BANO PTY LTD ACN 643 206 431

Bano personal account terms and conditions

Dated 22 November 2024

These terms and conditions are divided into the following sections and set out the terms and conditions in respect of the products and services that we provide to you:

• SECTION A: Terms and Conditions that apply to all Bano Products and Services;

• SECTION B: Terms and Conditions that apply to specific products; and

• SECTION C: Terms and Conditions that apply to the Pre-Paid Card Services.

Section A: Terms and Conditions that apply to all Bano products

Part A: Overview And Opening an Account

1. Overview

1.1 This Agreement includes:

1. any other terms and conditions that may apply to the services that we provide to you;

2. the Account Opening Form; and

3. the PDS that has been provided to you.

1.2 However, in the event of any inconsistency between this Agreement and other contracts or documents, exchanged and/or executed between you and Bano, the PDS, as it applies, shall prevail to the extent of the inconsistency, and with respect to any other inconsistency, this Agreement shall prevail.

1.3 In the event of any inconsistency between the English language version of each of the documents described in clause 1.2 above and their translated equivalent in any other language, the English language version shall prevail, to the extent of any inconsistency.

2. Our Services

2.1 Bano does not provide Personal Advice, if Bano provides you with General Advice then you acknowledge that the advice is general only and does not consider your personal objectives, circumstances or needs. You must consider your own personal objectives, circumstances or needs as well as the relevant PDS, before making a decision to use Bano’s services. General Advice is provided by Bano without charge.

2.2 Bano has contractual relationships with Third Parties (including a Payment Processor), providing a legal framework for each white labelled or other service provided to you. To use these services, you may be required to read, acknowledge and accept additional terms and conditions and/or enter into a separate agreement with the Third Party.

2.3 You should not use Bano’s services if you do not fully understand the risks associated with them.
From time to time, Bano may appoint agents to assist it in providing its services under this Agreement.

2.4 Bano's services are subject to change at any time without notice and may contain errors.

2.5. To use the Services you may be required to enter into agreements with the Payment Processor and/or other Third Parties and to accept additional terms and conditions of service.

2.7. You acknowledge that Bano and the Payment Processor may act as your Associate or Agent, as the case may be, in relation to the collection of Payments into either your Payment Wallet or Bano’s Settlement Account.

2.8. To qualify for use of services, you must:

1. be approved by Bano, the Payment Processor and/or other Third Parties in respect of your application for the services;

2. agree to the use of Bano’s Settlement Account as your nominated settlement account for your Payments; and

3. pay any applicable fees and charges in respect of you use of the services.

2.9. You acknowledge that there is no joint venture, partnership or employment relationship between you and Bano or any Third Party.

2,10. Our contractual agreements with the Payment Processor and other Third Parties may require us to enforce your obligations against you if you breach them.

3. Account Opening

3.1 To open an Account, you must complete an Account Opening Form.

3.2 You must provide Bano with accurate, complete and current information as requested in the Account Opening Form, and notify Bano of any changes to the information provided.

3.3 Bano reserves the right to refuse to provide you with an Account and is not required to provide you any reasons for its decision.

3.4 Bano may hold or suspend access to your Account at any time if Bano reasonably believes that fraud is involved, that there is a risk associated with your Bano Account, or that you have breached this Agreement or any applicable Laws.

4. Authorised Users

4.1 You shall provide Bano with a list of people authorised to access Bano’s services and/or enter into Transactions on your behalf (each anAuthorised User).

4.2 You shall immediately notify Bano when:

1. any new person becomes an Authorised User; or

2. any existing Authorised User is no longer entitled to be an Authorised User.

4.3 Upon Bano receiving such Notice, the change in Authorised User is effective immediately subject to us collecting and verifying identification documents to our satisfaction. However, the Notice shall not affect any Transactions already executed.

4.4 Any appointment of an Authorised User shall remain in full force and effect as an appointment in writing required by the Agreement unless and until Notice of cancellation of appointment and/or replacement has been delivered to Bano’s registered office.

4.5 All Instructions given and accepted by an Authorised User will be deemed to be Instructions authorised by you and shall be binding upon you.

4.6 Until you have provided a Notice to Bano to the contrary, Bano may continue to assume that all existing Authorised Users have authority to execute legally binding Transactions with Bano.

4.7 You hereby indemnify and agree to hold Bano harmless in respect of any loss incurred by an Authorised User entering into any Transaction contemplated under this Agreement.

4.8 You will take reasonable steps to ensure that each Authorised User complies in full with this Agreement.

4.9 Bano reserves the right at any time to refuse the appointment or continuation of an Authorised User without reason.

5. Bonus Payments

5.1 Bano may, in its absolute discretion choose to provide a bonus payment to You in relation to the balance of your Account.

5.2 If Bano chooses to make a bonus payment to You based on the balance of your Account, that payment will be made at the end of the month.

Part B – Payment Wallet Terms

This section applies to all clients.

6. Adding Money To Your Payment Wallet

6.1 Money can only be added to your Payment Wallet by:

1. transferring funds in a Supported Currency from a bank account held in your name with a bank

2. a third-party transferring funds in a Supported Currency from their bank account; and

3. a third-party transferring funds in a Supported Currency from their account held with Bano;

4. a third-party transferring funds in a Supported Currency from an account held with another institution or service provider,

6.2 Bano will credit your Payment Wallet with funds received on your behalf upon receipt of the cleared and settled funds.

6.3 The Payment Wallet can only hold funds denominated in a Supported Currency. If funds in a currency other than in a Supported Currency are transferred to the Account, they will be marked as a pending deposit and will only be settled once you have undertaken or otherwise authorised an FX Conversion in respect of those funds or Bano has settled the funds to a Supported Currency of Bano's choosing.

6.4 You agree and acknowledge that Bano may refuse to accept or may return any payment of money made into your Payment Wallet, and that Bano does not accept any liability or responsibility for any loss, cost (including any foreign currency conversion costs) or expense incurred or suffered by you in connection with such non-acceptance or return.

6.5 Bano may set minimum and maximum deposit amounts and vary them from time to time. Such minimum and maximum deposit amounts will be published on the Website and on the Bano Application.

6.6. You acknowledge and agree that any money paid to you will first be directed into Bano’s Settlement Account, before being distributed to your Payment Wallet or otherwise dealt with. You authorise us or the Payment Processor as the case may be to credit any money due to you to the Settlement Account.

6.7. All funds processed will be disbursed to your Payment Wallet as soon as reasonably practicable.

6.8. We accept no responsibility for delays in processing Payments, regardless of the reason for the delay (including holidays, late payment instructions and the actions or inaction of Third Parties or other persons).

6.9. The Payment Processor or Bano is entitled to retain any interest or other financial benefit accruing as a result of monies being held in the Bano Settlement Account.

6.10. We may adjust any Payment by debiting the Bano Settlement Account, without prior reference to you, where a Payment was made in error, is suspected of being fraudulent in nature or where we are otherwise required to do so.

6.11. Any fees payable to Bano will not be refunded where an Adjustment is processed in relation to the original Payment.

6.12. If you have not paid any amount (including fees payable to Bano and Chargebacks and whether contingent or otherwise) at any time due and payable by you to us or we are not able to process an Adjustment, you authorise us to apply Payments that have been received or are later received in Bano’s Settlement Account, in and towards satisfaction of those amounts.

6.13. You acknowledge and agree that failure to maintain the Initial Minimum Balance at the required level in your Payment Wallet or Card may result in the suspension or cancellation of the services.

6.14. You acknowledge and agree that in the event there are insufficient funds in your Payment Wallet to meet your settlement obligations on any day, you must rectify the deficiency immediately by providing sufficient cleared funds to enable you to meet your settlement obligations and take all other steps reasonably required by Bano to prevent further deficiencies.

7. Providing Instructions

7.1 When you, or an Authorised User, contact Bano electronically or otherwise by the Internet, or by telephone, Bano may, but is not obliged to, ask for or clarify the following information where applicable:

1. your Account number;

2. your further identification details;

3. the Transaction type (i.e. deposit, transfer, FX Conversion);

4. the Transaction amount;

5. the beneficiary details (i.e. name, account details); and

6. any identification reference you would like to be sent with the payment instruction.

7.2 Collectively, though not exhaustively, the information referred to in clause 7.1 or any portion thereof, constitutes the “Instructions”

7.3 Bano is not obliged to act on any Instruction unless it has been validly submitted. Bano may also request that you provide it with further information or documentation in respect of any Instruction.

7.4 You shall indemnify Bano for any error made by you or an Authorised User in providing Instructions to Bano.

8. Payment Transactions

8.1 If you provide Instructions in relation to a Payment Transaction, Bano will immediately provide you with, either via the Internet, Bano Application or verbally, the details outlining the payment and beneficiary information. These are the Payment Transaction Terms. You are required to check Payment Transaction Terms carefully. A Payment Transaction may be undertaken contemporaneously, or immediately following, an FX Conversion.

8.2 If you or an Authorised User, indicate by clicking the relevant button on the Bano Application (or by telephone where the Bano Application is not available) that you accept the Payment Transaction Terms, then you will be bound by the Payment Transaction Terms and this Agreement.

