Calen Terms of Service

The Customer confirms that it is entering into this Agreement solely for the purposes of a trade, business, or profession, and not as a consumer. The Customer further confirms that it is not a natural person acting outside of a trade or business, and that it is not a charity, unincorporated association, or micro-enterprise seeking the specific consumer-style protections that certain payment services regulations extend to those categories of user.

Where applicable law permits parties to a payment services contract to agree that some or all of the consumer information and pre-contractual disclosure requirements, and the specific timing and notification provisions that would otherwise apply, do not apply to a commercial customer, the Customer and Calen agree that those requirements do not apply to this Agreement. This includes provisions in the United Kingdom's Payment Services Regulations, equivalent Canadian retail payment protections, and equivalent United States regulations, to the extent those provisions permit a contractual opt-out for business customers. Calen is accordingly not required to provide the specific pre-contractual information, confirmation of receipt timing, or execution timing disclosures that those regulations would otherwise mandate for a retail consumer.

Notwithstanding the opt-out described above, the Customer must notify Calen of any transaction it reasonably believes to be unauthorised or incorrectly executed within three months of the debit date of that transaction. A notification received after this three month window will not entitle the Customer to a refund, correction, or investigation under this Agreement, regardless of when the Customer became aware of the discrepancy. Calen encourages the Customer to review its Global Ledger regularly so that any such issue is identified and reported well within this window.

The Customer acknowledges that its opt-out under this section is a material term of the commercial pricing and service levels offered under its Pricing Plan, and that Calen would not offer the Services on the same commercial terms to a customer that did not qualify for, or that revoked, this opt-out.

The Customer may create Authorised User accounts to allow its directors, employees, and designated agents to access the Calen dashboard. Unless Calen has agreed otherwise in writing, a Customer account may have a maximum of ten active Authorised Users at any one time. A request to increase this limit must be submitted in writing to your account manager or to support@calen.finance, and will only take effect once Calen confirms the increase in writing.

The Customer is solely and absolutely responsible for every action taken, every data transfer initiated, and every transactional entry submitted through an Authorised User's credentials, whether or not that action was actually authorised by the Customer internally. This includes payment instructions, currency conversions, changes to payee details, invitations of new Authorised Users, and any instructions issued through the API using credentials associated with the Customer's account. Calen is entitled to treat any instruction received through a validly authenticated Authorised User session as an instruction from the Customer itself.

The Customer must ensure that each Authorised User maintains the confidentiality of their login credentials, does not share credentials between individuals, and enables any multi-factor authentication method that Calen makes available. The Customer must enforce a mandatory password rotation for every Authorised User at least once every three months, to reduce the risk of credential compromise through cached browser sessions, shared devices, or portal caching on corporate hardware.

The Customer must promptly deactivate any Authorised User who leaves the Customer's employment, changes role, or otherwise no longer requires access, and must notify Calen immediately if it suspects that any credentials have been lost, stolen, or compromised. Calen may suspend any Authorised User's access at its discretion where it reasonably suspects a security risk, without liability for any resulting disruption to the Customer's operations.

Calen makes available Virtual Accounts denominated in United States Dollars, Euros, and British Pounds, with further currencies added from time to time and listed in the Customer's dashboard. Each Virtual Account is a stored-value digital wallet, technically provisioned and held through an underlying licensed Payment Services Provider, and is reflected in the Customer's Global Ledger in real time.

Balances held in a Virtual Account do not earn interest of any kind, and no interest will accrue to the Customer's benefit regardless of the size or duration of the balance held. A Virtual Account is not a retail bank deposit account, is not covered by any deposit guarantee or insurance scheme applicable to retail bank accounts, and does not carry the protections that such a scheme would otherwise provide. Funds held in a Virtual Account are instead safeguarded in accordance with the arrangements the relevant Payment Services Provider maintains for that purpose.

The Customer may fund a Virtual Account only through the corporate clearing rails connected to its account, such as verified corporate bank wire, ACH, Faster Payments, or SEPA transfer from an account held in the Customer's own legal name. Calen does not accept funding from personal accounts, third party accounts, or any funding source that has not passed the Customer's onboarding verification. Withdrawals from a Virtual Account are subject to the minimum withdrawal amount displayed in the Customer's dashboard for the relevant currency, and Calen may impose additional verification steps on withdrawal instructions that appear unusual for the Customer's account history.

Calen may, acting reasonably, delay, decline, or reverse a funding or withdrawal instruction where it is required to do so by law, where the underlying Payment Services Provider declines to process it, or where Calen reasonably suspects the instruction is connected to fraud, error, or a breach of this Agreement.

The Customer may convert funds between currencies held in its Virtual Accounts instantly through the Calen dashboard. Conversions are priced using a fixed percentage spread applied to an institutional mid-market reference rate, as set out in the Customer's Pricing Plan. The applicable spread is displayed to the Customer at the point a conversion is initiated, and the rate quoted at that point is honoured for that specific conversion instruction provided it is confirmed within the quotation window shown on screen.

