General Terms and Conditions

Article 1Definitions and Interpretation

1.1These General Terms and Conditions (“Terms”) govern the business relationships, commercial services and website use of More Capital Partners (“MCP”, “we”, “us” or “our”).

1.2For the purposes of these Terms:

Client means any legal entity, business, organisation or professional engaging with MCP or receiving services from MCP.

Financial Partner means any independent bank, payment institution, electronic money institution, foreign exchange provider, investment firm, trade finance provider or other financial services institution with which MCP maintains a commercial or referral relationship.

Services means the commercial, introductory, relationship management, client coordination and other services provided by MCP within the scope of its lawful business activities.

Financial Products means products or services made available by Financial Partners, including foreign exchange transactions, international payments, multi-currency accounts, currency hedging arrangements, treasury solutions and trade finance facilities.

Agreement means any written engagement letter, commercial agreement, statement of work or other agreement entered into between MCP and a Client.

Business Day means any day other than a Saturday, Sunday or public holiday on which commercial banks are generally open for business in the Netherlands.

1.3References to legislation include amendments, replacements and applicable implementing regulations.

1.4Headings are included for convenience and do not affect the interpretation of these Terms.

Article 2Company Information

2.1More Capital Partners is a business established in the Netherlands and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under registration number 42166939.

2.2Registered address: Keizersgracht 572, 1017 EM Amsterdam.

2.3Business email: stephane@more-cp.com.

2.4Website: www.more-cp.com.

2.5MCP operates as an independent commercial financial services intermediary and business development partner, subject to the applicable legal and regulatory framework.

Article 3Applicability of These Terms

3.1These Terms apply to all offers, proposals, commercial introductions, engagements and Services provided by MCP, insofar as they have been validly incorporated into the relevant contractual relationship.

3.2The website-related provisions apply to visitors accessing or using MCP’s website.

3.3Any separate written Agreement between MCP and a Client shall prevail over these Terms to the extent of any inconsistency.

3.4The terms and conditions of a Financial Partner apply separately to the Financial Products and regulated services provided by that Financial Partner.

3.5Unless expressly agreed in writing, MCP does not accept the general purchasing conditions or other standard contractual terms of a Client.

3.6If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in effect.

Article 4Nature and Regulatory Status of MCP

4.1MCP is an independent commercial intermediary specialising in foreign exchange, international payments, treasury-related solutions and access to trade finance providers.

4.2MCP is not a bank, payment institution, electronic money institution or investment firm and does not represent itself as holding authorisations that it does not possess.

4.3MCP does not independently issue electronic money, maintain regulated payment accounts, hold or safeguard client funds, provide credit facilities or execute regulated financial transactions as a financial institution.

4.4Financial Products and regulated financial services are provided by independent Financial Partners operating under their respective regulatory authorisations and contractual arrangements.

4.5MCP may act as an introducing broker, commercial intermediary, referral partner, white-label commercial partner or relationship manager, depending on the relevant arrangement and subject to applicable law.

4.6The use of a white-label structure, commercial partnership or shared branding does not, in itself, transfer regulatory authorisation to MCP.

4.7MCP shall not undertake regulated activities unless legally authorised, exempt or otherwise permitted to perform those activities under the applicable regulatory framework.

4.8Nothing in these Terms shall be interpreted as excluding any regulatory or statutory obligation that applies to MCP by virtue of its actual activities.

Article 5Scope of Services

5.1MCP may provide commercial services in relation to:

a.Foreign exchange spot transactions and currency conversion arrangements.

b.Foreign exchange forwards, options and other currency risk management solutions offered by appropriately authorised Financial Partners.

c.International payments, cross-border transactions and multi-currency account solutions.

d.Treasury-related commercial support, liquidity considerations and foreign exchange exposure management.

e.Introductions to providers of trade finance, working capital and other business financing solutions.

f.Commercial relationship management, onboarding coordination and ongoing client support.

5.2The precise nature and scope of the Services shall depend on the Client’s requirements, the relevant Financial Partner’s capabilities and applicable legal restrictions.

5.3MCP may introduce Clients to one or more Financial Partners based on commercial considerations, service availability, jurisdictional requirements and the Client’s stated business needs.

5.4MCP does not guarantee that all Financial Partners, products or services available in the wider financial market will be considered.

5.5Any regulated financial advice, personal recommendation, execution or product-specific suitability assessment shall be provided only by a party legally permitted to undertake that activity.

Article 6Relationship with Financial Partners

6.1MCP maintains commercial relationships with independent Financial Partners.

