Personal Client Agreement

1. How to read this agreement

This Personal Client 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 Personal Client Agreement in full, it governs your relationship with us, Zenus Bank International.

This Agreement contains the terms and conditions and disclosures governing your Online Account with Zenus Bank. By opening, downloading the App, accessing and/or using the Service, you agree to its terms. Some functionality of the Service (including Third Party Services) will involve the collection and transmission of information that personally identifies you. We may offer the option to log into the App using biometric authentication, including facial, voice and fingerprint recognition. You acknowledge that by enabling biometric authentication, anyone with biometric information stored on your device may access the Service. We reserve the right to suspend or disable this feature at any time.

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.

3.2. Your Signature and approval

As an environmentally thoughtful digital bank we want to keep our use of paper to a minimum. By accepting our terms, you give consent to using compound biometrics and multifactor authentication to e-sign (under the E-Sign Act and the Puerto Rico Electronic Transaction Act) documents and approve transactions and requests.

3.3. Who can use our services?

You do not need to be a US citizen or US resident to apply for a Zenus account, but you must be 18 years old or older. Due to regulatory and compliance obligations, Zenus Bank will not open or service accounts for any person:

• Designated as a Special Designated National (SDN), Sectorial Sanction Identification (SSI), Politically Exposed Person (PEP), Member of a State-Owned Enterprise (MSOE), or person related to financial crimes;
• Using a proxy or VPN to connect to Zenus Services;
• Located in Puerto Rico;
• Located in an OFAC sanctioned jurisdiction or countries selected by Zenus. These include but are not limited to: Burundi, Belarus, Bosnia, Central African Republic, Sudan, Cuba, Darfur, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Libya, Nicaragua, North Korea, Russia, Somalia, Syria, Ukraine, Venezuela, Yemen, Zimbabwe, among others. This list can be revised and updated by OFAC/Zenus without any notice.

3.4. Keeping your funds secure

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

• Application — the process of filling out personal and financial information to apply for an account with Zenus Bank.
• Authentication — the process to verify you are qualified to apply for or make transactions on an account.
• Authentication factor — secret or unique information linked to a customer identifier (e.g., PIN, voice/face recognition or password).
• Blocking accounts and transactions — OFAC blocks property of targeted countries or special designated nationals.
• Bank Secrecy Act of 1970 (BSA) — US law that mandates US financial institutions to assist in detecting and preventing money laundering.
• Business Day — Monday through Friday, excluding federal holidays.
• Client Agreement — this contract, detailing the terms under which Zenus shall provide services to you.
• Closed Account — an account that has been deactivated or terminated by the customer, custodian, counterparty or Zenus.
• Dormant Account — if an account has been inactive for 2 years.
• Electronic Fund Transfer (EFT) — any transfer of funds 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 onboarding.
• Inactive Account — if you haven't used your account for any transactions for over 1 year.
• Office of Foreign Asset Control (OFAC) — Office of the US Department of Treasury that enforces economic and trade sanctions.
• 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).
• Request For Information — required information about a client or transactions, to be completed and shared promptly.
• Society for Worldwide Interbank Financial Telecommunication (SWIFT) — global banking messaging system.
• Unlawful Internet Gambling Enforcement Act (UIGEA) — law that prohibits gambling businesses from knowingly accepting payments for unlawful internet bets.
• US PATRIOT Act — law that mandates US financial institutions to identify customers and create internal controls to prevent money laundering and terrorism financing.
• Interstate Wire Act of 1961 — US Law that prohibits 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.
• Zenus Bank — Zenus Bank International, Inc., a Puerto Rico corporation operating as an International Financial Entity supervised by OCIF with license number IFE-061.
• Zenus Services — the Zenus website, online banking or mobile applications.
• Zenus Visa Card — the virtual or physical Visa debit card issued by Zenus Bank.
• Zenus Member — a Zenus client and account holder.
• Zen Transfers — transfers made only between Zenus clients or accounts using the Zen Transfer feature.

5. Your Zenus Account

5.1. About your Zenus Account

• Your Zenus Account allows you to hold, make, send and receive transfers and payments.
• The money held in your account will not earn any interest.
• You may hold your money in any currencies we support at the time.
• You may pay, transfer or withdraw your money from your Zenus Account at any time subject to the terms set out in this Agreement.
• The money held in a Zenus Account belongs to the person or legal entity which is registered as the Zenus Account holder.
• You cannot authorize a Person to operate your Zenus Account or give payment instructions on your behalf. Your Zenus 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 Zenus Account through the Zenus App or online banking. We charge a non-refundable application fee to cover the cost of due diligence. We will check your information with a consumer report reference agency to validate your identity and confirm eligibility. By agreeing to these Terms, you authorize us to consult with reference agencies periodically.

