Commercial Client Agreement

1. How to read this agreement

This Commercial Account Agreement contains multiple sections. You can go directly to any section by using the section navigation. Headings are for reference only, while some capitalized terms have specific definitions.

This Agreement should be read in conjunction with other policies referenced and linked to within this Agreement and may be provided upon request.

2. Why you should read this agreement

Please read this Commercial Account Agreement in full, it governs your relationship with us, Zenus Bank International.

This Commercial Account Agreement contains the terms and conditions and disclosures governing your Account with Zenus Bank. By using the Service, you are agreeing to the terms and conditions of this Agreement. These terms apply to any use by you of the Service. We encourage you to read this Agreement carefully.

Some functionality of the Service (including Third Party Services) will involve the collection and transmission of information that personally identifies you (including information that we obtain directly from your computer or device) or your Account Information.

3. Key points you need to know

3.1. Completing your application

To help the United States (US) government fight the funding of terrorism and money laundering activities, all financial institutions are required to obtain, verify and record information that identifies every customer (“KYC”). To meet this requirement and comply with the USA Patriot Act, clients must complete our account application process in full. We will retain this Identifying Information with your account details.

3.2. Your Signature and approval

We operate as a full reserve bank so unlike other banks we do not loan your money to others. As a result, you are protected by the US banking legal framework, but deposited funds are not insured by the Federal Deposit Insurance Company (“FDIC”).

4. Glossary of terms

We’ve tried to keep things simple but there are some terms that may need explaining:

• Application — the process of filling out personal and financial information in order to apply for an account with Zenus Bank.
• Authentication — the process we use to identify and verify you are who you say you are and are qualified to apply for or make transactions and requests on an account.
• Authentication factor — secret or unique information linked to a specific customer identifier (e.g., PIN, voice recognition, face recognition or password).
• Blocking accounts and transactions — OFAC blocks the property of targeted countries or special designated nationals.
• Bank Secrecy Act of 1970 (BSA) — US law that mandates US financial institutions in assisting U.S. government agencies in detecting and preventing money laundering.
• Business Day — Monday through Friday, excluding federal holidays.
• Commercial Account Agreement — this contract detailing the terms under which Zenus shall provide services to you.
• Closed Account — an account that has been deactivated or otherwise terminated.
• Dormant Account — if the account has been inactive for 2 years, it becomes dormant or inoperative.
• Electronic Fund Transfer (“EFT”) — any transfer of funds that is initiated through an electronic terminal, mobile, online, or magnetic tape.
• Embargo — an asset seize order by a country, state court or agency.
• Identifying Information — public and non-public information collected during our onboarding process.
• Inactive Account — if you haven't used your account for any transactions for over 1 year, the account becomes inactive.
• Office of Foreign Asset Control (“OFAC”) — Office of the US Department of Treasury that enforces economic and trade sanctions based on US policy.
• Person — any natural or legal person.
• Real-Time Gross Settlement (“RTGS”) — funds transfer system that allows for the instantaneous transfer of money and/or securities.
• Regulation E — implements the Electronic Fund Transfer Act (EFTA) and establishes a basic framework for participants in electronic fund and remittance transfer systems.
• Request For Information — required information about a client or transaction; clients must complete and share promptly.
• Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) — a network and messaging system used by banks to send and receive information.
• Unlawful Internet Gambling Enforcement Act (“UIGEA”) — law that prohibits gambling businesses from knowingly accepting payments in connection with unlawful internet bets.
• US PATRIOT Act — law that mandates US financial institutions to identify and verify customers and create internal controls to prevent money laundering and terrorism financing.
• Interstate Wire Act of 1961 — US Law that prohibits the operation of certain types of betting businesses.
• Visa Direct — a fast, simple and secure way to send personal payments globally across the Visa network.
• Zenus Account — the bank account we provide for you to deposit, hold, make payments and transfers with your money.
• Zenus Bank — Zenus Bank International, Inc., a Puerto Rico corporation operating under an International Financial Entity supervised by OCIF with license number IFE-061.
• Zenus Services — the Zenus website, online banking or mobile applications.
• Book Transfers — transfers made only between Zenus clients or Zenus bank accounts using the Book Transfer feature.