6.2Unless expressly stated otherwise in a separate lawful arrangement, each Financial Partner operates independently and remains responsible for the Financial Products and regulated services it provides.

6.3A Client entering into a financial services relationship with a Financial Partner shall be subject to that institution’s contractual documentation, compliance procedures, risk disclosures and applicable fees.

6.4The Financial Partner may independently accept, reject, suspend or terminate a Client relationship or proposed transaction in accordance with its legal obligations and contractual terms.

6.5MCP does not guarantee that a Financial Partner will accept a Client, approve an account, provide financing, execute a transaction or maintain a particular service.

6.6MCP may facilitate communication between Clients and Financial Partners without becoming the contractual counterparty to the underlying Financial Product.

6.7Unless expressly authorised and legally permitted, MCP shall not bind a Financial Partner to a transaction or contractual obligation.

6.8MCP may change, add or discontinue commercial relationships with Financial Partners, subject to its existing contractual obligations.

6.9Regulated Financial Partners and White-Label Arrangements

MCP operates as an independent commercial intermediary and maintains contractual partnerships with regulated financial institutions for the provision of foreign exchange, international payments, currency risk management and other financial solutions.

All regulated financial products and services are provided and executed by the relevant authorised financial institution under its own regulatory permissions and applicable terms and conditions.

Clients entering into a financial services relationship through an introduction by MCP shall be informed of the identity and role of the relevant financial institution before entering into any financial transaction or agreement.

Where applicable, Clients shall enter into a direct contractual relationship with the relevant financial institution, which remains responsible for its own regulatory obligations, client onboarding, compliance procedures and the provision and execution of its financial services.

MCP may provide access to financial platforms operated by its partners under a white-label arrangement. The use of MCP’s name, branding or logo on such platforms does not alter the identity or regulatory responsibilities of the underlying financial institution.

MCP does not independently provide regulated financial services, hold client funds or act as the contractual counterparty to financial transactions, unless expressly stated otherwise and legally permitted.

6.10More Capital Partners does not hold client funds. All accounts, transactions and balances sit with the relevant Financial Partner, where client money is safeguarded through strict segregation from that institution’s own corporate funds.

Article 7Client Onboarding and Due Diligence

7.1Financial Partners may require identification, verification, business documentation, beneficial ownership information, financial information and other records before establishing a relationship.

7.2Such requirements may arise from anti-money laundering legislation, sanctions regulations, fraud prevention measures, internal risk policies or other legal and regulatory obligations.

7.3Clients shall provide accurate, complete and current information when reasonably requested for a legitimate purpose.

7.4MCP may assist in collecting or coordinating documentation where legally permitted and consistent with its arrangements with Financial Partners.

7.5The relevant Financial Partner remains responsible for its own customer due diligence and onboarding decisions.

7.6MCP may decline, suspend or discontinue Services where information is materially incomplete or misleading, where a compliance concern arises or where continued engagement would create an unacceptable legal or regulatory risk.

7.7Clients shall promptly notify MCP of material changes to information previously supplied where relevant to an ongoing engagement.

Article 8Client Instructions and Communications

8.1MCP may receive and coordinate commercial enquiries and communications relating to Financial Products.

8.2Unless expressly authorised under a legally permissible arrangement, MCP is not authorised to accept or execute binding financial transaction instructions on behalf of a Financial Partner.

8.3Transaction instructions must be submitted through the channels designated and approved by the relevant Financial Partner.

8.4Any indicative rates, transaction information or commercial terms communicated by MCP remain subject to confirmation and acceptance by the relevant Financial Partner.

8.5A communication from MCP shall not, by itself, constitute confirmation that a financial transaction has been executed.

8.6Clients are responsible for ensuring that persons acting on their behalf have the necessary authority.

8.7MCP may rely on communications reasonably appearing to originate from an authorised Client representative, provided that doing so is consistent with reasonable security procedures and applicable law.

8.8Clients should promptly report suspected fraudulent communications, compromised credentials or unauthorised instructions.

Article 9Foreign Exchange and Market Risk

9.1Foreign exchange markets are subject to fluctuations that may materially affect the value, cost and outcome of currency transactions.

9.2Spot transactions, forward contracts, options and other currency-related products may involve financial, operational, liquidity and counterparty risks.

9.3Forward contracts may create binding future settlement obligations and may result in financial losses if market conditions change.

9.4Certain hedging arrangements may require collateral, margin or additional financial commitments under the terms of the relevant Financial Partner.

9.5The cancellation, amendment or early termination of a financial transaction may result in charges or losses.

