Section 1: Definitions
"Addendum" means a document signed by both Parties that expressly amends this Agreement or the Commercial Terms for a particular Client.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party from time to time. For the purpose of this definition, the term "control" (including with correlative meanings, the terms controlling, controlled by and under common control with) means the power to direct the management or policies of such Person, directly or indirectly, through the ownership of 25% or more of a class of voting securities of such Person.
"Agreement" means these General Terms of Use and Master Services Agreement, together with the Commercial Terms, any Addendum and the Policies, as described in Section 1A.
"AML CTF" means Anti-Money Laundering and Counter Terrorism-Financing.
"Applicable Law" means laws (constitutional, statutory, case, common, code), regulations, directives and orders of any domestic (federal, state or local) or foreign governmental or regulatory authority, releases and guidance from any regulatory authority and decrees of all courts, tribunals and arbitrators, whether existing now or subsequent to the Effective Date. The foregoing are "applicable" to a Party if they are binding on or apply to either Party or if they relate to the Developer Platform or Stables Services.
"Business Day" means a day other than a Saturday, Sunday or public holiday in the Governing Jurisdiction.
"Client", "you" and "your" means the business entity, wholesale client or high net worth individual that has signed Commercial Terms or opened an Account with Stables. Where the Client is a Developer, references to the Client include the Developer.
"Commercial Terms" (previously referred to as "Schedule 1") means the schedule of commercial terms signed by the Parties which incorporates this Agreement.
"Company", "Stables", "we", "us" and "our" means the member of the Stables Group named as the contracting entity in the Commercial Terms or, where no Commercial Terms have been signed, the member of the Stables Group named in your Account confirmation. No other member of the Stables Group is a party to this Agreement.
"Complaint" means an expression of dissatisfaction by a User or Client about the Stables Services, the Program or the Developer Platform.
"Confidential Information" means all information disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement that is marked confidential or that a reasonable person would consider confidential, including Stables Data, Developer Data and the fees in the Commercial Terms. It does not include information that is or becomes public through no fault of the Receiving Party, was lawfully known to the Receiving Party before disclosure, is independently developed, or is lawfully received from a third party without restriction.
"Developer" means a Client that integrates the Stables API into a Developer Platform to offer the Program to Users.
"Developer Data" means data owned or controlled by the Developer that the Developer provides to Stables under this Agreement, other than User Data that becomes Stables Data under clause 4b.3(c).
"Effective Date" means the date stated as such in the Commercial Terms or, if none is stated, the date the Commercial Terms are signed by the last Party to sign. Where no Commercial Terms have been signed, the Effective Date is the date your Account is opened.
"Financial Institution" means a bank, payment service provider, custodian or other regulated financial services provider.
"Governing Jurisdiction" means the jurisdiction named for that purpose in the Commercial Terms or, if none is named, Singapore.
"Know your business (KYB)" means a mandatory due diligence process for businesses to verify their identity, ownership, source of funds and legitimacy. It helps prevent fraud, money laundering, and terrorism financing by identifying ultimate beneficial owners (UBOs) and assessing risks.
"Know your customer (KYC)" means information relating to a customer's name, date of birth, address, contact details and other relevant information. KYC is a mandatory verification process financial institutions and businesses use to confirm a client's identity, reducing fraud, money laundering, and terrorism financing. It involves collecting, verifying, and updating official documents (like ID/passports) to ensure customers are acting legally.
"Order" means an instruction submitted through the Stables API or the Platform / App / Portal to execute a Transaction.
"Payment Service Provider" means a Third Party Service Provider that processes fiat or digital asset payments on behalf of Stables.
"Person" means an individual, company, partnership, trust, government agency or other entity.
"Personal Data" means information relating to an identified or identifiable individual, as defined in the privacy or data protection laws applicable to a Party.
"Platform / App / Portal" means the method of accessing the product offering.
"Policies" means the Privacy Policy, Complaints Policy, Risk Warnings & Disclosures and Prohibited Activities List published on the Website, as amended from time to time under clause 1A.4.
"Regulatory Authority" means any government, regulatory, supervisory, law enforcement, tax or judicial authority with jurisdiction over a Party or the Stables Services.
"Request for Information (RFI)" means a request for further particulars of a person, company, entity, transaction, SOF, SOW, KYC / KYB document and or explanation of the transaction. These need to be responded to in a timely manner.
"Schedule Effective Date" means, in respect of any Commercial Terms, the date stated in that Commercial Terms as the date from which it takes effect.
"Security Breach" means any actual or reasonably suspected unauthorised access to, or acquisition, disclosure, loss or destruction of, the other Party's Confidential Information or Personal Data in the Receiving Party's possession or control, including any compromise of Stables API access credentials.
"Source of Funds (SoF)" means the origin of the specific money or assets used for a particular transaction, identifying how and where a customer obtained the funds.
"Source of Wealth (SoW)" means the origin of a person's / company's total net worth and accumulated assets, describing how they acquired their overall wealth, such as through business ownership, investments, or inheritance.
"Stablecoin" means a type of Digital Asset Minted by an Issuer on a Protocol and denominated in one or more Fiat Currencies that represents a claim on an equivalent amount of Fiat Currency deposited in a bank account owned or controlled by the Issuer, which such Digital Asset may be Redeemed by any holder of the Digital Asset for an equivalent amount of Fiat Currency from the Issuer upon Burning of the Digital Asset by the Issuer.
"Stables Account" or "Account" means the account, Order submission interface and Transaction ledger provided by Stables to a Client or User, whether accessed directly or through a Developer-branded interface.
"Stables Data" means User Data provided to Stables by a User, Transaction Data, User identifiers, underwriting data, service information, Stablecoin and Digital Asset pricing data, Stables Transaction Fee pricing, and all other information collected or generated by Stables in connection with a User's use of the Stables Platform. Stables Data is Stables' Confidential Information.
"Stables Group" means Stables together with each of its subsidiaries and Affiliates from time to time.
"Stables IP" means all intellectual property rights of Stables, whether registered or unregistered of Stables or any Affiliate or subsidiary of Stables, that are recognized in any jurisdiction of the world, including such rights in patents, utility models, trademarks and tradenames, copyrights, trade secrets, and domain names (and any registrations of or applications to register any of the foregoing), including the Stables API, Stables Services, and Stables Platform.
