Terms of Business

These Terms and Conditions (“Terms”) govern all accounts and any associated banking services, products, or facilities (“Services”) that we may offer from time to time. The availability of Services may vary by jurisdiction. We encourage you to carefully review these Terms before submitting an application for any Service.

We reserve the exclusive right to decline any application for a Service at our sole discretion, without the obligation to provide a reason for such a decision. The Terms may be complemented by specific provisions applicable to a particular Service, i.e. Service Addendum. These documents, together with the Terms, shall be interpreted collectively as a unified agreement.

In addition to these Terms, you will also be bound by any other applicable terms and conditions agreed upon between you and us concerning account opening, banking services, products, or facilities (the “Other Terms”). Unless otherwise specified, all capitalized terms used within the Terms shall carry the definitions set forth in Part 1 below.

PART 1 – DEFINITIONS AND INTERPRETATIONS

 1. DEFINITIONS

1.1 The following definitions apply to the Agreement unless otherwise specified in that Agreement:

“Account” shall have the meaning set out in paragraph 3 (Your Responsibility);

“Account Statements” shall have the meaning set out in paragraph 7 (Account Statements);

“Agent” refers to any representative, intermediary, correspondent bank, courier, vendor, professional adviser, contractor, or third-party service provider. The term “Agents” shall be interpreted accordingly.

“Agreement” refers to the legally binding contract established between you and us for each specific Service. This contract encompasses the Solutions and Pricing Proposal (if applicable), the Letter of Offer, the Terms, and any relevant Service Addendum or Other Terms. The term “Agreements” collectively includes all such contracts mutually agreed upon between you and us.

For absolute clarity, an Agreement explicitly excludes any provisions, terms, or conditions referenced in brochures, pamphlets, or service level agreements.

“Authorisation” refers to: (a) any formal grant of authority, including but not limited to consent, approval, resolution, licence, exemption, filing, notarisation, lodgement, or registration; or (b) with respect to any act or transaction that would otherwise be wholly or partially prohibited or restricted by law, the absence of intervention or action by a Government Agency within the prescribed statutory period following lodgement, filing, registration, or notification, thereby permitting such act or transaction by default.

“Authorised Person” refers to any individual whom you formally designate in writing, including through electronic means, as possessing the authority—either independently or jointly—to issue instructions or act on your behalf under an Agreement, or in connection with a Service and/or Account.

Additionally, in relation to any Electronic Banking Service, the term “Authorised Person” shall encompass an Authorised User.

“Authorised User” refers to an individual who has been formally granted permission to access and utilize an Electronic Banking Service in accordance with the applicable terms and conditions governing such service.

“Business Day” refers to any day on which we are open for general banking operations in the Federal Territory of Labuan, Malaysia, specifically for the provision of the relevant Service.

“Communication” encompasses any form of information transmission, including but not limited to instructions, demands, or notices.

“Electronic Banking Service” refers to any digital platform or system provided by us, enabling you to access and utilize any Service, or to electronically transmit any Communication.

“Governing Jurisdiction” denotes the jurisdiction mutually agreed upon in writing between the parties, as specified in the Letter of Offer. In the absence of such specification, it refers to the jurisdiction in which we are delivering the relevant Service.

“Governmental Agency” encompasses any government entity, governmental agency, semi-governmental body, judicial authority, or regulatory organization. This includes, but is not limited to, stock exchanges and self-regulatory organizations established under law.