9.6Exchange rates, market commentary, forecasts and calculations supplied by MCP are indicative unless expressly confirmed otherwise by the relevant Financial Partner.

9.7MCP does not guarantee any exchange rate, financial outcome, level of savings or future market development.

9.8Clients remain responsible for assessing the commercial and financial consequences of their decisions and obtaining independent professional advice where appropriate.

9.9MCP shall not be responsible for losses arising solely from market movements or the Client’s independent commercial decisions, except to the extent attributable to MCP’s own breach of a legal or contractual duty.

Article 10International Payments and Settlement

10.1International payments and related settlement services are provided by the relevant Financial Partner.

10.2Payment processing times may be affected by banking systems, correspondent institutions, payment networks, public holidays, currency restrictions, regulatory checks and other circumstances.

10.3MCP does not guarantee payment execution times, settlement dates or the availability of particular payment routes.

10.4Financial Partners may delay, reject, suspend or investigate transactions where required or permitted by applicable law or their contractual terms.

10.5Additional fees may be charged by intermediary banks, correspondent banks, receiving institutions or other third parties.

10.6MCP shall not be responsible for the independent acts or omissions of such institutions unless and to the extent MCP is legally responsible for the relevant loss.

10.7Clients are responsible for verifying payment details and complying with the instructions and security requirements of the relevant Financial Partner.

Article 11Treasury and Trade Finance

11.1MCP may assist Clients in identifying potential treasury-related and trade finance solutions through its commercial network.

11.2Such assistance may include preliminary discussions, commercial coordination, introductions and ongoing relationship support.

11.3The provision of any financing, credit facility, guarantee, letter of credit or other financial instrument remains subject to the independent assessment and approval of the relevant Financial Partner.

11.4MCP does not undertake to provide financing from its own resources.

11.5MCP does not guarantee the availability, approval, pricing, renewal or continuation of any financing arrangement.

11.6Any collateral, security, repayment, covenant or other financing obligation shall be governed by the documentation issued by the relevant Financial Partner.

Article 12Fees, Commissions and Remuneration

12.1MCP may receive remuneration from Financial Partners in connection with introductions, referrals, commercial relationships or ongoing client activity.

12.2Such remuneration may take the form of referral fees, commissions, revenue sharing, profit sharing or other agreed commercial compensation.

12.3MCP may also charge Clients directly for separately agreed Services.

12.4Any fees payable directly by a Client to MCP shall be agreed in writing before they become due.

12.5Where applicable law requires disclosure of remuneration or conflicts of interest, MCP shall provide the relevant information in accordance with those requirements.

12.6MCP does not represent that its commercial arrangements are necessarily the least expensive available in the market.

12.7Fees payable to Financial Partners shall be governed by their respective contractual terms.

12.8Unless otherwise agreed, any direct invoices issued by MCP shall be payable within fourteen (14) calendar days of the invoice date.

12.9In the event of late payment, MCP may charge statutory commercial interest and reasonable recovery costs to the extent permitted by Dutch law.

Article 13Conflicts of Interest

13.1MCP recognises that commercial relationships and remuneration arrangements may create actual or potential conflicts of interest.

13.2MCP shall take reasonable measures to identify and manage material conflicts arising in connection with its Services.

13.3MCP may maintain relationships with multiple Financial Partners whose services compete or overlap.

13.4The selection or introduction of a Financial Partner may be influenced by product availability, commercial arrangements, service quality, jurisdiction, operational capabilities and other relevant considerations.

13.5Where required by applicable law, MCP shall disclose material conflicts of interest that cannot otherwise be adequately managed.

13.6MCP does not undertake to conduct an exhaustive comparison of all providers in the market unless expressly agreed in writing.

Article 14Client Representations and Obligations

14.1Each Client represents that it has the legal capacity and authority to enter into any Agreement with MCP.

14.2Clients shall use the Services only for lawful business purposes.

14.3Clients shall not knowingly provide false, incomplete or misleading information.

14.4Clients shall comply with applicable sanctions, anti-money laundering, anti-bribery, anti-corruption and other relevant laws.

14.5Clients shall not use MCP’s Services to facilitate fraud, money laundering, terrorist financing, sanctions evasion or other unlawful activity.

14.6Clients remain responsible for their own tax, accounting, regulatory and financial obligations.

14.7Clients shall cooperate reasonably with MCP where necessary for the proper performance of agreed Services.

Article 15Sanctions and Regulatory Compliance

15.1MCP reserves the right to refuse, suspend or terminate Services where reasonably necessary to comply with applicable sanctions, legal restrictions or regulatory obligations.