8.3 Bano may set minimum and maximum transaction values in relation to Payment Transactions and vary them from time to time. Such minimum and maximum transactions values will be published on the Website and on the Bano Application.

8.4 Bano will not process any Payment Transaction unless you:

1. have sufficient cleared funds in your Payment Wallet taking into account any fees or costs associated with the Payment Transaction; and

2. provide us with the beneficiary bank account details. It is your responsibility to ensure that you provide us with the correct beneficiary account details, and where the payment is subject to an FX Conversion that will convert the funds to a Supported Currency, that the beneficiary account or destination is denominated in or otherwise supports the relevant Supported Currency which is being transferred under the Payment Transaction.

8.5 In the event that Bano completes a Payment when you do not have sufficient cleared and settled funds in your Payment Wallet (including where a payment to your Payment Wallet is disputed or reversed), you will be liable to Bano for the amount of the Payment Transaction plus interest at the rate of 3% per annum above the then current overdraft rate of Bano’s bank, calculated on a daily basis up to and including the date of repayment in full.

8.6 If a Payment Transaction is made in a Supported Currency and the beneficiary bank does not accept or otherwise accommodate the Supported Currency, then the beneficiary bank (or other intermediaries) may convert the Supported Currency to another currency which is compatible with the beneficiary bank account. The conversion may be subject to fees and charges, which will be deducted from the funds received by the beneficiary.

8.7 If we receive an Instruction from you in relation to a Payment Transaction before 5 pm (AEST) on a business Day, your Instruction(s) will be deemed to have been received by us on that business Day. If your Instruction(s) in relation to a Payment Transaction is received after 5 pm (AEST) on a business Day or on a day that is not a business Day, your Instruction(s) will be deemed to have been received in the next business Day.

8.8 Bano is not responsible for any delays caused by a beneficiary bank in processing a Payment Transaction. Accordingly, Bano cannot guarantee that the beneficiary’s bank will make funds available to the beneficiary on the day that it receives payment.

8.9. In order for Bano and any Third Parties to comply with their regulatory and compliance obligations for anti-money laundering and counter financing of terrorism, you are advised that:

1. transactions may be delayed, blocked, frozen or refused where there are reasonable grounds to believe that they breach Australian law or the law or sanctions of any other country. Where Transactions are delayed, blocked, frozen or refused, Bano is not liable for any loss suffered (including consequential loss);

2. where legally obliged to do so, Bano or Third Parties may disclose the information gathered to regulatory and/or law enforcement agencies, other banks, and service providers who conduct activities on Bano or Third Party’s behalf; and

3. where Bano or a Third Party has reasonable grounds to believe that a suspicious matter has arisen, it is obliged to complete a report to the Australian Transaction Reports and Analysis Centre (AUSTRAC). A suspicious matter includes any Transaction that Bano or a Third Party believes may be of relevance to the investigation or prosecution of any breach or attempted breach of an Australian law (including laws related to money laundering, tax evasion, financing of terrorism or the proceeds of crime).

8.10. Bano will not initiate or conduct a Transaction that may be in contravention of Australian law or the law of any other country.

9. FX Conversions

9.1 Bano offers an FX Conversion service where you can convert one currency to another currency in real-time. The FX Conversion will only be available with Supported Currencies.

9.2 If you provide Instructions in relation to an FX Conversion, Bano may provide you with, either via the Internet, Bano Application or verbally, the details outlining:

1. the indicative FX Exchange Rate;

2. the funds you need to pay to Bano to undertake the FX Conversion;

3. the estimated funds you will receive from the FX Conversion. These funds may be used to facilitate a Payment Transaction.

These are the FX Conversion Terms. You are required to check the FX Conversion Terms carefully.

9.3 If, within the time specified by the Bano Application, you or an Authorised User indicate by clicking the relevant button on the Bano Application (or by telephone where the Bano Application is not available) that you propose to enter into the FX Conversion Terms, then you will be bound by the FX Conversion Terms and this Agreement. In these circumstances, Bano will immediately deduct the relevant proceeds due and payable in connection with the FX Conversion from your Payment Wallet.

9.4 An FX Conversion cannot be cancelled or reversed once the FX Conversion Terms have been accepted.

9.5 If the FX Conversion Terms are not accepted within the time period specified by the Bano Application, they will lapse and cannot be accepted.

9.6 Bano may set minimum and maximum transaction values in relation to FX Conversions and vary them from time to time. Such minimum and maximum transactions values will be published on the Website and on the Bano Application.

9.7 Bano will not process any FX Conversion unless:

1. you have sufficient cleared funds in your Payment Wallet in the relevant source currency to cover the full amount of the FX Conversion; and

2. if the converted funds:

   1. are used to make a payment from the Payment Wallet, the funds must be denominated in a Supported Currency (we will not undertake an FX Conversion on currencies which are not Supported Currencies); or

   2. are used to receive funds transferred to the Payment Wallet, the funds must be denominated in in a Supported Currency.

9.8 Subject to the terms of this Agreement, Bano will process and settle each FX Conversion immediately upon acceptance by Bano of the request to enter into an FX Conversion in accordance with the FX Conversion Terms.

9.9 Notwithstanding any other provision of this Agreement, Bano may in its absolute discretion refuse to enter into, or cancel an FX Conversion at any time, including after you have accepted the relevant FX Conversion Terms. Bano does not accept any liability or responsibility for any loss, cost (including any foreign currency conversion costs) or expense incurred or suffered by you in connection with such refusal or cancellation.

10. Bano's Authority

10.1 In submitting an Instruction, you appoint Bano as your agent to do all things necessary to give effect to your Instruction.

10.2 You authorise Bano to conduct Transactions in relation to your Account as far as is necessary to give effect to your Instructions.

11. Method And Timing of Payment

11.1 You must not deposit physical cash into Bano’s accounts under any circumstances. Bano has absolute discretion as to whether you may pay by cheque.

11.2 Any sums that you owe to Bano must be paid in one of the following:

1. by online bank transfer;

2. by same day bank transfer;

3. by cheque (with the consent of Bano);

11.3 You must have sufficient cleared funds deposited in your Payment Wallet before Bano will execute your Instructions and effect Transactions for you.

11.4 Bano is not responsible for any fees or charges imposed by third party banks, intermediaries or other counterparties, which are incurred by you in connection with the use of Bano’s services.

12. Authorisation Limits

12.1 Bano may, at its own discretion, impose an authorisation limit on you at any time, by providing Notice before the imposition of the limit.

13. Cancellation Of A Transaction

13.1 If, after a Transaction has been executed you inform Bano that you wish to cancel the Transaction, or this Agreement allows Bano to treat you as having terminated the Transaction or this Agreement, Bano may terminate at its complete discretion either the Transaction alone or the Transaction and this Agreement.

13.2 If you cancel a Transaction, you are liable for any loss or damage suffered by Bano.

13.3 Bano reserves the right to charge an administration fee representing its administration costs in cancelling a Transaction.

13.4 You acknowledge that it may not be possible to cancel or alter a Transaction and agree that Bano will not be liable for any loses in the event that a Transaction cannot be cancelled.

14. Payment Recall

14.1 If you wish to recall a Transaction which was made in accordance with your Instructions, Bano will use reasonable endeavours to assist you to recall the payment.

14.2 You agree to indemnify Bano in relation to any recall request.

14.3 You acknowledge and agree that Bano will not be liable in the event that a payment cannot be recalled, including where the beneficiary of the payment is required to provide their consent to the recall and refuses to do so.

14.4 Bano reserves the right to charge an administration fee representing its administration costs in attempting to recall a Transaction.

14.5 If:

1. the original Transaction subject to the recall; or

2. money which is returned from the recall,

is not denominated in in a Supported Currency, then Bano may at its absolute discretion convert the funds into in a Supported Currency. Any costs or charges incurred in administering any currency conversion or recall will be deducted from the amounts which are returned to your Payment Wallet.

14.6 In the event that you receive a payment into your Payment Wallet by mistake (where for example, a third party mistakenly transfers money to your Payment Wallet), you acknowledge and agree that we may deduct that amount from your Payment Wallet and return it to the person who made the mistaken payment.

15. Payment Reversals And Removal Of Funds

15.1 Bano may, without notice, reverse a Transaction or remove funds from your Payment Wallet in certain circumstances, including where it reasonably suspects that the Transaction involves fraud or where it reasonably believes that there is a risk associated with the Transaction or your Account.

15.2 If a Transaction is reversed, Bano may at its absolute discretion convert funds which are subject to the reversal into in a Supported Currency if they are denominated in another currency. Any costs or charges incurred in administering any currency conversion or reversal will be deducted from the amounts which are returned to your Payment Wallet.

15.3 You agree to indemnify Bano in relation to any payment reversal or removal of funds.

16. Chargebacks

16.1 You must not chargeback, recall or cancel any Transaction you make to transfer funds to your Account.

16.2 If you seek to chargeback, recall or cancel any Transaction you make to transfer funds to your Payment Wallet, you will be liable to Bano for any fees that Bano incurs as a result. Bano may deduct such fees from your Payment Wallet.

