bugs or viruses.

7. Limits on How You can Use our Service

7.1 You must not misuse our systems. You must not misuse our Services by:

• a) Introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful;
• b) Taking any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or attacking our Website, App or API with any type of denial-of-service attack;
• c) Using an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers; or
• d) Interfering or disrupting or attempting to interfere or to gain unauthorised access to our Website, software, API, systems (including any networks and servers used to provide any of the Wise Services) operated by us or on our behalf, any of the Wise Services or other users’ use of any of the Wise Services.

7.2 We may suspend your Wise Account or your access to our Services for security reasons. We may suspend your Wise Account or restrict its functionality if we have reasonable concerns about:

• a) the security of your Wise profile;
• b) suspected unauthorised or fraudulent use of your Wise Account or our Services; or
• c) suspected violations of this Agreement or the Additional Documents.

We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or soon thereafter, unless notifying you would be unlawful or compromise our reasonable security measures.

7.3 You must not misuse our Services. You must not misuse our Services by:

• a) Breaching this Agreement, Additional Document, or any other agreement between you and any Wise entity;
• b) Violating any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
• c) Infringing Wise’s Intellectual Property;
• d) Selling counterfeit goods;
• e) Acting in a manner that is defamatory, libelous, threatening or harassing;
• f) Providing false, inaccurate or misleading information;
• g) Sending or receiving what we reasonably believe to be potentially fraudulently gained funds;
• h) Refusing to cooperate in an investigation or provide confirmation of your identity or any information requested by us;
• i) Attempting to “double dip” during the course of a dispute or claim by receiving or attempting to receive funds from both Wise and a third party (e.g., a merchant), bank or card issuer for the same transaction;
• j) Conducting your business or using Wise’s Services in a manner that results in or may result in;
  • i. complaints to or about Wise;
  • ii. requests by third parties to invalidate payments made to you;
  • iii. fees, fines, penalties or other liability or losses to Wise, other Wise customers, third parties or you;
• k) Using our Services in a manner that Wise, a card network or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
• l) Accessing the Wise Services from a country that is not included on Wise’s permitted country list;
• m) Taking any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers or service providers;
• n) Circumventing this Agreement or any Additional Document or Wise policy or determinations about your Wise profile such as temporary or indefinite suspensions, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional Wise profile(s) when a profile has been restricted, suspended or otherwise limited;
• o) Opening new or additional Wise profiles using information that is not your own (e.g., name, address, email address, etc.);
• q) Harassing, being abusive towards and/or threatening our employees, agents, or other customers; or
• r) Abusing a card network dispute resolution process

7.4 The actions we may take if you engage in any restricted activities

If we believe that any of the activities listed in sections 7.1 to 7.3 above have occurred, we may take several actions to protect Wise, its customers and others at any time at our sole discretion. The actions we may take include, but are not limited to, the following:

• a) terminating this Agreement;
• b) deleting your Wise profile and terminating your access to our Services, which means your profile will not be available, without notice, without penalty to us;
• c) reporting suspected breach of law, regulation, or criminal statute to the relevant law enforcement authorities, and we will cooperate with those authorities, including by disclosing your identity to them;
• d) refusing to provide our Services to you or your businesses in the future;
• e) limiting your access to our Website, App, software, systems (including any networks and servers used to provide any of the Wise Services) operated by us or on our behalf;
• f) contacting your bank or credit card issuer, other impacted third parties, or law enforcement about your actions;
• g) updating inaccurate information you provided us; and
• h) taking legal action against you, including seeking damages and reimbursement for losses and fees.

8. Court Orders

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with court order, applicable law or regulatory requirements, we may be required to take certain actions. We will decide, in our sole discretion, which action is required of us. Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will attempt to notify you of these actions using the contact information that you have provided to us. We do not have an obligation to contest or appeal any court order or legal process involving you, your Wise profile or your use of our Services. When we implement a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold, reserve or limitation may remain in place longer than 180 days.