5. Your Zenus Account

About your Zenus Account

1. The Account allows you to hold, make, send and receive transfers and payments.
2. The money held in the accounts will not earn any interest.
3. You may hold your money in any currencies we support at the time.
4. You may pay, transfer or withdraw your money from your Account at any time subject to the terms set out in this Agreement.
5. The money held in an Account belongs to the person or legal entity which is registered as the Zenus Account holder.
6. You cannot authorize a Person to (1) operate the Account, and/or (2) give payment instructions to us, on your behalf. The Account is a true US bank account and is operated in accordance with the US Bank Secrecy Act, US Patriot Act and OFAC regulations.

6. Opening your account

6.1. Account applications

To start using our services you must apply for a Commercial Zenus Account. We charge a non-refundable application fee — please refer to our Commercial Account Charges document. This is used to cover the cost of the due diligence we perform before making a decision on your application. If you believe we have charged you in error, please contact Client Services.

As part of your application, we will check your information with a consumer report reference agency to validate you are who you say you are and to find out if there is any reason we cannot offer you an account. By agreeing to these Terms and Conditions, you authorize us to also consult with reference agencies periodically should you update your information.

True and accurate information. All the information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We will not be responsible for any financial loss arising from your failure to do so.

One account per person or entity. You may only open one (1) Zenus Account, unless we have agreed in writing the opening of additional accounts. Where additional accounts are detected, we may close or merge them at our discretion.

Zenus reserves the right to determine eligibility of an applicant to receive services or products in accordance with US and Puerto Rico law.

7. Keeping your account safe

7.1. Type of Electronic Fund Transfers

For purposes of this Agreement, the term “Electronic Fund Transfer” refers to payments, deposits, and transfers that you make or receive by electronic methods. These methods include transactions with your card, Wire Transfers, ACH Transfers (including bill payments and direct deposits), and internal transfers to or from another account at the bank.

7.2. Account statements & documentation

We provide an electronic monthly statement that shows all transactions and the dates they were processed. Your account statement can be accessed through Zenus Services. If at any time you wish to receive a paper copy of a bank statement by post, there will be a fee for this service. When using the Card at an ATM machine or a POS, you should receive a receipt for transactions of more than $15.00.

7.3. Dollar limits and fees

There are some dollar limits and fees that come with our services. This information is disclosed in sections 10 and 11 of this Agreement.

7.4. Stop Payments

If you have told us in advance to make regular payments out of your account, you can stop any of these payments by calling +1 833-936-8711 (US toll-free) — we may also require you to put your request in writing and send it within 14 days — or by writing to clientservices@zenus.com at least three (3) Business Days before the payment is scheduled. If you order us to stop a preauthorized payment three (3) Business Days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.

Notice of varying amounts: If you have recurring Electronic Fund Transfers set up through another bank or a third party and the amounts may vary, the person you are going to transfer funds to will tell you, ten (10) days before each transfer, when it will be made available and how much it will be.

7.5. Disclosure of account information to third parties

We will disclose information to third parties about your account or the transfers you make: where it is necessary for completing transfers; in connection with the investigation of any claim you initiate; to comply with government agency or court orders; if you give us your written permission; or as permitted by our Privacy Notice.

7.6. Liability of consumers for unauthorised electronic fund transfers

Tell us AT ONCE if you believe your Account or Card information has been lost, stolen, or believe that an electronic fund transfer has been made without your permission. Telephoning is the best way of keeping your possible losses down. If you tell us within two (2) Business Days, you can lose no more than $50. If you do NOT tell us within two (2) Business Days, you could lose as much as $500. If your statement shows transfers that you did not make, let us know at once — if you do not tell us within sixty (60) days after the statement was made to you, you may not get back any money you lost after the sixty (60) days.

7.7. Liability for Failure to Complete Electronic Fund Transfers

If we do not complete an Electronic Fund Transfer to or from your account on time or in the correct amount according to this Agreement, we will be liable for your losses or damages. However, there are exceptions — for instance, if you do not have sufficient available funds; if you have met or exceeded applicable limits; if you did not provide correct information; if there was an equipment or website malfunction of which you were aware; if circumstances beyond our control prevent the transfer; or if your account has been closed.

