‍WELCOME TO GREY

These Terms and Conditions (“Terms”) govern the access to and use of the services provided through GreyBusiness, the B2B cross border payment infrastructure offered by Grey Inc. (“Grey”, “we”, “us”, or “our”) via the GreyBusiness platform (the “Platform” or “GreyBusiness”).  

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ABOUT GREY BUSINESS

GreyBusiness is the B2B product of Grey which provides businesses with a comprehensive cross-border payment infrastructure, enabling secure and efficient financial operations, including payouts, bulk payments, virtual USD cards, and stablecoin (USDC) Transactions. You can find frequently asked questions (FAQs) regarding GreyBusiness linked here. The availability of specific Services may vary by jurisdiction and may be modified or withdrawn at any time in accordance with applicable law.

GreyBusiness features, payment methods, supported currencies, corridors, rails, supported blockchain networks and availability of Services may vary by jurisdiction, partner availability and regulatory requirements. Grey may impose limits on Transactions, hold funds, apply rolling reserves, delay settlement or restrict access to specific Services where reasonably necessary for compliance, fraud prevention, risk management, chargeback exposure or operational reasons.

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ACCEPTANCE OF TERMS 

These Terms are an Agreement between Grey and each user of the Platform or Services (“User,” “Business”, “you,” or “your”). These Terms set forth the terms and conditions that shall govern the use of the Platform and the Services. It details Grey’s obligations to you. It also highlights certain risks on using the Services and you must consider such risks carefully as the provision of this Agreement will bind you through your use of the Platform or Services.

By accessing, browsing, registering on, or using the Platform or Services in any manner, you confirm that you have read and understood these Terms, our Privacy Policy and Acceptable Use Policy, and that you accept these terms and agree to comply with them. If you do not agree to these Terms, you must not access or use the Platform.

We reserve the right to update or modify these Terms at any time, in line with these Terms. Any updated version will be made available on the Platform, and continued use of the Platform after such update constitutes acceptance of the revised Terms.

You agree that all notices, disclosures and communications from Grey may be provided electronically, including via the email address associated with your Account, in-Platform notifications or other electronic means. You are responsible for maintaining current contact details and such communications shall be deemed received when sent or posted.

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DEFINITIONS

In these Terms, unless the context otherwise requires, the following expressions shall have the meanings set out below:

“Account” or “Grey Account” means the GreyBusiness business account opened and maintained in the name of a Business under these Terms, and where the context admits including any associated virtual account details, dashboards, wallets and payment functionalities.

“API” means the application programming interface made available by GreyBusiness to enable integration of the Services into the Business’s systems.

“Authorised User” means any individual authorised by the Business to access and operate the Account, including team members with assigned permission levels.

“Business” means a sole proprietorship, partnership, company or other legally recognised entity that has successfully completed registration and KYB verification and has been approved to use the Services.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the jurisdiction in which GreyBusiness principally operates.

“Card Network” or “Card Scheme” means any payment card association, scheme, or network that enables payment card Transactions, including but not limited to Visa, Mastercard, American Express, Discover, and any successor or alternative payment card networks, through which the Business may issue, process, or receive payments using virtual or physical cards provided via the Services.

“Chargeback” means a reversal of a card Transaction initiated by a cardholder or issuing bank under applicable Card Scheme rules.

“Dashboard” means the online interface through which the Business accesses and manages the Services.

“FX Rate” means the foreign exchange rate quoted by GreyBusiness at the time a currency conversion Transaction is confirmed.

“Hold” means any temporary restriction, reserve or limitation placed on the Account, a balance or a Transaction, including where funds are withheld pending compliance review, verification, dispute resolution, chargeback risk or other risk management reasons.

“KYB” means Know Your Business verification procedures, including beneficial ownership identification, business activity verification and proof of address checks conducted in accordance with applicable laws.

“Permitted Jurisdiction” means any jurisdiction in which GreyBusiness makes the Services available, excluding Prohibited Jurisdictions.

“Prohibited Jurisdiction” means any country or territory subject to comprehensive sanctions or otherwise restricted by GreyBusiness, as contained here and updated from time to time

“Restricted Industry” means any business activity that GreyBusiness does not support, including but not limited to gambling, adult entertainment, weapons and ammunition, illegal substances and high-risk financial services, as contained here and updated from time to time.

“Services” means the cross-border payment infrastructure, payout services, virtual account services, stablecoin ervices, virtual card services, API access and related functionalities provided under these Terms.

“Stablecoin” or “USDC” means USD Coin, a digital asset designed to maintain a value equivalent to the United States dollar.

“Supported Network” means the blockchain networks supported by GreyBusiness for USDC Transactions, including BEP20 and Solana, as may be updated from time to time.

“Transaction” means any payment, payout, transfer, currency conversion, stablecoin transfer, card transaction or other financial instruction initiated through the Account.

“Virtual Card” means a non-physical USD-denominated payment card issued through GreyBusiness under an applicable Card Network.

“Wallet” means the USDC wallet address assigned to a Business for the receipt and transfer of supported digital assets.