17. Delay

17.1 Bano will use all reasonable efforts to process your Transaction(s) in a timely basis. However, Bano shall not, in the absence of wilful misconduct, be liable for the loss of any funds or delays, damages, failures or errors in the completion of the Transaction(s).

Part C - Request Money Terms

This section applies to clients who have access to the Request Money feature

18. Request Money Feature

18.1 Bano may offer you the ability through the Bano Application to request payments from third parties through the Request Money feature.

18.2 The Request Money feature enables you to send a notification to a third party (either another Bano Account holder or an individual without a Bano Account) requesting that they make a payment to Your Bano Account.

18.3 In using the Request Money feature you warrant that you are using the feature in good faith for a lawful purpose.

18.4 Bano maintains the right to revoke your access to the Request Money feature at any time in its absolute discretion.

Part D - US Share Trading Terms

This section applies to clients who wish to access the US Share Trading Service

19. Requirements for obtaining the services

19.1 Clients who wish to access any of the US Share Trading Service must:

1. open a US Share Trading Account using the Application Forms available on the Bano Application;

2. open a broking account with the US Broker and authorise Bano to provide trading instructions to the US Broker on Your behalf. By doing so, You agree to be bound by the US Broker’s T&Cs as amended from time to time;

3. appoint Bano as your agent for the purposes of providing US Trade instructions through the US Share Trading Service;

4. provide Bano with your TFN; and

5. complete all required forms including W-8 forms and other forms required by the US Inland Revenue Service.

19.2 Bano may suspend your access to any of your US Share Trading Service where:

1. Bano considers it reasonably necessary to do so to prevent a breach of these Terms;

2. required by Bano's policies and procedures in relation to meeting its AML/CTF obligations; or

3. Bano is required to do so by law.

20. US Share Trading Service Instructions

20.1 Bano will act as agent solely within the parameters of your instructions received through the US Share Trading Service.

20.2 Bano may assume the authenticity of any instructions given or purportedly given through the US Share Trading Service by you or any person claiming to be your representative. Bano is not obliged to enquire into any authenticity of instructions received through the US Share Trading Service and you authorise Bano to act upon any instructions it reasonably believes to be authentic.

20.3 Bano reserves the right at all times to decline to accept your instructions through the US Share Trading Service without explanation or prior notice for reasons including where:

1. your instructions are ambiguous, incomplete or unclear;

2. your instructions would result in a breach of the law;

3. it is not possible to place an order on the market;

4. the security may be too thinly traded;

5. the security is subject to a trading halt.

20.4 Bano will inform you of any instructions declined in accordance with clause 20.3(c) as soon as reasonably practicable.

20.5 Bano may offer you the ability to place limits orders or other contingent / conditional order types through the US Share Trading Service, but is not required to do so and may vary or amend the order types which can be placed from time to time.

20.6 The placement of contingent / conditional orders by you will not necessarily limit your losses, nor may the order be filled as intended by your instruction as market conditions or technological issues (including the unavailability of the conditional or contingent function because of technology failure) may make it impossible to execute such orders.

20.7 Neither the US Broker or Bano guarantee that any contingent or conditional order placed by you will be executed as you intend, or at all, or that the conditional or contingent order technology will always be available to you.

20.8 Neither the US Broker or Bano accepts any responsibility for losses as a result of the unavailability of the conditional or contingent order technology, or losses as a result of any conditional or contingent order placed by you that does not trade or fill as intended by your instruction.

20.9 Once a condition is triggered, your order may be immediately filled, possibly at a price unfavourable to your original condition, and you agree it is not possible to cancel the executed order, regardless of the subsequent price action.

20.10 Bano will use its best endeavours to pass on accepted instructions, but Bano does not guarantee that your instructions will be wholly or partially executed or will be executed by a certain time due to reasons including if:

1. your instructions are contrary to the terms applicable to your Account and the US Broker’s T&Cs;

2. the US Trade is unexecuted due to any act or omission of the US Broker;

3. your instructions are ambiguous or incomplete;

4. your instructions would result in a breach of the law;

5. your order may need to be manually vetted;

6. the security may be too thinly traded;

7. the security may be subject to a trading halt.

20.11 If we receive notice from the US Broker that a US Trade has not been executed, we will pass this notice on to you as soon as reasonably practicable.

21. Responsibility for US Share Trading Service

21.1 You acknowledge and agree that:

1. in addition to being bound by these Terms, you are bound by the US Broker T&Cs when using the US Share Trading Service;

2. you authorise the US Broker to provide information about your Account to Bano;

3. Bano does not recommend or endorse any US Available Investments, and Bano assumes no responsibility or liability in relation to the quality of such investments;

4. it is your responsibility to assess and research each US Trade and US Available Investment and determine its suitability for your purposes; and

5. You acknowledge you may incur additional costs (for example local stamp duties or commissions) for trades on certain international securities exchanges. These costs will be explained in the T&Cs of the Broker on the particular international exchange you will be trading and may be in addition to the fees outlined in these Terms & Conditions.

21.2 To the greatest extent permissible by law, you further acknowledge and agree that Bano is not responsible (whether in contract, tort or otherwise) for any loss or damage caused or suffered by you to the extent that the loss or damage results from:

1. any defect in Bano's computer systems, or any delay, fault, failure in or loss of access to an US Share Trading Service;

2. telecommunications failure, delay, or interruption of or defective network or internet connections or services by a third party, including any defect in the Account or the US Broker's computer systems;

3. your incorrect operation of the US Share Trading Service;

4. inaccuracy, error or omission in any material, data or information provided by you or any other third party through the US Share Trading Service;

5. actions of third parties in respect of the US Share Trading Service including any of the US Brokers or other service providers; or

6. any delay, interruption, omission, failure, error or fault in the execution of your instructions provided through the US Share Trading Service other than as a direct result of the fraud, wilful default or negligence of Bano.

21.3 If an order is filled prior to the US Broker receiving and processing a cancellation or amendment from you, you will accept the transaction on the original terms.

22. Termination of US Share Trading Service

22.1 The US Share Trading Service will terminate on the earlier of:

1. Termination of your Account; or

2. Termination of your broking account with the US Broker.

Part E - General Terms

This section applies to all clients.

23. Client Representations and Warranties

23.1 You warrant that you are of full age and capacity.

23.2 You warrant that all Transactions entered into, and this Agreement, are and will constitute your legally binding and enforceable obligations.

23.3 You represent and warrant to Bano that:

1. your execution and delivery of this Agreement, use of our services and performance of all of your obligations contemplated under this Agreement, does not violate any law applicable to you;

2. all information provided by you to Bano is true, correct and complete, and you will notify Bano promptly of any changes to such information;

3. all information provided by you to Bano is true in all material respects as at the date of this Agreement or, if later, when the information is provided. Neither that information nor your conduct or the conduct of anyone acting on your behalf in relation to the Transactions contemplated by this Agreement, was or is misleading, by omission or otherwise;

4. you shall make ongoing disclosure to Bano of any matters that may affect the operation of this Agreement;

5. the funds received, transferred, used and held by you are funds that you are entitled to use, transfer and hold, and are not derived from illegal sources;

6. the information on the Website will not be used for unlawful or unauthorised purposes;

7. you will not use the FX Conversion services for hedging, speculative or investment purposes;

8. you are not subject to an Insolvency Event; and

9. you will not “deep-link” the Website, resell or permit access to the Website to others or copy any materials appearing on the Website for resale or for any other purpose without the prior written consent of Bano.

23.4 You acknowledge that Bano:

1. will provide the services contemplated by this Agreement to you in reliance on the representations and warranties made by you;

2. provides general advice and execution-only services and the final decision to enter into a Transaction is always your own; and

3. has no control over, and is not responsible for, the quality, safety, legality or delivery of any goods or services that you purchase from third parties or pay for from your Account.

24. Use of Personal Information

24.1 Personal Information collected by Bano is treated as confidential and is protected by the Privacy Act (Cth) 1988, as varied from time to time. Bano will only collect Personal Information which is necessary to perform the services contemplated by this Agreement.

24.2 Bano will treat your Personal Information in accordance with its privacy policy, which is on the Website, or available by contacting Bano.

24.3 Bano will use reasonable precautions to maintain the confidentiality of information it receives from you and material and/or data you provide, create, input or develop in connection with your use of the Bano services. Nonetheless, because such information, material and/or data may be provided through the Internet, you hereby acknowledge and agree that Bano cannot assure that such information, material and/or data will continue to be confidential.

24.4 You accept the risk of a third party receiving confidential information concerning you and specifically release and indemnify Bano from any claim arising out of a third party intercepting, accessing, monitoring or receiving any communication:

1. you intended to be provided to Bano; or

2. Bano intended to be provided to you.

24.5 You acknowledge and agree that Bano may disclose your name and other Personal Information and financial information about you, and any relevant details of an Authorised User, to Bano’s employees, Representatives, officers, agents, and affiliates, as well as to a governmental entity or self-regulatory authority, an internet service provider or any other third party agent or service provider for any purpose related to offering, providing, administering or maintaining the Bano services, or to comply with applicable Laws.