"Term" means the period from the Effective Date until this Agreement expires or is terminated under Section 10, including any initial term stated in the Commercial Terms.
"Third Party Service Providers / Third Party Providers" means external companies, banks, payment providers and partners who enable the Stables product offering and services. These third party providers may have information available on their websites or other areas referred to as "Third Party Materials".
"Transaction" means any pay-in, payout, conversion, transfer, or other chargeable event processed through the Stables Platform under this Agreement.
"User Terms" means the version of these General Terms of Use that applies to Users, as published on the Website. References elsewhere in this Agreement to the "Stables User Agreement" or "Stables General User Terms" mean the User Terms.
"Website" means the Stables website, www.stables.money.
Some terms are also defined in the body of these Terms of Use.
Section 1A: Application of this Agreement
1A.1 Incorporation. This Agreement is published on the Website and carries a version number and effective date shown at the top of this document. By signing Commercial Terms, or by opening an Account, the Client agrees to be bound by this Agreement at the version identified in the Commercial Terms or, if none is identified, the version published on the Website on the Effective Date. The Client does not need to sign this Agreement separately.
1A.2 Entire Agreement. This Agreement, the Commercial Terms, any Addendum and the Policies constitute the entire agreement between Stables and the Client regarding the Platform / App / Portal and services and replace all prior understandings, communications and agreements, oral or written, regarding their subject matter.
1A.3 Order of Precedence. If there is any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence applies, in descending order: (a) any Addendum, but only to the extent that Addendum expressly states that it overrides these Terms and identifies the provisions overridden; (b) the Commercial Terms, but only in respect of the contracting entity, the Governing Jurisdiction, fees, charges, rates, billing, minimum commitments, term and other commercial matters; (c) these General Terms of Use and Master Services Agreement; (d) the User Terms; and (e) the Policies. Terms and conditions of Third Party Service Providers referred to in clause 6.2 govern the Client's relationship with that provider only and do not vary this Agreement.
1A.4 Amendment by Stables. Stables may amend this Agreement, the User Terms and the Policies by publishing a new version on the Website and giving the Client at least 30 days' notice by email before the change takes effect. A change may take effect on shorter notice, or immediately, where it is required by Applicable Law, a Regulatory Authority or a Third Party Service Provider, is needed to address a security or fraud risk, or is administrative and does not reduce the Client's rights, in which case Stables will notify the Client as soon as practicable. If a change materially reduces the Client's rights or increases its obligations, the Client may object in writing before the effective date and, if the Parties cannot agree within 30 days, terminate this Agreement without penalty and without liability for any remaining Monthly Minimum Commitment. Continued use of the Stables Services after the effective date is acceptance of the change.
1A.5 No amendment of fees by notice. Nothing in clause 1A.4 permits Stables to change the Commercial Terms or any Addendum. Those documents may only be changed as set out in clause 13.11 and Section 15.
1A.6 Versions. Stables will keep each superseded version of this Agreement available on the Website for at least seven (7) years after it is superseded.
Section 2: Disclaimer
2.1 The Information contained in the Platform / App / Portal and on our website is general in nature as it has been prepared without taking into account your personal objectives, financial situation or needs.
2.2 The Client should carefully read and consider these Terms, the Risk Warnings & Disclosures and information available on the website and App, and obtain appropriate independent financial, taxation and legal advice, before registering an account or making a decision based on information contained on the website and the Platform / App / Portal.
Section 3: Products and Services
3.1 The Client can open and maintain a Stables account through the Platform / App / Portal or manually, as agreed between the Parties.
3.2 The Client acknowledges and agrees that once fiat funds are deposited into your Account, we or one of our Third Party Service Providers will convert the funds received into Stablecoins. Conversion of funds into Stablecoins or other digital assets shall be limited to mutually agreed assets and mechanisms, and any material changes shall require prior written notice to the Client. The Client can withdraw or send / transfer the available balance in your Account.
3.3 The Client can deposit Stablecoins (or other agreed digital assets) directly to Stables via the Platform / App or manually. Further instructions are provided on the website and Platform / App / Portal or manually, as agreed between the Parties.
3.4 Stables may amend the features of the product from time to time. Changes that materially reduce the Stables Services used by the Client are subject to the notice requirements in clause 1A.4.
3.5 Stables also offers further payment and spend functionality with information available on our website.
3.6 Stables will use a number of external Third Party Providers to help deliver our solutions and further information can be found in our App and on our website.
3.7 Stables provides a proprietary software application programming interface (the "Stables API") to businesses to enable them to allow their Users (as defined below) to exchange, buy, sell and related services (the "Stables Product and Services" or "Stables Services", outlined above, and together with the Stables API, the "Stables Platform").
3.8 Developer maintains a proprietary software application programming interface (the "Developer API") to provide Developer-branded services (the "Developer Services" and together with the Developer API, the "Developer Platform") to Developer's customers ("Users").
3.9 Developer and Stables desire to offer and provide the Stables Services to Users by integrating the Stables Platform with the Developer Platform in a Developer-branded application environment (such offering, the "Program").
Section 4: Obligations of the Parties
4.1 By opening an Account, you accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live or that may be applicable to your use of your Account, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. Depending on your country of residence, you may not be able to use all the functions of the Platform / App / Portal.
4.2 You also agree and accept that you will not:
(a) open, or attempt to open, a Stables Account under any name except your own;
(b) use your Account to carry out transactions on behalf of a third party, whether related or otherwise, unless with our prior approval;
(c) have more than one Account;
(d) use or access any Account other than your own;
(e) assist any other person in obtaining unauthorised access to any Account;
(f) use your Account for or in relation to any illegal activity, any Restricted Activities (see Section 5), in violation of any laws, statutes, ordinances or regulations.
Clauses 4.2(a), (b) and (c) do not restrict a Developer from operating the Program, or a Sub-Developer approved under clause 4a.4, from offering the Stables Services to Users in accordance with Sections 4a and 4b. Users' Accounts are governed by the User Terms.
4.3 By opening a Stables Account you accept and agree that Stables may terminate, suspend or restrict your Account in accordance with Section 10 if we reasonably suspect that you may be using the Account in a manner that is inconsistent with the Terms.