“Holding Company” refers to any company or corporation that qualifies as the parent entity of another company or corporation, in accordance with its classification as a Subsidiary

“Insolvency Proceeding” refers to any formal process initiated against a person in the event of financial distress or inability to meet obligations, including but not limited to: (a) the issuance of an order, submission of an application or petition, or passing of a resolution for administration, liquidation, statutory management, winding up, or dissolution; (b) any corporate action, legal proceeding, or procedural step taken concerning payment suspension, debt moratorium, provisional supervision, or reorganization, whether by voluntary arrangement, scheme of arrangement, or otherwise; (c) the appointment of a receiver, administrator, liquidator, administrative receiver, compulsory manager, provisional supervisor, or other similar official or creditors’ representative in respect of the person or their assets; (d) a formal declaration of insolvency or bankruptcy under applicable law; (e) cessation or imminent cessation of all or a substantial part of the business; (f) the holder of any security assuming control over all or a material portion of the person’s assets; (g) the entry into a compromise, composition, arrangement, or assignment for the benefit of members or creditors (or any class of creditors); (h) inability to pay debts as they fall due, or enforcement of security interests over assets; (i) a material adverse change in the person’s financial position or the value of securities held by us, as determined at our sole discretion; or (j) any other event with substantially similar effect occurring under the laws of any applicable jurisdiction.

“Intellectual Property Rights” encompass all forms of legally recognized proprietary rights related to intellectual assets, including but not limited to patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, know-how, and any other intellectual property rights and interests that exist or may arise in the future. These rights apply regardless of registration status and extend to all applications, entitlements, and rights to use such assets, whether present or future.

“Letter of Offer” refers to any formal letter or document issued by us to you in connection with a Service, including any subsequent amendments or supplements that may be made from time to time.

“Loss” refers to any loss, liability, damage, cost, or expense, including but not limited to taxes, legal fees, disbursements, and expenses related to investigation, litigation, arbitration, settlement, judgment, awards, interest, charges, and penalties. The term “Losses” shall be interpreted accordingly.

“Trive Group” means Trive Group of Company or any of its Related Corporations/Companies.

“Other Terms” refers to the terms and conditions as defined in the opening paragraph of the Terms, encompassing any additional agreements applicable to a specific Service.

“Payment Instrument” denotes any cheque, draft, money order, traveler’s cheque, or other paper-based financial instrument issued to one or more individuals for the purpose of making payments.

“Related Corporations” refers to, in relation to any entity, any Subsidiary of that entity, any Holding Company of that entity, or any other Subsidiary of such Holding Company, including but not limited to head offices and branches of the entities.

“Representative” refers to any individual serving as a director, officer, or employee of a given person or entity, acting on their behalf in an official capacity.

“Security Code” refers to any confidential password, security code, or unique identifier issued by us—either directly or indirectly—intended to grant or facilitate access to an Electronic Banking Service. The term “Security Codes” shall be interpreted accordingly.

“Security Device” means any token, device, electronic key, smartcard, procedure or other thing issued by us, directly or indirectly, to access or facilitate access to an Electronic Banking Service and “Security Devices” shall be construed accordingly.

“Service” refers to the meaning ascribed to it in the opening paragraph of the Terms, encompassing any account, banking service, product, or facility we provide.

“Service Addendum” refers to the additional terms and conditions applicable to a specific Service, which we provide to you. These terms may be amended or updated periodically to reflect changes in service provisions or regulatory requirements.

“Service Location” refers to the country or jurisdiction in which the relevant Service is delivered to you, as determined by the applicable terms and conditions governing that Service.

“Terms” refers to the meaning ascribed to it in the opening paragraph of the Terms, encompassing the general terms and conditions governing all accounts, banking services, products, and facilities provided by us.

“Solutions and Pricing Proposal” refers to any solution and pricing framework issued by us to you in relation to a Service, including any subsequent amendments or supplements that may be incorporated over time.

“Subsidiary” refers to a corporation that, for the purposes of this Agreement, is deemed to be under the control of another corporation if: (a)The controlling corporation: (i) Determines the composition of the board of directors of the subsidiary; (ii) Holds more than half of the subsidiary’s voting power; or (iii) Owns more than half of the issued share capital of the subsidiary, excluding preference shares; or(b) The subsidiary is itself controlled by another corporation that qualifies as a subsidiary of the controlling corporation.

“SWIFT” refers to the Society for Worldwide Interbank Financial Telecommunications, a global financial network facilitating secure messaging, payments, and transactions between financial institutions.

