Terms & Conditions

Terms & Conditions — AYBANK INC

These Terms and Conditions, together with any account applications, service agreements, fees schedules, policies and related documents, form a legal agreement between AYBANK INC (a bank registered in the Commonwealth of Dominica, license No. 2779, with its registered office at 2nd Floor, 38 King George V Street, Roseau 00109-8000, Dominica) and each Client. AYBANK INC is licensed as a bank under the Offshore Banking Act (Dominica) and is regulated by the Financial Services Unit (FSU) of Dominica. AYBANK INC provides international banking services to individual and corporate clients worldwide, subject to compliance with applicable laws of Dominica and this Agreement. These Terms apply to all services provided by the Bank, including payment accounts, cards, money transfers and other payment instruments.

1. Introduction and Legal Framework

• These Terms apply globally to all Customers, regardless of jurisdiction of residence, except where prohibited by local law. The governing law remains that of the Commonwealth of Dominica.
• The Terms incorporate by reference the Bank's Privacy Policy, Fee Schedule, and Acceptable Use Policy, forming together the "Agreement."
• In case of inconsistency, the following order of precedence applies: (a) Service-specific agreements or annexes; (b) these Terms and Conditions; (c) Fee Schedule; (d) Acceptable Use Policy; (e) Privacy Policy.
• AYBANK INC reserves the right to modify, suspend, or withdraw any part of its Services without prior notice where legally or operationally required.

2. Definitions

• Account: any banking, payment, or virtual-asset account maintained with AYBANK INC.
• Agreement: these Terms with all related policies, annexes, and schedules.
• Business Day: a day, other than Saturday, Sunday, or a public holiday in Dominica, when banks are open.
• Virtual Asset: a digital representation of value (e.g., cryptocurrencies, tokens, stablecoins).
• VASP: Virtual Asset Service Provider as defined under Dominica law.
• Customer: any natural or legal person who applies for or uses AYBANK INC's Services.
• Services include: offshore banking and savings, digital and fiat payments, virtual asset wallet & exchange, custody & tokenization, and other services approved under Dominica law.

3. Global Scope of Services

• AYBANK provides cross-border banking and virtual-asset services to international clients, subject to regulatory and compliance limitations.
• Operations are delivered digitally via secure online platforms and mobile apps.
• Some services may be unavailable in jurisdictions restricted by sanctions, local laws, or compliance policies.
• Customers are responsible for ensuring compliance with laws in their own jurisdictions.

4. Eligibility and Account Opening

• Individuals must be at least 18 and legally competent.
• Legal entities must provide corporate documentation (certificate of incorporation, constitutional documents, registers of directors/shareholders, and UBO identification).
• AYBANK follows KYC and EDD procedures under the Money Laundering (Prevention) Act.
• AYBANK may refuse or terminate accounts where risk or compliance requirements are not met.
• Customers must provide accurate, up-to-date information. Misrepresentation may lead to closure and reporting.

5. Customer Due Diligence and Compliance

• Due diligence is performed on all Customers and beneficial owners.
• Enhanced screening applies to PEPs, high-risk/sanctioned jurisdictions, complex ownership structures, and virtual-asset enterprises.
• Customers must promptly inform AYBANK of changes to ownership, directors, or business nature.
• AYBANK may report suspicious activity to the FIU or other competent authorities without notice.

6. Deposits, Payments, and Transfers

• Deposits may be made in accepted fiat or virtual currencies.
• Transfers are processed per network rules and subject to AML/CFT screening.
• Customers must ensure correct transfer details; AYBANK is not responsible for losses from inaccurate instructions.
• AYBANK may set limits, withdrawal restrictions, or holding periods; fees are deducted automatically.
• International transfers may involve correspondents; AYBANK is not liable for delays/deductions by intermediaries.

7. Virtual Asset Services and Digital Custody

• Services include custody, fiat/digital exchange, token issuance/management, and blockchain payments.
• Virtual-asset markets are volatile and speculative; blockchain transactions are irreversible.
• Customer assets are segregated from AYBANK's own holdings.
• AYBANK does not provide investment advice or guarantee profits; Customers remain responsible for taxes.
• AYBANK may suspend or restrict activity where required by law, market instability, or cybersecurity risk.