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ELIGIBILITY AND REGISTRATION

Who may Use Grey Business

Use of the Platform is intended for legally recognized businesses, including incorporated entities and sole proprietors or individual business owners who are conducting business activities in their personal capacity. Individuals other than sole proprietors may access and use the Platform solely in their capacity as Authorised Users. In such case, such individuals must be employees of the registered User and not less than 18 years of age. Businesses shall remain responsible for ensuring that all Authorised Users comply with these Terms.

The Business shall be fully responsible and liable for all acts, omissions, instructions, Transactions and activities carried out through the Account by any Authorised User. Grey shall be entitled to rely on any instruction, approval or action submitted through the Account using valid credentials or configured permission levels as duly authorised and binding on the Business, notwithstanding any internal dispute, fraud or unauthorised conduct within the Business.

The Business is responsible for appointing an administrator for the Account and for configuring permission levels for Authorised Users. The Business shall ensure that access is granted only on a need-to-use basis and promptly revoked where an Authorised User no longer requires access (including on termination of employment or engagement). Grey is not responsible for and has no obligation to resolve any internal disputes regarding authority, permissions or ownership of the Account.

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Eligibility Criteria

To access and use GreyBusiness, a Business must:

• Be a legally registered entity (including sole proprietors, partnerships, or incorporated companies) in a Permitted Jurisdiction;
• Not operate in a Restricted Industry;
• Not be incorporated or operate from a Prohibited Jurisdiction;
• Have the legal capacity and authority to enter into and perform obligations under these Terms;
• Complete all required KYB procedures and provide accurate, complete, and up-to-date information.

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Account Registration

To register for GreyBusiness, a Business must provide all documentation as requested by Grey for KYB verification, including:

• Registration/incorporation documents.
• Email address and phone number.
• Proof of address;
• Beneficial owner(s) information and valid means of identification;
• Proof of business activity.
• Any other required information reasonably requested by Grey during registration.

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You must keep your information up-to-date

In the event that you change any information provided to us at registration or where a corporate restructuring occurs, you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us.

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VERIFICATION AND APPROVAL

Verification

Grey will review all submitted registration and KYB information and may request additional documentation or clarification. Registration and approval are conditional until all KYB requirements are satisfied. Once verified, the Business will receive access to its Account, including virtual account details, Wallet (if USDC is enabled), Dashboard access, and the ability to create Virtual Cards and initiate Transactions. 

Verification typically takes 1–2 Business Days after complete documentation is submitted, though timelines may vary depending on the complexity of the KYB process.

Grey may conduct ongoing monitoring and periodic re-verification of the Business, its beneficial owners, directors, Authorised Users and Transactions at any time during the relationship. Grey may request additional documentation, clarification or enhanced due diligence information and may delay, restrict or suspend Transactions or Services pending satisfactory completion of such review.

Grey may require the Business to provide additional information, including evidence of source of funds, source of wealth, underlying commercial activity, invoices, delivery confirmation or other documents reasonably required to satisfy compliance obligations. Grey may delay, suspend or refuse Transactions or withdrawals until such information is provided and verified.

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Verification Methods

We are required by law to carry out all necessary security and customer due diligence checks on you (including any parties involved in your Transaction e.g. your recipient) in order to provide any services to you. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking company registries, commercial databases or credit reports. You authorize us to obtain one or more of your credit reports, from time to time, to establish, update or renew your Grey Account with us or in the event of a dispute relating to this agreement and activity under your Grey Account.

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Right to Refuse or Suspend Registration

Grey may, at its sole discretion and without liability, refuse or suspend registration where:

• The Business fails to meet the eligibility criteria;
• The submitted information or documentation is incomplete, inaccurate, or cannot be verified;
• Regulatory obligations, sanctions, or risk considerations require refusal or suspension; or
• There is any other reason deemed necessary by Grey to protect its interests or comply with applicable law.

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ACCOUNT SECURITY

‍Your Responsibility

You are solely responsible for maintaining adequate security and control of all login credentials, passwords, API keys, authentication devices, private keys (where applicable), and any other access credentials with which you use to access your Grey Account and Services. You agree not to allow anyone else to have or use your access credential details and comply with all reasonable instructions regarding account access and security. In the event you share your access credentials with anyone, Grey will not be liable to you for losses or damages. 

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Security Measures

You will also take all reasonable steps to protect the security of the personal electronic device through which you access Grey’s services (including, without limitation, enabling 2FA, using PIN and/or password-protected personally configured device functionality to access Grey’s services and not sharing your device with other people). Immediately change your password and contact Grey customer support via the support channels made available on the Platform or by emailing business@grey.co if:

• anyone asks for your password, OTP or any other security-related aspect of your Grey Account.
• your email address becomes compromised.
• you suspect your Grey Account or login details including your password or any other security features are stolen, lost, used without authorization or otherwise compromised.
• your Transaction history for your Grey Account shows transactions that you did not initiate.

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Responsibility for Transactions initiated via your Account

You are solely responsible for all actions, instructions, and Transactions initiated through the Account, whether by an Authorised User or otherwise using valid login credentials. Grey shall be entitled to rely on any instruction received through the Account as duly authorised by the Business.