7.8. Error Resolution or Questions Regarding Electronic Fund Transfers

Contact us as soon as possible if you think your statement or receipt is wrong or if you need more information about a transfer. We must hear from you no later than sixty (60) days after we sent the FIRST statement on which the problem or error appeared. Tell us your name and account number, describe the error, and tell us the dollar amount of the suspected error.

We will determine whether an error occurred within ten (10) Business Days after we hear from you and will correct any error promptly. If we need more time, we may take up to forty-five (45) days (ninety (90) days for new accounts, point-of-sale, or foreign-initiated transactions) to investigate. If we decide to do this, we will credit your account within ten (10) Business Days (twenty (20) Business Days for new accounts) for the amount you think is in error.

7.9. Contacts

If you believe your card or account has been lost or stolen, call +1 833-936-8711 (US toll-free) or write us to clientservices@zenus.com.

8. Using your account

8.1. Making deposits & receiving transfers

1. We process deposits in accordance with Regulation CC of the Expedited Funds Availability Act.
2. You can fund a Zenus account using internal transfers from another Zenus Member, Visa Direct, or ACH/Wire transfer.
3. We will not accept or process check deposits.
4. We do not have our own ATMs and do not permit ATM deposits.
5. We will only credit deposits that comply with our T&Cs.
6. We may reject deposits when the information is incomplete, inconsistent with onboarding, or in breach of any applicable law or sanction.
7. You authorize Zenus to use Identifying Information to validate incoming funds. Zenus will fund incoming transfers correctly identified with the beneficiary’s name, address and account number and the originator name, address and originating bank.
8. Zenus may return incoming funds due to a lack of Identifying Information or if the activity is considered suspicious.
9. Zenus may put a deposit on hold if a transaction is considered suspicious under BSA, US PATRIOT Act, OFAC regulations, or at Zenus’ sole discretion.
10. Zenus will not be responsible for any delays in deposits relating to an investigation or validation.
11. Deposit account details need to be correct for the selected currency, otherwise a currency conversion will be made and a fee may apply.
12. The amount of incoming funds will be reduced according to the Commercial Account Charges.
13. Zenus will convert deposits received in a foreign currency to USD at the rate on the day the transaction was received.
14. You are responsible for and must return any funds credited mistakenly.
15. You are responsible for any costs related to the omission of beneficiary bank details and correspondent bank charges.
16. Funds credited by SWIFT are provisional until Zenus receives final payment.
17. A deposit through transfer must be processed and accepted within five (5) days; incoming wires exceeding five (5) days will be rejected.
18. Clients may call to ask when their deposit will be available.

8.2. Making payments

You must have sufficient funds in your account to make a payment and cover the fees. You can make payments through Book Transfers and Wire. Payments may be rejected if: instructions are not clear; activity is unusual or does not comply with OFAC sanctions; payments exceed your payment limit; or the account has been levied or embargoed.

8.3. Returned payments

Zenus is not responsible for fees charged by another bank that returns your payments, nor for losses incurred as a result of currency conversions. You are solely responsible for correctly entering beneficiary account details.

8.4. Delays, cancellations & blocked funds

You will be informed of the delay, rejection, cancellation or blocking of a transaction within twenty-four (24) hours through Zenus Services and by email.

Payments may be delayed or cancelled if deemed suspicious under AML/BSA; delayed, cancelled or blocked due to possible OFAC violations; or rejected due to insufficient funds. Deposits may be delayed or rejected if deemed suspicious or blocked due to OFAC violations. Payments and deposits may also be delayed or rejected if related to fraud, or will be rejected if they violate any of the Terms and Conditions.

8.5. Electronic Fund Transactions

We process all EFTs in accordance with Regulation E. Zenus offers Wires and Book Transfers.

8.6. What you can't use your Account for

• Funds in your Account cannot be pledged to a third party.
• You cannot use your Account to transfer or receive funds from illegal internet gambling. We will identify and block any transactions associated with illegal internet gambling activity.
• You cannot use your account for activity that resembles fraud, money laundering or terrorist financing.
• Clients cannot use their account to take advantage of foreign exchange market discrepancies.