24.6 The information provided on the Website is to be used for the purpose of you using Bano’s services only, and not for any other purposes. Using the Website does not transfer intellectual property rights to you.

24.7 In appropriate cases all communications and information concerning you held by Bano, may be disclosed to, and reviewed by, law enforcement agencies and regulatory authorities. In addition, you agree to comply with all applicable money laundering and counter terrorism financing Laws, including, but not limited to, the requirement to obtain or provide satisfactory evidence of the identity of any person whom you may represent in any Transaction entered into with Bano.

24.8 You agree and consent to Bano (or its agents) making a verification request to a credit reporting body, document issuer or official record holder to assist in verifying your identity for the purposes of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (and related rules and regulations). You also agree and consent to the disclosure of your Personal Information for this purpose including your name, residential address and your date of birth.

24.9 You agree and consent to Bano providing your full name, address and any other details as a reasonably requested by a government department, agency or similar, beneficiary’s bank or financial institution or as required to comply with applicable Laws.

24.10 If you provide Bano with personal information relating to another person, including but not limited to any Authorised Users, you must get consent from that person(s) for you to share such information in accordance with this Agreement and our privacy policy.

25. Using The Bano Application

25.1 If you or an Authorised User use the Bano Application, you confirm and accept the following:

1. All Transactions must be completed using the logins and passwords allocated to you by Bano, and valid entry of such a login and password will constitute an authorisation by you to complete the Transaction specified irrespective of whether the login and password are entered by an Authorised User.

2. You must ensure that the logins and passwords are kept secure and confidential.. You must also ensure that each Authorised User to whom a login and password is provided, will keep them secure and confidential. You will advise Bano immediately if you have any reason to believe that the login and passwords allocated to you have not been kept secure and confidential.

3. You must ensure that no unauthorised person is able to use the logins and passwords.. As part of this obligation you must ensure that you and each Authorised User quits the Internet browser after using the Bano Application. If you believe that your logins and passwords are being used by an unauthorised person, you must immediately notify Bano. You will be responsible for any and all losses, liabilities, actions, proceedings, claims, damages and/or costs resulting from or arising out of any act or omission by any person accessing your Account through your logins and passwords, whether or not you authorised such access.

4. Bano may at any time, acting reasonably and without Notice to you, suspend, withdraw or deny access to the Bano Application for any reason including but not limited to security, quality of service, failure by you to pay an amount when due or breach by you of any provision of this Agreement. If and while such access is suspended you will be able to deposit funds into your Account but you will not be able to withdraw or transfer any funds from your Account. To the extent permitted by law, you agree not to make any claim against Bano in this regard.

5. Bano may delay, decline or reverse any Instruction if it reasonably suspects that the Transaction might be unlawful or might be associated with crime or if Bano reasonably believes that by carrying out the Transaction, it might breach any of its obligations, or if you are in breach of this Agreement. Bano will not be liable to you if we delay, reverse or refuse to carry out your Instruction.

6. If you dispute that you have carried out a Transaction using the Bano Application, we will investigate. You are required to co-operate with us in relation to any such investigation.

7. By using the Bano Application, you will be able to:

   1. obtain information relating to the balance of, and Transactions undertaken in relation to, your Account;

   2. issue Instructions to Bano;

   3. create and manage beneficiary information; and

   4. use any other facilities that Bano may make available from time to time via the Bano Application.

8. Bano may change the minimum specification required to access the Bano Application and may make operational changes to and alter the services currently available at any time. Bano will notify you of such changes by either placing a message on the Bano Website, the Bano Application or by email or SMS.

9. You are responsible for obtaining, maintaining and ensuring compatibility of your electronic software, devices and equipment. Bano will not be responsible for any loss of or damage to your data, software, computer, electronic devices, telecommunications or other equipment caused by use of the Bano Application, unless such loss or damage is directly and solely caused by our negligence or deliberate default.

10. You are responsible for ensuring that your electronic devices and equipment are free from viruses and other malware, and Bano will not be responsible for any losses incurred by your failure to do this. Bano shall use reasonable endeavours to keep the Bano Application free from viruses and corrupt files but cannot guarantee that the Bano Application will be free from infection by viruses or anything else with contaminating or destructive properties. Bano is not able to guarantee that access to the Bano Application will be uninterrupted, continuous or error free.

11. You must not:

    1. misuse the Bano Application by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;

    2. attempt to gain unauthorised access to the Bano Application or any server, computer or database connected to the Bano Application; or

    3. attack the Bano Application via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you may also commit a criminal offence. Bano may report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Bano Application will cease immediately and without Notice. Bano will not be liable for any loss or damage caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your electronic devices and equipment;

12. You will be liable for all Transactions made when using the Bano Application including instances of misuse, fraud or abuse by you or Authorised Users or whether you or an Authorised User have disclosed login or password details to a third party;

13. You will not use the Bano Application for engaging in, whether directly or indirectly, any Illegal Activities.

25.2 Bano will not accept Instructions face to face at Bano’s Registered Office or any principal place of business.

25.3 If the Bano Application is unavailable, you or an Authorised User may request Bano to accept Instructions and enter into Transactions by telephone. Bano may check the authority of the caller by requesting the caller give his or her name and confirming your identity or the identity of an Authorised User. Bano may at its discretion ask the caller for additional information to confirm the caller’s identity. Upon such check confirming the identity of the caller, Bano may assume that the caller has the full authority as previously advised by you.

25.4 You acknowledge and agree, and will ensure that each Authorised User acknowledges and agrees, that Bano may make a recording of any telephone conversation between any person and Bano at any time. The recording remains the property of Bano. The telephone recording can be used by Bano to confirm the terms and conditions of any Transaction where there is dispute with a client as to the terms of the Transaction, and for training, monitoring and compliance purposes.

26. Additional Services

26.1 Bano may offer additional services through the Bano Application which require you to accept terms and conditions to access such services.

27. Prizes And Promotions

27.1 Any prize or promotion that requires Bano to make a payment to you is only made in the course or furtherance of an activity done by you in a private recreational pursuit or hobby

28. Fees And Costs

28.1 We may charge you a fee for providing you with our services under this Agreement. Our fees are published on the Website and Bano Application and are updated from time to time. We will provide 7 days’ Notice of any variation to our fees.

28.2 Bano may impose other fees and charges for using its services, by providing Notice to you. If you do not consent to the charges, you can terminate the Agreement and the charges will not apply to new Transactions. If you terminate the Agreement under this clause, all existing Transactions will survive the termination of this Agreement.

28.3 Bano may deduct any fees owing to it from your Account.

28.4 In some circumstances a number of intermediaries may be involved in a Transaction and may deduct a charge. The receiving bank and other intermediaries may also take a charge. These charges cannot always be calculated in advance, and either you will be liable for these expenses or they will be deducted from the amounts received by the recipient of the Transaction.

28.5 Bano will not be liable for losses that result from fees under clause 1 being levied. Bano will use its best endeavours to ensure that all fees associated with a Transaction are disclosed to you on the Bano Application. However, this may not always be possible.

28.6 Bano may receive referral fees and/or commissions from product providers and other third parties in connection with its financial products and services.

29. Circumstances Beyond Bano's Control

29.1 If Bano is unable to perform its obligations under this Agreement or a Transaction because of factors beyond its control or because of a Force Majeure Event, Bano will notify you as soon as is reasonably practicable and will use reasonable endeavours to secure the return of any money paid by you in respect of which Bano has been unable to discharge its obligations under this Agreement.

29.2 In the absence of any fraud, wilful default or negligence on the part of Bano, Bano will not be liable for any damages, claims, losses, liabilities or costs resulting from an event or factor beyond its control or a Force Majeure Event.

30. Third Party Content

30.1 You acknowledge that information or data provided by a third party product provider (Third Party Provider) which is not associated with us (Third Party Information), is for informative purposes only and such Third Party Information does not in any way constitute General Advice provided by Bano.

30.2 Any number of financial products and/or services may be provided through a Third Party Provider. Unless otherwise noted, all authority granted to us, or limitations of liability to us, shall include all members of Bano, including officers, directors, employees, Representatives and agents.

30.3 You agree that Bano is not responsible for any Third Party Information and that we make no warranties, express or implied, as to any such Third Party Information. You acknowledge and agree that such Third Party Information does not reflect Bano’s opinions or policies and that Bano does not verify the accuracy or completeness of such Third Party Information.

30.4 You acknowledge and agree that:

1. Bano is not responsible for any third party advertisements or third party applications made available to you;

2. you access third party advertisements or third party applications at your own risk;

3. you may not have access to external dispute resolution schemes in relation to your reliance upon any Third Party Information.

31. Termination and Suspension

31.1 This Agreement may be terminated immediately by you or Bano by giving Notice to the other in writing. However, termination by either party shall not affect any Transaction previously entered into and shall not relieve either party of any outstanding obligations arising out of this Agreement, nor shall it relieve you of any obligations arising out of any Transaction entered into prior to such termination.