15.2MCP may decline to facilitate introductions involving prohibited persons, jurisdictions, activities or transactions.

15.3MCP shall not be required to perform any act that would violate applicable law.

15.4Information may be disclosed to competent authorities where required or otherwise permitted by law.

15.5Nothing in these Terms requires MCP to disclose information where disclosure is prohibited by law.

Article 16Confidentiality

16.1MCP and the Client shall treat confidential business information received from the other party with reasonable care.

16.2Confidential information shall not be disclosed to third parties except:

a.With the relevant party’s authorisation.

b.Where reasonably necessary to perform agreed Services.

c.To professional advisers subject to appropriate confidentiality obligations.

d.To relevant Financial Partners where disclosure is necessary and lawful.

e.Where required by applicable law or a competent authority.

16.3Confidentiality obligations do not apply to information that is publicly available through no breach of these Terms, was lawfully known before disclosure or was independently developed without use of confidential information.

16.4These obligations shall survive termination of the relevant business relationship for as long as the information remains confidential, subject to applicable law.

Article 17Data Protection

17.1MCP shall process personal data in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR).

17.2Personal data may be processed for business relationship management, commercial introductions, agreed Services, legitimate compliance purposes and other lawful activities.

17.3Personal data may be shared with Financial Partners and relevant service providers where a lawful basis exists.

17.4The processing of personal data by independent Financial Partners shall be governed by their respective privacy notices and legal obligations.

17.5Further information concerning MCP’s processing activities is available in its Privacy Policy.

Article 18Intellectual Property

18.1All intellectual property rights relating to MCP’s website, branding, logos, publications, commercial materials and proprietary content remain vested in MCP or its licensors.

18.2No intellectual property rights are transferred to a Client unless expressly agreed in writing.

18.3Clients may not reproduce, distribute, modify or commercially exploit MCP’s proprietary materials without prior written authorisation, except where permitted by law.

Article 19Website Information and Third-Party Links

19.1Information published on MCP’s website is provided for general informational purposes.

19.2Website content does not constitute a binding offer to provide a Financial Product or regulated financial service.

19.3MCP makes reasonable efforts to maintain accurate website information but does not warrant that all content will be complete, current or error-free.

19.4The website may contain links to third-party websites, platforms and services.

19.5MCP does not control the content, security, availability or privacy practices of independent third-party websites.

19.6Visitors access third-party websites at their own discretion and subject to the applicable third-party terms.

Article 20Responsibility and Exclusion of Liability

20.1More Capital Partners operates exclusively within the scope of its role as an independent commercial intermediary and is not a bank, payment institution, investment firm or other regulated financial institution. All financial products, transactions and regulated financial services are provided by the relevant Financial Partners under their own contractual terms and regulatory responsibilities.

20.2More Capital Partners is not a contractual counterparty to any foreign exchange transaction, international payment, hedging arrangement, financial account or financing facility entered into between a Client and a Financial Partner.

20.3The relevant Financial Partner is independently responsible for the acceptance, execution, settlement, administration and regulatory compliance of the financial services it provides.

20.4More Capital Partners shall not be liable for any loss, damage, cost or expense arising from the acts, omissions, decisions, delays, failures or insolvency of a Financial Partner or any other independent third party, except to the extent such liability cannot lawfully be excluded or arises from More Capital Partners’ own legally attributable conduct.

20.5More Capital Partners does not guarantee exchange rates, transaction outcomes, payment execution times, financial returns, the availability of financial products or the performance of any Financial Partner.

20.6To the fullest extent permitted by applicable law, More Capital Partners excludes liability for indirect, incidental or consequential damages, including loss of profits, business opportunities, revenue or anticipated savings.

20.7Nothing in these Terms shall exclude or restrict liability where such exclusion or restriction is prohibited by mandatory applicable law.

Article 21Indemnification

21.1A Client shall indemnify MCP against reasonable third-party claims, losses and expenses directly arising from the Client’s unlawful conduct, intentional misconduct or material breach of its contractual obligations, to the extent permitted by applicable law.

21.2This indemnity shall not apply to the extent that the relevant loss was caused by MCP’s own breach of duty, negligence or misconduct.

21.3MCP shall take reasonable steps to mitigate losses and shall notify the Client of material claims where reasonably practicable.

Article 22Force Majeure

22.1Neither party shall be liable for failure or delay in performing obligations where such failure or delay results from circumstances qualifying as force majeure under applicable Dutch law.