We may suspend your Grey Account or otherwise restrict its functionality if we have concerns about the security of the Grey Account or any of its security features; or potential unauthorized or fraudulent use of your Grey Account or any of its security features.

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SOFTWARE LICENSE

(a) For businesses, we hereby grant you a revocable, non-exclusive, non-transferable license to use the Platform, Grey’s APIs, developer’s toolkit, and other software applications utilized in accessing the Services (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with Grey’s services. If you do not comply with the documentation and any other requirements provided by Grey, then you will be liable for all resulting damages suffered by you, Grey and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

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(b) Where API access is made available, the Business shall:

• Keep all API keys, credentials and authentication tokens secure and confidential;
• Not share API credentials with unauthorised third parties;
• Comply with all API documentation, integration requirements and rate limits communicated by Grey;
• Not attempt to reverse engineer, replicate, benchmark, scrape or misuse the API;
• Implement appropriate technical and organisational security measures to protect data transmitted via the API.

The Business remains responsible for any third party that integrates with or accesses the Services via the API on the Business’s behalf and for all actions taken through such integration. Grey shall have no liability arising from the Business’s choice of relationship with or reliance on any third-party integration provider.

Grey may suspend, restrict or revoke API access at any time where it reasonably suspects misuse, security risks, excessive usage, regulatory concerns or breach of these Terms.

WARRANTIES AND REPRESENTATIONS

You represent and warrant to Grey that:

1. You have the full power, authority, regulatory approval and corporate authorisation to enter into, execute, deliver and perform this Agreement.

2. You are duly organised, authorised and in good standing under the laws of any state, region or country of your organisation. You are duly authorised to do business in all other states, regions or countries in which your business operates.

3. All information, documentation and declarations provided during registration and throughout the use of the Services are true, accurate, complete and not misleading.

4. It does not conduct business in a Prohibited Jurisdiction or operate within a Restricted Industry. You further represent that you are not subject to any sanctions, embargoes, or restrictions imposed by any competent authority. 

5. All funds transferred, received, or processed through the Account are derived from lawful activities.

6. It maintains appropriate internal controls and security measures to protect access to its Account, including safeguarding credentials and managing Authorised Users.

7. The Business shall not use (and shall ensure its Authorised Users do not use) the Services for any unlawful purpose for Transactions involving Prohibited Jurisdictions or Restricted Industries or in a manner that violates any sanctions laws, AML laws, Card Network rules, applicable payment network rules or Grey’s Acceptable Use Policy (as updated from time to time).

The representations and warranties set out in this clause are deemed repeated each time you initiate a Transaction or use any part of the Services. You acknowledge that Grey relies on the above representations and warranties in providing access to the Services. Any breach may result in suspension, termination, freezing of funds, or reporting to competent authorities.

CHARGES AND FEES

(a) You agree to pay us for the services we render. Our fees will be calculated as demonstrated on the Pricing page on the Platform accessible here. Subject to the terms of this Agreement, Grey will send to your designated bank or card settlement account all amounts settled and due to you from your transactions, minus our stated fees, any reversals, invalidated payments, chargebacks, reversals, refunds or other amounts that you owe to Grey under this Agreement (“Payout”). Should either Party in good faith have cause to dispute any amount appearing on an invoice submitted by the other Party pursuant to this Agreement (“Affected Invoice”), the affected Party shall, within Seven (7) Business Days of receipt of the Affected Invoice, notify the other Party in writing, of such dispute, specifying the Affected Invoice, the specific amount in dispute and alleged reasons or grounds for dispute, failing which it will be deemed that the invoice is true and correct. We reserve the right to revise our fees. In the event that we revise our fees, we will notify you within twenty-four (24) hours of such change.‍

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(b) Fees are exclusive of any applicable taxes, duties, levies, or similar governmental charges unless expressly stated otherwise. The Business is responsible for all taxes arising from its use of the Services, including withholding or reporting obligations applicable in its jurisdiction.

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VIRTUAL CARDS

‍Grey provides Virtual Cards in conjunction with its banking partners. You can find frequently asked questions (FAQs) regarding these virtual cards linked here. 

In the event that you initiate two repeated transactions with insufficient funds using the Grey card, our system will detect and flag your Account, resulting in a temporary freeze of the card’s functionality. Should this particular scenario repeat for a consecutive total of four instances, the card will be subject to immediate termination.

Please be aware that if you request a new card subsequent to the termination or deletion of a previous card, a new card creation fee will apply.

All Virtual Cards are issued in partnership with licensed issuing banks and are subject to applicable Card Network and issuing partner rules. The Business agrees to comply with all applicable card scheme requirements, merchant category restrictions and usage limitations. Grey may suspend, cancel or restrict any Virtual Card at any time for risk management, compliance, insufficient funds, suspicious activity, regulatory requirements or breach of these Terms. Chargebacks and disputes relating to card Transactions shall be governed by applicable Card Network rules and the Business shall provide any documentation reasonably required to defend or respond to such disputes.

