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Personal Client Agreement

Document effective 15th March, 2021

Version 1.0

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 Personal Client 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 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.

We may offer the option to log into the App using biometric authentication, including facial, voice and fingerprint recognition. You acknowledge and agree that by enabling biometric authentication, you will allow anyone who has biometric information stored on your device access to the Service on the App. We reserve the right to suspend or disable this feature at any time. Please review our Privacy Policy and Privacy Notice  for more information about how we or our third party providers collect, use and share Your Personal 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. This process is sometimes referred as know your customer or know your client "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

As an environmentally thoughtful digital bank we want to keep our use of paper to a minimum. So, we provide all our documents and agreements electronically. By accepting our terms, you are giving consent to using compound biometrics and multifactor authentication to e–sign (Electronic Signatures in Global and National Commerce Act also known as "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 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:

a) Designated or identified as:

     I. Special Designated National ("SDN");

     II. Sectorial Sanction Identification ("SSI");

     III. Politically Exposed Person ("PEP);

     IV. Member of a State–Owned Enterprises (MSOE);

     V. Person related to financial crimes

b) Using a proxy or Virtual Private Network (also known as "VPN") to connect to Zenus Services;

c) Located in Puerto Rico;

d) 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

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

Application – The term application shall refer to 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 that is used to verify the customer’s identity (e.g., PIN, voice recognition, face recognition or password).

Blocking accounts and transactions – OFAC blocks the property of targeted countries or special designated nationals. Accounts and transactions related to target countries and special designated nationals will be blocked and asset will be under OFAC control.

Bank Secrecy Act of 1970 (also referred to as "BSA") – US law that mandates US financial institutions in assisting U.S. government agencies in detecting and preventing money laundering.

Business Day – Zenus Business Days are Monday through Friday, excluding federal holidays. Although Zenus offers some services on Saturdays, Sundays and federal holidays, these are not considered Business Days. Zenus Business Days and hours may be subject to change without previous notice.

Client Agreement – This contract, detailing the terms under which Zenus shall provide services to you, may also be defined as Terms and Conditions.

Closed Account – A closed account is any account that has been deactivated or otherwise terminated, either by the customer, custodian, counterparty or Zenus.

Dormant Account – If an 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 for the purpose of ordering, instructing or authorizing us to debit or credit your account.

Embargo – An asset seize order by a country, state court or agency.

Identifying Information – Public and non–public information collected during our onboarding process about you.

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") – A funds transfer system that allows for the instantaneous transfer of money and/or securities. RTGS is the continuous process of settling payments on an individual order basis without netting debits with credits across the books of a central bank. Once completed, Real–Time gross settlement payments are final and irrevocable.

Regulation E – Regulation E implements the Electronic Fund Transfer Act (EFTA), which establishes a basic framework of the rights, liabilities, and responsibilities of participants in the electronic fund and remittance transfer systems. Effective October 28, 2013, the EFTA was amended by the Dodd-Frank Act to implement a new system of consumer protections for remittance transfers sent by consumers in the United States to individuals and businesses in foreign countries.

Request For Information – Our regulatory and compliance obligations require us to have certain information about our client and their transactions. If at any moment we need more information we will send to you a Request For Information which you must complete and share with us promptly.

Society for Worldwide Interbank Financial Telecommunication ("SWIFT") – A network and messaging system used by banks and other financial institutions to send and receive information, such as money transfer instructions.

Unlawful Internet Gambling Enforcement Act ("UIGEA") – Law that prohibits gambling businesses from knowingly accepting payments in connection with the participation of another person in a bet or wager that involves the use of the internet and that is unlawful under any federal or state law.

US PATRIOT Act – The US Patriot Act was introduced as a means of Uniting and Strengthening America by providing appropriate tools required to intercept and obstruct terrorism. It is a Law that mandates US financial institutions to identify and verify customers and create a system of 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 – That’s us, Zenus Bank International, Inc., a Puerto Rico corporation operating under an International Financial Entity supervised by the Office of the Commissioner of Financial Institutions ("OCIF") with license number IFE–061. May also be defined as "Zenus", "we", "us".