31.2 In the event that Bano is made aware of, or has reason to believe, any of the following:

1. that you have provided false or misleading information to Bano; or

2. that you have participated or are participating or have assisted or are assisting in money laundering or terrorist financing; or

3. that you are being officially investigated by law enforcement and/or regulatory agencies; or

4. that you have used the Account or any of Bano's services for engaging in, any restricted or Illegal Activities, including but not limited to terrorist financing, money laundering, distributing or funding drugs or drug paraphernalia, illegal gambling or malicious hacking;

then Bano, at its sole discretion, may terminate this Agreement immediately by Notice to you, and Bano at its sole discretion shall be relieved of any obligations set out in this Agreement or arising out of the Transactions contemplated by this Agreement, including any obligations arising out of any Transaction already entered into with Bano.

31.3 We reserve the right to withhold payment to Account or nominated third party bank account of any amount for such period as we consider reasonably necessary where we have reasonable grounds to suspect you have processed Transactions which are in material breach of these Terms or where we are required to do so by Applicable Law.

31.4 Subject to clause 31.2 and 31.3, upon termination of this Agreement, Bano will, within 15 business days, return any money held in your Account (less any fees and charges that you owe to us) to an Australian bank account held in your name.

31.5 Bano may cancel or suspend any part of, or all of the services it provides to you if you fail to provide Bano with any requested information or funds promptly, if there is suspected or confirmed Illegal Activity or if Bano has a legitimate business reason to do so.

31.6 Bano may suspend access to your account, including the card where Bano's suspects unauthorised activity.

31.7 Bano may add, remove, suspend, discontinue, or modify all or some of the services. Bano may at any time impose additional conditions upon use of a service or any feature or aspect of a service.

32. Liability and Indemnity

32.1 You shall indemnify and hold Bano harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including, but not limited to, reasonable legal fees and any fees and expenses incurred in connection with litigation, arising out of or relating to your or an Authorised User's negligence, mistake or wilful misconduct, the violation of any law by you, or the breach by you of any provision of this Agreement.

32.2 You also agree to promptly pay Bano for all damages, costs and expenses, including reasonable legal fees and expenses, incurred by Bano in the enforcement of any of the provisions of this

Agreement. Your obligations under this Clause 31 shall survive the termination of this Agreement.

32.3 You acknowledge that you will be liable for any losses which may be realised as the result of entering into a Transaction.

32.4 Bano will use all reasonable endeavours to make payments to you or to any third party specified by you, in accordance with the timing specified in your Instructions. However, Bano shall not be liable under any circumstances for any direct, indirect or consequential loss (including any loss of profits) incurred as a result of a delay in funds reaching your nominated account.

32.5 Bano is not responsible for any delays, charges or loss incurred due to errors in the payment or beneficiary information that you provide to us. You agree to indemnify Bano and be liable for any losses or charges incurred by Bano arising from such errors that you make.

32.6 Nothing in this Agreement is intended to limit or exclude any liability Bano may owe you under any statutory rights you may have. However, to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to this Agreement whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity or otherwise, based on a fundamental breach or breach of a fundamental term or on any other basis, is limited to any fees paid by you to Bano under this Agreement.

33. Amending this Agreement

33.1 The terms of this Agreement and any Transactions under it, may be amended by Bano at any time. Bano will provide Notice to you of any such amendment. You agree to be bound by the terms of such an amendment on the earlier of:

1. ten Days after Bano has posted Notice of the amendment on the Website or Bano Application;

2. upon providing Notice to you by email; or

3. on the date you enter any transaction after the amendment.

33.2 If you do not consent to the amendment, you can terminate the Agreement and the amendment will not apply retrospectively. Termination in this case does not affect any obligations owed by you, or rights of Bano with regard to Transactions undertaken prior to the termination.

33.3 Any other amendments must be agreed to in writing between you and Bano.

34. Dispute Resolution

34.1 Except to the extent that this clause is inconsistent with the requirements of any legislative or regulatory regime, the dispute resolution process set out in this clause shall apply. The parties must use all their reasonable endeavours to resolve any dispute arising in connection with this Agreement or any Transactions thereunder.

34.2 If you have a complaint in relation to the Agreement or any aspect of your Account, you should raise this with our Complaints Manager.

34.3 If the parties fail to resolve a dispute within 5 Days of one party giving notice to the other of the dispute, either party may, by giving notice to the other, refer the dispute to the Bano' Senior Officers who, each party must ensure, must cooperate in good faith to resolve the dispute as amicably as possible within 10 days of the dispute being referred to them.

34.4 This clause, however, does not limit your rights (if applicable) to take a dispute to an external dispute resolution scheme of which Bano is a member.

35. Notices

35.1 Any notice required or permitted to be given under this Agreement or for the purposes of this Agreement (Notice) shall be in writing and shall:

1. If to you, be sent by prepaid registered mail or delivered by hand to your address as set out in this Agreement, or such other address that you designate in writing, or by Bano emailing your nominated email address, or by posting a Notice to the Website; and

2. if posted on the Website or Bano Application, Notice is deemed to have been given 3 Days after the Notice was posted on the Website; or

3. if the Notice was sent to your address, the Notice is deemed to have been given on the Day after the Notice was sent, unless delivered by hand in which case the Notice is deemed to have been given on delivery.

4. If to Bano, be sent by prepaid registered mail or delivered by hand to the address of Bano set out in this Agreement or the PDS, or such other address as Bano designates in writing, and such Notice is deemed to have been given 3 Days after the Notice was posted, unless delivered by hand in which case the Notice is deemed to have been given on delivery.

35.2 Any Notice given or made under this Agreement may also be sent by email if:

1. the Notice is sent to the email address last notified by the intended recipient to the sender; and

2. the sender keeps an electronic or printed copy of the Notice sent.

35.3 A Notice sent by email will be deemed to have been given on the first to occur of:

1. receipt by the sender of an email acknowledgement from the recipient’s information system showing that the Notice has been delivered to the email address stated above;

2. the time that the Notice enters an information system which is under the control of the recipient; or

3. the time that the Notice is first opened or read by an employee or officer of the recipient.

35.4 It is your responsibility to notify Bano of any changes to your contact details.

36. General

36.1 This Agreement shall be governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

36.2 At no time shall either party enter into commitments for, or in the name of, the other party or use their Intellectual Property for any purpose whatsoever. Except as specifically provided for in this Agreement, neither party will:

1. use the other party’s name or Intellectual Property without the prior written approval of the other party; or

2. represent itself as being affiliated with, or authorised to act for, the other party.

36.3 Any rights or obligations that you may have pursuant to this Agreement shall not be assigned, transferred, sold, or otherwise conveyed, except with the prior written consent of Bano. Bano may, however, transfer any rights or obligations it may have pursuant to this Agreement to another party without your consent. Such an assignment shall only take place if a reasonable person would not expect it to cause detriment to a typical client of Bano. You will execute any documents (including a deed of novation) reasonably required by Bano to effect such a transfer. If you do not agree to Bano assigning its rights, you may terminate this Agreement. However, termination in this case does not affect any obligations then owed by you, or rights of Bano prior to termination of the Agreement.

36.4 You are responsible for the payment of all taxes that may arise in relation to your Account. You are responsible for obtaining your own tax advice in relation to this Agreement, your Account and any transactions you undertake in relation to your Account.

36.5 If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such clause will be severed from the Agreement and the other provisions of this Agreement will remain in full force and effect.

36.6 No failure or delay by us to exercise any right or remedy provided under this Agreement or by Law shall constitute a waiver of that or any other fight or remedy. Nor shall it prevent or restrict the further exercise of that or any other right or remedy.

37. Set Off Against Monies Owed

37.1 In addition to other remedies available to Bano, if you fail to pay any amount when due under this Agreement, Bano may, to the extent permitted by Law, set-off such amount against any amount payable by Bano to you.

37.2 To the extent permitted by Law, Bano is entitled to set-off against any amounts due to it by you, any amounts received by Bano from or on your behalf including but not limited to moneys received or held on your behalf. Bano may determine the application of any amounts which are to be set-off at its own discretion.

37.3 You must not set-off against any amounts you owe to Bano, any amounts Bano owes to you.

38. Holding of Funds

38.1 You agree that Bano may aggregate money paid into your Payment Wallet (the Funds) with funds received from other clients into a single or multiple designated account(s). You consent to and direct Bano to:

1. retain any interest accrued from time to time on the Funds, and to invest that money;

2. withdraw Funds that constitute remuneration payable to Bano; and

3. withdraw Funds that Bano is otherwise entitled to pursuant to Law.

38.2 You authorise and direct Bano to withdraw, apply or otherwise utilise the Funds:

1. in order to meet obligations (the Obligations) incurred by Bano in connection with the Transactions;

2. in order to enforce other rights that Bano has under this Agreement; and

3. for any other reason allowed by Law.

38.3 You agree that when Bano uses the Funds for a lawful purpose as set out in this clause 37, the Funds do not belong to you and do not constitute a loan or constructive trust in your favour.