8. Fees, Interest, and Charges

• Applicable fees are published in the Fee Schedule and vary by product/service; AYBANK may revise fees on notice.
• Interest, where applicable, follows product-specific terms.
• AYBANK may offset unpaid charges against account balances.

10. Third-Party Access and Use of Account

10.1 General Restriction

No third party is authorized to access, operate, control, or otherwise transact on the Client's Account unless such third party has been formally disclosed to and expressly approved in writing by AYBANK INC. Any unauthorized access or use is strictly prohibited.

10.2 Permitted Third-Party Access

AYBANK INC may, at its sole discretion, permit third-party access in limited circumstances, including but not limited to:

• Authorized signatories of corporate clients;
• Legally appointed representatives (e.g., power of attorney, directors, trustees);
• Delegated users under formally approved mandates;
• Service providers or intermediaries acting on behalf of the Client (where justified by the business relationship).

Such access shall only be granted after satisfactory completion of all required verification and due diligence procedures.

10.3 Due Diligence and Verification Requirements

Before granting any third-party access, the Bank shall require:

• Full identification and verification of the third party, including beneficial ownership where applicable;
• Documentation evidencing the authority granted (e.g., board resolution, power of attorney, mandate forms);
• Assessment of the purpose and nature of the third-party relationship;
• Screening against applicable sanctions, watchlists, and internal risk criteria;
• Enhanced due diligence where the third party or arrangement presents elevated risk.

AYBANK INC reserves the right to request additional information or documentation at any time.

10.4 Ongoing Monitoring and Review

All approved third-party relationships are subject to ongoing monitoring. The Bank may periodically review:

• The continued validity of the authorization;
• Transaction patterns and behavior associated with the third party;
• Any changes in ownership, control, or risk profile.

The Client must promptly notify the Bank of any changes relating to the third party. Failure to do so may result in suspension or termination of access.

10.5 Client Responsibility and Liability

The Client remains fully responsible and liable for all acts, omissions, and transactions carried out by any approved third party. The Bank shall not be liable for any loss arising from actions taken by an authorized third party acting within the scope of their approved authority.

10.6 Prohibited Third-Party Arrangements

The following are strictly prohibited:

• Undisclosed or informal third-party access or account usage;
• Use of the Account on behalf of undisclosed principals or beneficiaries;
• "Pass-through" or "nested" account usage without prior approval;
• Any arrangement that obscures the true origin, destination, or ownership of funds.

10.7 Right to Refuse, Restrict, or Revoke Access

AYBANK INC reserves the right, at its sole discretion and without prior notice, to refuse, suspend, or revoke any third-party access where:

• Required information is incomplete or unsatisfactory;
• The arrangement presents heightened legal, regulatory, or reputational risk;
• There is suspicion of misuse, financial crime, or breach of this Agreement.

11. Permissible and Prohibited Transactions

11.1 Permitted Uses

The Client shall use the Services in good faith and only for lawful purposes permitted by these Terms. The Client must comply with all conditions (e.g. transaction limits, option settings) published by the Bank. Use of the Service must also comply with all applicable laws and regulations.

11.2 Prohibited Uses

It is strictly forbidden to use the Service for any illegal or unauthorized purpose. Without limiting the foregoing, the Client shall not:

• Engage in any fraudulent activity, money laundering, terrorist financing, evasion of taxes or sanctions, or any other unlawful conduct.
• Provide false or misleading information to the Bank (e.g. fake identity, multiple registrations).
• Abuse the chargeback or reversal process (e.g. disputing legitimate transactions to gain refunds).
• Use the Service to facilitate cash or credit advances from merchants, or to fund gambling debts.
• Accept funds or make payments related to prohibited industries as defined by the Bank (see list below).

11.3 Prohibited Transactions

The following activities (among others) are expressly prohibited: gambling or betting activities (online or offline), sale or distribution of illegal drugs or pharmaceuticals without a license, trafficking in weapons or ammunition, unlicensed gaming or lotteries, pyramid or Ponzi schemes, sale of counterfeit or stolen goods, and any other transactions that violate law. The Bank may add to this list as required by law or network rules. If the Client engages in prohibited transactions, the Bank may immediately close the account and report the activity to authorities.

