Definitions

Acceptable Use Policy means Thunes’ acceptable use policy (as may be updated by Thunes from time to time), located at https://www.thunes.com/thunes-acceptable-use-policy/.

Affiliate means, in respect of any specified person or entity, any other person or entity that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified person or entity.

Agreement means, together, the Order Document, the Terms, the Region Specific Terms and, as relevant to a Payment Method, the Network Terms and Network Rules together with all amendments, updates or additions thereto from time to time.

Applicable Law means, in each case as applicable to the relevant jurisdiction, any and all laws, statutes, regulations, and any governmental guidance or guidelines that hold equivalent authority in the relevant jurisdiction, as well as any binding decision made by relevant and competent government entities, including but not limited financial services regulators, all to the extent applicable to the Customer and/or Thunes and/or the relevant Service. 

Authorised User means any employee(s), contractor(s) or other person(s) Customer nominates from time to time as having authority to access the Services and use the Services as Customer’s authorised person. 

Beneficiary means an individual or entity (which may include the Customer) identified as the beneficiary or intended recipient of an Outward Payment in a Payment Instruction.

Business Day weekdays on which banks are generally open in the region where your Thunes contracting entity is located, as set out in the Thunes Entity Table. Unless specified as Business Days, all references in these Terms to days, months or years mean calendar days, calendar months or calendar years.

Card means any form of credit or debit card (virtual or physical) which may be used by an End Customer to carry out a Transaction.

Card Network means a payment Card network governing the issue and use of a Card, for example Visa and Mastercard and, as applicable, any other international Card scheme network, offered directly or indirectly by Thunes. 

Change of Control means (a) an event in which a person or persons acting together (such as a corporate group), directly or indirectly, acquires or becomes the beneficial owner of, 50% or more of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its business or assets; or (d) entry into any transaction or arrangement that would have the same or similar effect as a transaction referred to in (a)-(c) of this definition; but, does not include an initial public offering or listing.

Change of UBO means an event that would be a Change of Control if, for the purposes of limb (a), the relevant threshold was 20% rather than 50%.

Commencement Date means the earlier of the date: (a) set out in the Order Document; (b) on which you sign up for a Thunes Account; or (c) on which you start using any Service, as applicable.

Confidential Information means all confidential information (however recorded or preserved) which relates to Customer or Thunes (or any Affiliate of each) including information which: (1) would be regarded as confidential by a reasonable business person, relating to: (a) the business, assets, affairs, customers, clients and suppliers of Customer or Thunes (or of any Affiliate of Customer or Thunes), including the details of any order form or other order document detailing the financial arrangements between Customer and Thunes; and (b) the operations, processes, product information, know-how, designs, trade secrets or software of Customer or Thunes (or of any Affiliate of Customer or Thunes); (2) is developed by Customer or Thunes in the course of carrying out these Terms; and/or is specified as confidential. 

Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Customer (you, your) means the Thunes customer set out as the Customer in the Order Document (or, where there is no relevant Order Document, the customer entity using the Thunes Services).

Customer Bank Account means a bank account or equivalent in the Customer’s name used to receive Outward Payments and to pay amounts due to Thunes under these Terms.

Customer Data means any data (which may include Personal Data and Transaction Data) submitted or otherwise shared with Thunes by Customer or an Authorised User pursuant to these Terms, including (without limitation) data which relates to End Customers and Beneficiaries. 

Customer Products means the services and/or products that Customer provides to its End Customers, as specified by Customer in writing and in respect of which Thunes agrees to provide the Services.

Data Protection Laws means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of Singapore, the European Union, the European Economic Area and their Customer States, Switzerland, the United Kingdom, as applicable to the processing of personal data under these Terms including (without limitation) the Personal Data Protection Act 2012 of Singapore, the General Data Protection Regulation (GDPR) and the UK GDPR, as applicable to the processing of personal data hereunder.

Dispute means the initiation by an End Customer to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Network Partners, including Card Networks).

End Customer means any person or entity that is a customer of the Customer and to whom the Customer provides payment services or other goods and/or services. For the avoidance of doubt, Thunes does not and shall not be construed as providing any Services to an End Customer.