Part F - Definitions

39. Definitions And Interpretation

39.1 Whenever used in this Agreement, unless inconsistent with the subject matter or context, the following words shall have the following meanings:

Account means the account held by a user on the Bano application.

Account Opening Form means the form provided by Bano for completion by you to request an Account.

ADI means an Authorised Deposit Taking Institution regulated by the Australian Prudential Regulation Authority.

Adjustment means an amount paid or payable by you, or on your behalf, in relation to a Payment, including a reversal, a refund and an error correction.

Agreement means these Terms and Conditions together with all other documents which are referred to in these Terms and Conditions.

Bano means Bano Pty Ltd ACN 643 260 431.

Bano Application means the application downloaded by a user to a mobile device
Client, you or your means the Client named in the Account Opening Form, together with its:

(a) subsidiaries, affiliates, successors and/or assigns; and
(b) officers, directors, employees and agents.

Card means a valid financial transaction card issued by a member or affiliate of MasterCard, or UnionPay on which their respective logos appear.

Chargeback means a debit entry to your Payment Wallet processed by us, or the Payments Processor, and is the reversal of a Payment previously made to your Payment Wallet as the result of an invalid Transaction.

Day means a day on which commercial banks are open for business in Sydney, New South Wales, Australia.

Force Majeure Event means events or causes including, but not limited to, the following: an act of God, unavoidable accident of navigation, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, pandemic, quarantine, strike or other labour difficulty or expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of International, State or Commonwealth law or regulation or any damage of Bano’s machinery or systems, unless occurring as a result of an act, omission, default or negligence of you or Bano.

FX Exchange Rate means, in relation to a FX Conversion, the exchange rate quoted in the FX Conversion Terms to make the FX Conversion.

FX Conversion means an agreement between the parties to convert one currency for another currency at the FX Exchange Rate.

FX Conversion Terms has the meaning stated in clause 10.2 of this Agreement.

General Advice is as defined in the Corporations Act 2001 (Cth), as varied from time to time.

Illegal Activities means any actual or alleged unlawful or criminal acts including but not limited to money laundering, terrorism financing, fraud or any similar activities.

Initial Minimum Balance means the amount required from time to time as requested by Bano to cover exposure such as settlement risk.

Insolvency Event means any insolvent event and includes circumstances where:

1. you are insolvent or insolvent under administration (as defined in the Corporations Act 2001 (Cth));

2. an administrator, liquidator, provisional liquidator, controller or any other insolvency official is appointed to you or any of your property;

3. you commit an act of bankruptcy or become a bankrupt (as defined in the Bankruptcy Act 1966 (Cth);

4. you are deregistered for any reason;

5. you are unable to pay your debts as and when they fall due or you threaten to cease payments to creditors.

Instruction has the meaning given in clause 8.2 of this Agreement.

Intellectual Property means the trademarks, designs, patents and copyrights of the parties to this Agreement.

Internet means the interconnected system of networks that connects computers around the world.

Law means the statutes, regulations and general law of Australia, as varied from time to time.

Monies has the meaning stated in clause 31.1 of this Agreement.

Notice has the meaning stated in clause 30 of this Agreement.

Obligations has the meaning stated in clause 31.3 of this Agreement.

Payment means an amount received by you, or allocated for receipt by you or on your behalf, in relation to a payment to you, including an amount received by you whether or not it should have been paid to you.

Payment Contract Terms has the meaning stated in clause 9.1 of this Agreement.

Payment Processor means any Third Party engaged by Bano to provide payment processing services in connection with delivery of the services.

Payment Transaction means a payment to be made from your Account including:

(a) payments to a bank account held in your name with an Australian ADI;
(b) payments to a third party’s bank account held with an Australian ADI;

(c) payments to a third party’s account held with Bano; and
(d) payments to an account held in your name or a third-party’s name with another institution or service provider.

Payment Wallet means the digital wallet which enables you to receive funds and make payments.

Personal Advice is as defined in the Corporations Act 2001 (Cth), as varied from time to time.

Personal Information is as defined in the Privacy Act 1988 (Cth), as varied from time to time.

Product Disclosure Statement or PDS is as defined in the Corporations Act 2001 (Cth), as varied from time to time, and may be referred to in this agreement as PDS.

Registered Office means the registered office of Bano as notified to the Australian Securities and Investments Commission.

Representative is as defined in the Corporations Act 2001 (Cth), as varied from time to time.

Request Money is a feature which enables Bano users to send a notification to a third party (either another Bano Account holder or an individual without a Bano Account) requesting that they make a payment to that user's Bano Account.

Retail Client means a client of Bano who is not a Wholesale Client.

Senior Officer means the Chief Executive Officer, Managing Director or “officer” as defined in the Corporations Act 2001 (Cth), as varied from time to time, of Bano, and in the case of Bano includes an employee, director or consultant nominated by Bano as the Complaints Officer.

Supported Currency means each currency approved by Bano from time to time that can be used in a Payment Transaction.

Settlement Account means a trust account held by Bano through which Payments, Adjustments and other Transactions are processed.

Third Party means any person with whom we have contracted in relation to our Products and/or Services.

Transaction means any transaction pursuant to this Agreement and includes a Payment Transaction and FX Conversion.

US Available Investments means financial products which can be obtained through the Bano Application, as determined by Bano in its sole discretion from time to time, including all shares that can be purchased through a US Broker.

US Broker means a broker which has been selected by Bano from time to time, and notified to Clients, as the provider of execution, clearing and settlement services in connection with the US Share Trading Service and which you have appointed to trade in US Investments on your behalf.

US Broker T&Cs means the terms and conditions applicable to any of the US Broker's execution, clearing and settlement services.

US Share Trading Service means a system accessible through the Bano Application through which you provide US Trade instructions to Bano, and Bano submits your instructions to execute a US Trade through your Bano Account and the US Trade is executed on behalf of the Client by the US Broker.

US Trade means either a sale or purchase of a US security.

Website means the Bano website located at www.banosuperapp.com.

Wholesale Client has the same meaning as in section 761G of the Corporations Act 2001 (Cth), as varied from time to time.

You or Your means anyone who (subject to these terms and conditions) utilises Bano’s Products and/or Services described in these terms.

Address: Level 13, 2 Bulletin Place, Sydney, 2000, NSW, Australia

Website: www.banosuperapp.com

SECTION B: MASTERCARD PREPAID CARD SERVICE TERMS AND CONDITIONS

1. Prepaid Card Service

1.1. These Prepaid Card Service Terms and Conditions (Terms and Conditions), applies to such individuals approved by Bano (Cardholder). Bano is issuing the card services as the holder of an Australian Financial Services Licence (No. 536984) issued by the Australian Securities and Investment Commission (ASIC) and a principal member of MasterCard or UnionPay as applicable.

1.2. Activation of Your Prepaid Card on the Bano Application constitutes Your acceptance and agreement to be bound by these Terms and Conditions.

2. Eligibility

2.1 You must be an approved holder of a Bano Account in order to obtain the Card.

2.2. You must meet all eligibility criteria stipulated by Bano and satisfy any due diligence checks conducted by Bano to be eligible for the Card.

2.3. Notwithstanding clause 2.2, Bano may, in its sole discretion and without having to assign any reason, refuse to make available the Card to any Cardholder or to recall, suspend or terminate a Card that made available to any Cardholder.

2.4. The Card shall be valid for the period stated on the Card (Validity Period). Renewal or replacement of the Card will be at Bano’s sole discretion.

2.5 You shall deliver or cause to be delivered to Bano such information as Bano may reasonably request for the purpose of the Card and the Terms and Conditions including but not limited to documents and/or information regarding Your financial affairs and/ or identity. You represent and warrant that all information provided by You or any third party on Your behalf is accurate in all material respects and You will not omit or withhold any information which would make such information inaccurate in any material respect.

3. Scope Of Use

3.1. No one else but the Cardholder whose name is printed on the Card may use the Card during the Validity Period in accordance with applicable laws, the Mastercard rules and these Terms and Conditions.

3.2. The Cardholder may use the Card to make payments for goods and services at merchants who accept Mastercard prepaid cards for payments.

3.3. You are fully responsible for the use of the Card and only making payments to persons or entities in connection with commercial transactions in compliance with any Mastercard rules, applicable laws and regulations. At no time and under no circumstances shall you use the Card in contravention of any laws relating to Sanctions, money-laundering, fraud and the funding of terrorist organisations.

4. Cash Withdrawal

4.1. You may use the Card to make cash withdrawal via (a) any ATM that accepts MasterCard or UnionPay (as applicable) branded prepaid cards or (b) any service provider as notified by Bano from time to time in jurisdictions where such cash withdrawal would not contravene local laws (Cash Withdrawal).

5. Bano Account Balance

5.1. You are solely responsible for ensuring that there is sufficient Available Balance in Your Account

5.2. Bano shall not be liable to make up for any shortfall in the Available Balance.

6. Fees

6.1. The use of the Card is subject to You paying the fees as set out on the Bano Website here: https://banosuperapp.com/faq/5762-personal-account-fees-interest-rate.