“System” refers to any software, hardware, server, data processing infrastructure, telecommunications framework, or operating system provided by us or on our behalf, designed to support and operate in conjunction with an Electronic Banking Service, including any subsequent updates or enhancements. The term “Systems” shall be interpreted accordingly.

“Tax” refers to any tax, levy, impost, duty, charge, or withholding obligation of a similar nature, including but not limited to goods and services tax (GST) or any equivalent taxation scheme. This definition also encompasses penalties, interest, fines, charges, and expenses incurred due to failure or delay in payment. The term “Taxes” shall be interpreted; accordingly, and

“User Manual” refers to any manual or other materials that we provide or make available to you, which outline user information, guidance, procedures, and requirements related to the use of a Service. These materials may be amended or updated periodically to reflect changes in service provisions or operational requirements.

2. INTERPRETATION

Unless a contrary intention appears, any reference in each Agreement to:

(a) “You,” “Your,” “Yours,” and “Yourself” refers to the individual or entity to whom we have provided or are providing a Service, as specified in the Letter of Offer or any other Agreement. Where applicable, it includes all trustees, partners, and persons identified in paragraph 26 (Joint and Several Liability).
(b) “We,” “Us,” “Our,” and “Ourselves” refers to the Trive Group, including its Representatives and Agents, as identified in the Letter of Offer or any other Agreement, acting as the provider of the relevant Service.

(c) An “Associated Corporation” of another corporation means that the second corporation owns or controls at least 20% but not more than 50% of the voting power of the first-mentioned corporation.

(d) A “Document” (including any Agreement) encompasses any variation or replacement of the document.

(e) “Including” shall be construed as “including without limitation.”

(f) “Instruction” and any act of instructing shall include a request, direction, order, notice, or agreement.

(g) “Invoice” includes a bill or other commercial document issued by a seller to a buyer, detailing products, quantities, and agreed prices for goods or services already provided.

(h) A “Provision of Law” refers to the provision as amended or re-enacted.

(i) “Party” refers to you or us, while “Parties” means both you and us.

(j) “Person” includes any individual, firm, company, corporation, government entity, state agency, trust, joint venture, consortium, or partnership, whether or not possessing separate legal personality. It also includes that person’s successors in title, permitted assigns, and permitted transferees.

(k) “Regulation” encompasses any rule, official directive, request, or guideline, whether or not having the force of law, issued by any governmental, intergovernmental, or supranational body, agency, regulatory authority, or self-regulatory organization.

(l) To “Vary” a document includes the ability to modify, amend, cancel, or waive the document.

(m) The singular includes the plural and vice versa.

(n) Paragraph headings are inserted for convenience only and do not affect the interpretation of any provision in an Agreement.

PART 2 – GENERAL

3. YOUR RESPONSIBILITY

You confirm that you fully understand the features of any Service offered to you. Nothing in the Terms shall be construed as a representation or recommendation by us regarding investment in any Account provided by us or any other Trive entity.

You acknowledge that before applying for any Service, you should seek independent legal, financial, tax, or other relevant advice to ensure informed decision-making.

Additionally, you agree to comply with all applicable laws and regulations and adhere to any instructions or security procedures we provide or make available to you in relation to any Service.

4. AUTHORISATION

4.1 Representations and Warranties: You represent and warrant to us that: (a) You have the legal capacity to enter into any Agreement and/or subscribe to any Service; (b) All necessary or desirable Authorisations required for the entry into, performance, validity, and enforceability of an Agreement and/or Service have been obtained or effected; and (c) Your entry into and performance of any Agreement and/or Service do not, and will not, conflict with any applicable law or regulation.

4.2 Authority and Instructions: You agree that we may accept instructions from, and that you are bound by the actions of, any Authorised Person(s). You may revoke or replace an Authorised Person’s authority at any time by providing written notice in accordance with paragraph 6 (Communications).

A change in an authority mandate shall only take effect when: (a) We receive the relevant notification; and (b) If you request us to establish a new Authorised Person, we are satisfied with the new person’s authority.

