SwapOne Terms of Use

1. Who we are and to whom these terms apply

These Terms govern the use of the swapone.global website and of the SwapOne platform and app (together, the "Platform").

In Brazil, service as a foreign exchange correspondent (correspondente cambial) is provided by SWAPONE BRAZIL LTDA, CNPJ (Brazilian company tax ID) 56.146.611/0001-05, with its head office at Alameda Rio Negro, 503, sala 2020, Alphaville Centro Industrial e Empresarial, Barueri, SP, CEP 06454-000, Brazil ("SwapOne Brazil"). Services for clients not resident in Brazil and the other services of SWAP ONE PAYMENTS LTD., corporate registration no. BC1436513, with its head office at 1285 West Broadway, Suite 600, Vancouver, BC V6H 3X8, Canada ("SwapOne Canada"), are provided by it, under the conditions set out in section 15.

By registering or using the Platform, you declare that you have read and accept these Terms and the Privacy Policy.

2. Who SwapOne Brazil is and what it does

2.1.SwapOne Brazil is a correspondent in Brazil of the institutions authorized to operate by the Banco Central do Brasil (Central Bank of Brazil) that are listed in the footer of the website (the "Contracting Institutions"), pursuant to Resolução CMN nº 4.935/2021 (Resolution No. 4,935/2021 of the Conselho Monetário Nacional, the Brazilian National Monetary Council), and provides service relating to foreign exchange transactions.

2.2.As a correspondent, we provide advisory services, collect and forward documents, and offer support in negotiating terms and in forwarding proposals to enter into foreign exchange transactions to the Contracting Institutions. The Platform is the electronic platform through which we provide this service.

2.3.SwapOne Brazil acts on behalf of and under the guidelines of the Contracting Institution, which assumes full responsibility for the service provided to clients through us.

2.4.SwapOne Brazil is not a financial institution and does not carry out foreign exchange transactions in its own name. The analysis, approval, contracting and execution of each transaction rest with the Contracting Institution responsible for it, which may have its own terms, to which you will also be subject. Foreign exchange transactions comply with Lei nº 14.286/2021 (Brazilian Law No. 14,286/2021) and with the regulations of the Conselho Monetário Nacional and of the Banco Central do Brasil.

2.5.Amounts in reais are deposited directly into an account designated by the Contracting Institution and do not pass through an account of SwapOne Brazil.

3. Registration

3.1.Individuals must be 18 years of age or older and have full legal capacity. Legal entities are registered by their legal representatives or by attorneys-in-fact with sufficient powers.

3.2.You undertake to provide true, complete and up-to-date information and to keep it up to date for as long as you use the Platform.

3.3.Your access is personal. You are responsible for keeping your credentials and access codes confidential. We never ask for passwords or codes by message.

3.4.The opening and maintenance of the registration depend on the approval of SwapOne Brazil and of the Contracting Institution, in accordance with the know-your-client and anti-money laundering policies.

4. How transactions work

4.1.To make a payment abroad, you provide the currency, amount, beneficiary and reason for the payment and submit the requested information and documents. To receive a payment from abroad, you share with the payer the bank details shown on the Platform and, when the amount arrives, you indicate the nature of the incoming payment and the account to be credited.

4.2.Once the transaction has been validated, the Platform displays the final amount, with the applicable exchange rate, fees and taxes. The transaction is only contracted after you approve that amount.

4.3.Approval of the final amount is a firm proposal to contract, forwarded to the Contracting Institution. In the case of payments, the reais must be deposited within the time limit shown on the Platform. If the deposit is not made within that time limit, the transaction may be canceled, and any costs arising from the cancellation may be charged in accordance with the rules of the Contracting Institution.

4.4.The time frames shown on the Platform are estimates based on regular transactions. They may vary due to cut-off times, public holidays in Brazil or abroad, document review, the actions of intermediary banks or of the beneficiary's bank, and requirements imposed by authorities.

4.5.Intermediary banks or the beneficiary's bank abroad may charge their own fees. Where applicable and known, this information is displayed before your approval.

5. Analysis, refusal and blocking

In compliance with anti-money laundering, counter-terrorist financing and sanctions legislation, SwapOne Brazil and the Contracting Institutions may request additional information and documents, refuse, suspend or cancel transactions and registrations, and report transactions to the competent authorities, including without prior notice where the law so requires or does not permit disclosure of the reason.