Zenus Services – The Zenus website, online banking or mobile applications are collectively referred to as "Services".

Zen 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 Zenus bank accounts using the Zen Transfer feature.

5. Your Zenus Account

5.1. About your Zenus Account

a) Your Zenus Account allows you to hold, make, send and receive transfers and payments;

b) The money held in your account will not earn any interest;

c) You may hold your money in any currencies we support at the time;

d) You may pay, transfer or withdraw your money from your Zenus Account at any time subject to the terms set out in this Agreement;

e) The money held in a Zenus Account belongs to the person or legal entity which is registered as the Zenus Account holder;

f) You cannot authorize a Person to (1) operate your Zenus Account, and/or (2) give payment instructions to us, 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. Applications can be applied for in the Zenus App or online banking.

We charge a non–refundable application fee. 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 such as address, occupation, and employer.

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. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.

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. We may refuse the creation of additional accounts for the same user. 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

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

You should:

a) Change your password regularly and ensure that it isn't reused across other online accounts;

b) Use a password that meets our recommended requirements as a minimum;

c) Contact Client Services immediately if anyone asks for your Zenus password;

d) Set up and use your biometric security where prompted;

e) Keep your e–mail account secure. You can reset your password using your email address. Let us know immediately if your email address becomes compromised.

You must not:

a) Disclose your Zenus password to anyone else;

b) Let anyone access your Zenus Account or watch you accessing it;

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 biometric authentication process.

What to do if you think your account is compromised.

If you suspect your Zenus Account or other security credentials have been stolen, lost, used without your authorization, or otherwise compromised, you must contact Client Services immediately. We suggest you change all your passwords promptly. Any undue delays in notifying us may affect the security of your account and personal information and result in personal information and financial losses.

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 in order to make debits on your behalf.

You should make sure the providers are authorized by the regulator of the company’s jurisdiction to prevent the risk of fraud. It is your responsibility to understand the extent of the authority provided to the institutions.

If we suspect your account activity through a service provider or open–banking company 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 Zenus App to you based on this Personal Client 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 of the App.

8.2. 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 updated terms.

8.3. App and API rights

In agreeing to this Agreement, 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 that you make or receive by electronics 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.

9.2. 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 your Zen Card at an ATM machine or a POS, you should receive a receipt for transactions of more than $15.00.

9.3. Dollar limits and fee's

This information is disclosed in the Limits you need to be aware of and What things will cost sections of this Agreement.

9.4. Stop Payments

a) If you have told us in advance to make regular payments out of your account, you can stop any of these payments. Here’s how:

     I. Call us, and if you call, we may also require you to put your request in writing and get it to us within 14 days after you call, or

     II. Please write to us in time for us to receive your request three (3) Business Days or more before the payment is scheduled to be made.

b) 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.

c) Notice of varying amounts: If you have recurring Electronic Fund Transfers set up through another bank or a third party (for example, to pay a bill) 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. You may choose instead to get this notice only when the transfer would differ by more than a certain amount from the previous transfer or when the amount would fall outside certain limits that you set.

9.5. Disclosure of account information to third parties

We will disclose information to third parties about your account or the transfers you make:

a) Where it is necessary for completing transfers,

b) In connection with the investigation of any claim you initiate.

c) To comply with government agency or court orders.

d) If you give us your written permission, or

e) As permitted by our Privacy Notice.

9.6. Liability of consumers for unauthorized 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 to use information from your account without your authorization. Telephoning is the best way of keeping your possible losses down. If you tell us within two (2) Business Days after you learn of the loss or theft of your card, you can lose no more than $50 if someone used your card without your permission.

If you do not tell us within two (2) Business Days after you learn of the loss or theft of your card, and we can prove we could have stopped someone from using your account or card without your permission if you had told us, you could lose as much as $500.

If your statement shows transfers that you did not make, including those made by card or transfer, 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 if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.