5. INSTRUCTIONS 

5.1 Irrevocability and Binding Nature of Instructions: You agree that any instruction, including a payment instruction, issued by an Authorised Person or Authorised Persons shall be irrevocable and binding.

Where such an instruction is provided in accordance with the relevant authority mandate agreed between you and us, we are not obligated to: (a) Confirm receipt of the instruction with you; (b) Investigate the authority of the Authorised Person issuing the instruction; or (c) Verify the authenticity, accuracy, or completeness of the instruction.

However, we may choose to do so at our sole discretion.

5.2 Rejection or Delay of Instructions: Without prejudice to the preceding paragraph, we reserve the right to reject or delay the execution of any instruction, including a payment instruction, if: (a) The instruction, in our sole determination, is unclear, conflicting, incorrect, incomplete, or presented in a format (electronic or otherwise) that is not approved by us; (b) We have reason to suspect, at our sole discretion, that the instruction is unauthorized, fraudulent, or otherwise inauthentic; or (c) The instruction, at our sole discretion, breaches or may breach any of our security procedures, applicable laws, or regulations.

The execution of any instruction you provide is subject to applicable cut-off times for the relevant Service and, where applicable, any credit limit we have agreed upon with you.

If you request us to stop an instruction before execution, we will make reasonable efforts to comply; however, we shall not be responsible for any Loss if we are unable to halt the transaction in time.

5.3 No Obligation to Seek Further Information: We may, at our sole discretion, contact you for further information if any of your instructions are unclear, conflicting, incorrect, or incomplete. However, we are not obligated to do so.

Any action taken in this regard shall not prejudice our right to reject or delay the execution of such instruction, as outlined in the preceding paragraph.

6. COMMUNICATIONS

6.1 Contact Details and Notifications: You must provide us with accurate and complete contact details to enable us to send you Communications regarding any Service. You must also notify us as soon as possible if your contact details change.

Our contact details shall be: (a) For a specific Service – as outlined in any document we send to you in connection with that Service; (b) On our website – as stated in our official online resources; or (c) As otherwise notified to you from time to time.

6.2 Methods and Effectiveness of Communication: You may send us any Communication via mail, courier, fax transmission, electronic transmission through an Electronic Banking Service or SWIFT, or any other method we may designate or prescribe from time to time. The form and format of such Communication must comply with our specified requirements.

If you fail to transmit the Communication in accordance with the prescribed manner, we may deem that the Communication has not been received by us.

Any Communication from you to us shall be effective only upon actual receipt by us.

6.3 Methods and Effectiveness of Communications: We may send you Communications via mail, courier, fax transmission, electronic transmission (including SWIFT), our website, or any other method we may designate from time to time.

Unless otherwise specified in an Agreement, any Communication we send to you shall be deemed received and effective as follows:

(a) By fax – at the time indicated on the transmission report as successfully sent;

(b) By personal delivery – at the time of actual delivery;

(c) By post –

• Within the same country – three Business Days after posting;
• From one country to another – seven Business Days after posting;

(d) By electronic mail – at the time the email is sent, unless we receive an automated notification indicating that the email was undelivered

6.4 Legibility and Designated Recipients: All Communications sent to us must be clear, legible, and directed specifically to the applicable officer or service representative designated by us from time to time.

6.5 Recording of Telephone Conversations: We may record any telephone conversation conducted between you and us. You acknowledge and agree that we may use such records or transcripts for quality control purposes and in any dispute resolution.

6.6 Communication to Trustees, Partners, or Officers: If we send a Communication to any of your trustees, partners, or officers, such Communication shall be deemed jointly received by all trustees, partners, and/or officers.

7. ACCOUNT STATEMENTS

Account Statements and Responsibilities: We will issue Account Statements, confirmations, or advices (“Account Statements”) to you at the frequency and in the manner advised from time to time.

It is your responsibility to promptly examine each Account Statement, along with any accompanying item you receive or that is made available to you. You must immediately report any irregularities to us in writing upon becoming aware of them, including any suspected fraudulent, improper, or unauthorized activity related to your Services.