The Business acknowledges that merchant acceptance, authorisations, declines and settlement may be determined by merchants, acquirers, Card Networks and issuing partners and Grey does not guarantee that any Virtual Card Transaction will be authorised or completed. Virtual Cards must not be used for Restricted Industries, prohibited Transactions, cash-like transactions (where restricted) or in violation of applicable Card Network rules and Grey may block or decline such Transactions.

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STABLECOIN TRANSACTIONS

Where enabled, Grey may support USDC Transactions on Supported Networks:

1. The Business acknowledges that blockchain Transactions are irreversible once confirmed on the relevant network.
2. The Business is solely responsible for verifying the accuracy of wallet addresses, network selection, and compatibility before initiating any transfer. Incorrect address input, incorrect network selection or incompatible wallets may result in permanent and unrecoverable loss of funds.
3. Grey does not control the underlying blockchain networks. Network congestion, forks, protocol upgrades, validator actions, smart contract vulnerabilities or other technical disruptions may affect processing times or availability.
4. Network transaction fees (“gas fees”) are borne by the Business.
5. Grey may suspend, delay, block or refuse any stablecoin Transaction where required for compliance with AML, sanctions, fraud prevention or other regulatory obligations.
6. Grey reserves the right to suspend or discontinue stablecoin functionality at any time without liability.
7. The Business is solely responsible for maintaining control of its wallet credentials, private keys, access phrases and security for any external wallets used in connection with the Services.
8. Grey does not guarantee the availability of any exchange, conversion, redemption or liquidity relating to Stablecoin Transactions and may restrict Stablecoin functionality in accordance with applicable law, partner requirements or risk controls

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TRANSACTIONS, SERVICES AND PAYMENTS

Deposit Methods

You can deposit money to your Grey Account through one or more methods such as; bank transfer (ACH, wire or swift, FPS or Chaps, SEPA transfers etc.), credit cards or debit cards. The number of methods available to you will depend on a number of factors. Deposits into your Grey account are provided by third parties, for example, the card provider which issued your credit or debit card. We cannot guarantee the use of any particular deposit method and when appropriate, we may restrict or prohibit a particular deposit method at any time without notice to you.

We will credit your Grey Account once we have received your deposit, and we are only responsible for the funds deposited once we have received it. In certain instances, you may be asked to provide us with evidence of source of funds in order for us to meet our regulatory requirements, in which case you agree to provide that evidence promptly. You represent and warrant to us that the evidence you provide to us is up to date, complete and accurate.

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Payout Methods

GreyBusiness supports payouts through multiple methods, including:

• Bank Transfers via SWIFT, SEPA, ACH and other supported domestic or regional clearing systems;
• Local Payment Rails including country-specific payment networks;
• Mobile Money through supported mobile wallet providers;
• Stablecoin Transfers specifically USDC transfers via Supported Networks;
• Virtual Card Transactions specifically USD-denominated card payments subject to card scheme rules.

Supported payout currencies and corridors may be updated from time to time in line with these Terms. Where a Transaction involves currency conversion, the applicable FX Rate and fees will be displayed prior to confirmation. You acknowledge that FX Rates are time-sensitive and may change based on market conditions.

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We are not a bank

Grey is not a bank and banking services are provided by third party partner banks. The specified bank account details that we provide to you in order for you to receive funds from third parties are for accounts held by Grey (and we will credit your Grey Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you. Funds held by Grey are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other deposit protection scheme. All customer funds are safeguarded; this means Grey does not use balances held by its customers for operating expenses or other corporate purposes and will not voluntarily make such funds available to its creditors in the event of bankruptcy.

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Non-reversal of Transactions

You must ensure that the information you provide to us when you send or withdraw money is accurate. Once a Transaction is processed, it cannot be reversed (except where and to the extent, required by applicable law) and except as expressly set forth in this Agreement, we will not be liable in any way for any loss you suffer as a result of a transaction being carried out in accordance with your instructions (or a third party acting on your behalf).

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Payment Service Disclaimers 

Grey Business does not guarantee uninterrupted or error-free availability of all payment methods, currencies, or corridors. Services may be suspended or restricted for maintenance, regulatory requirements, or risk management purposes. The Business acknowledges that processing times, fund availability, and certain account functionalities may depend on intermediary banks, safeguarding institutions, or payment partners, and Grey shall not be liable for delays or disruptions beyond its reasonable control.

Grey may impose Transaction limits, rolling reserves, temporary Holds or other restrictions on the Account where reasonably necessary for risk management, compliance, fraud prevention, chargeback exposure or regulatory obligations. Grey may delay settlement or restrict withdrawals pending review. Grey is not obligated to disclose confidential risk management criteria underlying such decisions.

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Negative Balances and Repayment

If the Account balance becomes negative for any reason (including fees, Chargebacks, reversals, refunds, FX adjustments, settlement corrections, returned payments or Transactions processed in accordance with the Business’s instructions), the negative amount represents an amount owed by the Business to Grey. The Business agrees to repay any negative balance immediately upon demand and authorises Grey to recover such amounts by set-off, debiting future settlements, applying reserves or using any lawful collection methods.