8.7. Overdraft & loans

We do not offer overdraft protection or loans. Negative balances on accounts are not permitted. If we need to take legal action to recover funds, you will be held accountable for the cost of the legal process. Any legal conflict related to this Commercial Account Agreement must be represented in the courts of the Commonwealth of Puerto Rico.

9. Changing your commercial account information

To prevent interruption to your Zenus Services, any changes to your address should be made through Client Services as soon as they have come into effect. If you request correspondence by mail, it is your responsibility to ensure we hold the correct postal address.

10. Limits you need to be aware of

We’ve tried to keep our limits in line with other premium financial service providers. ACH, Wire and Book Transfers — whether international or domestic, to other individuals or businesses with an account — currently have no limits.

11. What things will cost

We’ve tried to keep our fees clear, transparent and equal for all clients. Please refer to our Commercial Account Charges Schedule document for the latest pricing.

11.1. Maintenance fees

Unlike other banks, we do not make money by taking yours and lending it to others. To provide you with our products and services we charge a monthly fee. Your membership fee will be charged monthly on the same date your account was opened. Membership fees can only be paid from your Account. It is your responsibility to ensure there are sufficient funds. If you owe more than six (6) months in membership fees your account will be suspended. Membership needs to be paid in USD.

11.2. Foreign Exchange Rates

Zenus Bank uses Institutional Bank Rates to do your currency exchanges. Zenus is not responsible for losses in currency exchange during conversion or for charges made by retailer bank conversion.

12. What happens if you stop using your account?

If you do not make any transaction on your account for one (1) year the account will become Inactive. If you do not for two (2) years it becomes Dormant. If your account status is Dormant for five (5) years or more it will be Closed and funds will be transferred to Puerto Rico’s Office of the Commissioner of Financial Institutions in accordance with Act 26 of 1989.

13. Closing your account

You may close your account at any time by contacting Client Services in writing. We will close your account on the month before your subsequent monthly membership fee is due. You must pay all fees owed before we can accept a termination letter. We will keep your information for a period of five (5) years in accordance with the Bank Secrecy Act and other applicable regulations.

14. Account suspensions, closures and embargos

14.1. Account suspension and closures

Zenus will suspend accounts where activity violates US banking laws or applicable law, or resembles illegal activity or fraud; will block accounts in accordance with OFAC obligations; will act if you violate the terms of this Agreement; or if you owe more than six (6) months in membership fees. We will notify you by email within twenty-four (24) hours of the suspension. To investigate, we may send a Request For Information and decide whether to unsuspend or close the account.

14.2. Account Embargoes

Where an account embargo is ordered by a US or Puerto Rico court or other government entity, Zenus may be mandated to block transactions, suspend or turn over an account. We will not challenge, question or defend you in relation to an embargo order and will fully comply until lifted. We may charge an embargo processing fee — sufficient funds must be in your account to cover it.

15. Other important terms

• Zenus will not be accountable for non-compliance with these Terms if due to events out of Zenus’ control, such as failure of banking, security or communication services, fire, flooding, pandemic, natural disaster, civil unrest, among others.
• This Agreement serves as the final contract between Zenus Bank International, Inc. and you.
• You cannot transfer or yield this Agreement or the banking services to another Person or Entity.
• Zenus reserves the right to cancel, remove or restrict access to products and services at any time without prior notice.
• This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Puerto Rico and any applicable US federal laws. Any legal conflict must be represented in the courts of the Commonwealth of Puerto Rico.

16. Other information relevant to you

The following documents are referenced within this Agreement, and by acceptance you are also agreeing to them: our Privacy Policy, our Cookies Policy, and our Frequently Asked Questions (FAQs).

17. When we're open

Zenus banking is available 24 hours a day, seven days a week. Services may however not be available for technical or other reasons without prior notice. Client Services operates 9am–6pm Atlantic Standard Time (“AST”), Monday to Friday, excluding federal holidays.

18. Where to find us

You can contact us at +1 833-936-8711 (US toll-free) or write us to clientservices@zenus.com.

19. Changes to this Agreement

From time to time, we may change this Agreement. Changes are subject to be made without notice and are at our sole discretion. If we make changes, we will notify you by revising the date and version at the top of this Agreement, and in some cases may provide additional notice (such as by adding a statement to our website or by emailing you).