9. Closing your Wise profile

9.1 You may stop using Wise and/or close your Wise Account at any time. You may delete your Wise profile and/or end your ability to use our Services at any time by following the steps provided by us on our Website, App or via an API Partner.

9.2 When you may delete your profile. You must not delete your profile:

• a) To evade an investigation; or
• b) If you have a pending transaction or an open dispute or claim;

If you attempt to do this, we may hold your money for a period of time that is reasonably necessary to protect our interest.

9.3 You are responsible for your Wise profile after deletion. You agree that you will continue to be responsible for all obligations related to your Wise profile and your use of our Services, even after it is deleted or you have stopped using our Services.

9.4 We may end this Agreement by giving you thirty (30) days’ prior notice. We may end this Agreement and terminate your Wise profile or any Services associated with it by giving you thirty (30) days’ prior notice, where required.

9.5 You cannot use the App if this Agreement ends. On termination for any reason all rights granted to you in connection with the App shall cease, you must immediately delete or remove the App from your devices.

10. How much will you pay

10.1 You must pay our fees. You must pay the fees in connection with the use of our Services. We may not process your transaction(s) or provide any other Services to you until we have received the fees from you. Our fees do not include any fees that an API Partner, your bank or other third party may separately charge.

10.2 You can see our fee structure on the Pricing page. You can see our fee structure on the "Pricing" page. For clarity, the fees applicable to you as set out on the "Pricing" page forms part of this Agreement which may be subject to change as set out in section 18.

10.3 We can make deductions for amounts you owe us from Money Transfers. You agree that we are authorised to deduct our fees from each Money Transfer.

10.4 We have the right to change our fees by notifying you at least thirty days in advance.

10.5 Taxes You are responsible for any taxes which may be due by you resulting from your use of our Services, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.

10.6 Value Added Tax (VAT) applicability:

• a) Where such Service provided by us is subject to VAT, you will pay VAT over to us in addition to the agreed fees.
• b) Unless set out elsewhere in this Agreement, all services provided by us and the fees on these are exclusive of any applicable VAT.
• c) The VAT will be payable at the same time as the underlying fee, except where you have the responsibility to self account for such VAT to a tax authority.

10.7 API Partner fees. An API Partner may charge a fee for the convenience of using our Services via the API Partner. This fee is set by the API Partner and is separate to any fees charged by Wise for your transaction(s). Wise may collect this fee on behalf of an API Partner.

CONVERTING CURRENCY

11. Currency conversion

11.1 Our Services include the ability to convert currencies, as part of a Money Transfer.

11.2 Exchange rate. When we refer to an exchange rate in this Agreement, it means the exchange rate at the relevant time for the relevant currency pair (for example, GBP to EUR, USD to AUD) that is offered by Wise at the relevant time for the relevant currency pair, which is typically provided by a reference rate provider. We may change our reference rate provider from time to time without notice to you.

11.3 For some currencies, we do not use the mid-market exchange rate, including where we are required by law to use a different reference rate for the exchange rate for your currency pair. For these currencies we will notify you of the exchange rate offered by Wise when you initiate a current conversion.

11.4 We may not process your currency conversion order until we hold or have received the funds and fees specified on our Pricing Page. It is your responsibility to ensure money is sent to us to fund a currency conversion order in a timely manner. We cannot be responsible for the time it takes for the money to be sent to us by your bank or payment service provider.

11.5 Refusing a currency conversion order. We reserve the right in our sole discretion to refuse any currency conversion order. Reasons for refusal may include but are not limited to incorrect information about your overseas bank account, insufficient available funds, or where we believe you may have violated this Agreement, including where we believe you are or may be attempting to engage in currency trading or other trading for purposes not permitted by this Agreement. We will endeavour to notify you of any refusal, using the contact information that you have provided to us, stating (where possible) the reasons for such refusal and explaining how to correct any errors. However, we will not notify you if such notification may be unlawful.