9.7. 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 some exceptions. We will not be liable, for instance:

a) If, through no fault of ours, you do not have sufficient available funds in your account to make the transfer;

b) If you have met or exceeded your applicable account services limits during the monthly statement period for your account;

c) If you did not provide us with the correct information to make the transfer;

d) If there was an equipment or website malfunction of which you were aware before you sent us the instruction;

e) If circumstances beyond our control (such as power failure, fire, or flood) prevent the transfer from occurring, despite reasonable precautions we have taken; or

f) If your account has been closed.

There may also be other exceptions not explicitly mentioned in this Agreement or stated elsewhere in this Agreement that may apply.

9.8. Error resolution or questions regarding:

In case of errors or questions about your electronic 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 listed on the statement or receipt. We must hear from you no later than sixty (60) days after sending the first statement on which the problem or error appeared. You must"

Tell us your name and account number.

Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.

Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your request or question in writing within ten (10) Business Days.

We will determine whether an error occurred within ten (10) Business Days after we hear from you and will correct any error promptly. However, if we need more time, we may take up to forty–five (45) days to investigate your request or question. If we decide to do this, we will credit your account within ten (10) Business Days for the amount you think is in error to have the use of the money during the time it takes us to complete our investigation. If we ask you to put your request or question in writing and do not receive it within ten (10) Business Days, we may not credit your account.

For errors involving new accounts, point–of–sale, or foreign–initiated transactions, we may take up to ninety (90) days to investigate your request or question. We may take up to twenty (20) Business Days to credit your account for the amount you think is in error for new accounts.

We will tell you about the results within three (3) Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

9.9. Contacting us

If you believe your card or account has been lost, stolen or compromised you can 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. Activity should be your own only, it is prohibited to make transactions on behalf of other Persons from your account.

10.1. Making deposits & receiving transfers

The points below outline how you can and can’t make deposits along with the terms that govern how we process them.

a) We process deposits in accordance with Regulation CC of the Expedited Funds Availability Act; See Funds Availability for more details.

b) You can fund a Zenus account using the following type of transfers:

     I. An internal transfer from another Zenus Member

     II. Visa Direct

     III. Automatic Clearing House ("ACH") or Wire transfer.

c) We will not accept or process check deposits;

d) We do not have our own ATMs and do not permit ATM deposits;

e) We will only credit deposits that comply with our Terms & Conditions;

f) We may reject deposits when the information is incomplete, inconsistent with the information collected during onboarding or it is in breach of any applicable US federal, state or local law, regulation or sanction

g) You authorize Zenus to use Identifying Information to validate incoming funds and fund your account. Zenus will fund incoming transfers that are identified correctly with the beneficiary name, address and account number and the originator name and address along with the originating bank’s name and address;

h) Zenus may return the incoming funds to the originating bank due to a lack of Identifying Information or if the activity is considered suspicious;

i) Zenus may put a deposit on hold if it is considered suspicious under the terms of the Bank Secrecy Act, US PATRIOT Act, OFAC regulations at Zenus sole discretion;

j) Zenus will not be responsible for any delays in deposits relating to an investigation or validation of Identifying Information or suspicious activity;

k) Deposit account details need to be correct for the selected currency otherwise a currency conversion will be made and a fee could be incurred. For example, if a USD deposit is being made, the customer must use USD account details;

l) The amount of the incoming funds will be reduced according to the Personal Account Charges. Zenus will debit of each transfer any applicable charges and will inform the Zenus Member through email, and push notifications if enabled, every time the account is debited or credited for funds transfers;

m)  You are responsible for and must return any funds credited to your account mistakenly by Zenus;

n) You are responsible for any costs related to the omission of beneficiary bank details and charges by a correspondent bank;

o) Funds credited by SWIFT are provisional until Zenus receives the final payment of the transaction amount. If final payment is not received, you are responsible for refunding Zenus;

p) A deposit through transfer must be processed and accepted within five (5) days, all incoming wires that exceed five (5) days will be rejected;

q) Zenus will convert deposits received in a foreign currency to USD at the rate on the day the transaction was received. The rate includes Zenus commission for the conversion service.