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Bulk Payments

Grey Business may enable the Business to upload batch files or initiate multiple payout instructions simultaneously (“Bulk Payments”). The Business is solely responsible for the accuracy and completeness of all recipient details, payment amounts, currency selections and related data submitted in any batch file or bulk instruction.

Grey may perform validation checks and may reject or suspend any Bulk Payment that fails validation or triggers compliance review. Processing times may vary depending on cut-off times, intermediary institutions, payment rails, regulatory review or technical limitations.

Grey may process Bulk Payments in whole or in part and may suspend, reject or delay individual payout items within a batch without affecting other payout items. Where any payout is delayed or rejected due to compliance review, sanctions screening, incorrect recipient details or third-party rail issues, the Business remains responsible for correcting and resubmitting the affected payout instruction.

Grey shall not be liable for losses arising from incorrect recipient details, duplicate submissions, formatting errors or data inaccuracies provided by the Business. Failed or rejected payouts may require resubmission.

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INTELLECTUAL PROPERTY

Unless otherwise stated, Grey and/or its licensors own the intellectual property rights and materials on the Platform or other Software subject to the license below. All text, formatting (including without limitation the arrangement of materials on the Platform or other Software and the graphics, animation, tools, commercials, music, video, articles, sound, copy, trade names, logos and other materials and information on the Platform or other Software are subject to the intellectual property rights of Grey and its affiliates and their licensors and licensees (collectively the “Content”). We do not grant you any right, license, title or interest to any of our intellectual Property rights which you may or may not have access to. This Content may not be copied, reverse-engineered, decompiled, disassembled, modified or reposted to other Platforms or platforms. Nothing on the Platform or other Software should be construed as granting by implication or otherwise, any license or right to use any trademark displayed on the Platform or other Software without the written permission of Grey or such third party that may own the trademark. You agree to take such actions including any legal or official document or other documents that may be needed to further affirm our intellectual property rights.

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CONFIDENTIAL INFORMATION

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know-how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations, or (iv) is independently developed by the receiving party.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

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AML COMPLIANCE AND TRANSACTION MONITORING 

AML Compliance

The Business acknowledges that Grey operates in a regulated financial environment and is subject to applicable anti-money laundering (AML), counter-terrorist financing, sanctions, fraud prevention, and other financial crime laws. The Business agrees to comply at all times with all applicable laws and regulations relevant to its use of the Services, including AML, sanctions, foreign exchange, tax, and payment regulations in its jurisdiction and any jurisdiction in which it conducts business.

Grey may require enhanced due diligence or additional documentation for higher-risk Transactions, industries, geographies or volumes.

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Transaction Monitoring

You acknowledge that all Transactions are subject to automated and manual monitoring for fraud, suspicious activity, sanctions exposure, and other financial crime risks. Grey may delay, block, reject, or reverse a Transaction where it reasonably suspects: a breach of these Terms; a violation of applicable law; sanctions exposure; fraudulent or unlawful activity; or activity inconsistent with the Business’s declared profile. Grey may, where required or permitted by applicable law, report any activity, Transaction, or information relating to the Business or its Account to any competent regulatory authority, financial intelligence unit, law enforcement agency, tax authority, sanctions authority, or other governmental body.

Grey may freeze, block, reject, reverse or withhold any Transaction or funds where required by applicable sanctions laws, regulatory obligations or governmental directives. The Business acknowledges that Grey may be legally restricted from disclosing certain information relating to suspicious activity reports or regulatory investigations.

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DISCLAIMERS

GREY WILL TRY TO ENSURE THAT THE PLATFORM IS AVAILABLE AT ALL TIMES AND BUG-FREE. HOWEVER, IT IS USED AT YOUR OWN RISK. OUR PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GREY MAKES NO WARRANTY THAT THE PLATFORM AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR FREE FROM DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS. GREY DOES NOT GUARANTEE THE COMPLETION, DELIVERY, OR SETTLEMENT OF ANY TRANSACTION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OUR PLATFORM OR FROM GREY, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "GREY PARTIES") SHALL CREATE ANY WARRANTY. 

WE HAVE THE RIGHT TO SUSPEND, WITHDRAW, DISCONTINUE OR CHANGE ALL OR ANY PART OF OUR SERVICE WITHOUT NOTICE. WE WILL NOT BE LIABLE TO YOU IF FOR ANY REASON OUR SERVICES ARE UNAVAILABLE (IN WHOLE OR IN PART) AT ANY TIME OR FOR ANY PERIOD. YOU ARE RESPONSIBLE FOR MAKING ALL ARRANGEMENTS NECESSARY FOR YOU TO HAVE ACCESS TO THE SERVICES.

THE BUSINESS ACKNOWLEDGES THAT TRANSACTION PROCESSING AND SETTLEMENT MAY BE SUBJECT TO DELAYS, REVERSALS, OR REJECTIONS CAUSED BY INTERMEDIARY OR CORRESPONDENT BANKS, PAYMENT NETWORKS, CARD SCHEMES, CLEARING SYSTEMS, MOBILE MONEY OPERATORS, BLOCKCHAIN NETWORKS, OR REGULATORY AUTHORITIES, ALL OF WHICH ARE OUTSIDE THE REASONABLE CONTROL OF GREY. GREY SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD PARTIES.