11.6 Confirmation of currency conversion order. Each currency conversion order is given a unique transaction number which is shown in the order confirmation and transaction history. You should quote this transaction number when communicating with us about a particular currency conversion order.

MONEY TRANSFERS

12 Sending money

12.1 Information you need to provide to set up a Money Transfer. To set up a Money Transfer, you will need to provide certain information to us, including, but not limited to, the full name of your overseas bank account details and the amount and currency to be transferred.

12.2 Money Transfer limits. Your Money Transfer with Lakala through Wise is limited to:

• i) the amount evidenced in your proof of tax paid on your salary (as submitted to us); and
• ii) RMB 100,000 or other currency equivalent per transaction.

We may place other limits on the amount you may send per Money Transfer.

13 Paying for Your Money Transfer

13.1 How to pay for your Money Transfer. To pay for your Money Transfer, you need to access your Wise profile, by logging in on our Website or App or via an API Partner, and follow the steps provided.

13.2 Payment methods. You may be presented with one or more methods of paying for a Money Transfer (for example, a bank transfer). The number of payment methods made available to you will depend on a number of factors including where you live and your verification status with us. We cannot guarantee the availability of any particular payment method and we may change or stop offering a payment method at any time without notice to you.

13.3 Payment instruments must be in your name. Any payment instrument (for example, the bank account from which you make a transfer) you use to pay for a Money Transfer must be in your name.

13.4 You need to provide us with sufficient funds after you set up your Money Transfer and before we can process it. We are not responsible for the funds you have sent, or for completing the Money Transfer you have set up, until we have received them. We may only process your Money Transfer if we hold or have received sufficient cleared funds in accordance with this Agreement and the instructions provided. It is your responsibility to fund your Money Transfer in a timely manner. We cannot be responsible for the time it takes for the money to be sent to us by your bank.

13.5 Guaranteed rates. We may provide you with a guaranteed foreign exchange rate for a period of time. We will notify you of the guaranteed rate and the time period during which we are offering that rate (the “Guaranteed Period”) when you create your Money Transfer. Guaranteed Periods are subject to the following conditions:

• a) The Guaranteed Period may be extended if your Money Transfer is created over the weekend or on a public holiday.
• b) We must receive sufficient funds from you during the Guaranteed Period in order to convert your funds at the guaranteed rate. You will see when we have received your funds in your Wise profile. Wise is not responsible for the failure of a third party to send your funds to us in a timely manner.
• c) If we receive your funds after the Guaranteed Period, we will not be able to convert your money using the guaranteed rate and your transfer will become a non-guaranteed rate transfer. Accordingly, we may convert your money at the applicable exchange rate at the time we receive your money or we may email you and ask you if you want to proceed with your transfer at the new exchange rate.
• d) If the Wise exchange rate changes by 5% or more during the Guaranteed Period, we can, at our discretion, suspend your transfer for a reasonable period of time or cancel your transfer and refund the money to you.
• e) For certain currencies, including where you are paying for a Money Transfer with Japanese Yen (JPY), the guaranteed rate will only be offered after your address has been verified by us.

We may change these guaranteed rate conditions or suspend the guaranteed rate feature at any time.

13.6 The Wise exchange rate. We will confirm the available exchange rate (if applicable) for your Money Transfer:

• a) when you place your Money Transfer, if it is a guaranteed rate Money Transfer; or
• b) when we have received your payment, if it is a non-guaranteed rate Money Transfer.

13.7 Chargebacks on your payment instrument. If you selected a payment method which can be subject to chargeback (for example, a credit card), you agree that you will only exercise this chargeback right if:

• a) we have breached this Agreement; or
• b) there was an unauthorised use of your payment instrument, meaning that you did not execute or authorise the payment.