10.2. Making payments

The points below outline how you can and can’t make payments along with the terms that govern how we process them.

a) You must have a sufficient funds in your account to make a payment and cover the fees. If a transaction reduces your account balance below zero, the transaction will be rejected.

b) You can make payments through the following services:

     I. Zen Card

     II. Zen Transfers

     III. Visa Direct

     IV. SWIFT Transfers

     V. ACH

     VI. Wire

c) Payments may be rejected for the one or more of the following reasons:

     I. Payment instructions are not clear;

     II. Account activity is unusual or does not comply with Office of Foreign Asset Control ("OFAC") sanctions;

     III. Payments exceed the limits set out in our Costs and Limitations framework;

     IV. The client account has been suspended, levied or embargoed.

10.3. Returned payments

The following terms apply to returned payments

a) Zenus is not responsible for fees charged by another bank that returns your payments;

b) Zenus is not responsible for losses incurred as a result of currency conversions,

c) You are solely responsible for correctly entering benefactor account details so that payment delays and/or loss of funds can be avoided.

10.4. Delays, cancellations & blocked funds

You will be informed of the delay, rejection, cancellation or blocking of a transaction within twenty–four (24) hours of the event through Zenus Services and by email to the primary email address on your account.

10.4.1. Payments may be:

a) Delayed or cancelled if deemed suspicious with regards to Anti–Money Laundering and the Bank Secrecy Act.

b) Delayed, cancelled or blocked due to possible OFAC violations; and/or

c) Rejected due to insufficient funds available to process the transaction.

10.4.2. Deposits may be:

a) Delayed or rejected if deemed suspicious with regards to Anti-Money Laundering and the Bank Secrecy Act.

b) Delayed, rejected or blocked due to possible OFAC violations.

10.4.3. Payments and deposits may be delayed or rejected if Zenus, at its sole discretion, understands that the transactions are related to fraud.

10.4.4. Payment and deposits will be rejected if they violate any of the Terms and Conditions.

10.5. Making Direct Debits

a) Zenus may pay automated direct debits authorized by you for your account.

b) We will not confirm each direct debit payment, because the Member authorized Zenus to rely on the direct payment authorization of the beneficiary.

c) If your account does not have sufficient funds to cover the Direct Debit, we will not process the transaction.

d) If we reject a direct debit by our error, we will accept accountability for damages directly related to the error. Accountability is limited to any financial damages arising which can be supported with credible documentation.

10.6. What you can't use your Account for

a) Funds in your Zenus Account cannot be pledged to a third party.

b) You cannot use your Zenus Account to transfer or receive funds from illegal internet gambling. This is activity defined as betting, receiving, or transmitting a bet that is illegal under federal, state, or tribal law by "UIGEA". We will identify and block any transactions we determine to be associated with illegal internet gambling activity. Zenus clients cannot use the account for illegal activity or for activity that violates any applicable federal, state or local laws or regulations.

c) You cannot use your account for activity that is identified as or resembles fraud, money laundering or terrorist financing.

d) You cannot use your account to take advantage of foreign exchange market (also known as "FX") discrepancies in the market.

10.7. 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 Personal Client Agreement must be represented in the courts of the Commonwealth of Puerto Rico.

Please refer to our account suspensions, closures and embargos for more information on the consequences of insufficient funds within an account.

11. Using your Zen Card

We offer virtual and physical Visa debit cards, they have separate card numbers but are both linked to your Zenus Account. Some important information about their use.

a) Our debit cards are issued by Visa;

b) When you open a Zenus Account, we will instantaneously issue you a virtual Visa debit card;

c) While we are a Visa Principle Member we can only issue cards in certain countries. If you reside in a country where we are not authorized to issue a card, you will not be issued one. Please see our Limits & Charges for country listings.

d) Debit cards remain the property of Zenus Bank at all times;

e) 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;

f) Purchase, travel and lifestyle services are provided and maintained by Visa. Please see www.visa.com/benefitsportal for exclusions and service details.