12. Fees, Charges and Currency Conversion

12.1 Tariff

The Bank's fees, charges and applicable interest rates are set out in its published Tariff (available on the Bank's website). Unless a separate written agreement states otherwise, all services are subject to the current tariff. The Client agrees to pay all fees for account maintenance, transfers, currency conversions, card issuance, ATM withdrawals, monthly inactivity (dormant account fees), and any other services as specified.

12.2 Additional Expenses

If the Bank incurs any third-party expenses on the Client's behalf (legal fees, notary fees, court costs, investigation charges, etc.), the Client will reimburse these expenses. The Bank is authorized to debit these costs directly from the Client's Account without further consent.

12.3 Changes to Fees

The Bank may change its tariff unilaterally. Notice of any fee or interest rate change will be given at least one month in advance via the Bank's website or electronic notice. If the Client does not agree with the new fees, the Client may terminate the account per Section 14.

12.4 Currency Conversion

If a transaction requires converting from one currency to another, it will be done at the Bank's exchange rate. The rate is generally based on wholesale market rates and may include a spread or percentage fee (as stated in the Tariff). The applicable rate is the rate in effect at the time of processing the transaction. For point-of-sale (POS) transactions offered in foreign currency, the Client will be notified of the conversion rate or fee in advance. The Bank is not responsible for currency conversion done by merchants or ATM providers.

12.5 Incoming Foreign Transfers

If the Client receives an incoming transfer in a currency different from the Account's currency, the Bank will convert the funds into the Account's currency at the prevailing buy/sell rates. If AYBANK INC does not quote the transfer currency, the Bank may reject the transfer.

13. Client Liability and Indemnity

13.1 Unauthorized Transactions

The Client is fully liable for any losses or damages resulting from unauthorized or fraudulent transactions if such losses arise from the Client's fraud, negligence or failure to follow these Terms. In particular, if the Client knowingly provides login credentials or cards to an unauthorized person, the Client bears the risk.

13.2 Client Protection

If the Client promptly notifies AYBANK INC of an unauthorized or incorrect transaction and the Bank can act without undue delay (for example, by blocking the Account), the Bank will refund the Client for the unauthorized transaction amount (except fees). This applies only to losses incurred after notification. For non-consumer clients, refund of interest or fees on payments may not be available.

13.3 Indemnification

The Client agrees to indemnify and hold harmless the Bank and its affiliates from any claims, liabilities, losses or expenses that arise from the Client's use of the Service. This includes any losses or negative balances caused by the Client or any person acting on the Client's behalf (e.g. employees, representatives). In particular, the Client is responsible for any chargebacks, fees or fines imposed by card networks or third parties related to the Client's transactions. The Bank may debit the Client's account or collateral for any debt owed to the Bank.

13.4 Set-off

The Bank has a right of retention over all Client funds in any Account until the Client has paid all outstanding fees, costs and obligations to the Bank. The Bank may also set off (net) any amount owed by the Client against any amounts owed by the Bank to the Client (including by using the Client's funding instrument). The Bank will inform the Client of any such set-off when feasible.

13.5 Late Payments

If the Client fails to pay any amount due to the Bank (other than a transaction payment) by its due date, the Client will owe interest on the overdue amount at the Dominica Eastern Caribbean Central Bank's base rate (applied daily) until paid.

14. Termination of Services

14.1 Voluntary Termination (by Client)

The Client may terminate these Terms and close the Account(s) at any time, without penalty, by fulfilling the following steps: (a) providing written notice to AYBANK INC (by the methods described in Section 17); (b) closing out the Account(s) (withdrawing or transferring any remaining balance); and (c) returning all Cards or payment devices to the Bank. The Client is responsible for any transactions or fees incurred prior to closure.

14.2 Voluntary Termination (by Bank)

The Bank may stop providing any Service and may close a Client's Account at any time by giving notice (see below). The Terms continue to apply until fully terminated as described herein.