4.4 You may also terminate the Terms applicable to your Account by deactivating your Account at any time. If these Terms are terminated or suspended for any reason:
(a) subject to clause 13.10 (Wind-Down Period), you agree to cease use of the Platform / App and all Services, other than to the extent needed to withdraw your available balance under clause 10.4;
(b) we will delete or de-identify your information and account data stored on our servers in accordance with our Privacy Policy, other than information we are required to retain under clauses 7.2 and 7.3 or Applicable Law; and
(c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension made in accordance with this Agreement, or for deletion of your information or Account data in accordance with paragraph (b), other than as set out in Section 12.
4.5 You have an obligation to check the recipient details are correct when using the Send feature and will be responsible for any errors on your part.
4.6 Complete all Know Your Customer ("KYC"), Know Your Business ("KYB") checks and Information requests, as required for your user case with Stables. The Client must provide any transaction related information requested by the Company. This may include KYC, KYB, Source of Funds ("SoF"), Source of Wealth ("SoW"), reason for using Stables and any other information requested by regulators, law enforcement or Third Party Service Providers.
4.7 The Company or its Third Party Service Providers may Request Further Information ("RFI") about a transaction, including the Sender and Recipient, along with a detailed explanation of the transaction. The Client agrees to assist the Company in responding to the RFI or fraud case in a timely manner, noting that failure to adequately address the RFI may result in the Client being suspended or exited from using the Company's platform, app and associated services.
4.8 If transactions are delayed or cancelled, the Client may experience credit risk or other associated flow-on effects to its personal or business operations; the Company is not liable or responsible for such events except as set out in Section 12. Neither Party shall be liable for delays caused by third-party providers, however, Stables shall use commercially reasonable efforts to mitigate such delays and provide timely updates and support to the Client.
4.9 Both Parties will maintain their own insurance, adequate for their particular business activities.
4.10 The Client must provide the Company with its AML CTF Program prior to transacting if it is requested by the Company. The Client must maintain and implement its AML CTF Program, if required by its regulators or relevant laws.
Section 4a: Obligations of Developer
4a.1 Developer Responsibilities. Developer will: (a) develop a Developer-branded interface to the Stables Services using the Stables API and securely maintain the Stables API connection during the Term; (b) offer and provide the Program to Users using Developer-branded marketing materials approved by Stables; (c) provide Stables with accurate, up-to-date, and complete User Data sufficient to permit Stables to (i) evaluate a User's eligibility to receive the Stables Services and (ii) conduct ongoing User due diligence and Transaction monitoring; (d) keep Developer's Stables API access credentials secure at all times by implementing security procedures that meet or exceed standards applicable to Financial Institutions; (e) ensure that approved Users consent to the User Terms and the Stables Privacy Policy prior to providing a User with access to the Stables Services; (f) monitor User usage of the Stables Service and report User complaints to Stables; (g) inform Stables of any suspicious activity by Users or termination of the Developer Services by Users; and (h) ensure delivery and acceptance of Transaction receipts by Users, periodic Stables disclosures, and other required documents to Users on Stables' behalf in a form and in the manner approved by Stables. By signing Commercial Terms, Developer also agrees to the User Terms, as amended from time to time under clause 1A.4, which apply when Developer receives the Stables Services as a User.
4a.2 Developer will not use the Stables Services or the Stables API to enable any of the following activities by it, its Affiliates, or its customers (the "Prohibited Activities List"): unlawful or abusive activity, fraud, unlawful gambling, intellectual property infringement, investment or credit services, check cashing, bail bonds, collections agencies, counterfeit or unauthorized goods, drugs and drug paraphernalia (including pseudo pharmaceuticals), substances designed to mimic illegal drugs, adult content and services, multi-level marketing, unfair, predatory or deceptive practices and any business that Stables believes poses elevated financial risk, legal liability, or violates card network rules or bank policies. Stables may update the Prohibited Activities List on 30 days' notice, or immediately where required by Applicable Law, a Regulatory Authority or a Third Party Service Provider.
4a.3 Developer shall assist Stables in verifying the identity of each of its customers as reasonably required by Stables, and provide to Stables such identity verification information as reasonably requested by Stables.
4a.4 Subject to the following requirements and prior written approval from Stables, Developer may sell the Stables Services to third parties who in turn sell the Stables Services to Users of the Sub-Developer (each such third party being a "Sub-Developer"):
1. In addition to the User Terms, in the terms of service between the Developer and the Sub-Developer, other than the fees and payment provisions, the Sub-Developer must agree to be bound to the terms and conditions of this Agreement without modification.
2. Notwithstanding subsection (1) above:
a. All actions or omissions of the Sub-Developer will be considered actions or omissions of Developer, and Developer takes full responsibility for the Sub-Developer as if Sub-Developer's performance was its own.
b. Sub-Developer's Users will be considered Developer's Users and Developer takes full responsibility for such Users under the terms of the Agreement.
3. Prior to the Sub-Developer being able to process Transactions, in addition to meeting the Onboarding Criteria, Sub-Developer must undergo a compliance review by Stables undertaken at the sole discretion of Stables.
4. Stables must have the ability to directly onboard Sub-Developer's Users.
5. Notwithstanding anything to the contrary in the Agreement, if Stables has a commercially reasonable belief that Sub-Developer has breached the terms of the Agreement, including pursuant to a violation of Applicable Law, Stables may immediately suspend Sub-Developer's access to the Stables Services and/or terminate Sub-Developer's account (and/or its Users' accounts) with Stables.
Section 4b: Obligations of Stables to the Developer / Client
4b.1 Stables Responsibilities to Developers. Stables will: (a) license the Stables API to Developer and provide secure access to the Stables API environment; (b) provide design and technical support to Developer regarding the Stables API integration; (c) onboard Users to the Program in accordance with Stables' AML/CTF Compliance Program, and User eligibility criteria (including performing all identity verification required to receive the Stables Services) ("Onboarding Criteria"); (d) process and fulfill Orders in partnership with one or more Payment Service Providers; (e) purchase and sell Stablecoins as Ordered via the Stables API; (f) maintain Transaction records; (g) provide technical support to Developer and second line support in respect of the Stables Services in accordance with clause 4b.4(a), pursuant to methods and tools as specified by Stables; and (h) monitor User compliance with Applicable Law, and the User Terms.