12. Changing your personal information

In order 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 for you at the time of posting.

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’ve keep our fees clear, transparent and equal for all clients. Please see our Personal Account Charges for the latest pricing. These fees are subject to change with no prior notice.

14.1. Membership fees

Unlike other banks we do not make money by taking yours and lending it to others. In order to provide you with our products and services we charge a monthly membership fee. Here are some important points to know about this fee:

a) Your membership fee will be charged and drawn from your Zenus Account monthly, on the same date your account was opened or the last day of the month (should it be a shorter month).

b) Membership fees can only be paid from your Zenus Account. We recommend you set up a standing order or Direct Debit from your domestic bank into your Zenus Account to cover this each month.

c) It is your responsibility to ensure there are sufficient funds in your Account to cover your monthly membership fee.

d) If you owe more than three (3) months in membership fees your account will be suspended. See account suspensions, closures and embargos for more information;

e) Membership needs to be paid in USD, should you hold funds in a different currency we will take the payment at the exchange rate on the day.

14.2. ATM fees

We will not charge you for ATM withdraws, some bank owners, non-bank owners and service providers of ATM machines may however charge you for using their services. Zenus is not responsible for this ATM usage fee.

If you use your Zen Card to make a payment in a currency other than USD we may charge a fee. See our card charges for more information.

14.3. Foreign Exchange Rates

We use Institutional Bank Rates to do your currency exchanges. Please note, Zenus:

a) Is not responsible for losses in currency exchange during conversion; and

b) Is not responsible for charges made by retailer bank conversion.

15. What happens if you stop using your account?

a) If you do not log in or make any transaction on your account for one (1) year the account will become Inactive;

b) If you do not log in or make any transaction on your account for two (2) years the account will become Dormant;

c) If your account status is Dormant for five (5) years or more the account will be Closed. Funds will be transferred to Puerto Rico’s Officer of the Commissioner of Financial Institutions. Zenus will not be responsible for the abandoned funds. The funds will be subject to the Regulation of Abandoned and Unclaimed Funds and Assets as provided under Act 26 of 1989 pursuant to the OCIF and may be subject to the laws of abandoned property for the country of your last known address and any other applicable law and regulation.

16. Closing your account

We never like to lose a member, but you can close your account at any time. If you've chosen to do so, please contact Client Services and request an Account Closure Request Form.

a) You must pay all outstanding fees before we can action your request;

b) We will close your account as soon as we action your request;

c) We will not be responsible for the payment of any standing orders or deposits once the form has been processed;

d) We will keep your information for a period of five (5) years in accordance with the Bank Secrecy Act and other applicable laws and regulations;

e) You must transfer the remaining balance on your account to an account under your name with a different financial institution before the account is closed. An admin fee is payable if funds remain on the account and we have to transfer them for you.

17. Account suspensions, closures and embargos

We don’t wish to suspend or close accounts, but these are situations where we have to:

17.1. Account suspensions and closures

Zenus will suspend accounts:

a) Where activity intends to violate US banking laws, any applicable federal, state, local laws or regulations, and/or resembles illegal activity or fraud

b) In accordance with OFAC legal obligations;

c) You violate the terms and conditions of this Client Agreement;

d) You owe more than three (3) months in membership fees;

e) Zenus will suspend accounts where activity intends to violate US banking laws or any applicable federal, state or local laws or regulations, and/or resembles illegal activity or fraud;

To investigate reasons for a suspension or closure we will contact you to ask for further information. After reviewing the information we will make a decision, it is at our discretion as to whether to unsuspend or close the account;

If we decide to close your account, we will inform you by the next Business Day and ask where you would like your funds transferred to.

17.2. Account Embargoes

a) 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 the court or government authority;

b) We will not challenge, question or defend you or anyone acting on your behalf in relation to an embargo order. We will fully comply with the embargo until the court or government authority leaves the embargo order without effect;

c) If in dealing with the embargo we incur expenses, we may charge you costs without prior notification;

d) We may charge an embargo processing fee. There must be sufficient funds in your account to cover this.