14.3 Post-Termination Holds

After termination, the Bank may retain the Client's remaining funds for up to 180 days (or longer if required by law) to cover any chargebacks, claims or regulatory obligations arising from the Client's use of the Service. The Client remains liable for any obligations incurred before or after termination, including compliance with AML reporting.

14.4 Immediate Closure for Breach

The Bank may close the Client's account and terminate this Agreement immediately, without notice, if the Client breaches any material term of this Agreement or any applicable law/regulation. Examples include: providing false information, engaging in prohibited activities, or otherwise acting in bad faith. The Bank may also terminate immediately if required by law or card network rules. In such cases, the Client must cooperate with any account wind-down procedures.

14.5 Notice of Termination (by Bank)

Unless otherwise required by law, the Bank may terminate the relationship for any reason by giving the Client notice (e.g. 2 months' notice by email). In its sole discretion, the Bank may also terminate immediately with or without cause. Upon termination, any transaction in process will be handled according to applicable rules.

14.6 Survival of Obligations

Even after termination, Sections of this Agreement that by their nature should survive (such as indemnity, confidentiality, liability, dispute resolution) will remain in effect. The rights and obligations incurred while the Agreement was in force continue to bind both parties.

14.7 Death or Insolvency

• Individual Clients: On the death of an individual Client, this Agreement and Account will be governed by law of succession. The Bank may freeze the Account until it is satisfied that the correct heirs or executors are authorized to operate it.
• Corporate Clients: If a corporate Client is liquidated or enters bankruptcy or other insolvency process, the Bank will require proof of the liquidator's or trustee's authority before accepting any instructions. If a company dissolves and assets remain in the Account, the funds may be remitted to the government as ownerless property (bona vacantia) following legal process.

15. Warranties and Liability

15.1 No Warranties

Except as expressly provided herein, AYBANK INC makes no warranties or representations about the Services. The Bank does not guarantee that the Services will meet the Client's requirements or expectations, or that they will be uninterrupted, timely, free of errors, or completely secure. All services are provided "AS IS" and "AS AVAILABLE", subject to applicable mandatory consumer rights.

15.2 Force Majeure and Third Parties

The Bank is not liable for failures or delays caused by events beyond its reasonable control (force majeure), or by acts/omissions of third parties (e.g. correspondent banks, service providers). The Bank will exercise reasonable care in selecting third parties, but cannot guarantee their performance.

15.3 Liability Cap

Subject to mandatory law, AYBANK INC's liability to the Client is limited. The Bank (and its agents or subcontractors) will not be liable for any indirect or consequential losses (such as lost profits, loss of business or goodwill, or loss of data) suffered by the Client. The Bank is not liable for any fees, interest, or damages claimed by the Client or third parties due to incorrect or late payment performance, except where required by law.

15.4 No Liability for Certain Losses

The Bank is not responsible for any loss or damage the Client incurs from relying on incomplete or inaccurate information, from service changes, or from data deletion or corruption. For example, the Bank will not compensate the Client for losses caused by merchant errors, client input errors, phishing attacks, or by the Client's own negligence.

15.5 Statutory Rights

Nothing in these Terms excludes or limits the Bank's liability for death or personal injury caused by its negligence, or for fraud or other liability that cannot be lawfully excluded. Mandatory consumer protection rights (for individual Clients) remain unaffected.

16. Changes to the Terms

16.1 Right to Amend

AYBANK INC may amend these Terms and Conditions at any time. The Client will be notified of material changes by email or via the Bank's website in advance of the change's effective date. The Client's continued use of the Service after the effective date will constitute acceptance of the revised Terms.

16.2 Client Objection

If the Client does not agree to the changes, the Client may terminate this Agreement as described in Section 14 before the changes take effect. If the Client takes no action, the changes will be deemed accepted.

16.3 Policy Updates

The Bank may also update its policies, fee schedules or add new features with notice (which may be given by posting on the website or by email). The Client agrees that updates announced in this manner are binding once published.

17. Communications and Notices

17.1 Language and Accessibility

All communications from the Bank will be in clear English and in a form reasonably accessible to the Client. The Bank may provide information or notices by letter, email, online posting, or any other reasonable means.