WHERE THE SERVICES INCLUDE DIGITAL ASSET OR BLOCKCHAIN FUNCTIONALITY, THE BUSINESS ACKNOWLEDGES THAT BLOCKCHAIN TRANSACTIONS MAY BE IRREVERSIBLE AND SUBJECT TO NETWORK CONGESTION, PROTOCOL CHANGES, VALIDATOR ACTIONS, CYBERSECURITY RISKS, OR OTHER TECHNICAL FAILURES. GREY DOES NOT CONTROL THE UNDERLYING BLOCKCHAIN NETWORKS AND DISCLAIMS ALL LIABILITY ARISING FROM NETWORK-LEVEL FAILURES OR DISRUPTIONS.

GREY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR RESTRICTION ARISING FROM ITS COMPLIANCE WITH APPLICABLE ANTI-MONEY LAUNDERING, SANCTIONS, FRAUD PREVENTION, OR OTHER LEGAL OR REGULATORY OBLIGATIONS, INCLUDING ANY FREEZE, SUSPENSION, DELAY, REPORTING, OR REFUSAL TO PROCESS A TRANSACTION.

THE SERVICES DO NOT CONSTITUTE FINANCIAL, INVESTMENT, LEGAL, TAX, OR ACCOUNTING ADVICE. THE BUSINESS IS SOLELY RESPONSIBLE FOR OBTAINING INDEPENDENT PROFESSIONAL ADVICE REGARDING ITS USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS ARE HEREBY DISCLAIMED.

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LIMITATION OF LIABILITY

YOU AGREE TO THE LIMITATION OF LIABILITY CLAUSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: GREY WILL IN NO WAY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES INCLUDING DAMAGES RESULTING FROM REVENUE LOSS, PROFIT LOSS, USE, DATA, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSSES (WHETHER GREY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT) ARISING OUT OF THE PLATFORM OR SERVICES (INCLUDING, WITHOUT LIMITATION TO INABILITY TO USE OR ARISING FROM THE RESULT OF USE OF OUR PLATFORM OR SERVICES) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON THE SCOPE AND DURATION OF SUCH WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRETIES, BUT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, GREY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE BUSINESS TO GREY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, GREY’S TOTAL LIABILITY SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD $1,000).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL SURVIVE TERMINATION OF THESE TERMS.

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FORCE MAJEURE

Grey shall not be liable for any delay, failure or disruption in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government actions, sanctions, regulatory directives, bank failures, intermediary institution delays, payment network outages, blockchain disruptions, internet failures or other force majeure events.

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KNOW YOUR CUSTOMER

You agree that you are solely responsible for verifying your customers' identities, ensuring that they are authorised to carry out transactions on your platform, and determining their eligibility to purchase your products and services.

You are also required to maintain information and proof of service or product delivery to your customer. Where a dispute occurs needing resolution, you may be required to provide Grey with these.

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INDEMNITY

You hereby indemnify Grey and undertake to keep Grey, its staff and affiliates indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) arising out of: any breach of these Terms by the Business; any violation of applicable laws, regulations, sanctions requirements, or regulatory obligations by the Business; any fraudulent, unlawful, or negligent act or omission of the Business, its directors, officers, employees, contractors, or Authorized Users; any Transaction initiated, authorized, or submitted through the Account; any Chargeback, reversal, refund, return, relating to the Business’s goods or services; any claim, suit or proceeding brought against Grey arising from or in connection with violations of Intellectual Property or other rights of third parties in relation to your use of the Services.

If you have a dispute with any other Grey Account holder or a third party that you send money to or receive money from using the Services, you release Grey from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

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TERMINATION AND SUSPENSION 

You may terminate this Agreement by closing your Grey Account.

We may, in our sole discretion suspend or close your Grey Account and your access to the Services and any funds, or terminate this Agreement, if;

• You do not comply with or breach any of the provisions of this Agreement;
• We are required to do so by law, government authority or agency, or law enforcement agency;
• We are directed by a Card Network or issuing financial institution; or
• Where a suspicious or fraudulent transaction occurs
• We have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.

Grey may take further actions it deems appropriate to deal with the breach, which may include, suspending your access to the Platform, prohibiting you from accessing the Platform and Services, blocking computers using your IP address from accessing the Platform and Services, contacting your internet service provider to request that they block your access to the Platform and Services and/or bringing court proceedings against you.

We may also suspend your Grey Account if it has been compromised or for other security reasons; or has been used or is being used without your authorization or fraudulently.

If we close your Grey Account or terminate your use of the Services for any reason, we’ll provide you with notice of our actions and make any unrestricted prepaid money held in your Grey Account available for withdrawal.  You are responsible for all reversals, Chargebacks, fees, fines, penalties and other liability incurred by Grey, any other Grey customer, or a third party, caused by or arising out of your breach of this Agreement, and/or your use or the use of your authorized third parties of the Services. You agree to reimburse Grey, any Grey customer, or a third party for any and all such liability.