4b.2 User Onboarding; Ownership of Business Relationship; User Termination.
Stables will exclusively establish, and may modify, the Onboarding Criteria in its sole discretion. Stables will only provide the Stables Services to Users in jurisdictions where Stables is authorized to provide the Stables Services. Pursuant to Applicable Law, Stables has a contractual relationship with each User that is independent from Developer's contractual relationship with its Users; and as such, Stables will maintain exclusive control over the actions Stables takes with respect to a User's use of the Stables Services, and over all other aspects of Stables's business relationship with each User.
Stables may: (a) choose not to provide the Stables Services to any prospective User for any reason; (b) refuse to process, suspend, or cancel Orders; and (c) terminate or suspend a User's use of the Stables Services at any time.
Developer may instruct Stables to terminate or suspend use of the Stables Services: (aa) by any User that is the subject of an inquiry received by Developer from a Financial Institution or Regulatory Authority; (bb) if Developer has terminated or suspended the User's use of the Developer Services; (cc) to prevent fraudulent or criminal activity, or reputational or financial loss to Developer; and (dd) for any other reason in Developer's sole discretion.
4b.3 Ownership of Stables Data and Developer Data.
(a) Stables will own, administer, and control all Stables Data. Neither the Developer, any Developer Third Party nor any of their respective Affiliates, will have proprietary rights to Stables Data. Stables authorizes the possession, use, disclosure, and retention of Stables Data by Developer, each Developer Third Party and each of their respective Affiliates exclusively: (i) to enable Developer to fulfill its obligations under this Agreement, (ii) for internal fraud prevention purposes and to improve the Developer Platform, and (iii) to otherwise comply with Applicable Law. For the avoidance of doubt, Stables Data is Stables' Confidential Information.
(b) Developer will own, administer, and control all Developer Data. Neither Stables, any Stables Third Party nor any of their respective Affiliates, will have proprietary rights to Developer Data. Developer authorizes the possession, use, disclosure, and retention of Developer Data by Stables, each Stables Third Party and each of their respective Affiliates exclusively: (i) to enable Stables to fulfill its obligations under this Agreement, (ii) for internal fraud prevention purposes, and to otherwise improve the Stables Services; and (iii) to comply with Applicable Law. For the avoidance of doubt, Developer Data is Developer's Confidential Information. "Developer Third Party" and "Stables Third Party" mean a Third Party Service Provider engaged by the Developer or Stables respectively.
(c) The Parties acknowledge that: (i) User Data provided to Stables may be identical to, or may overlap with, User Data provided to Developer; and (ii) each Party independently owns and controls any such identical or overlapping data pursuant to the Party's respective end user agreements and privacy policies. Developer will obtain all necessary consents from Users to provide User Data to Stables for the purposes of onboarding Users to the Stables Services. Without limiting Developer's rights regarding such User Data, User Data provided to Stables by Developer will be deemed Stables Data upon the creation of a Stables Account for a User. Stables may not use Developer's Confidential Information to directly or indirectly solicit Users to use the services of any Person that provides services similar to the Developer Services.
4b.4 User Support and Complaints, User Account Closure.
(a) Developer will provide first line support to Users, including onboarding and technical support related to the Stables Services, and will use the Stables API to manage the investigation, administration and resolution of Transaction errors and all other User disputes or inquiries, and for all related User communications and recordkeeping. Stables will provide second line support to Developer for matters Developer escalates, and will communicate directly with Users only where requested by Developer or where required for compliance, fraud prevention, security or by a Regulatory Authority. The Parties will collaborate to create FAQs, call, chat, and email scripts, and other Program-related support materials to Users in connection with the Stables Services.
(b) Developer will promptly report all Complaints that Developer receives regarding the Stables Services from Users to Stables, and Stables will promptly report all Complaints Stables receives from Users regarding the Developer Platform to Developer.
(c) If a User closes, or if Developer terminates the User's Developer Account, Developer will promptly inform Stables, and Stables will: (i) complete all User Orders then in progress; (ii) block execution of any new Orders; and (iii) close the User's Stables Account upon confirmation of settlement of any outstanding Orders.
4b.5 Supported Stablecoins and Fiat Currencies; Stables Services Enhancements.
Stables will exclusively control the list of Fiat Currencies, Stablecoins and Digital Assets available for purchase, sale, or Redemption by Users through the Stables Services. Stables may add to the approved list at any time. Stables may remove an item from the approved list on 30 days' notice, or immediately where required by Applicable Law, a Regulatory Authority, a Third Party Service Provider or Stables' risk management, in which case Stables will notify the Client as soon as practicable.
Section 5: Restricted Activities
5.1 In connection with your use of the Platform / App and services and by opening an Account, you confirm that you will not participate in Restricted Activities.
5.2 The following are considered restricted activities in connection to the Platform / App / Portal and Services ("Restricted Activities"):
(a) Violation (or assisting another in violation) of any applicable law, statute, ordinance or regulation;
(b) Facilitation, support, or undertaking in criminal activity of any kind, including but not limited to money laundering, terrorist financing, illegal gambling operations or malicious hacking;
(c) Providing false, misleading or inaccurate information;
(d) Participating in abusive activity, including but not limited to:
i. imposing an unreasonable or disproportionately large load on our infrastructure, or otherwise taking any action that may negatively affect the performance of the Platform / App / Portal, or our reputation;
ii. attempting to gain unauthorised access to any Account;
iii. transmitting or uploading any material to the website or Platform / App / Portal that contains viruses, Trojan horses, worms, or any other harmful programmes; or
iv. transferring your Account access or rights to your Account to a third party, unless required by law or with our prior written consent.
(e) Decompiling, disassembling or reverse engineering the Platform / App / Portal or website or any of its components or source code, or modifying, tampering, creating derivative works, or otherwise incorporating the Platform / App / Portal or website in other programs or platforms without our prior written consent.
(f) Depositing, withdrawing or sending funds that have been obtained by illegal, money laundering or terrorism financing related activities.