Neither we nor any other Trive Group entity shall be responsible for your reliance on balance, transaction, or other information contained in any Account Statement, as such information may be updated, subsequently corrected, or provided to us by a third party.

8. SYSTEMS, SECURITY DEVICES AND INTELLECTUAL PROPERTY

8.1 Use of Systems and Security Devices: We may provide you with certain Systems and/or Security Devices to facilitate the provision of a Service. If we do, you agree that:

(a) You do not have any right, title, or interest in or to the Systems and/or Security Devices, except as expressly permitted under this Agreement;
(b) You must use any System strictly in accordance with the instructions or guidelines we provide from time to time, and solely for the permitted purposes stipulated by us; (c) You agree not to disclose or divulge to any third party any information—including manuals, operating procedures, or other details—relating to any System and/or Security Device we provide; and (d) Clause 4 (Security Procedure) of the Electronic Banking Service Addendum shall apply to your use of any System and/or Security Device we provide.

8.2 Termination or Suspension of Use: We may, at our sole discretion and without assigning any reason, terminate or suspend your use of any System and/or Security Device provided to you, without prior notice.

Upon termination and/or suspension, you must promptly return to us, upon request, all Systems, Security Devices, and any related documents pertaining to the Service.

You agree to indemnify and hold harmless us, all other Trive Group entities, our Representatives, and Agents from and against any and all Losses, whether direct or indirect, arising from: (a) Any breach of a licensing agreement between us and the copyright owners of any software, resulting from your use of any System; and (b) Any errors or mistakes caused by the use or misuse of any System or Security Device.

8.3 Intellectual Property Rights: All Intellectual Property Rights in or related to any Service, System, device (including any Security Device), or material provided or made available to you (including on any website) shall remain the property of us or our licensors.

Except as expressly permitted under this Agreement, you shall not, nor shall you cause or allow any other person to:

• Use, reproduce, transmit, sell, display, or distribute such materials;
• Reverse engineer, adapt, or modify any part thereof;
• Establish any hyperlink to such materials or provide third-party access; or
• Commercially exploit the same (or any portion thereof) without our prior written consent.

9. VARIATION

9.1 Variation or Modification of Services and Agreements: We may, at any time, vary or modify any Service and/or the terms and conditions of any Agreement to ensure compliance with any exchange control requirement, applicable law, or regulation.

9.2 Variation of Terms and Conditions: Subject to the preceding paragraph, we may, at any time, vary the terms and conditions of any Agreement by providing you with 30 days’ written notice.

Alternatively, such notice may be published in the media or displayed at any of our branches, provided that the chosen method is permitted by law or any applicable code of banking practice.

10. TERMINATION AND SUSPENSION

10.1 Termination of Agreement: Unless otherwise agreed between us, either you or we may terminate the Agreement related to a Service for any reason by providing 30 days’ written notice to the other party.

10.2 Immediate Termination of Agreement: We may, at our sole discretion and without prior notice, immediately terminate any and all Agreements between us if any of the following Termination Events occur:

1. You have materially breached any term or condition of an Agreement, which we deem irremediable, or if remediable, has not been rectified within 10 Business Days of receiving notice from us to do so;
2. You have failed to pay all due fees and charges for at least 3 Business Days;
3. You have, in our opinion, acted unlawfully, fraudulently, negligently, or abusively;
4. An event or change affects your assets, affairs, or financial condition, leading us to reasonably conclude that you may not be able to fulfill your obligations under any Agreement;
5. You enter into any Insolvency Proceeding;
6. Our entry into or performance of any Agreement with you has caused or may cause us to be in breach of any applicable law or regulation;
7. We are required to do so in compliance with any law or regulation; or
8. You fail to maintain the minimum credit balance in any Account required for a Service, or you close an Account necessary for the operation of a Service we provide to you.