18. Funds Availability

We will make funds available for withdrawal in accordance with the timeframes as set forth. There will be cases where the availability of your deposit is delayed as per the exceptions discussed later in this policy.

Same-day availability:

a) For internal transfers between Zenus accounts, funds will be available immediately after receiving the deposit.

b) For wire transfer deposits, funds will be available on the Business Day we receive the deposit. If you receive a deposit after Business Hours or on a day we are not open, we will consider that the deposit was made on the next Business Day we are open.

c) For ACH transfer deposits, funds will be available on the Business Day we receive the deposit. If you receive a deposit after Business Hours or on a day we are not open, we will consider that the deposit was made on the next Business Day we are open.

Delayed availability:

The availability of certain deposits made in Puerto Rico may be extended by us. The extension in delaying availability is by one business day other than next day availability items when deposited in an account at a branch of an institution located 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 and regulation from the country of residence of the account holder.

20. Other important terms

a) Zenus will not be accountable for non–compliance with Terms and Conditions stated, if the reason for non–compliance is due to an event out of Zenus’ control, such as, failure of banking, security or communication services due to power outages, fire, flooding, explosion, pandemic, natural disaster, civil unrest, acts of God, among others;

b) This Client Agreement serves as a final contract between Zenus Bank International, Inc. and you the client. You understand and accept that this is a contractual relationship with Zenus, subject to the term and conditions stated here;

c) You cannot transfer or yield this agreement or the banking services to another Person;

d) Zenus reserves the right to cancel, remove or restrict access to products and services at anytime without prior notice;

21. Other information relevant to you

The following documents are referenced within this agreement, by acceptance to this agreement you are also agreeing to them. Unless you make representation to do otherwise:

Our Privacy Policy – This sets out why we collect information, how we collect it and what we do with it. By using our Services, you consent to our processing of your data and confirm what you provide is truthful and accurate. Please click here refer to our website for more information about our Privacy Policy. The following documents are referenced within this agreement, by acceptance to this agreement you are also agreeing to them. Unless you make representation to do otherwise

Our Cookie Policy - This sets out information about cookies and how we use them on our Services.

Our Frequently Asked Questions ("FAQs") – Our Support section sets out detailed answers to the most commonly asked questions.

Website Terms of Use – This sets out additional terms and conditions that may apply when accessing Zenus website and/or Zenus app.

Personal Account Charges & Limits – This sets out the current fees and limits associated with your Zenus Account.

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 and or other reasons without prior notice.

Zenus Business Days are Monday through Friday, excluding federal holidays. Although Zenus offers some services on Saturdays, Sundays and federal holidays, these are not considered Business Days. Zenus Business Days and hours may be subject to change without previous notice.

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: +1 (787) 936–1111

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, we may provide you with additional notice (such as by adding a statement to our website, online banking or mobile applications or by emailing you).

25. Important legal terms

To the fullest extent permitted by law and to the extent provided herein, Depositor hereby agrees to indemnify, defend and hold harmless Bank and its directors, officers, agents, attorneys, employees, and affiliates against any and all claims (whether valid), demands, causes of action, losses, liabilities, damages and judgments, or charges of any kind or nature whatsoever (including, without limitation, the cost of defending any action against it, together with any reasonable attorney's fees, or charges of any character or nature), by any person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with execution and performance or failure of performance of this Client Agreement, as or any transactions contemplated herein, whether any such indemnified party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation, unless such claim, demand, damage or expense arises as a direct result of the intentional misconduct or gross negligence of Bank.

All the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto 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, arrangements, or understandings with respect to the subject matter hereof.

No provision of this Agreement may be waived except by a writing signed by the party to be bound thereby and any waiver of any nature shall not be construed to act as a waiver of subsequent acts.