6.2. All Fees and any other amounts due and owing under the Card shall be deducted from any Available Balance.

6.3. If the outstanding Fees and any other amounts due under these Terms and Conditions exceed the Available Balance, such shortfall represents a debt immediately due and payable under the Cards Program on demand (Demand Date).

6.4. A late interest of 0.5% each month shall be charged on any unpaid amounts owed under the Cards Program for the period beginning on the Demand Date and ending on the date such outstanding amounts are paid in full.

7. Security of the Card

7.1. You shall at all times be solely responsible for the security of the Card and for all transactions and charges incurred under the Card.

7.2. You must take all steps to safeguard the Card and any security related details (Access Details).

7.3. You must not disclose the Access Details to a third party. If you disclose any Access Details to a third party, You will be liable for all losses incurred in connection with the Card.

7.4. You undertake to provide, and update Bano from time to time with complete and accurate contact details.

7.5. If You become aware that your Access Details have been stolen, misappropriated, used without authorisation or otherwise compromised, You must notify Bano immediately. Any delay in or failure to notify Bano promptly may result in You being liable for all transactions and losses incurred in connection with the affected Card.

7.6. You authorise Bano to accept, rely and act upon any instruction received, or purported to be received from You. Where Bano receives any instruction from a person using the Access Details, Bano shall be entitled to treat such instruction as having been received from the Cardholder. Bano is under no obligation to check the authenticity or accuracy of any instruction received from the Cardholder and shall not be liable for any losses incurred or suffered by You for complying with such instruction.

7.7. Bano may in its sole discretion screen all instructions given by You in relation to the Card before carrying out such instructions.

7.8. Bano, at its sole discretion, without providing any explanation or liability, refuse to act upon any instruction received from You.

7.9. You are fully responsible for regularly checking Your transaction history available via Bano App and for reconciling the entries against Your own records. You should contact Bano immediately and in no event no later seven (7) days after any unauthorised, incorrect, disputed entry (Entry) is reflected in Your transaction history. Following the expiry of this period, You are deemed to have agreed to such any such Entry.

8. The Card Transactions

8.1. The Card has a single transaction limit of AUD10,000 (Single Transaction Limit).

8.2. Bano shall authorise a transaction only if there is sufficient Available Balance in Your Bano account to cover such transaction and the Single Transaction Limit has not been exceeded. If a transaction has been processed despite there being insufficient Available Balance, You shall be liable to Bano to fully make up for the shortfall plus any applicable fees, along with any costs incurred by Bano and any other third party on recovering or attempting to recover such shortfall from You.

8.3. Notwithstanding clause 8.2, Bano may, in Bano’s sole discretion and without assigning any reason and without any liability to You refuse to authorise any transaction.

8.4. You are deemed to have consented to all transactions made through the Card. You may not cancel any transaction after it has been authorised by Bano.

8.5. If Bano receives a transaction for processing in a currency other than in AUD (Supported Currency), Bano may convert such foreign currency into the Supported Currency at the applicable exchange rates as determined by Bano on the date such transaction is processed by Bano.

8.6. Where you use the Card to make a Cash Withdrawal, the amount deducted from the Available Balance may include such amount withdrawn and any other associated fees including but not limited to fees imposed by ATM operator or a service provider and if the Cash Withdrawal is not made in the Supported Currency, the Available Balance will be debited with an equivalent amount of the Supported Currency calculated at an exchange rate determined by Bano or service provider at the time of the Cash Withdrawal in together with any foreign currency exchange administrative costs on the day of the Cash Withdrawal was made.

8.7. Any Cash Withdrawal is also subject to any limit imposed by the local ATM operator or a service provider.

9. Unauthorised Use and Loss or Theft of the Card

9.1. You must suspend the Card via Bano App and notify Bano immediately if any of the following events has occurred (each anUnauthorised Transaction):

(a) the security of the Card has been compromised;

(b) the Card is lost or stolen;

(c) the Card is damaged or not working properly;

(d) the Card has been retained by an ATM; or

(e) any unauthorised transactions.

9.2. You must provide the following information when requested by Bano:

1. details of the Card;

2. the relevant identification information;

3. the type of authentication device, access code and device used to perform the Unauthorised Transaction;

4. whether the Card, authentication device, or Access Details was lost, stolen or misused;

5. the date and time of the loss or misuse and the date, time and method that the loss or misuse, was reported to the police;

6. how you safeguard the Access Details and whether you had disclosed the Access Details to a third party; and

7. any other information about the Unauthorised Transaction known to you.

9.3. You must make a police report upon request by Bano and provide a copy of such report to Bano.

9.4. If you are not able to notify Bano of an Unauthorised Transaction as soon as you became aware of such incident, You must ensure that you provide Bano with the reasons for the delayed report for example, it would be unreasonable for you to monitor a transaction notification during certain time or circumstances.

9.5. Bano shall suspend the Card upon receipt of notification from You of a failure to do so in accordance with Clause 9.1 above until appropriate measures are taken to replace the Card and/or restore security to the Card. Bano may charge a fee to replace the Card or may refuse to replace the Card without liability to You or having to assign any reason.

9.6. You shall be liable for all transactions made via the Card prior to the notification. Any delay in or failure to notify Bano immediately may result in You being liable for all transactions and losses incurred in connection with the Card.

9.7. All communications and notifications to Bano in connection an Unauthorised Transaction shall be in accordance with Clause 19.2.

10. Investigation Of Claims of Unauthorised Transactions

10.1. Where Bano receives any report of an Unauthorised Transaction from the Cardholder (Relevant Claim), Bano shall commence investigation and shall provide You with an electronic written report on the outcome and Bano’s assessment of the Unauthorised Transaction (Investigation Outcome) within a reasonable period of time provided that sufficient information of the Relevant Claim (including any police report) has been received by Bano from the Cardholder.

10.2. Where the Investigation outcome is decided in Your favour, Bano shall credit the Card with the amount charged on the Card due to the Unauthorised Transaction (Unauthorised Loss). You acknowledge and agree that the Unauthorised Loss credited to the Card may be different to the amount originally processed on the Card due to exchange rates fluctuations or the Unauthorised Loss received may only be a partial refund of the original amount.

11. Liability for Unauthorised Transactions

11.1. You are solely liable for all losses arising from any Unauthorised Transaction that occurs under the Card unless Clause 11.2 or any of circumstances described in clause 12.2 applies.

11.2. You shall not be liable for losses arising from any Unauthorised Transaction if such losses are directly due to any act or omission of Bano or any of Bano employees, agents, outsourcing service provider (Representatives) to provide the services in connection with the Card.

12. Refunds and Chargebacks

12.1. If You wish to receive a refund after You have conducted a transaction with a merchant via the Card (Refunds), you should approach the merchant directly. If the merchant in its discretion decides to process the your request for Refunds, Bano shall credit the Card with the Refunds after Bano has received the Refunds amount from the relevant merchant.

12.2. If You wish to receive a refund from a merchant in respect of a disputed transaction (Chargebacks), Bano may, in its sole discretion, file a formal dispute with such merchant on Your behalf provided You comply with Bano's request for information and assistance (including providing Bano with all relevant documents and in such format as requested by Bano). If the dispute is resolved in Your favour by Mastercard, Bano shall credit the Card with the Chargebacks amount upon Bano’s receipt of such amount from Mastercard. You acknowledge and agree that the decision of Mastercard regarding the validity and value of any Chargebacks is valid and binding. Bano shall not be obliged to investigate or defend the validity and/or value of any Chargeback.

12.3. You acknowledge and agree that:

1. any claim with respect to a Chargeback shall be extinguished unless it is raised to Bano within 90 days from the date of Transaction; and

2. any Refund or Chargebacks may be different to the amount originally processed on the Card due to exchange rates fluctuations or the amount received with respect to any Refunds or Chargebacks may only be a partial refund of the original amount.

13. Suspension and Termination of the Card

13.1. You may request Bano to cancel, suspend or terminate the Card by notifying Bano via the Bano App.

13.2. Bano may suspend or terminate any Cardholder’s ability to use the Card at any time without assigning any reason upon notice to the affected Cardholder.

13.3. Upon suspension or termination of a Card, the affected Cardholder’s access to the Card shall be disabled and they shall promptly return the Card to Bano.

13.4. The Card is valid until the expiry date shown on it unless it is cancelled before then.

14. Suspension And Termination of the Cards Program

14.1. You may terminate Your subscription to the Card Program upon expiry of the Minimum Term by giving 60 days prior written notice to Bano. “Minimum Term” means a period of 2 years from the date of You activating an account on the Bano App.

14.2. You may at any time immediately terminate Your subscription to the Prepaid Card service, in whole or in part, by written notice to Bano if:

1. Bano commits a material breach of these Terms and Conditions, which is not capable of remedy, or if capable of remedy, is not remedied to Your reasonable satisfaction within thirty (30) days of service of a notice requiring such remedy;

2. Bano becomes insolvent; or

3. there is a withdrawal or termination of any licence, permission or authorisation required by Bano to act as a principal and to operate all its business in connection with the Prepaid Card service.