10.3 Survival of Terms: The provisions of Paragraphs 6 (Communications), 8 (Systems, Security Devices, and Intellectual Property), 10 (Termination and Suspension), 11 (Liability Limitation), 13 (Indemnity), 14 (Information), 16 (Clawbacks), 21 (Assignment and Transfer), 26 (Joint and Several Liability), 30 (Governing Law and Jurisdiction), and this paragraph shall survive the termination of any Agreement.

10.4 Obligations Upon Termination: Upon the termination of any Agreement, you must, upon our request, return any device or material provided by us and/or undertake any other actions reasonably requested by us.

10.5 Suspension, Modification, or Withdrawal of Services: We may suspend your use of any Service while investigating whether a Termination Event has occurred or to protect the interests of either you or us.

Additionally, we shall be entitled to modify, withdraw, or suspend all or any part of any Electronic Banking Service if we deem it necessary to:
(a) Reflect industry-wide technological advancements; (b) Adapt to material developments in our business or accommodate the introduction of new Services; (c) Comply with changes in any applicable law or regulation; or (d) Prevent damage or disruption to any Electronic Banking Service, our Systems, personnel, customers, or Agents.

We will provide 30 days’ written notice before implementing any change, withdrawal, or suspension that materially impacts the manner in which the Service is provided. However, if advance notice is not practicable or permitted by law or regulation, we may proceed without prior notification.

11. LIABILITY LIMITATION

11.1 Limitation of Liability for Incorrect or Incomplete Instructions: We shall not be liable for any Loss you may suffer or incur arising from or in connection with our execution, non-execution, or delayed execution of any incorrect or incomplete instructions issued by you, including but not limited to incorrect or incomplete payment instructions or payment details.

11.2 Limitation of Liability for Loss or Theft: We shall not be liable for any Loss you may suffer or incur arising from or in connection with the loss or theft of any Payment Instrument or Security Code.

11.3 Limitation of Liability and Service Relationship: We shall not be liable for any Loss of any nature that you may suffer or incur in connection with any Service we provide, except for direct Loss arising from our gross negligence or wilful misconduct.

You acknowledge and agree that, unless otherwise expressly stated, we provide all Services as independent contractors, not as agents. Furthermore, you agree that our provision of Services does not establish any fiduciary or trustee duties on our part.

11.4 Compliance with Legal Limitations: Nothing in the Terms shall exclude or limit any liability that cannot be excluded or limited under applicable law.

12. FORCE MAJEURE

Force Majeure – Non-Performance or Delay: We shall not be responsible for any non-performance or delay in fulfilling our obligations under an Agreement with you if such failure is caused by circumstances beyond our control, including but not limited to:

• Natural disasters such as flood, drought, fire, or casualty;
• Explosion, sabotage, accident, or embargo;
• Breakdown in equipment, communication line failure, or power failure;
• Lockout, strike, or unavoidable accident;
• Acts of God, terrorism, or threats of terrorism;
• Riot, war, or civil unrest;
• Enactment, issuance, or operation of any adverse governmental law, ruling, regulation, order, or decree; or
• Any other emergency preventing us from operating normally.

13. INDEMNITY

You agree to indemnify and hold harmless us, all other Trive Group entities, our Representatives, and Agents from and against any and all Losses, whether direct or indirect, arising from our provision of any Service to you, including but not limited to:

(a) Our acceptance or execution of any instruction issued by or in the name of an Authorised Person; (b) Our payment of Taxes, interest, charges, or penalties that are otherwise due from you and paid on your behalf; or (c) Any amount we have incurred on your behalf as a result of providing any Service.

Any amount due from you to us under this paragraph shall be payable upon our demand.

14. INFORMATION

14.1 Accuracy and Updates of Information: You agree that all information you provide to us shall be accurate, complete, and up to date. If any information you have provided changes, you must immediately notify us with the updated details.

14.2 Processing and Use of Personal Information: We will process, use, and transfer personal information collected from you solely for the purposes of:

• Providing you with banking services; and
• Informing you about Services and other offerings that we deem may be of interest to you.

At all times, we will ensure compliance with all applicable data protection laws.