Dispute Resolution

We encourage you to contact us. Many concerns and claims 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. If a dispute cannot be resolved informally, the following explains how claims will be resolved.

To the extent permitted by applicable law, any claim or dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with the then current Commercial Arbitration Rules and this provision, and shall take place in the Commonwealth of Puerto Rico. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A single, neutral arbitrator shall determine the claim of the parties and render a final award in accordance with applicable substantive law. Strict confidentiality shall govern any arbitration proceedings, any and all information submitted to the arbitrator by the parties and to the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof shall not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other claims, losses, damages, or expenses.

The procedures specified in this section shall be the sole and exclusive procedures for the resolution or disputes between the parties arising out of or relating to your use of the Site; provided, however, a party may request temporary remedies in a court of law having competent jurisdiction to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under the Agreement pending final resolution of any dispute arising out of or relating to this Agreement your use of any related services with the Bank, unless to do so would be impossible or impracticable under the circumstances.

Severability/No Waiver.

If any provision of this Agreement is deemed unlawful, void or unenforceable for any reason, then such provision shall be deemed to be removed from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Our failure to enforce the strict performance of any provision of this Agreement or additional terms for any product or third-party service will not waive our right to later enforce those provisions.

Legal Process

Should we receive any process, summons, order, injunction, execution, levy, citation to discover assets, judgment, claim, garnishment, attachment, restraining order, lien or notice issued by any court of governmental authority (including but not limited to, the Puerto Rico Department of Treasury or the U.S. Internal Revenue Service) (collectively, a “Legal Process”), which in our opinion affects your account, we may, in our sole and absolute discretion and without any liability, refuse to honor an order to pay or a request to withdraw funds and any type of assets, from your account. We may also freeze and/or deliver funds available in the account a the time the order regarding a Legal Process is received by us, in accordance with the terms stated therein.

We will be under no obligation to contest, challenge or question the terms of an order delivered in connection with a Legal Process, or to raise any defense that you may have against the person or entity promoting such Legal Process. We will strictly comply with the terms of any such order, until we have been serviced with an order or a resolution issued by the same court or authority indicating that the funds may be released. Furnishing to Zenus Bank evidence of payment of the debt, a request of funds, or a release of the obligation that prompted the Legal Process will not be sufficient for a release of the funds.

We may also, in our sole and absolute discretion, pay to the designated third party any amount on deposit in your account as may be required by the Legal Process. Processing these payments does not make the Bank liable to you for such payments, even if such payments preclude the payment of items that are scheduled to be paid from the Account.

You agree to be liable to use for any loss, cost or expense that we incur as a result of any Legal Process involving your account, including reasonable attorneys’ fees to the extent permitted by law, and you authorize us to deduct such loss, cost or expense from your account without prior notice to you if such amounts are not previously reimburse In addition, we may charge against your Account any fees and charges as may be established by Zenus from time to time in our sole and absolute discretion, as authorized by law in connection with the Legal Process.

Terms and Use for Online Banking, Deposit Accounts, Electronic Funds Transfers, VISA Debit Cards and FX Exchange.

Privacy

Zenus Privacy Policy applies to the use the website, and its terms are made a part of this Personal Client Agreement. To view Zenus Privacy Policy, please click here. Additionally, by using the website, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Applicable Law

When a claim or dispute cannot be settled by the arbitration process described under the Dispute Resolution section, 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, without regard to Puerto Rico rules concerning conflicts or choice of law. Changes in these laws and regulations may modify the Terms and Conditions of your Account. We do not have to notify you of these changes, unless required to do so by law.

Conflicts between Agreements

If this Agreement conflicts with any other agreements related to your account or Online Banking Service, or the other agreements include terms that are not addressed in this Agreement, then this Agreement will control and take precedence. The other agreements will only control with respect to the specific Eligible Account or Online Banking Service with which it is associated, and only to the extent necessary to resolve any conflict or inconsistency in that regard. Additional provisions of other agreements regarding your Eligible Account or Online Banking Service that do not appear in this Agreement will continue to apply.