True and accurate information. All the information you provide must be complete, accurate and truthful at all times. One account per person or entity unless we agree in writing. Zenus reserves the right to determine eligibility in accordance with US and Puerto Rico law.

7. Keeping your account safe

We have developed multiple security features to protect your information and funds, but you also need to protect your information and funds.

You should: change your password regularly and not reuse it across other online accounts; use a password that meets our recommended requirements; contact Client Services immediately if anyone asks for your Zenus password; set up and use your biometric security where prompted; keep your email account secure.

You must not: disclose your Zenus password to anyone; let anyone access your Zenus Account or watch you accessing it; use functionality that stores or caches login details; or compromise the biometric authentication process.

If you suspect your Zenus Account or other security credentials have been stolen, lost, used without authorization, or otherwise compromised, contact Client Services immediately.

7.1. Open banking & third-party provider access to your account

You may permit open-banking companies and third-party providers access to your account to make debits on your behalf. You should make sure providers are authorized by the regulator of the company’s jurisdiction. If we suspect activity through a service provider is related to fraud we will block the transaction and inform you immediately.

8. Zenus Services

As a Zenus client you can use the Zenus website, online banking, and mobile Apps.

8.1. App & App Store rules

We license the use of the Zenus App to you based on this Agreement and the terms set out by the App Store and Google Play where it is listed. You are not purchasing the app from us; we always remain the owners.

8.2. App updates

From time to time updates 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 and accepted any updated terms.

8.3. App and API rights

We grant you non-transferable, non-exclusive access to use the Zenus API and App on your devices. We reserve all other rights.

9. Electronic Fund Transfer disclosure and terms

9.1. Type of Electronic Fund Transfers

For purposes of this Agreement, the term “Electronic Fund Transfer” refers to payments, deposits, and transfers made or received by electronic methods, including transactions with your card, Wire Transfers, ACH Transfers (including bill payments and direct deposits), and internal transfers.

9.2. Account statements & documentation

We provide an electronic monthly statement. If you wish to receive a paper copy by post, there will be a fee. When using your Zenus Visa Card at an ATM or POS, you should receive a receipt for transactions of more than $15.00.

9.3. Dollar limits and fees

Disclosed in the Limits and Costs sections of this Agreement.

9.4. Stop Payments

To stop a regular payment, call us (we may require written confirmation within 14 days), or write to us at least three (3) Business Days before the scheduled payment. If you order us to stop a preauthorized payment three (3) Business Days or more before the transfer and we fail to do so, we will be liable for your losses or damages.

9.5. Disclosure of account information to third parties

We will disclose information to third parties: where necessary to complete transfers; in connection with claim investigations; to comply with government agency or court orders; with your written permission; or as permitted by our Privacy Notice.

9.6. Liability for unauthorized electronic fund transfers

Tell us AT ONCE if you believe your Account or Card information has been lost, stolen, or used without authorization. If you tell us within two (2) Business Days, you can lose no more than $50. If you do not, you could lose as much as $500. If your statement shows transfers you did not make and you do not tell us within sixty (60) days, you may not get back money lost thereafter.

9.7. Liability for failure to complete Electronic Fund Transfers

We will be liable for losses or damages caused by our failure to complete an EFT, with exceptions including insufficient funds, exceeded limits, incorrect information, malfunctions you were aware of, circumstances beyond our control (power failure, fire, flood), or a closed account.

9.8. Error resolution or questions

Contact us as soon as possible if you think your statement or receipt is wrong. We must hear from you within sixty (60) days. Tell us your name, account number, the error, and the dollar amount. We will determine whether an error occurred within ten (10) Business Days and correct any error promptly. If we need more time we may take up to forty-five (45) days (ninety (90) for new accounts, POS or foreign-initiated transactions). If we credit your account during investigation we may take up to twenty (20) Business Days for new accounts.

9.9. Contacting us

If you believe your card or account has been lost, stolen or compromised, contact us using the information in “Where to find us”.

10. Using your account

Account transactions. All activity on your Zenus Account should be conducted by you alone, the registered account holder. It is prohibited to make transactions on behalf of other Persons from your account.

