TERMS AND CONDITIONS OF SERVICE

Vincero Inc, a Colorado corporation presenting this website under the VinceroPay brand ("Company," "we," "us," or "our"), provides payment, remittance, and foreign exchange (FX) services to both corporate and individual clients (collectively, the "Services"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Vincero Inc.

By using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, the following capitalized words have the following meanings:

2. ACCEPTANCE AND ELIGIBILITY

2.1 Acceptance: By submitting a transaction request, signing a transaction receipt, or otherwise using our Services, you accept and agree to these Terms .

2.2 Eligibility: You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract .

2.3 Corporate Clients: If you are using our Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.4 Right to Refuse: We reserve the right, in our absolute discretion, to refuse to open an account for you or to decline any transaction without providing a reason .

3. KNOW YOUR CUSTOMER (KYC) AND COMPLIANCE

3.1 Information Required: To comply with the Bank Secrecy Act (BSA), Anti-Money Laundering (AML) regulations, and FinCEN requirements, you must provide us with true, accurate, and complete information, including but not limited to:

• Full legal name and date of birth.
• Government-issued identification (e.g., Driver's License, Passport).
• Social Security Number (SSN) or Tax Identification Number (TIN).
• Physical address and contact details.
• Source of funds and purpose of the transaction.
• Beneficial ownership information (for corporate clients).

3.2 Verification: You consent to us using electronic identity verification services, credit reporting agencies, and third-party vendors to verify your identity and the information you provide .

3.3 Ongoing Obligations: You agree to notify us promptly of any changes to the information you have provided. We may request additional information or documentation at any time to comply with our legal obligations .

3.4 Suspicious Activity: If we reasonably believe you are using our Services in connection with fraudulent, illegal, or unethical activity, including money laundering or terrorist financing, we may:

3.5. No Third-Party Onboarding. By completing the account registration process, you expressly warrant and represent that you are opening this VinceroPay account for your own benefit (or for the legal entity that you are duly authorized to represent). You confirm that no third party has instructed, directed, or engaged you to open, hold, or operate this account on their behalf. All beneficial ownership, personal, and business information provided during onboarding must reflect the true account holder(s).

Opening an account as a nominee, agent, or conduit for an undisclosed third party is strictly prohibited and constitutes a material breach of these Terms, which may result in immediate account suspension, termination, and mandatory reporting to relevant financial intelligence units.

• Cancel or suspend the transaction.
• Freeze funds.
• Report you to the appropriate authorities.
• Terminate our relationship with you.

4. OUR SERVICES

4.1 Foreign Exchange (FX) Services: We provide facilities for Clients to enter into Spot FX Contracts and Forward FX Contracts . FX Contracts are for settlement and delivery, not for speculative or investment purposes .

4.2 Remittance/Payment Services: Following the execution of an FX Contract, we may transfer the converted currency to the Beneficiary in accordance with your Payment Instruction .

4.3 No Advice: We do not provide investment, tax, or legal advice. Any market information or commentary we provide is for informational purposes only and should not be relied upon as advice . You must rely on your own judgment when deciding to enter into any transaction.

5. EXCHANGE RATES AND FEES

5.1 Exchange Rates: Exchange Rates quoted by us are indicative and subject to change until confirmed by us in a Deal Confirmation . The rate applied will be the rate prevailing at the time the transaction is processed . We may apply different Exchange Rates to different Clients and through different channels .

5.2 Fees: You agree to pay all applicable fees, charges, and commissions as disclosed to you at the time of the transaction. These may include:

• Transaction fees.
• Correspondent bank charges.
• Cancellation fees.
• Surcharges for certain payment methods.

5.3 Third-Party Charges: You acknowledge that the Beneficiary's bank or intermediary banks may deduct charges from the remitted amount, which may reduce the amount received by the Beneficiary .

6. INSTRUCTIONS AND COMMUNICATIONS

6.1 Giving Instructions: You may provide instructions to us by telephone, or by email. Telephone calls may be recorded for quality and compliance purposes .

6.2 Instructions Are Binding: All instructions received by us that appear to be from you or your Authorized Person are binding on you . We are entitled to act upon such instructions without further verification.

6.3 Accuracy: You are responsible for ensuring the accuracy of all details provided in your instructions, including Beneficiary information . Once a transaction has been submitted, it cannot normally be changed. We are not liable for losses resulting from your errors or omissions .

6.4 Cut-Off Times: Transactions received after our cut-off time may be processed on the next Business Day.

7. CLIENT OBLIGATIONS AND REPRESENTATIONS

7.1 You represent and warrant that:

• All information you provide to us is true, accurate, and complete.
• The funds you are sending are not derived from illegal activities.
• You have a legitimate commercial or personal need for the currency you purchase (not for speculation or investment).
• You will comply with all applicable laws and regulations.
• You are acting on your own account and not on behalf of any other person unless disclosed.

7.2 You will reimburse us for any costs, losses, or liabilities we incur arising from your breach of these Terms or your failure to provide accurate information .

8. CANCELLATION AND REFUNDS

8.1 No Automatic Right to Cancel: Once a transaction is submitted, you do not have an automatic right to cancel it .

8.2 Cancellation Requests: We may, at our discretion, attempt to cancel or recall a transfer upon your request. Any such request is subject to confirmation from the Beneficiary's bank or correspondent banks . We do not guarantee that a cancellation request will be successful.

8.3 Cancellation Fees: If a cancellation is successful, we may deduct:

• Our cancellation fee.
• Correspondent bank cancellation charges.
• Any exchange rate losses.