Stables uses a combination of manual and automated, internal and external transaction monitoring tools & systems to help detect, deter and manage potential financial crimes. If you are in any way connected with illegal, money laundering or terrorism financing related activities, Stables is not the platform for you and we request you kindly do not apply to become a customer or use our services. Stables tracks a comprehensive number of customer and transaction data points, including but not limited to demographics, transaction behaviour, source of funds, IP addresses, device intelligence, geo tracking, adverse media reports, legal & regulatory warnings, Politically Exposed Persons (PEPs) and Sanctions. Stables also works with local law enforcement agencies to share information and mitigate potential financial crimes.
Section 6: Third Party Service Providers
6.1 The Company has arrangements in place with third party service providers in order to provide the services and features available to you through your Account and the Platform / App.
6.2 The Company relies in whole or in part on the continued development and support of the product and services provided by Third Party Service Providers. Access to the features and functions of the Platform / App may be made conditional upon you consenting, agreeing and meeting the terms and conditions of such Third Party Service Providers or others and those terms shall govern your use of the services they provide. Those terms do not vary this Agreement (see clause 1A.3). These may include but are not limited to third party service providers who assist us with our identity verification procedures under clause 4.6.
6.3 There is no assurance or guarantee that the Third Party Service Providers will maintain their support of their products and services, all of which may have a material adverse effect on the features and functions available in the Platform / App.
6.4 The Platform / App may contain links to third party vendors, websites, resources and services ("Third Party Material") not controlled by us. You acknowledge and agree that Stables is not responsible or liable for (i) availability or accuracy of such Third Party Material, or (ii) the content, products or services on or available from such Third Party Material. You acknowledge and hold sole responsibility for and assume all risk arising from your use of any such Third Party Material.
6.5 The Company utilises Third Party Service Providers to offer the products and services outlined in this Agreement to the Client. Third Party Service Providers may issue RFIs or delay or suspend transactions from being processed. Any delays or suspensions are out of the control of the Company and any negative impacts associated are at the risk of the Client. Our Third Party Service Providers have the right to withhold Client funds if fraud and RFI rates are deemed too high and outside of their risk appetite. Where this occurs Stables will use commercially reasonable efforts to pursue the release of any held funds and keep the Client informed.
6.6 The Company is not liable for any acts, omissions or negligence of Third Party Service Providers, except to the extent the loss is caused by the Company's failure to exercise reasonable care in selecting, contracting with or supervising that Third Party Service Provider, or by the Company's own breach of this Agreement.
Section 7: Privacy, Confidentiality and Data Security
7.1 Privacy. Your privacy is important to us. We collect, share and use your client / customer information in accordance with our Privacy Policy that is accessible on our website.
7.2 Stables is required to retain certain information and documentation obtained as part of the Identity Verification and enhanced due diligence procedures. These requirements apply even when you have terminated your relationship with us.
7.3 We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to us may be retained by us, including following the closure of your Account, this is to comply with AML / CTF requirements.
7.4 Confidentiality. (a) Each Party (a "Receiving Party") will: (i) hold the other Party's (the "Disclosing Party") Confidential Information in strict confidence and (ii) will protect such Confidential Information from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition or access, not disclose the Disclosing Party's Confidential Information to any other Person, except as permitted in this Agreement; (iii) make copies only as reasonably necessary to exercise their rights and perform their obligations under this Agreement; (iv) not disclose or otherwise give access to the Disclosing Party's Confidential Information to any employee, Affiliate, Third Party Service Provider, or agent that does not have a legitimate "need to know" such information for the performance of this Agreement, and bind any such Person to enter into a written confidentiality agreement that contains terms equivalent; and (v) except as expressly permitted in this Agreement, not use, copy or process the Disclosing Party's Confidential Information for any purpose or in any manner not directly related to fulfillment of the Receiving Party's obligations under this Agreement. In no event will the disclosure of Confidential Information constitute the grant of any title, or any other ownership interest in such Confidential Information, whether express or implied, to the Receiving Party.
(b) Each Party may disclose the other Party's Confidential Information if required to do so by a Regulatory Authority; except, the Receiving Party will: (i) give reasonable notice to the Disclosing Party prior to such occurrence to the extent permissible by Applicable Law and not otherwise prohibited by the Regulatory Authority, and (ii) limit disclosure of such information to the extent permissible by Applicable Law and in such a manner as if such information was the Receiving Party's own Confidential Information; including by request for a protective order, confidential treatment, or such other legal or commercial protections as may be available and permissible under the circumstances; except that the Receiving Party's obligation to provide notice to the Disclosing Party will not apply in the event the Receiving Party is obligated to share the Disclosing Party's Confidential Information with a Regulatory Authority in connection with required periodic examinations of the Receiving Party's business operations by such Regulatory Authority.
7.5 Data Security. (a) Each Party will comply with all privacy and data protection laws applicable to its processing of Personal Data in connection with the performance of its obligations and exercise of its rights under this Agreement.
(b) Each Party will employ administrative, physical, and technical safeguards designed to protect Confidential Information and Personal Data from unauthorized access, disclosure, and use or acquisition by an unauthorized person. Such safeguards will be no less than those that the Party uses to secure its own Confidential Information and Personal Data of a similar nature. Without limiting the foregoing, each Party will implement and maintain reasonable and appropriate measures to (i) protect the security, confidentiality, and integrity of the other Party's Confidential Information within its possession, custody or control in accordance with Applicable Law, (ii) protect against any anticipated threats or hazards to the security or integrity of the other Party's Confidential Information, and (iii) protect such Confidential Information from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition or access. Such measures will include (A) implementing and maintaining industry-standard security measures for data transmission and storage; (B) maintaining adequate physical security of all premises under its control in which data will be processed, maintained or stored; (C) only granting access to such data based on valid business need; (D) maintaining appropriate training of its employees on how to comply with its physical, technical, and administrative information security safeguards and confidentiality obligations under this Agreement; and (E) maintaining an appropriate network security program, including encryption or other secure form, with respect to the Confidential Information. In no event will either Party take measures to protect the other Party's Confidential Information that are any less rigorous than those measures such Party employs to protect its own Confidential Information. These safeguards will include policies for the disposal and destruction of such information.