10.1. Making deposits & receiving transfers

• We process deposits in accordance with Regulation CC of the Expedited Funds Availability Act.
• Fund a Zenus account via internal transfer from another Zenus Member, Visa Direct, or ACH/Wire transfer.
• We do not accept check deposits and do not permit ATM deposits.
• We will only credit deposits that comply with our T&Cs and may reject incomplete or non-compliant deposits.
• Zenus may return incoming funds due to lack of Identifying Information or suspicious activity.
• Zenus may put a deposit on hold under BSA, US PATRIOT Act or OFAC regulations at its sole discretion.
• Deposit account details must match the selected currency; otherwise a conversion and fee may apply.
• Funds credited by SWIFT are provisional until final payment is received.
• Foreign-currency deposits are converted to USD at the day’s rate, including Zenus’ conversion commission.
• A deposit through transfer must be processed and accepted within five (5) days.

10.2. Making payments

You must have sufficient funds. You can make payments through: Zenus Visa Card, Zen Transfers, Visa Direct, SWIFT Transfers, ACH, and Wire. Payments may be rejected if instructions are unclear, activity is unusual or non-compliant with OFAC, limits are exceeded, or the account has been suspended, levied or embargoed.

10.3. Returned payments

Zenus is not responsible for fees charged by another bank that returns your payments, nor for losses from currency conversions. You are responsible for correctly entering beneficiary account details.

10.4. Delays, cancellations & blocked funds

You will be informed of any delay, rejection, cancellation or blocking within twenty-four (24) hours via Zenus Services and by email. Payments may be delayed or cancelled if suspicious under AML/BSA, blocked due to OFAC violations, or rejected for insufficient funds. Deposits may be similarly delayed or rejected. Payments and deposits may also be delayed or rejected if related to fraud or if they violate any Terms and Conditions.

10.5. Making Direct Debits

Zenus may pay automated direct debits authorized by you. We will not confirm each direct debit because the Member has authorized Zenus to rely on the beneficiary’s authorization. Without sufficient funds, the transaction will not be processed. If we reject a direct debit by our error, we accept accountability for documented financial damages.

10.6. What you can't use your Account for

• Funds in your Zenus Account cannot be pledged to a third party.
• You cannot use your account for illegal internet gambling (UIGEA); we will block any associated transactions.
• You cannot use your account for fraud, money laundering or terrorist financing.
• You cannot use your account to exploit foreign exchange market discrepancies.

10.7. Overdraft & loans

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

11. Using your Zenus Visa Card

• Our debit cards are issued by Visa.
• When you open a Zenus Account, we will instantaneously issue you a virtual Visa debit card.
• While we are a Visa Principal Member we can only issue cards in certain countries.
• Debit cards remain the property of Zenus Bank at all times.
• We may replace a card when it expires or at any time. We will not replace a card free of charge if it hasn’t been used for a period of six (6) months.
• Purchase, travel and lifestyle services are provided and maintained by Visa. See www.visa.com/benefitsportal for exclusions and service details.

12. Changing your personal information

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

13. Limits you need to be aware of

We’ve tried to keep our limits in line with other premium financial service providers. You will find our current limits on our website.

14. What things will cost

We keep our fees clear, transparent and equal for all clients. Please see our Personal Account Charges for the latest pricing. Your membership fee is charged and drawn monthly from your Zenus Account. Membership fees can only be paid from your Account. It is your responsibility to ensure sufficient funds. If you owe more than three (3) months in membership fees your account will be suspended. Membership must be paid in USD.

14.2. ATM fees

We do not charge for ATM withdrawals, but ATM owners and service providers may. Zenus is not responsible for those fees. Using your Zenus Visa Card in a currency other than USD may incur a fee.

14.3. Foreign Exchange Rates

We use Institutional Bank Rates for currency exchanges. Zenus is not responsible for losses in currency exchange during conversion or for charges by retailer bank conversion.

15. What happens if you stop using your account?

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

16. Closing your account

You can close your account at any time by contacting Client Services for an Account Closure Request Form. You must pay all outstanding fees first. We will close your account as soon as we action your request. We will not be responsible for standing orders or deposits once the form has been processed. We will keep your information for five (5) years under the BSA and other applicable laws. You must transfer the remaining balance to an account under your name with a different financial institution before closure; an admin fee applies if funds remain and we must transfer them.