14.3 Confidentiality and Disclosure of Information: We shall treat all information you provide and any information we hold about you as confidential. However, you agree that we (and/or any Trive Group entity to whom we have disclosed such information under this paragraph) may disclose such information to:

1. Any other Trive Group entity;
2. Any associated corporation of any Trive Group;
3. Any Agent or Representative of us or any Trive Group;
4. Any service provider or professional advisor of us or any Trive Group, provided they are subject to a duty of confidentiality;
5. Any actual or potential participant or transferee of our rights or obligations under any Agreement, or their agents or professional advisors, provided they are subject to a duty of confidentiality;
6. Any credit agency, debt collection agency, banking association, or similar industry body; or
7. If required by law, regulation, penalties, fines, or expenses related to any Service.

You must provide us with any documentation, declarations, certifications, and information we may require in connection with Taxes. You warrant that such information is true and correct in every respect and agree to immediately notify us if any information requires updating or correction.

15. Fees, Charges, and Taxes

15.1 Fees and charges may apply to any service, and we reserve the right to introduce or adjust these fees at any time with written notice. We may deduct applicable charges from any account, and if this results in an overdraft, interest and other customary bank charges will accrue at a rate determined by us. We are not responsible for the dishonor of any cheque due to insufficient funds following a debit. Additionally, default interest or late payment charges may apply on outstanding amounts, from the due date until payment is made, at a rate set by us.

15.2 All payments must be made in full, without set-off or counterclaims, and free from any deductions or withholdings related to taxes or other claims.

15.3 In addition to amounts payable, you must cover any taxes, deductions, charges, stamp duties, transaction fees, and withholdings, including any related interest, penalties, fines, or expenses associated with a service. You must provide documentation, declarations, certifications, and other necessary information regarding taxes upon request. You also confirm that all provided information is accurate and will promptly update or correct any changes as required.

16. CLAWBACKS

We reserve the right to cancel, reverse, or debit any payment made under any Agreement, including payments related to interest or charges, if any of the following circumstances apply:

1. We establish that we have not actually received the amount in question;
2. We determine that you were not entitled to the payment;
3. A correction is required due to a mistake;
4. We are required to return the funds to the relevant payer or drawer for any reason;
5. We are obligated by law, regulation, or a Governmental Agency to take such action; or
6. We have reasonable grounds to do so.

17. SET-OFF AND CURRENCY CONVERSIONS

17.1 Right to Combine, Consolidate, or Set Off Accounts: We may, at any time and without prejudice to any other rights available to us—and without prior notice or demand for payment—combine, consolidate, or merge all or any of your Accounts, regardless of location.

We may also retain, apply, or set off any money, or balances held in, or standing to the credit of, any Account in any currency, to satisfy any obligations due from you to us and/or any other Trive Group entity. These obligations may be present or future, actual or contingent, primary or collateral, and several or joint.

17.2 Currency Conversions and Transfers: For the purposes of this paragraph, or to satisfy any obligations due from you to us and/or any other Trive Group entity, we may affect currency conversions at such times or rates as we deem reasonable. Additionally, we may initiate transfers between any of your Accounts as we consider necessary.

17.3 Lien Over Accounts: You agree to grant us a lien over all Accounts you hold with us, as security for any and all obligations and liabilities you owe to us and/or any other Trive Group entity.

18. AMLCFT REQUIREMENTS

Compliance with Sanctions and Anti-Money Laundering Regulations: We are required to comply with laws and regulations across various jurisdictions related to the prevention of money laundering, terrorist financing, and the provision of financial and other services to persons who may be subject to sanctions.

We may, at our sole and absolute discretion, take or instruct any Trive Group entity, Agent, or Representative to take any action deemed appropriate to ensure compliance with such laws and regulations. Such actions may include:

• Freezing assets;
• Intercepting and investigating payment messages, information, or instructions sent to or by us or any other Trive Group entity; and
• Conducting further inquiries to determine whether a name associated with a sanctioned individual actually refers to that person.