17.2 Electronic Communications

The Client agrees that the Bank may communicate by electronic means. In particular, important notices (e.g. terms updates, disclosures) may be sent by email to the Client's registered email address or posted on the Bank's website/online portal. The Client consents to receive such electronic communications and understands that this Agreement and any amendments may be delivered electronically.

17.3 Specific Notices

The following will be provided as indicated:

• Account Statements and Balances: Available at all times via the Client's online account (transaction history).
• Transaction Alerts: Notices of transaction rejections, suspensions or other status changes will be shown in the Client's online account.
• Termination Notices: If the Bank wishes to terminate the Agreement, it will notify the Client by email. If the Client wishes to terminate, notice should be sent as per Section 17.5.

17.4 Record of Communications

The Client should keep copies of important electronic communications (e.g. by printing or saving emails). Documents provided electronically are considered "in writing" for the purpose of this Agreement.

17.5 Notices to the Bank

Notices or requests by the Client to AYBANK INC should be sent by registered mail to the Bank's registered address (given above), or by secure message through the online portal. However:

• Urgent Notices (Security): Any report of loss/theft of Cards or credentials, or any suspected unauthorized access, must be made immediately by phone (to the Bank's contact center number) or through the online portal's emergency contact function.
• Disagreement with Amendments: If the Client does not agree to an amendment and wishes to terminate the Agreement before it takes effect, the Client must notify the Bank by secure message via the online portal or by email using the Client's registered email address.

18. Complaints

18.1 Internal Complaint

If the Client has any complaint or dispute regarding the Account or these Terms, the Client should first contact AYBANK INC's Complaints Officer in writing. Complaints can be sent by postal mail to the Bank's address above or by email to complaints@AYBANKbank.org. The Client should clearly explain the issue. The Bank will acknowledge receipt and investigate the complaint promptly. The Bank will endeavor to resolve the matter and inform the Client of the outcome within a reasonable time.

18.2 Regulatory Escalation

If the Client is not satisfied with the Bank's resolution, the Client may escalate the complaint to the Financial Services Unit of Dominica (the financial regulator) at:

19. General Provisions

19.1 Currency

Unless otherwise stated, all fees, charges, and account denominations are in United States Dollars (USD). The Bank may allow accounts in other major currencies as advertised.

19.2 Agents and Subcontractors

The Bank may use agents, distributors or subcontractors to provide services on its behalf. Any such parties are authorized to act within the scope of their engagement, but the Bank remains responsible for their performance as required by law.

19.3 Entire Agreement

This Agreement (including any schedules, the Privacy Policy, Confidentiality Policy, Tariff, and any applicable appendices) constitutes the entire contract between the Client and AYBANK INC regarding the Service. It supersedes any prior agreements or understandings (except any other written contracts the Bank may enter into separately).

19.4 No Waiver

If the Bank fails to enforce any right or remedy under these Terms, that failure does not constitute a waiver. The Bank retains all rights and may enforce any provision at a later time.

19.5 Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be removed to the extent of the conflict, and the remaining provisions will continue in full force.

19.6 Assignment

The Client may not assign or transfer its rights or obligations under this Agreement without the Bank's prior written consent. The Bank may assign its rights and obligations to another licensed bank or financial institution, with at least two months' notice to the Client. If the Client does not agree to such assignment, the Client may terminate the Agreement without penalty.

19.7 Evidence of Transactions

Both parties agree that the Bank's electronic records (including printed or online statements, transaction logs, and system records) are conclusive evidence of all transactions. These records shall be accepted in any legal proceedings as proof of the accuracy and occurrence of transactions unless proven otherwise.

19.8 Intellectual Property

The names "AYBANK INC", "AYBANK INC Card", the Bank's logos, trademarks, software and website designs are protected by intellectual property laws. The Client may not use, copy, modify or otherwise exploit any of the Bank's trademarks, logos, domain names or proprietary software, or the trademarks of any card network, without the Bank's express permission.

19.9 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Dominica (without regard to conflict of laws principles). Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of Dominica's courts.