(c) The Parties agree that any Security Breach might cause immediate and irreparable harm to the Disclosing Party for which money damages might not constitute an adequate remedy. In that event, the Receiving Party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party will promptly (but in no event more than 48 hours after discovery of same) advise the Disclosing Party by telephone and in writing of any Security Breach and will take all steps at its own expense reasonably requested by the Disclosing Party to limit, stop or otherwise remedy the Security Breach.
Section 8: Account Security
8.1 Security and client / customer safety is always our number one concern, however, you will remain responsible for, including but not limited to:
(a) maintaining security and control over the email mailbox, phone number and phone associated with your Account, this includes ensuring you lock your phone, have a password or biometric authentication over access controls to your phone;
(b) maintaining adequate security and control over your Account sign-in details, including but not limited to any passwords (Account passwords, or passwords which grant access to your phone) and any other codes associated with your Account; and
(c) keeping your contact details up to date so that you can receive alerts we may send to you.
Failure to do so may result in adverse results like unauthorised access to your Stables Account and potential theft or money laundering.
8.2 Stables shall have no liability to you for or in connection with any unauthorised access to your Account, where such unauthorised access was due to no fault of us, and/or any failure by you to act upon any notice or alert that we send to you. The security of your Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. We strongly recommend being vigilant of potential scams and frauds.
8.3 Care should be taken when reviewing communication which seems to be sent by us as there is always a possibility of a phishing attempt. We will always send emails from our official domain.
8.4 To the maximum extent permitted by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your Account and accept all risks of any unauthorised or authorised access to your Account, except to the extent that the activity results from a Security Breach of systems under our control, our negligence or our breach of this Agreement (see Section 12).
Section 9: Risk Warning & Indemnity
9.1 Your Account is not a traditional bank savings account and therefore it is not covered by insurance against losses or by any government deposit guarantee scheme.
9.2 Although the digital assets which make up your account balance are Stablecoins, there is the risk that the digital assets lose their underlying peg which in turn may result in increases or decreases in the value of your Account balance. Stables does not issue Stablecoins and does not guarantee their value or redeemability.
9.3 You indemnify Stables, its operating entities and its Affiliates (including their respective directors, members, employees or agents) (the "Indemnified Parties"), to the maximum extent permitted by law, against any loss, liability, action, cost, claim, damages, proceedings or expense that the Indemnified Parties may suffer, directly or indirectly, arising from any third party claim, Regulatory Authority action, fine or penalty to the extent caused by your breach of this Agreement, your breach of Applicable Law, any Restricted Activity, or a Transaction you instructed. This indemnity is reduced to the extent the loss is caused by the negligence or breach of an Indemnified Party.
9.4 Stables is not liable for any acts, omissions or negligence of Third Party Service Providers except as set out in clause 6.6.
9.5 Before using your Account, you should ensure that you understand the risks associated with digital assets and the digital asset market. There may be additional risks not identified in these Terms.
Section 10: Restriction, Suspension and Termination
10.1 We reserve the right to restrict, suspend or terminate your Account where we reasonably suspect:
(a) your Account is subject to an operational or other error, in which case we may be required to suspend access to your Account until such time as the error is rectified;
(b) your Account has been or is being used in relation to any unlawful, fraudulent or Restricted Activities, or in breach of these Terms;
(c) you or your Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
(d) you are taking any action that we consider to be a circumvention of our controls, including but not limited to opening multiple accounts;
(e) we reasonably suspect your involvement in any attempt to gain unauthorised access to any Account;
(f) your Account is or appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your Account;
(g) we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
(h) we reasonably conclude that you, or any person or geography with whom you transact, are / is the subject of any governmental sanctions.
10.2 Notice and reasons. We will make all reasonable efforts to notify you of any decision to restrict, suspend or terminate your Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise our security and/or risk management procedures. We are not obliged to disclose to you the reason for any such decision where Applicable Law prohibits it or where doing so would compromise an investigation, our security or our risk management procedures. We shall have no liability to you in connection with a restriction, suspension or termination made in accordance with this Section 10, other than as set out in Section 12.
10.3 Termination on notice and service changes. Subject to these Terms, we may terminate this Agreement or your Account for convenience by giving at least 30 days' notice in writing to you. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Platform / App or services or any feature or aspect of the Stables Service, subject to clause 1A.4 where the change materially reduces the Stables Services used by the Client. We will take reasonable steps to notify you of termination or these other types of service changes.
10.4 Return of balance. Where this Agreement or your Account is terminated for any reason, we shall (except where legally obligated not to, and after deducting any amounts you owe us) return your available balance to a verified bank account or wallet in your name.
Section 11: Complaints and Dispute Resolution
11.1 The Company strives to provide great Client service but there may be disputes between the Parties. Any complaints with the service offering provided by the Company should be raised with the Client's relationship manager in the first instance and the Company will endeavour to resolve the matters in question in accordance with its Complaints Policy.
11.2 Any dispute arising out of or in connection with this Agreement that is not resolved under clause 11.1 shall first be resolved amicably through mutual discussion between senior representatives of the Parties within 15 Business Days of either Party giving written notice of the dispute. The Parties may agree to mediate during that period.
11.3 Failing which, the dispute shall be referred to and finally resolved by arbitration under the rules of the arbitral institution named in the Commercial Terms or, if none is named, the Singapore International Arbitration Centre (SIAC) Rules, by a sole arbitrator appointed under those rules. The seat of arbitration is the seat named in the Commercial Terms or, if none is named, Singapore. The language of the arbitration is English. The award shall be final and binding.
11.4 Nothing in this Section 11 prevents either Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction, or from making a complaint to a Regulatory Authority or any external dispute resolution scheme available to you under Applicable Law.
Section 12: Important Statements
12.1 Risk of Loss. The deposited funds may be held by our Third Party Service Provider(s). If such Third Party Service Provider(s) suffers a security breach or any other loss, you may suffer a loss of some or all of your Account balance. Each Party shall bear responsibility for losses arising from its own acts, omissions, or failure to comply with applicable laws or agreed procedures, subject to the limits in clause 12.5.
12.2 No Warranty. The Platform / App and services are provided "AS IS" and on an "AS AVAILABLE" basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STABLES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, NONINFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION OR CONTENT IN OR LINKED TO THE SERVICE. STABLES DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. STABLES DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE APPLICATION, AND OPERATION OF THE APPLICATION MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. STABLES WILL MAKE REASONABLE EFFORTS TO ENSURE THAT INSTRUCTIONS ARE EXECUTED IN A TIMELY MANNER BUT THE COMPANY / STABLES MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE FIAT OR DIGITAL ASSET PROCESSING BECAUSE THE APPLICATION IS DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL.