Grey may continue to hold funds, apply reserves or restrict withdrawals after termination where reasonably necessary to complete pending Transactions, manage chargeback or reversal risk, comply with legal obligations or conclude investigations. Sections intended by their nature to survive termination (including but not limited to Confidentiality, Disclaimers, Limitation of Liability, Indemnity, Set-Off Rights, Data Protection and Governing Law and Dispute Resolution) shall survive termination.

On termination for any reason, all rights granted to you in connection with the Platform shall cease, you must immediately delete or remove the Platform from your devices.

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HOW DO I CLOSE MY GREY ACCOUNT

Account Closure

You may close your Grey account at any time by;

• Login to your account on the mobile app
• Navigate to More
• Select 'Delete your account'
• Agree to the terms of service
• Tap the 'Continue with account deletion' button
• Enter reason for deleting account & account password
• Tap the 'Delete account' button

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Pending Payments

If there are any pending Transactions relating to your Grey Account when you initiate account deletion, your Grey Account will be closed promptly after such Transactions are completed.

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Remaining Balances

Before closing your account, you should empty your currency balances. Unused balances in your Grey account may be lost, so ensure to use or remove all the funds in your account. Grey will not be liable for any losses that may occur due to failure to remove all funds in your account. To empty your balances, you should;

• Login to your account on the mobile app
• On the homepage, select the currency you wish to withdraw funds from
• Tap the 'Withdraw' button
• Select 'Withdraw to a saved recipient' or 'Withdraw to another account'
• Fill required fields on the withdrawal form
• Tap the 'Continue' button
• Review your Transaction and tap the 'Finish' button

You will need to do this for each currency you have money in.

You must not close your Grey Account to avoid an investigation. If you attempt to close your Grey Account during an investigation, we may Hold your money until the investigation is fully completed. You agree that you will continue to be responsible for all obligations related to your Grey Account even after it is closed. As a regulated financial institution, Grey is obligated to retain some of your data for purposes such as security, fraud, accounting, reconciliation, anti-money laundering and reporting purposes. Treatment of such data shall be handled in line with our Privacy Policy.

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SET-OFF RIGHTS

Grey may, without prior notice, set off or deduct any amounts owed by the Business to Grey from any funds held in the Account. This includes, without limitation: unpaid fees and charges; Chargebacks, reversals, or refund liabilities; fraud losses attributable to the Business; indemnity claims; regulatory fines or penalties arising from the Business’s conduct (to the extent legally permitted).

Where necessary to effect set-off, Grey may convert funds held in the Account from one currency to another at Grey’s applicable FX Rate (and apply any applicable fees) to satisfy amounts owed to Grey.

Where Account balances are insufficient, the Business remains liable for any shortfall and shall repay such amount immediately upon demand.

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ERRORS

Errors: What they are

With regard to your Grey Account, the following are considered Errors:

• When money is either incorrectly withdrawn from your Grey Account or incorrectly deposited into your Grey Account, or when a Transaction or Transfer is incorrectly recorded in your Grey Account.
• You send money to a third party or withdraw money, and the incorrect amount is debited from your Grey Account;

• An incorrect amount is credited to your Grey Account;

• A transfer to or from your Grey Account is missing from or not properly identified in your Grey Account statement

• We make a computational or mathematical error related to your Grey Account or currency you have converted
• You request additional information or clarification concerning a transfer to or from your Grey Account, including a request you make to determine whether an error has occurred; or
• You inquire about the status of a pending transfer to or from your Grey Account.

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Errors: What they are not

The following are not considered Errors:

• If you give someone access to your Grey Account (by giving them your login information) and they use your Grey Account without your knowledge or permission. You are responsible for Transactions made in this situation;
• Invalidation and reversal of a payment or Transaction as a result of the actions described under Reversals and Chargebacks section of these Terms;
• Routine inquiries about your Grey Account balance;
• Requests for duplicate documentation or other information for recordkeeping purposes;
• An inquiry about the status of a currency conversion order (except where the funds from the order were not made available to the recipient by the disclosed date of availability);
• A change requested by the recipient of funds sent from you;
• A change in the amount or type of currency received by a designated recipient from the amount or type of currency stated in the disclosure provided you, if we relied on information provided by you in making the disclosure;
• Delays that result from Grey applying Holds or limitations. Our decision about Holds or limitations may be based on confidential risk management procedures and the protection of Grey, our customers and/or service providers. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you;
• Delays based on a review of a potentially high-risk transaction;
• Your errors in making a Transaction (for example, mistyping an amount of money that you are sending or choosing an incorrect destination Currency).
• Delays due to actions of third parties (e.g, your or a recipient's bank)

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What to do when an Error occurs 

If you believe an Error of the type described above has occurred with respect to your Grey Account, and you duly contact us in accordance with the information above, we will investigate and determine whether an error occurred within ten (10) Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Grey Account within ten (10) Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.