Fees means the fees, charges, or costs applicable to the Services at any given time included in the Order Document or otherwise as agreed in writing between Thunes and Customer, including, without limitation, the following:

1. Corridor No-Usage Fee means the fee that applies to each activated corridor that remains unused by the Customer for a period of six (6) consecutive months. This fee will be waived: (i) during the first six (6) months following activation of that corridor; and (ii) for any month in which the Customer is subject to a Minimum Monthly Commitment. For the avoidance of doubt, the waiver given under subparagraph (i) is applied on a one-off basis during the Term of the Agreement, i.e. if a re-activated corridor becomes Unused again, the Corridor No Usage Fee shall apply immediately. “Unused” means a corridor where it is not used or used solely in respect of: (i) failed or reversed Transactions; (ii) Transactions initiated solely for system testing or connectivity verification; or (iii) Transactions which do not otherwise incur any Transaction Fees pursuant to this Agreement;
2. Digital Asset Customer Set Up Fee means the fee that applies to the Customer whose business activities involve digital assets (including, but not limited to, cryptocurrency exchanges, virtual asset service providers, custodial services, or digital asset wallet providers);
3. Early Termination Fee means an amount equal to the higher of: a) average total monthly Fees paid by the Customer over the 12 month period immediately preceding the date of termination or if shorter,  the average monthly Fees paid by the Customer since the Commencement Date in each case multiplied by the number of months remaining in the Initial Term or Renewal Term (as relevant); b) USD$ 5,000 multiplied by the number of months remaining in the Initial Term or Renewal Term (as relevant); and c) where specified, the Monthly Commitment Fee included in the Order Document multiplied by the number of months remaining in the Initial Term or Renewal Term (as relevant);
4. Emergency Funding Fee as set out in Section 10 of the Terms and the Order Document;
5. Proof of Payment Fee means the fee payable by the Customer for a proof of payment request from Thunes;
6. Reversal Fee means the fee payable by the Customer for a Reversal request, whether or not successful;
7. Stablecoin Set Up Fee means the fee that applies to the initial enablement of stablecoin pre-funding capabilities for the Customer; and
8. Treasury Management Fee means the fee Thunes will charge the Customer where the Inward Payment received by Thunes and the corresponding Outward Payment are in the same currency (a Like for Like Transaction). The applicable currencies are AED, IDR, MXN, PHP, SAR, XAF, XOF, and such other currency as determined by Thunes from time to time.

Fine means any fine, assessment, uplifted service fee, similar charge or other additional payment imposed by any Network Partner or by any regulatory or governmental authority.

Force Majeure Event means an event beyond the reasonable control of a party, including (without limitation) (a) a strike or other labour dispute or labour shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service or inability or delay in obtaining adequate supplies; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) Applicable Law or action or inaction of governmental or regulatory authority.

Initial Term means the Initial Term indicated on an Order Document.

Insolvency Event means, in respect of a party, the occurrence of one or more of the following events: (a) an inability to pay its debts when they become due; (b) the making of an order, or passing of a resolution, for that person’s liquidation, administration, winding-up, or dissolution (apart from for the purposes of a solvent amalgamation or reconstruction); (c) the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of the assets of that person which is not discharged within 14 days; (d) the entering into or proposal of any composition or arrangement with that person’s creditors generally; (e) Customer stops or threatens to stop carrying on all or part of Customer’s business and/or (f) anything analogous to any of the events described in (a) – (e) above being suffered by that person in any jurisdiction.

Intellectual Property Rights means rights (and applications for such) relating to intellectual property, such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Thunes’s intellectual property includes all domain names, patents and all logos related to the Services and the Thunes Technology. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks, and/or trade dress of Thunes. 

Inward Payment means (i) funds received into a Thunes Payments Account originating from, or for the benefit of, Customer or an End Customer which identifies the Beneficiary as the intended recipient and beneficiary of the funds in accordance with a Payment Instruction and/or (ii) funds received into a Thunes Payment Account as a result of a Payment Instruction initiated via the Thunes Technology pursuant to which Thunes is directed to capture funds from an End Customer in respect of a payment from that End Customer to the Customer.