You agree that you will not exercise your chargeback right for any other reason, including a dispute with your overseas bank. If we need to investigate or take any actions in connection with a chargeback caused by or related to you, we may charge you for our costs in doing so and may deduct those costs from your Money Transfer or limit or remove your access to our Services. See “What happens if you owe us money” at section 18.9.

13.8 When we will complete your Money Transfer. We will complete your Money Transfer once we have received your funds. For some payment methods such as a credit or debit card, we may send your Money Transfer as soon as possible.

13.9 Paying by Wire. If you choose to pay for your Money Transfer using wire transfer, then your Money Transfer will remain inactive until we receive your funds to our specified account. In cases where for any reason the payment is cancelled or refused, then we will return the deposit to your bank account from which the transfer originated. In the event that we are unable to return the deposit, then we will contact you using the most current contact information that you have provided to us.

13.10 When we receive your request. If your Money Transfer request is received by us after 5pm Beijing time on a Business Day or on a day that is not a Business Day (e.g., a weekend or bank holiday), your Money Transfer will be deemed received on the following Business Day.

13.11 What happens after you have submitted your Money Transfer request. Once we have received your Money Transfer request, we will provide you with a unique transaction number which you can find in your Wise profile. You should quote this number when communicating with us about a particular Money Transfer or other transaction.

13.12 Delay in transfer. We may delay processing a Money Transfer in certain situations, including if we need to confirm that the transaction has been authorised by you, as a result of verification checks or due diligence reviews. Wise is not responsible for such delays.

13.13 Completion time of your Money Transfer. The estimated completion time of your Money Transfer will be provided to you when setting up your Money Transfer.

13.14 We will use reasonable efforts to ensure funds arrive at your overseas bank account within the timeframe provided. We will use reasonable efforts to ensure that the funds arrive in your overseas bank account or payment account within the notified timeframe provided to you. We do not have any control over the time it may take for your overseas bank or payment provider to credit and make available funds to your overseas bank account.

13.15 Refusal of your Money Transfer. If we are unable to complete your Money Transfer, we will let you know and, if possible, tell you the reasons for the refusal and an explanation of how to correct any factual errors. However, we are not required to notify you if such notification would be unlawful.

13.16 When will I be notified of my scheduled Money transfer? If you have scheduled a Money transfer in advance then we will notify you 24 hours before your upcoming Money Transfer, setting out the total fees and the estimated exchange rate for that Money Transfer. By scheduling a Money Transfer, you agree to Wise sending the funds using the exchange rate at any time on the scheduled date. If you have opted in to receiving confirmation emails, we will send you a Money Transfer receipt after successfully sending your scheduled Money Transfer.

13.17 You must ensure the information you provide to us is correct. You must make sure that the information you provide when setting up a Money Transfer is accurate. If we have processed your order in accordance with the information you have provided to us it will be considered correctly completed even if you have made a mistake.

13.18 What happens if you provide us with incorrect information. If you have provided incorrect information to us, we may, but are not required to, assist you in recovering your funds. We cannot guarantee that such efforts will be successful as they rely on the policies and practices of other banks and institutions. This means that if you provide an incorrect account number, your funds will most likely go to the wrong account.

13.19 Finality. When you make a Money Transfer, the settlement and payout to your overseas bank account is final and irrevocable unless otherwise provided in this Agreement or pursuant to applicable law.

INTELLECTUAL PROPERTY RIGHTS

14 Intellectual Property Rights

14.1 All right, title and interest in and to any software (including without limitation the App, the Website, the API, developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed, provided or made available by us or our affiliates to you, including content of the Website, and any and all technology and any content created or derived from any of the foregoing (“Materials”) and our Services are the exclusive property of Wise, Lakala and its licensors. The Materials and Services are protected by intellectual property rights laws and treaties around the world. All such rights are reserved.