12.3 Non-excludable rights. Nothing in this Agreement excludes, restricts or modifies any right, remedy, guarantee, warranty or term that cannot lawfully be excluded under Applicable Law. Where liability for breach of such a term can lawfully be limited, Stables' liability is limited, at its option, to resupplying the relevant services or paying the cost of resupply.
12.4 What Stables is liable for. Subject to clauses 12.5 and 12.7, Stables is liable to you for direct loss you suffer to the extent it is caused by: (a) Stables' breach of this Agreement; (b) Stables' negligence, fraud or wilful misconduct; (c) a Security Breach of systems under Stables' control, or unauthorised use of keys or credentials under Stables' control; or (d) Stables' incorrect execution of a Transaction contrary to your valid instruction. For clarity, the loss of fiat currency or digital assets credited to your Account is a direct loss. Stables is not liable for loss to the extent it arises from: (i) your breach of this Agreement, your negligence, or your failure to keep your Account secure; (ii) a Transaction you instructed to an incorrect recipient, address, network or bank account; (iii) a Stablecoin losing its peg, or the acts, omissions or failure of a Stablecoin issuer; (iv) a Third Party Service Provider, except as set out in clause 6.6; (v) a blockchain network failure, fork, congestion or attack; (vi) a restriction, suspension, hold or termination made in accordance with this Agreement or required by Applicable Law; or (vii) a force majeure event under clause 13.6.
12.5 Limitation of Liability. Subject to clauses 12.3 and 12.7, the total aggregate liability of Stables, its operating entities, contractors, service providers and Affiliates (including their respective directors, members, employees or agents) arising out of or in any way connected with this Agreement, your Account and the Stables Services, whether in contract, tort (including negligence), under statute or otherwise, shall not exceed the greater of (a) the total fees paid or payable by you to Stables in the twelve (12) month period immediately preceding the event giving rise to the claim, and (b) USD $1,000,000, or such other cap as stated in the Commercial Terms.
12.6 Consequential loss. Subject to clauses 12.3 and 12.7, in no event shall either Party be liable to the other for any indirect, special, consequential, exemplary or punitive damages, or for loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill or loss of data, however arising, including any damages caused by or resulting from any reliance upon any information received from Stables, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, communications failure, theft, destruction or unauthorised access to Stables's records, programmes or services.
12.7 Exceptions. Clauses 12.5 and 12.6 do not apply to: (a) fraud or wilful misconduct; (b) breach of Section 7 (Privacy, Confidentiality and Data Security); (c) the indemnity in clause 9.3; (d) the Client's obligation to pay fees; or (e) any liability that cannot be limited under Applicable Law.
12.8 The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.
Section 13: General Terms
13.1 Severability. If any court of law or arbitral tribunal, having the jurisdiction, rules that any part of these Terms is invalid, that section will be removed without affecting the remainder of the Terms. The remaining terms will be valid and enforceable.
13.2 Assignment. These terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent and any attempted transfer or assignment without consent will be null and void.
13.3 Survival. All provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, Sections 7, 9, 11, 12 and 15, clause 13.10, and sections relating to the suspension or termination of your Account, use of the website, disputes with Stables and general provisions, shall survive the termination of these Terms.
13.4 Headings. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.
13.5 Change of Control. In the event that Stables is acquired by or merged with another entity, or transfers the relevant business to another member of the Stables Group, we reserve the right to transfer or assign this Agreement, your Account and the information we have collected from you as part of such merger, acquisition, sale, or other change of control, on written notice to you, provided the assignee assumes our obligations and holds the licences and registrations required to provide the Stables Services.
13.6 Force Majeure. Stables shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions of these Terms. This clause does not excuse the return of your available balance under clause 10.4.
13.7 Taxes. You are solely responsible for determining and paying any income, sales or capital gains taxes to the appropriate tax authorities in connection with any of your activities on the Platform / App.
13.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction. Disputes are resolved in accordance with Section 11.
13.9 Publicity. Both Parties must agree in writing before any public statements or press releases can be made.
13.10 Wind-Down Period. Notwithstanding the expiration or termination of this agreement for any reason, for no less than three months following such expiration or termination or such shorter time as agreed between the Parties in writing ("Wind-Down Period"): (a) Developer will continue to make the Stables Services available to Users to permit Stables to complete any outstanding Orders and return Users' balances in an orderly fashion; and (b) each Party will continue to cooperate to address any Complaints. Stables will not process any new Orders or onboard any new Users during the Wind-Down Period, other than Orders needed to return balances. No Monthly Minimum Commitment accrues during the Wind-Down Period.
13.11 Variation. The Commercial Terms and any Addendum may only be amended or varied by a document in writing signed by an authorised representative of each Party. No such variation may be effected orally, by conduct, by course of dealing, or by an exchange of correspondence that is not signed by both Parties. This Agreement, the User Terms and the Policies may be amended by Stables only in accordance with clause 1A.4. Nothing in this clause limits Stables' rights under clauses 3.4, 4a.2, 4b.5 and 10.3, each of which is subject to the notice requirements stated in it.
13.12 Counterparts and Electronic Execution. The Commercial Terms, any replacement Commercial Terms, and any Addendum or amendment, may be executed in any number of counterparts, each of which is an original and all of which together constitute one and the same instrument. A Party may execute by electronic signature, including via a recognised electronic signature platform, and delivery of an executed counterpart by email in PDF or equivalent format is as effective as delivery of an originally executed counterpart.
13.13 Notices. Any notice given under this Agreement must be in writing and in English, and must be delivered by email, to the relevant email address set out in the Commercial Terms or, for a Client without Commercial Terms, the email address on the Client's Account, or such other address as a Party notifies in writing. A notice is taken to be received on the next Business Day after it is sent unless the sender receives a delivery failure.
Notices to Stables should be sent via email to team@stables.money.