8.4 Refunds: Refunds will be processed at the prevailing Exchange Rate at the time of the refund, which may be less favorable than the original rate . All costs associated with the refund will be borne by you.

9. LIMITATION OF LIABILITY

9.1 To the fullest extent permitted by law, Vincero Inc shall not be liable for:

• Any loss, delay, error, omission, or misinterpretation in the transmission of messages or funds.
• Any delay caused by the clearing system of the country to which funds are sent.
• Any act, default, or negligence of the Beneficiary's bank, correspondent banks, or intermediaries.
• Any loss of profits or special, indirect, or consequential loss or damages.
• Any loss resulting from Exchange Rate fluctuations.
• Any Force Majeure Event.

9.2 Our total liability to you in connection with any transaction shall not exceed the amount of fees paid by you for that transaction, except as otherwise required by applicable law.

9.3 Nothing in these Terms excludes or limits our liability for fraud, gross negligence, or willful misconduct, or for any liability that cannot be excluded by applicable law.

10. CLIENT MONEY AND SAFEGUARDING

10.1 Safeguarding: We hold Client funds in segregated accounts separate from our operational funds, in accordance with applicable requirements .

10.2 No Interest: You are not entitled to any interest or other income that may accrue on Client funds held by us .

10.3 Non-Safeguarded Funds: Funds in transit, funds subject to immediate transfer instructions, and funds held as security for Forward FX Contracts are not protected under safeguarding frameworks while in use .

11. FORWARD FX CONTRACTS

11.1 Security Payment: For Forward FX Contracts, we may require you to provide a security payment (deposit) . This protects us against adverse currency movements prior to the Value Date.

11.2 Margin Calls: If the market moves against your Forward FX Contract, we may require additional security payments (Margin Calls) . Failure to meet a Margin Call may result in the termination (Close Out) of the contract at your expense .

11.3 Default: If you fail to settle a Forward FX Contract on the Value Date, we may Close Out the contract and hold you liable for any losses incurred .

12. ADDITIONAL PROTECTIONS FOR SENIORS (AGE 65 AND OVER)

VinceroPay is committed to protecting senior clients (individuals aged 65 and older) from financial exploitation, fraud, and accessibility barriers. The following additional protections apply to senior clients:

12.1 Enhanced Fraud Monitoring: We maintain heightened monitoring protocols to detect unusual or potentially fraudulent transaction patterns associated with senior accounts. Indicators we may review include, but are not limited to:

• Sudden or significant changes in transaction frequency or volume.
• Transfers to newly added or unfamiliar Beneficiaries.
• Unusual urgency or pressure in transaction requests.
• Inconsistencies in client communications or instructions.

12.2 Right to Pause or Flag Transactions: If we reasonably suspect that a senior client is the victim of a financial scam, exploitation, or undue influence, we reserve the right to:

• Temporarily pause or delay a transaction for additional review.
• Request additional verification, documentation, or clarification before processing.
• Decline to process the transaction if we are unable to satisfy our compliance or fraud prevention concerns.
• Notify designated emergency contacts (if previously authorized by you) in accordance with applicable law.
• File reports with appropriate regulatory or law enforcement agencies as required by law, including the Colorado Attorney General's Elder Abuse Hotline or the FTC's National Elder Fraud Hotline.

13. TERMINATION AND SUSPENSION

13.1 We may suspend or terminate your access to our Services at any time, with or without notice, if:

• You breach these Terms.
• You provide false or misleading information.
• We suspect fraudulent, illegal, or unethical activity.
• We are required to do so by law or regulation.

13.2 Upon termination, any outstanding FX Contracts will be settled or Closed Out in accordance with these Terms .

14. RECORDING AND MONITORING

14.1 We may record and monitor telephone calls and electronic communications for:

• Quality assurance and training purposes.
• Compliance with regulatory requirements.
• Fraud detection and prevention.

15. PRIVACY AND DATA PROTECTION

15.1 Your personal data will be collected, used, and shared in accordance with our Privacy Policy, which is incorporated by reference into these Terms. You acknowledge that you have read and understood our Privacy Policy.

16. CHANGES TO THESE TERMS

16.1 We may amend these Terms from time to time. Material changes will be communicated to you by email or through a prominent notice on our website .

16.2 Your continued use of our Services after the effective date of any changes constitutes your acceptance of the revised Terms.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 These Terms and all transactions conducted hereunder shall be governed by the laws of the State of Colorado and applicable federal law.

17.2 Any disputes arising out of or in connection with these Terms shall be resolved through the following process:

• Good Faith Negotiation: You agree to attempt to resolve any dispute through informal negotiations with our Compliance Department.
• Arbitration: If negotiations fail, disputes shall be resolved by binding arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association. Judgment upon the award may be entered in any court having jurisdiction.
• You may also file a complaint with the Colorado Division of Banking or the Consumer Financial Protection Bureau (CFPB).

18. COMPLAINTS

18.1 If you have a complaint, please contact us at: service@vinceropay.com

18.2 We will acknowledge your complaint promptly and seek to resolve it in accordance with our internal complaint handling procedures.

19. GENERAL PROVISIONS

19.1 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect .

19.2 Entire Agreement: These Terms constitute the entire agreement between you and us regarding their subject matter and supersede all prior communications .

19.3 Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that or any other provision.

19.4 Assignment: You may not assign these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms upon notice to you.

20. CONTACT INFORMATION

Legal entity: Vincero Inc
Principal office: 4702 Larimer Pkwy, Johnstown, CO 80534, United States

For any questions regarding these Terms, please contact us: service@vinceropay.com