14.2 How you can use Materials. While you are using our Services, you may use the Materials only for your personal use unless you have received written permission from us and solely as necessary to enjoy our Services. Subject to your compliance with this Agreement and your payment of any applicable fees, Wise or Lakala (as applicable) grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited licence to access and/or make personal use of the Materials and Services. Any use of the Materials and Services not specifically permitted under this Agreement is strictly prohibited. The licences under this Agreement terminate if you do not comply with this Agreement or any other service terms.

14.3 When you cannot use Materials. Unless you have received written permission from us, you may not, and may not attempt to, directly or indirectly:

• a) use any of the Materials for any commercial purpose or otherwise infringe our intellectual property rights;
• b) transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Services or the Materials to any person or entity;
• c) remove, obscure, or alter any notice of any of our trademarks, or other Intellectual Property appearing on or contained within the Services or on any Materials;
• d) modify, copy, tamper with or otherwise create derivative works of any software included in the Materials; or
• e) reverse engineer, disassemble, or decompile the Materials or the Services or apply any other process or procedure to derive the source code of any software included in the Materials or as part of the Services.

14.4 Wise Trademarks. This is a non-exhaustive list of Wise Trademarks : “WISE”, “WISE CARD”, “WISE PLATFORM”, “WISEPLATFORM”, “WISE PAY”, “WISEPAY”, “WISEBUSINESS”, “WISE BUSINESS”, “WISETRANSFER’, “WISE TRANSFER”, “TRANSFERWISE”, “BORDERLESS”, “MONEY WITHOUT BORDERS”, “慧势” and any other business and service names, logos, signs, graphics, page headers, button icons and/or scripts (each as might be amended from time to time) are all registered or unregistered trademarks or trade dress of Wise or Wise’s licensors in the relevant jurisdictions (“Wise Trademarks”). You may not copy, imitate, modify or use Wise Trademarks without our prior written consent. You may use HTML logos provided by us for the purpose of directing web traffic to the Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Wise or our services or display them in any manner that implies Wise’s sponsorship or endorsement. Further, you may not use Wise Trademarks and trade dress in connection with any product or service that is not Wise’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Wise.

14.5 All other trademarks, registered trademarks, product names and company names or logos not owned by us that appear in Materials or in the Services are or may be the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us, and may not be used without permission of the applicable rights holder.

15 Wise App

15.1 The App is subject to this Agreement and the App Store and Google Play Rules. We licence the use of the App to you on the basis of this Agreement and subject to any rules and policies applied by any app store provider or operator whose sites are located at the App Store and on Google Play. We do not sell the App to you. We remain the owners of the App at all times.

15.2 App updates. From time to time updates to the App may be issued through App Store or Google Play. Depending on the update, you may not be able to use our Services via the App until you have downloaded the latest version of the App and accepted any new terms.

15.3 Your right to use the App. In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive licence to use the App on your device subject to this Agreement. We reserve all other rights.

15.4 App Store terms. The following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”):

• a) Apple is not a party to this Agreement and does not own and is not responsible for the App.
• b) Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it.
• c) Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement.
• d) Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Wise in accordance with this Agreement.
• e) The licence you have been granted herein is limited to a non-transferable licence to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement.
• f) Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary. Notwithstanding this, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party, including Apple.

16 Third Party Materials

16.1 Certain Website, App or API functionality may contain or provide you access to information, products, services and other materials by third parties (“Third Party Materials”) or allow for the routing or transmission of such Third Party Materials, including via links.

16.2 We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website, App or API at any time. In addition, the availability of any Third Party Materials through the Website, App or API does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

16.3 Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

OTHER LEGAL TERMS

17 Our responsibility for loss or damage

17.1 Unforeseeable loss or damage. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during your sign up process.

17.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.

17.3 We are not liable for business losses. To the extent permissible by law, if you use our Services for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity or similar.

17.4 We are not liable for technological attacks. We will not be liable for any loss or damage caused by a virus, or other technological issues or attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your use of our Services.

17.5 We have no control over websites linked to and from our Website. We assume no responsibility for such Third Party Materials or any loss or damage that may arise from your use of them.