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Rectification of Errors

We will rectify any Errors that we discover. If the Error results in:

• You receiving less than the correct amount to which you were entitled, then we will credit your Grey Account for the difference between what you should have received and what you actually received.
• You receiving more than the correct amount to which you were entitled, then we will debit your Grey Account for the difference between what you actually received and what you should have received.
• Our not completing a Transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:
• through no fault of ours, you did not have enough available funds to complete the Transaction;
• our system was not working properly and you knew about the breakdown when you started the Transaction; or
• the error was due to extraordinary circumstances outside our control (such as fire, flood or loss of Internet connection), despite our reasonable precautions.

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SEVERABILITY

The invalidity, illegality or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement.

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ASSIGNMENT

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions. Without our prior written consent, you may not assign, transfer, sub-contract, or otherwise deal with any of your rights and/or obligations under these terms and conditions.

Nothing in these Terms creates any partnership, joint venture, employment or agency relationship between the Parties. The Business has no authority to bind Grey and shall not represent otherwise.

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REVERSALS AND CHARGEBACKS

If you receive a payment that is later refunded or invalidated for any reason, you are responsible for the full amount of the payment sent to you plus any fees (including any applicable Chargeback fee described below). Whenever a Transaction is reversed, Grey will refund or reverse the Transaction from your Grey Account in the same currency as the original Transaction. If your Grey Account balance for a particular currency is insufficient to cover the amount of a refund or reversal, Grey will perform a currency conversion in order to refund or reverse the Transaction, subject to the exchange rate being offered by Grey in the applicable currencies at that time.

If you receive a debit or credit card-funded payment through your Grey Account and you (or a third party) pursue a Chargeback for the Transaction with the card issuer, then Grey may assess you with a Chargeback fee (for facilitating the chargeback process) and will remove the charged back funds from your Grey account.

Payments to you may be invalidated and reversed by Grey if:

• Our investigation of a bank reversal finds that the Transaction was fraudulent.
• Grey sent the payment to you in error.
• The payment was unauthorized.
• You received the payment for activities that violated this Agreement, the Acceptable Use Policy, or any other agreement between you and Grey.

When you receive a payment, you are liable to Grey for the full amount of the payment sent to you plus any fees if the payment is later invalidated for any reason.

If your Grey Account goes into a negative amount, including as a result of a Chargeback, reversal of a Transaction, deduction of fees or any other action carried by you or a third party, that negative amount represents an amount you owe to Grey and you promise to repay the negative amount immediately without any notice from us. We may send you reminders or take such other reasonable actions to recover the negative amount from you, for example, we may use a debt collection service or take further legal actions. We may charge you for any costs we may incur as a result of these collection efforts.

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DATA PROTECTION

With respect to all the Personal Information belonging to, and/or processed in connection with Grey or the Services, such Personal Information at all times comply with all data protection laws in the relevant territory, in all respect and in particular the General Data Protection Regulation and all applicable data protection regulation in force. 

Grey processes Personal Information in accordance with applicable data protection laws and its Privacy Policy. Processing may be based on contractual necessity, legal and regulatory obligations (including AML and sanctions compliance), legitimate business interests and where applicable, consent. By using the Services, the Business acknowledges such processing and agrees to provide accurate and lawful information.

The Services are cross-border by nature. By using the Services, the Business acknowledges and agrees that Personal Information (and Transaction-related data) may be processed, stored and transferred to countries other than the country in which the Business, its Authorised Users, payers or recipients are located, including the United States and other jurisdictions where Grey, its affiliates, banking partners, payment processors, card issuers, compliance vendors or infrastructure providers operate.

Where required by applicable data protection law, Grey will implement appropriate safeguards for international transfers of Personal Information, which may include reliance on standard contractual clauses, data processing agreements or other lawful transfer mechanisms recognised under applicable law.

The Business acknowledges that Grey may disclose Personal Information and Transaction data to banks, payment partners, Card Networks, blockchain analytics providers, screening vendors and competent authorities to comply with legal and regulatory obligations (including AML, sanctions, fraud prevention, tax reporting and audits) and such disclosures may involve cross-border transfers.

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THIRD-PARTY MATERIALS

Certain Platform functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

Any access or consent you give to such third-party materials is an agreement between you and it, we will have no liability for any loss whatsoever, as a result of any such agreement.We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Materials through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

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GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to the Services, the Account, or these Terms (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

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Dispute Resolution 

The Parties shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion and negotiation pursuant to this clause.

If the Parties are unable to settle the dispute as indicated above within 15 (fifteen) Business Days, the dispute shall be subject to the exclusive jurisdiction of the courts of the State of Delaware, United States, except where prohibited by the laws of the United States. 

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UPDATES, MODIFICATION & ADJUSTMENTS

Grey reserves the right to change, revise or modify these Terms from time to time by updating this page. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We will also try to notify you of any material changes which could be done via the email associated with your account or service notification. By continuing to use our services after the changes become effective, you agree to be bound by the revised Terms.

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CONTACT US

GreyBusiness is owned by Grey Inc. incorporated under the Laws of the State of Delaware. If you have any complaints or enquires about us and our Services, you may contact us at:

• reaching out to the customer service support available on the Platform.

• sending an email to business@grey.co