17. Account suspensions, closures and embargos

17.1. Account suspensions and closures

Zenus will suspend accounts where activity violates US banking laws or any applicable law, or resembles illegal activity or fraud; in accordance with OFAC obligations; if you violate the terms of this Agreement; or if you owe more than three (3) months in membership fees. To investigate we may send a Request For Information; we decide at our discretion whether to unsuspend or close the account. If we decide to close, we will inform you by the next Business Day and ask where to transfer your funds.

17.2. Account Embargoes

Where an account embargo is ordered by a US or Puerto Rico court or other government entity, Zenus may block transactions, suspend or turn over the account. We will not challenge 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.

18. Funds Availability

We will make funds available for withdrawal in accordance with the timeframes below. There may be cases where availability is delayed.

Same-day availability: internal transfers between Zenus accounts are available immediately. Wire and ACH transfer deposits are available on the Business Day we receive the deposit. Deposits received after Business Hours or on non-Business Days are treated as made on the next Business Day.

Delayed availability: the availability of certain deposits made in Puerto Rico may be extended by one business day other than next-day-availability items when deposited at a branch in Puerto Rico.

19. What happens if you die?

In the event of your death, the funds in your account will be frozen and will become subject to Puerto Rico’s Civil Code, the Inheritance and Donations Tax Law, and the regulations enforced by the Secretary of the Treasury of Puerto Rico thereunder, and any other applicable law from the country of residence of the account holder.

20. Other important terms

• Zenus will not be accountable for non-compliance if due to events out of our control, such as power outages, fire, flooding, pandemic, natural disasters, civil unrest, or acts of God.
• This Client 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.
• Zenus reserves the right to cancel, remove or restrict access to products and services at any time without prior notice.

21. Other information relevant to you

By acceptance of this Agreement, you are also agreeing to the documents referenced within it: our Privacy Policy, our Cookies Policy, our Frequently Asked Questions, the Website Terms of Use, and the Personal Account Charges & Limits.

22. When we are open

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

23. Where to find us

You can contact us online at www.zenus.com, by phone at +1 (787) 936-1111, or by mail at Zenus Bank International, Inc, City Towers, 19th Floor, 252 Ponce de Leon, San Juan, PR, 00918, USA.

24. 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.

25. Important legal terms

To the fullest extent permitted by law, the Depositor agrees to indemnify, defend and hold harmless Bank and its directors, officers, agents, attorneys, employees, and affiliates against any and all claims, demands, causes of action, losses, liabilities, damages and judgments arising from or in connection with the execution and performance or failure of performance of this Client Agreement, unless arising as a direct result of the intentional misconduct or gross negligence of Bank.

All terms shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, and it supersedes all prior agreements with respect to the subject matter hereof. No provision may be waived except by a writing signed by the party to be bound.

Dispute Resolution

We encourage you to contact us. Many concerns can be resolved by writing to us at Zenus Bank International, Inc., City Towers, 19th Floor, 252 Ponce de Leon, San Juan, PR, 00918, USA or online at www.zenus.com/support. Any claim or dispute shall be settled by binding arbitration administered by the American Arbitration Association under its then-current Commercial Arbitration Rules, in the Commonwealth of Puerto Rico, governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16. A single, neutral arbitrator shall determine the claim and render a final award. Strict confidentiality shall govern any arbitration proceedings.

Severability / No Waiver

If any provision is deemed unlawful, void or unenforceable, it shall be deemed removed and shall not affect the validity of any remaining provisions. Our failure to enforce strict performance of any provision will not waive our right to later enforce those provisions.

Legal Process

Should we receive any Legal Process which in our opinion affects your account, we may, in our sole discretion and without liability, refuse to honor an order to pay or request to withdraw funds, and may freeze and/or deliver funds in accordance with such order. We will not contest the terms of a Legal Process and will strictly comply until released. You agree to be liable for any loss, cost or expense, including reasonable attorneys’ fees, and authorize us to deduct such amounts from your account.

Privacy

The Zenus Privacy Policy applies to use of the website, and its terms are made a part of this Agreement. By using the website, you acknowledge that Internet transmissions are never completely private or secure.

Applicable Law

When a claim cannot be settled by arbitration, this Agreement will be enforced in state or federal courts located within San Juan, Puerto Rico, even if you do not live in Puerto Rico. This Agreement and the account are subject to applicable federal and Puerto Rico laws and regulations.

Conflicts between Agreements

If this Agreement conflicts with other agreements related to your account or Online Banking Service, this Agreement will control and take precedence. Other agreements will only control with respect to the specific Eligible Account or Online Banking Service with which they are associated, and only to the extent necessary to resolve any conflict.