For the purposes of this Agreement, “funds” shall be deemed to include any currency that is legal tender in its jurisdiction of issue and any cryptoasset or digital asset (excluding electronic money tokens) that purports to maintain a stable value by referencing another asset, value or right (or a combination thereof) including one or more official currencies (Digital Asset) and “currency” shall be construed accordingly to include such Digital Assets.

Legal Process Request means any demand, subpoena, order, request, notice, direction or other similar communication from any government, law enforcement or similar agency.

Losses means any and all claims, penalties, fines, demands, actions, losses, liabilities, costs, interest, reasonable expenses and damages of any kind or nature (including, but not limited to, reasonable legal fees). 

Monthly Volume Target means the value of Transactions (excluding any Refunds or Reversals) processed by Thunes on behalf of a Customer in any given calendar month. 

Network Partners means the partners, Payment Method Providers, banks, Payment Method Acquirers, Card Networks and any other business or institution which assists or partners with Thunes in the provision of its Services.

Network Rules means the guidelines, rules, operating regulations, requirements, procedures and/or waivers issued by each Network Partner and/or Thunes that Customer agrees to comply with by enabling or using a Payment Method. If any third party (e.g. technical service provider) is used in connection with a Payment Method, any additional or deviating rules set by such third party will be considered part of the Network Rules for that Payment Method. Network Rules may be amended or supplemented by Network Partners, Thunes and/or other third parties from time to time. Relevant Network Rules may be located on or accessible from the Website, including on the legal page of the Website (where these terms are located).

Network Terms means the Thunes Network Partner Terms as amended and updated by Thunes from time to time and found here https://www.thunes.com/legal-thunes-network-partner-terms/.

Order Document means the order document entered into between Thunes and Customer incorporating these Terms and containing, amongst other things, the commercial terms of the Agreement including the Fees.

Outward Payment means (i) a payment transaction whereby Thunes transfers funds (which may be net of Permitted Deductions) received into a Thunes Payments Account as a result of an Inward Payment to the designated bank account or other account of the applicable Beneficiary in accordance with a Payment Instruction and/or (ii) a payment transaction whereby Thunes transfers funds (which may be net of Permitted Deductions) received into a Thunes Payments Account as a result of the Customer selling goods and/or services or providing an ecommerce platform to an End Customer to the Customer Bank Account.

Payment means each Transaction processed or received by Thunes on Customer’s behalf from Customer or an End Customer.

Payment Instruction means an instruction containing the required information (as notified by Thunes to Customer from time to time) received by Thunes for the purposes of facilitating and processing a Transaction.

Payment Methods means the payment methods supported by Thunes allowing for the collection and payout of funds and as available through the Network Partners.

Payment Method Acquirer means a third-party financial or other institution that Thunes or a Network Partner has authorised to (a) sponsor or submit Transactions to Thunes or the Network Partner for authorisation and clearing; and (b) receive and remit settlement funds for authorised and cleared Transactions.

Payment Method Provider means the provider of a Payment Method (which may include a Payment Method Acquirer).

Permitted Deductions means any tax deduction required by Applicable Law, Thunes Payments, any applicable Network Partner charges, Fines, Disputes, Refunds and Reversals together with any fees, costs or charges related to the aforementioned.

Personal Data means data and/or information, including personal information, related to an individual person as such meanings are interpreted in accordance with relevant Data Protection Laws. The terms controller, data subject, process, processor and supervisory authority and all equivalent terms will have the meanings given to them relevant by Data Protection Laws and/or be construed in accordance with such laws. 

PCI-DSS means the Payment Card Industry Data Security Standard. 

Post Paid Line as set out in Section 10 of the Terms and the Order Document.

Post Paid Payment as set out in Section 10 of the Terms.

Prohibited and Restricted List means the list as may be updated by Thunes (in its discretion) from time to time and found here https://www.thunes.com/legal-thunes-prohibited-and-restricted-list/.

Refund means an instruction initiated by Customer to wholly or partly reverse a Transaction.