22.2Such circumstances may include natural disasters, war, civil unrest, widespread telecommunications failures, significant cyber incidents, governmental restrictions or major disruptions to essential financial infrastructure, insofar as they meet the applicable legal requirements.

22.3The affected party shall notify the other party within a reasonable period where practicable.

22.4Where a force majeure event materially prevents performance for more than sixty (60) consecutive days, either party may terminate the affected engagement by written notice, subject to applicable law.

Article 23Termination and Suspension

23.1Either party may terminate an ongoing engagement in accordance with the relevant Agreement.

23.2Where no termination period has been agreed, either party may terminate an ongoing engagement by giving thirty (30) days’ written notice, subject to mandatory law and the nature of the engagement.

23.3MCP may suspend or terminate Services with immediate effect where:

a.The Client commits a material breach that cannot be remedied or fails to remedy a remediable material breach within a reasonable period after written notice.

b.Continued engagement would violate applicable law.

c.A material sanctions, fraud or compliance concern arises.

d.The Client knowingly supplies materially false information.

e.Continued performance becomes legally impossible.

23.4Termination of MCP’s commercial relationship with a Client does not automatically terminate any separate agreement between the Client and a Financial Partner.

23.5Accrued payment obligations, confidentiality provisions, liability provisions and other terms intended to survive termination shall remain effective to the extent applicable.

Article 24Complaints and Dispute Resolution

24.1MCP is committed to handling complaints professionally, fairly and within a reasonable timeframe.

24.2Complaints concerning MCP’s own Services may be submitted in writing to stephane@more-cp.com.

24.3MCP shall acknowledge receipt within five (5) Business Days and seek to provide a substantive response within twenty (20) Business Days, where reasonably practicable.

24.4Where additional investigation is required, MCP shall inform the complainant of the anticipated response period.

24.5Complaints relating to the execution, administration or provision of regulated Financial Products may need to be submitted to the relevant Financial Partner under its complaints procedure.

24.6MCP shall, where appropriate and lawful, assist Clients in identifying the relevant complaints contact.

24.7Nothing in these Terms restricts any statutory right to submit a complaint to a competent regulator, supervisory authority or dispute resolution body.

Article 25Electronic Communications

25.1MCP may communicate with Clients electronically, including by email and other agreed business communication channels.

25.2Clients acknowledge that electronic communications may be subject to technical failures, delays, interception or other security risks.

25.3MCP shall implement reasonable measures to protect its communications and information systems.

25.4Clients are responsible for maintaining appropriate security over their own communication systems and promptly reporting suspected compromise.

25.5Contractual notices shall be sent to the contact details most recently designated by the relevant party.

25.6Where applicable law requires a particular form of communication, that requirement shall prevail.

Article 26Assignment and Subcontracting

26.1MCP may engage appropriately qualified third-party service providers to support its business operations, subject to applicable confidentiality, data protection and contractual obligations.

26.2MCP remains responsible for its own contractual obligations notwithstanding the use of subcontractors, except as otherwise lawfully agreed.

26.3Neither party may transfer its material contractual rights or obligations to another party without the other party’s prior written consent, such consent not to be unreasonably withheld, unless otherwise agreed or permitted by law.

Article 27Amendments

27.1MCP may update these Terms to reflect changes in legislation, business operations, services or commercial arrangements.

27.2The most recent version shall be made available on MCP’s website at www.more-cp.com.

27.3Amendments affecting an existing contractual engagement shall take effect only in accordance with the applicable Agreement and Dutch law.

27.4Publication of revised website Terms does not, by itself, amend an existing negotiated Agreement where further consent or notice is legally required.

Article 28Governing Law and Jurisdiction

28.1These Terms and any contractual relationship to which they validly apply shall be governed by the laws of the Netherlands.

28.2Any dispute arising from these Terms or an Agreement shall be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law or a separate valid contractual arrangement requires otherwise.

28.3The parties may seek to resolve disputes amicably before commencing formal proceedings, without prejudice to their legal rights.

Article 29Entire Agreement

29.1These Terms, together with any applicable written Agreement and documents expressly incorporated therein, constitute the contractual framework governing the relevant Services.

29.2Nothing in these Terms supersedes the independent contractual relationship between a Client and a Financial Partner.

29.3No amendment or waiver of a material contractual provision shall be effective unless agreed in accordance with the applicable Agreement and law.

Article 30Contact Information

More Capital Partners

Registered in the Netherlands

Chamber of Commerce (KvK): 42166939

Registered address: Keizersgracht 572, 1017 EM Amsterdam

Email: stephane@more-cp.com

Website: www.more-cp.com