Section 14: Risks Associated with Using the Platform / App / Portal
14.1 General. This section sets out some of the risks involved in connection with digital assets / cryptocurrency and using the Services. However, this section does not constitute an exhaustive list of such risks and as such, you should carefully consider whether using our Services is suitable for you in light of your circumstances. You should also read the Risk Warnings / Disclosures.
14.2 Legal status.
(a) The legal status of digital assets / cryptocurrency (including cryptographic coins, tokens and digital assets) remains uncertain in many countries and jurisdictions around the world. Such digital assets / cryptocurrency may be legally prohibited in certain countries or jurisdictions or be subject to specific restrictions and limitations with which you are solely responsible for complying at your own risk and expense. We take no position on the legal status of any digital asset / cryptocurrency.
(b) It is your responsibility to undertake your own investigations and enquiries and satisfy yourself of the legal status of the digital asset / cryptocurrency. You acknowledge and agree that you use digital asset / cryptocurrency through the Services at your own risk.
14.3 Risks of trading and holding cryptocurrency.
(a) Historically, the value of digital assets / cryptocurrency has been highly volatile and there is a risk that they could have little to no value in the future. The trading or holding of digital assets / cryptocurrency involves significant risks and the losses can be substantial. It may be difficult to value digital assets / cryptocurrency accurately and reliably given the nature of their trading and difficulty in identifying fundamentals. You should carefully consider and assess whether trading or holding digital assets / cryptocurrency or using cryptocurrency-adjacent services is suitable for you depending upon your financial circumstances and tolerance to risk.
(b) Due to the significant risks of trading digital assets / cryptocurrency as well as the impact of technology and the international market, Stables cannot warrant or guarantee that particular digital assets / cryptocurrency will be available as part of the Services. Stables reserves the right to stop offering trades in relation to particular digital assets / cryptocurrency as part of the Services in accordance with clause 4b.5. We will use our reasonable endeavours to notify you if we cease to support trading a particular digital asset / cryptocurrency.
14.4 Cyber risks, delivery and custody.
(a) Stables is not responsible or liable for any fiat currency sent to an incorrect bank account on your instruction. It is important for you to take precautions when transferring and storing your funds or providing us with bank details. You should familiarise yourself with the security measures available when using a wallet service or other device for storage. Always take a greater degree of care and precaution to secure your passwords when operating in a digital environment. You are strongly advised to double check that you have inserted the correct wallet address or bank account details where required.
(b) If we determine (in our sole reasonable discretion) that transferring digital currency / cryptocurrency or fiat currency to you would be unlawful, or in any way contrary to our AML/CTF obligations, we may suspend such a transfer for as long as we reasonably determine is required. You agree that when this occurs, you have no claims regarding the delayed transfer and agree to assist us with every request for information in this regard.
(c) Market conditions, or other operational or technical difficulties, could result in the immediate halt of transactions either temporarily or permanently. Provided that Stables has taken reasonable commercial and operational measures to prevent such events in technical systems controlled by us, Stables is not and will not be responsible or liable for any loss or damage of any kind incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transactions. Where Stables has not taken such measures, Section 12 applies.
Further information is available on the website, Platform, App, Portal, Risk Warnings / Disclosures and in our Frequently Asked Questions (FAQs).
Section 15: Commercial Terms and Fees
15.1 Incorporation. The fees, charges, rates and other commercial terms applicable under this Agreement are those set out in the Commercial Terms as in force from time to time. The Commercial Terms form part of, and are incorporated into, this Agreement. The Commercial Terms identify the Stables contracting entity, the Governing Jurisdiction and the version of this Agreement that applies (see clause 1A.1).
15.2 Replacement of Commercial Terms. The Parties may replace the Commercial Terms in their entirety at any time by executing replacement Commercial Terms which (a) state their version number, (b) state the date from which they take effect (the "Schedule Effective Date"), and (c) are signed by an authorised representative of each Party. With effect from the Schedule Effective Date, the replacement Commercial Terms supersede and replace the previous Commercial Terms in full, and every other term of this Agreement continues in full force and effect, unaffected.
15.3 Application in time. Replacement Commercial Terms apply only to Transactions and other chargeable events occurring on or after their Schedule Effective Date. Fees properly charged under a previous version of the Commercial Terms are unaffected by their replacement. Each Party shall retain a copy of each superseded Commercial Terms for the Term and for seven (7) years afterwards.
15.4 No other fees. All applicable fees and charges shall be as expressly set out in the Commercial Terms. No additional fees, charges, or pricing changes shall apply unless mutually agreed in writing between the Parties in accordance with clause 15.2. Neither Party may vary the fees unilaterally, and no fee change takes effect by notice alone. Third Party Service Providers, blockchain networks and receiving banks may charge fees that Stables does not control and which are passed through at cost where the Commercial Terms so provide.
15.5 Confidentiality of fees. The fees and charges set out in the Commercial Terms are personal and confidential to the Parties to this Agreement. Neither Party shall disclose those fees and charges to any third party without the prior written consent of the other Party. This clause survives the expiry or termination of this Agreement.
15.6 Invoicing, set-off, cure and disputes. Stables will invoice fees monthly in arrears unless the Commercial Terms state otherwise, and invoices are payable within fourteen (14) days. Stables may deduct fees from the Client's Account balance or from Transaction proceeds where the Commercial Terms so provide. If invoices remain unpaid beyond fourteen (14) days, Stables shall provide written notice to the Client and allow a minimum of seven (7) days to cure or dispute the outstanding amount prior to any deduction from the Client's Account or suspension of the Stables Services. No deductions or suspension shall be made in respect of any amounts that are subject to a bona fide dispute notified in writing within that period.
15.7 Monthly Minimum Commitment. Where the Commercial Terms specify a Monthly Minimum Commitment, it becomes payable from the earlier of (a) the date of the first Transaction, or (b) three (3) months after the Effective Date of this Agreement, and is billed monthly thereafter. For the avoidance of doubt, the execution of replacement Commercial Terms does not reset or restart that date unless the replacement Commercial Terms expressly state otherwise.
15.8 Unlisted corridors. Any corridor not listed in the Commercial Terms is priced at the "All other corridors" rate stated in the Commercial Terms, or as otherwise agreed in writing between the Parties in accordance with clause 15.2.
15.9 Currency. All amounts are in US Dollars unless expressly stated otherwise in the Commercial Terms.