Region Specific Terms: means the Region Specific Terms as updated by Thunes from time to time and linked to from both (a) the Thunes Terms and Conditions page here: https://www.thunes.com/legal-thunes-terms/ and (b) the Thunes Entity Table here: https://www.thunes.com/legal-thunes-entity-table/.

Regulatory Authority means any governmental, regulatory authority or law enforcement department, agency, commission, board, tribunal, court, ombudsman, crown corporation or other law, rule or regulation making entity (including any stock exchange or central bank) and any authorised / appointed agents including any auditors appointed to act on such persons behalf that the parties and/or their Affiliates submit to or are subject to the jurisdiction of in respect of the Services.

Reimbursement Period shall have the meaning given in the Order Document, or if no Reimbursement Period is provided for in the Order Document then, in the context of a Post Paid Payment or a Thunes Funded Outward Payment, it shall mean the period from the point in time that Thunes makes a Post Paid Payment to the time that is 30 minutes before the financial markets open in the country in which Customer is located on the immediate next following Business Day.

Representatives means Customer’s directors, shareholders, partners, any other persons with executive control over the Customer and ultimate beneficial owners, as well as Customer’s Authorised Users (if applicable).

Reversals means the reversal, for any reason, of the settlement of funds for a Transaction (which may include a Refund).

Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; (v) any other authorities of bodies as may be relevant to Thunes; or (vi) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and His Majesty’s Treasury.

Services as defined in the Terms.

Terms means the Thunes Terms and Conditions set out here https://www.thunes.com/legal-thunes-terms/.

Third Party Data as defined in Section 6 of the Terms.

Third Party Providers means the providers of third party services, products, or promotions that utilise, integrate with or are ancillary to the Services.

Third Party Services as defined Section 6 of the Terms.

Thunes (we, us, our) means the relevant Thunes entity as set out in your Order Document (or, where there is no relevant Order Document, the Thunes entity providing the Thunes Services).

Thunes Account means the electronic management information portal, area or account in Thune’s systems in which Transaction data and other relevant information to the Services is recorded.

Thunes Entity Table means the table as updated by Thunes from time to time and found here https://www.thunes.com/legal-thunes-entity-table/.

Thunes Exchange Rate means the currency exchange rate which may include a spread and, for the avoidance of doubt, includes any relevant market conversion rate for a Digital Asset in all cases as determined by Thunes, at any given time.

Thunes Funded Outward Payment as defined in Section 10 of the Terms.

Thunes Payments means the Fees, any Losses, any Thunes Funded Outward Payments, Emergency Funding Fees, Post Paid Payments (each as defined in the Terms) and any such other amounts as are owing to Thunes under, or in connection with, this Agreement or any other agreement between Thunes or its Affiliates and Customer or its Affiliates. 

Thunes Payments Account means a bank account or equivalent in Thunes’ name in which Thunes holds Inward Payments and/or other Transaction settlement funds in accordance with Applicable Law.

Thunes Privacy Notice means the privacy notice as amended by Thunes from time to time and found here: Thunes Privacy Notice.

Thunes Technology means the Website, the Thunes Portal, API, Thunes’ SDK, hosted payment page, or drop-in libraries and any other deemed technology provided to Customer by Thunes or its Affiliates to support Customer’s use of the Services, and Thunes’ proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture and documentation (both printed and electronic), network designs, know-how, and trade secrets and including any modifications, improvements and derivative work. 

Transaction means any payment transaction between a Customer, an End Customer and/or a Beneficiary initiated with a Payment Instruction via the Services, including (without limitation) an Outward Payment, an Inward Payment or a Refund.

Transaction Data means Transaction Personal Data and any other data relating to a specific Transaction. 

Transaction Personal Data means personal data relating to a specific Transaction and which it is necessary to process in connection with the provision of the Services.

UK GDPR means the GDPR, as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

Update means a modification, feature enhancement or update to the Services or Thunes Technology that requires Customer to take some action, which may include changing Customer’s implementation of the Services or Thunes Technology.

User Guide means any guidance, instructions, user guides or manuals made available by Thunes to Customer at any time that includes information and requirements relating to the provision of the Services.

Website means the Thunes website at https://www.thunes.com.