14.3. Bano may at any time immediately suspend or terminate the Prepaid Card service in whole or in part, by written notice to You if:

1. You commit a material breach of these Terms and Conditions which is not capable of remedy, or if capable of remedy, is not remedied to Bano’s reasonable satisfaction within thirty (30) days of service of a notice requiring such remedy;

2. You become Insolvent;

3. Bano is (i) required to do so pursuant to an order from regulatory authorities, or applicable laws or (ii) reasonably believe that the Prepaid Card service is used for any purpose contrary to applicable laws or any unauthorised or fraudulent use; or (iii) the security of any of the Card Program has been compromised;

4. the results of any “know your customer” or other similar checks or screenings under applicable laws or regulations conducted on You are unsatisfactory or if Bano determines in its reasonable discretion, continuing the Prepaid Card service could cause reputational, regulatory, financial or operational harm to Bano;

there is a withdrawal or termination of any licence, permission or authorisation required to operate Your business.

14.4. Upon termination of the Prepaid Card service and subject to clause 14.5, Bano shall initiate a refund of any unused Available Balance (less applicable taxes, charges and fees payable by you under the Cards Program) (Remaining Balance) to a bank account as instructed by You (Customer Bank Account) within sixty (60) Business Days of Bano’s receipt of Your written request. Any initiation of refund of such Remaining Balance to the Customer Bank Account shall constitute a good discharge of Bano’s obligation under this clause.

14.5. Bano’s obligation to refund the Remaining Balance is subject to satisfactory due diligence checks. In the event Bano is not able to refund the Remaining Balance to the Customer, Bano shall to the extent permissible by applicable laws and practicable, notify the Customer of the reasons.

14.6. The rights conferred on Bano under these Terms and Conditions shall survive termination.

15. Personal Data and Consent to Disclosure

15.1. You represent and warrant that You have the legal right to disclose or provide any information disclosed or provided by You to Bano or otherwise collected during the duration of your use of the Card (Personal Information) and any data derived from Personal Information may be disclosed to: (i) Bano Representatives; (ii) companies within the Bano group of companies, and Representatives; (iii) third parties who process transactions submitted by merchants on the applicable Card network; (iv) processors and suppliers Bano or the applicable Card network may engage; (v) the providers of services and benefits associated with the Card; (vi) consumer credit bureaus, collection agencies and lawyers; (vii) parties who accept the Card in payment for goods and/or services purchased by You; (viii) parties who distribute the Card; (ix) the Card network, the co-branded partner for the Card; (x) banks, financial institutions, government agencies, statutory boards or authorities in Australia, Singapore or elsewhere; (xi) anyone to whom Bano may transfer contractual rights; and (xii) any other party approved by You or to whom Bano consider it in necessary to make such disclosure for the purpose of performing our obligations or exploiting our rights under the Terms and Conditions.

16. Intellectual Property

16.1. You agree that the Bano web-pages (including service marks, logos and trademarks), applications, process and systems, and deliverables produced by Bano for purposes in connection with these Terms and Conditions (including without limitation, reports, compilations and databases in any and all media) and the Card (collectively, Bano IP) are and shall remain the exclusive property of Bano and are protected by copyright law or other intellectual property laws.

16.2. You agree that no copyright or other intellectual property rights, title or interest, whether express or implied, in any of Bano IP shall be acquired by You, except to the extent expressly contemplated in these Terms and Conditions.

16.3. You shall not distribute, disclose, sell Bano IP or permit use of Bano IP by, any third party whether in whole or in part without the express written consent of Bano. You shall not, directly or indirectly, copy, modify, decompile, disassemble, reverse engineer or otherwise attempt to derive or discern the source code or internal workings of Bano IP.

16.4. You may not: (i) reproduce any part(s) of Bano IP in any form; (ii) create any derivative work based thereon; (iii) incorporate the site into other websites, electronic retrieval systems, publications or otherwise.

17. Indemnity

17.1. You agree to indemnify, defend and hold harmless Bano and its respective Representatives from and against any and all losses whatsoever and howsoever arising which Bano may sustain, incur, suffer or pay in connection with these Terms and Conditions, any Cardholder’s use of the Card and any other services provided in related thereto except as contributed to by our gross negligence, criminal conduct, fraud or wilful misconduct.

18. Exclusion and Limitation of Liability

18.1. Bano make no representations or warranties, express or implied, as to:

1. the satisfactory quality, fitness for a particular purpose, no infringement and performance or otherwise of the Card and any other services provided in related thereto; and

2. any products and services provided by a Service Provider or any other third party and shall not be liable for (i) the delivery, quality, safety, legality or any other aspect of goods or services that You purchase from third party merchants using the Card; if certain merchants refuse to accept payments made via the Card.

18.2. To the extent permitted under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL) and any other applicable laws, Bano shall not be liable to You for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of cause of action) in connection with these Terms and Conditions, the Card and any other services provided in related thereto except as contributed to by our gross negligence, criminal conduct, fraud or wilful misconduct. You acknowledge and agree that the exclusion and limitation of liability in this section are reasonable having regard to all relevant factors, including the nature of the services provided and the allocation of risk and liability between the parties.

19. Notices

19.1. Notices may be provided to You in the English language by Bano via (i) electronic mail, (ii) short message service (SMS), (iii) personal delivery or ordinary post to Your address last known to Bano or the Customer, (iv) through Bano’s website, the statement of account or any electronic medium determined by Bano; or (v) Bano App (Communication Mode) and You consent and agree to receive notices via any of such Communication Mode. All notices in electronic format shall be considered to be “in writing,” and shall be deemed to have been received by You no later than one (1) Business Day after posting or dissemination, whether or not You have actually received or retrieved such communication. Bano reserve the right to provide notices in paper format. Your consent to receive notices electronically is valid until you revoke Your consent by notifying Bano. If You revoke your consent to receive notices electronically, Bano may terminate your right to use the Card, and You accept sole liability for any consequence resulting from such revocation of consent.

19.2. You may contact Bano at any time via the following contact details. Any notice given to Bano shall be in the English language:

1^st Point of Contact

Bano:

Address: Suite 401, 17 Castlereagh Street, Sydney NSW 2000

Email: contact@banosuperapp.com

Website: www.banosuperapp.com

Nium:

Address: Level 4, 152 Elizabeth Street, MELBOURNE VIC 3000

Email: support@instarem.com

Website: www.nium.com

20. Variations To Prepaid Card Service Terms and Conditions

20.1. Bano may vary the Terms and Conditions from time to time. Any amendments or variations shall come into effect upon Bano publishing a revised version on the Bano App or Bano publishing a revised version on Bano website. Your continued use of the Card shall constitute acceptance of the revised Terms and Conditions.

21. Assignment

21.1. Your use of the Card is personal to You and You may not assign any rights under these Terms and Conditions or the Card to any third party.

21.2. Bano may assign and transfer any of its rights and obligations under these Terms and Conditions.

22. Governing Law and Jurisdiction

22.1. The Terms and Conditions are governed by the laws of the state of Victoria, Australia and You hereby irrevocably submit to the exclusive jurisdiction of the court of the state of Victoria, Australia for all disputes arising from, as a result of or in connection with these Terms and Conditions (Proceedings) and waive any objections to Proceedings in any court on the grounds that the Proceedings have been brought in an inconvenient forum. Such submission shall however not affect the right of Bano to take Proceedings in any other jurisdiction and Bano shall be at liberty to initiate and take actions or Proceedings or otherwise against You in Australia and/or elsewhere as Bano may deem fit, whether concurrently or not.

23. Force Majeure

23.1. Non-performance of Bano shall be excused to the extent that performance is rendered impossible by strike, fire, flood, other natural disasters, governmental acts, acts of terror or orders or restrictions, failure of suppliers, market disturbance, or act of God, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party (Force Majeure Event).

24. Miscellaneous

24.1. Except by a person who is Bano’s assignee pursuant to clause 21.2 above, a person who is not a party to these Terms and Conditions shall not have any rights to enforce any provision of these Terms and Conditions.

24.2. In the event any provision or part of the Terms and Conditions is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Terms and Conditions, will be inoperative.

24.3. Any delay in enforcing Bano’s rights under these Terms and Conditions or any waiver as to a particular default or other matter shall not constitute a waiver of Bano’s rights to the future enforcement of its rights under the Terms and Conditions, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.

24.4. Bano is an independent contractor for all purposes and is in no way your agent or trustee nor the agent or trustee of any person from which payments are received through the Card.

24. Definitions

In this Section C:

Available Balance means the total balance of funds received by Bano in a Supported Currency in respect of the Cards which are no longer subject to a right of recall initiated by the licensed financial institution from which the funds are sent.

Card means a valid financial transaction card issued by a member or affiliate of MasterCard, or UnionPay on which their respective logos appear.

Card Program means the MasterCard or UnionPay (as applicable) card program through which Cardholders are issued Cards

Cardholder means you

Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced from time to time by: (i) the Australian Investment Securities Commission; (ii) the European Union; (iii) the United Nations; or (v) any other relevant sanctions authorities.

Supported Currency means each currency approved by Bano from time to time that can be used in a Payment Transaction.