17.6 You are responsible for checking your Wise profile regularly. We rely on you to regularly check the transactions history of your Wise profile and to contact Customer Support immediately in case you have any questions or concerns.

17.7 We are not liable for things which are outside of our control. We (and our affiliates) cannot be liable for our inability to deliver or delay as a result of things which are outside our control.

17.8 You are liable if you breach this Agreement or applicable laws. In the event of loss, claims, costs or expenses (including reasonable legal fees) arising out of your breach of this Agreement, any applicable law or regulation and/or your, or any Authorised User’s use of our Services, you agree to defend, compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.

17.9 What happens if you owe us money. In the event you are liable for any amounts owed to us for whatever reason, you agree to repay the outstanding amount to us immediately on demand along with any applicable fees and interest. In the event that you do not repay the outstanding amount, then, without prejudice to any other rights we may have, we reserve the right to collect your debt to us by deducting the equivalent amount from the security deposit as described under the separate Pricing Page, and otherwise you agree to reimburse us through other means. We may also recover amounts you owe us through other collection avenues, including, without limitation, through the use of a debt collection agency. We may recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.

17.10 Release. If you have a dispute with any third party (including third party bank) that you send money to from using the Services, you release Wise from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. This means that you must use caution when dealing with third parties using our Services or your Wise profile.

In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

17.11 Disclaimer of Warranty. The Services are provided “As-Is” “Where Is” and “Where Available” and without any representation or warranty, whether express, implied or statutory. Wise specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We disclaim all warranties with respect to the Services to the fullest extent permissible under applicable law, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title.

17.12 Availability of Services. We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period.

17.13 You are responsible for making all arrangements necessary for you to have access to our Services. If you have granted permission to a third party to access our Services, we may refuse access to that third party if we are concerned about unauthorised or fraudulent access by that third party. We will give you notice if we do this, either before or immediately after we refuse access, unless notifying you would be unlawful or compromise our reasonable security measures. You are also responsible for ensuring the source of funds used for funding the Services are lawful and compliant for all purposes and shall be liable to any loss or damage to us as result of your failure to meet such responsibility.

18 Our right to make changes

18.1 We may change this Agreement by giving you at least thirty (30) days’ prior written notice or publication on Webpage or App. This notice will be provided either by email or displaying a notice in the App or in our Webpage. If we do this, you can terminate this Agreement immediately by closing your Wise profile and ceasing use of our Services during the notice period (see section 9). If we do not hear from you during the notice period, you will be considered as having accepted the proposed changes and they will apply to you from the effective date specified on the notice.

18.2 In some instances, we may change this Agreement immediately. Notwithstanding section 18.1, changes to this Agreement which do not require thirty (30) days’ prior notification and are (1) more favourable to you; (2) required by law; (3) related to the addition of a new service, extra functionality to the existing Service; or (4) changes which neither reduce your rights nor increase your responsibilities, will come into effect immediately if they are stated in the change notice. Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change.

19 Complaints

19.1 If you have any complaints about us or our Services, you may contact us following our customer complaint procedure.

20 Other important terms

20.1 Third Party rights. This Agreement is between you and us. Except as provided in section 15.4, no other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end or make any changes to this Agreement.

20.2 Assignment. You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement (including the Wise profile) without our prior written consent. We reserve the right to transfer, assign or novate this Agreement (including the Wise profile) or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to delete your Wise profile under section 9.

20.3 Severability. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20.4 Enforcement. Even if we delay in enforcing this Agreement, we can still enforce it later. If we delay in asking you to do certain things or in taking action, it will not prevent us from taking steps against you at a later date.

20.5 Entire Agreement. This Agreement supersedes and extinguishes all previous agreements between you and Wise, whether written or oral, relating to its subject matter.

20.6 Governing law. This Agreement is governed by English law. Any dispute between you and us in connection with the Services and/or this Agreement may be brought in the courts of England and Wales.