6. Prices and taxes

6.1.The final amount displayed before approval includes the exchange rate, the fees of the Contracting Institution and the applicable taxes, such as IOF (Brazilian tax on financial transactions) and, where applicable, withholding income tax.

6.2.SwapOne Brazil does not charge you any fee, commission or any other form of compensation for the products and services that are the responsibility of the Contracting Institution. Any fees are those set out in the fee schedule adopted by the Contracting Institution.

6.3.The IOF rate depends on the nature of the transaction as declared by you. An incorrect declaration of the nature may result in the collection of the tax difference and in penalties.

7. Your responsibilities

You undertake to:

• use the Platform only for lawful transactions, with funds of lawful origin;
• correctly declare the nature of each transaction and provide authentic documents;
• not use the Platform for purposes prohibited by law, by international sanctions or by the policies of the Contracting Institutions;
• not attempt to access restricted areas, copy, alter or impair the operation of the Platform.

8. Communications and electronic signature

You agree to receive communications through the Platform and by your registered email, WhatsApp and telephone. Contracts, acceptances and documents may be signed electronically, with authentication by access code and the recording of an audit trail, and are legally valid pursuant to Medida Provisória nº 2.200-2/2001 (Brazilian Provisional Measure No. 2,200-2/2001) and Lei nº 14.063/2020 (Brazilian Law No. 14,063/2020).

9. Availability of the Platform

We work to keep the Platform available, but it may undergo maintenance, updates or interruption due to factors beyond our control. Transactions in progress continue through the customer service channels during any period of unavailability.

10. Responsibilities

10.1.Under the regulations on correspondents, the Contracting Institution is responsible for the service provided through us in foreign exchange transactions. SwapOne Brazil is responsible for the acts it performs in violation of these Terms or of the law.

10.2.SwapOne Brazil is not responsible for delays or failures of intermediary banks or of the beneficiary's bank abroad, for incorrect information provided by you or by third parties, or for delays arising from requirements imposed by authorities.

10.3.Nothing in these Terms excludes rights guaranteed to consumers by the Código de Defesa do Consumidor (Brazilian Consumer Protection Code).

11. Intellectual property

The SwapOne trademark, the website, the Platform, the texts, the images and the software belong to SwapOne or to its licensors. Use of the Platform does not transfer to you any right over them.

12. Termination

You may terminate your registration at any time through the customer service channels, provided that there is no transaction in progress. SwapOne Brazil may terminate or suspend the registration in the event of a breach of these Terms, due to a legal or regulatory requirement, or by decision of the Contracting Institution. The data remains stored for the period required by law, in accordance with the Privacy Policy.

13. Customer service and ombudsman

SwapOne customer service: [email protected]. The customer service and ombudsman channels of each Contracting Institution are in the footer of the website.

14. Changes

We may update these Terms. Material changes will be communicated through the Platform or by email before they take effect. Use of the Platform after the changes take effect indicates agreement with the new version.

15. SwapOne Canada services and services for non-residents

15.1.SWAP ONE PAYMENTS LTD. is registered as a Money Services Business (MSB) with FINTRAC under no. M23223002. Its activities are distinct from those carried out by SwapOne Brazil and are not to be confused with the activity of a correspondent.

15.2.In services for clients not resident in Brazil, SwapOne Canada is the service provider and acts directly, using an account in reais in its own name (non-resident account) held in Brazil at an institution authorized to operate in the foreign exchange market. In those services, the Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Program, the know-your-client policies and the other policies of SwapOne Canada apply, in addition to the rules of the institution at which the account is held.

15.3.SwapOne Canada complies with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations, and may request information, refuse or suspend transactions and report transactions to FINTRAC.

15.4.When you contract services from SwapOne Canada, these Terms apply, to the extent applicable, together with the specific contract for those services, which prevails in the event of conflict. Prices and fees for those services are disclosed before contracting.

15.5.The services of SwapOne Canada are governed by the laws of the Province of British Columbia and by the applicable federal laws of Canada.

16. Governing law and venue

The services of SwapOne Brazil are governed by the laws of Brazil. For individuals, the chosen venue is the courts of the user's domicile. For legal entities, the chosen venue is the courts of the Judicial District (Comarca) of Barueri, SP.