You agree to assist us by providing any information we require in connection with the above.

Neither we nor any Trive Group entity shall be liable for any Loss you may suffer as a result of actions taken under this paragraph.

PART 3 – MISCELLANEOUS

19. THIRD PARTY PROVIDERS

You agree that any Service may be provided by us directly and/or through an Agent. You further agree that any arrangement we make to facilitate the provision of a Service to you shall be deemed acceptable, and that you will comply with any operational procedures we establish from time to time.

We may, at our sole discretion, appoint any Agent to assist in the provision of a Service, without requiring your prior approval or knowledge.

20. SEVERABILITY

If any provision of an Agreement is or becomes invalid, illegal, or unenforceable for any reason, it shall be severed from the Agreement and deemed deleted. The validity and enforceability of the remaining provisions shall not be affected in any way.

21. ASSIGNMENT AND TRANSFER

You shall not assign, transfer, or otherwise dispose of your rights and/or obligations under any Agreement without our prior written consent.

However, we may, at any time and without your consent, assign, transfer, or otherwise dispose of any or all of our rights, benefits, and/or obligations under any Agreement or in relation to any Service.

You agree to undertake any necessary actions and sign any required documents as reasonably requested by us to complete such assignment, transfer, or disposal.

22. TRANSLATION

Any Agreement may be translated by us, at our sole discretion, into any language. However, the English version shall prevail over any such translation.

23. ENTIRE AGREEMENT AND NON-RELIANCE

The Agreements constitute the entire agreement and understanding between the parties concerning the relevant subject matters. They supersede and replace all previous agreements, arrangements, representations, and understandings between the parties regarding the same subject matter.

24. CERTIFICATES AND DETERMINATIONS

Any certificate or determination issued by us regarding a rate or amount under any Agreement or Service shall constitute conclusive evidence of the matter to which it relates, unless a manifest error is present.

25. COUNTERPARTS

Each Agreement may be executed and delivered in any number of counterparts, all of which, when taken together, shall constitute one and the same agreement.

26. JOINT AND SEVERAL LIABILITY

If you are a trustee, partnership, or other entity comprising more than one person, or if you use any Service jointly with another person, each partner, trustee, or individual shall be jointly and severally liable for all obligations under the Agreements. References to “you” in the Agreements shall be interpreted to include each of those persons.

27. WAIVER AND REMEDIES

No failure or delay on our part in exercising any right or remedy under any Agreement shall be deemed a waiver. Additionally, any single or partial exercise of a right or remedy shall not prevent any further or other exercise, nor shall it preclude the exercise of any other right or remedy.

The rights and remedies provided in the Agreements are cumulative and do not exclude any rights or remedies available under law.

28. WAIVER OF IMMUNITY

You irrevocably waive any sovereign or other immunity you may have in any jurisdiction from legal proceedings, attachment (before or after judgment), or execution of judgment.

29. SERVICE OF PROCESS

You agree to immediately appoint a process agent, upon our request, to act as your agent for the service of process in relation to any legal proceedings before the courts in the relevant Governing Jurisdiction.

You further agree that any failure by the process agent to notify you of the process shall not invalidate the proceedings concerned.

30. GOVERNING LAW AND JURISDICTION

Unless specified otherwise, the Agreements shall be governed by and construed in accordance with the laws of the relevant Governing Jurisdiction. Both you and we submit to the jurisdiction of the courts within that Governing Jurisdiction.

However, notwithstanding the provisions of this paragraph, we may initiate proceedings in any jurisdiction. To the extent permitted by law, we may also pursue concurrent proceedings in multiple jurisdictions.

31. INCONSISTENCIES

Unless specified otherwise, if any inconsistencies arise between the terms of the documents comprising an Agreement, the following order of precedence shall apply (with (a) having the highest priority and (f) the lowest):

(a) The Solutions and Pricing Proposal (if applicable);

(b) The Letter of Offer;

(c) The Service Addendum;

(d) The Terms; and

(e) The Other Terms.