Calen sources its institutional mid-market reference rates from third party liquidity and rate providers, and does not guarantee that these rates will match the rate available to the Customer from any other provider at the same moment. Calen reserves the right to reject a conversion instruction, or to cancel a pending settlement queue, where the underlying funding balance required for that conversion has not yet cleared, where the relevant currency pair experiences unusual volatility that prevents Calen or its Payment Services Provider from sourcing the quoted rate, or where completing the conversion would breach a limit set out in this Agreement or the Customer's Pricing Plan.

Where Calen cancels a pending conversion or settlement for a reason described in this section, it will notify the Customer through the dashboard and, where funds have already been debited, return those funds to the originating Virtual Account without deduction of the conversion spread. Calen is not liable for any change in the market rate that occurs between the time of cancellation and the time the Customer resubmits a replacement instruction.

The Services include embedded software agents that operate autonomously within the Customer's workflow to support Automated Accounting. These agents may parse invoices and other financial documents uploaded by the Customer, estimate applicable withholding tax and other multi-jurisdictional tax liabilities based on the data available to them, and push corresponding ledger entries to the Customer's connected accounting software, including Xero or QuickBooks.

These agents are decision-support and workflow tools. They are not a substitute for the Customer's own finance function, tax advisor, or legal counsel, and Calen does not guarantee that any output they generate, including a parsed invoice field, an estimated tax calculation, or a proposed ledger entry, is complete, accurate, or compliant with the tax law of any jurisdiction. Tax rates, thresholds, and treaty positions change frequently and can vary based on facts the agents do not have visibility into.

The Customer remains solely responsible for reviewing and confirming the accuracy of any auto-generated payment instruction field, tax calculation, or ledger entry before it is executed or relied upon. Where the Services allow an agent to execute a payment instruction automatically once a Customer-defined approval rule is met, the Customer is responsible for configuring that rule correctly and for the consequences of any instruction executed under it. Calen is not liable for a loss arising from the Customer's decision to rely on an agent's output without performing this review.

The Customer must not use the Services for any illicit, fraudulent, speculative, or high-risk purpose, and must not use the Services to process funds connected to money laundering, terrorist financing, sanctions evasion, or any other financial crime. The Customer must not use the Services in connection with any business operating in an unregulated sector or in a jurisdiction that Calen or its Payment Services Provider has designated as unauthorised, as communicated to the Customer or published in Calen's onboarding materials.

The following activities are absolutely prohibited on the Calen platform.

• Accepting or depositing physical cash into any Virtual Account, by any means.
• Issuing, accepting, or depositing paper checks or other physical negotiable instruments.
• Sending or receiving anonymous peer-to-peer transfers where the counterparty cannot be identified and verified.
• Operating an unlicensed money services business, unlicensed lending activity, or unlicensed gambling operation through a Calen account.
• Processing funds connected to weapons trafficking, narcotics trafficking, human trafficking, or the financing of terrorism.
• Attempting to structure transactions to avoid a reporting threshold, verification step, or monitoring control applied by Calen or its Payment Services Provider.

Calen actively monitors accounts for activity consistent with the categories above and for activity connected to restricted corridors. Where Calen identifies a breach of this section, it may immediately freeze the affected funds, suspend or terminate the Customer's access to the Services, report the activity to the relevant regulator or law enforcement body, and levy an administrative reversal fee to cover the cost of unwinding the affected transaction, in each case without prior notice to the Customer where notice would be inappropriate given the nature of the suspected breach.

Nothing in this Agreement limits or excludes a party's liability for fraud, for death or personal injury caused by its negligence, or for any other liability that cannot be limited or excluded under applicable law. Subject to that sentence, this section sets out the entire liability of Calen, its officers, employees, and Payment Services Providers, to the Customer arising out of or in connection with this Agreement.

Calen's total aggregate liability to the Customer under or in connection with this Agreement, whether arising in contract, tort, including negligence, breach of statutory duty, or otherwise, is limited to an amount equal to one hundred percent of the processing fees actually paid by the Customer to Calen during the twelve months immediately preceding the event giving rise to the claim.

Calen is not liable to the Customer for any indirect, special, incidental, or consequential loss or damage, including loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of anticipated savings, even where Calen has been advised of the possibility of such loss. Calen is not liable for any delay or failure in the execution of a payment, conversion, or settlement instruction to the extent that delay or failure is caused by a third party clearing network, correspondent bank, or Payment Services Provider acting outside of Calen's direct control.

The Customer agrees to indemnify and hold harmless Calen, its officers, employees, and Payment Services Providers against all claims, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with the Customer's breach of this Agreement, the Customer's operational default, the actions of the Customer's Authorised Users, or the Customer's use of the Services in a manner not permitted by this Agreement.

Calen processes corporate metadata relating to the Customer's account and personal data relating to the Customer's Authorised Users, directors, and ultimate beneficial owners in accordance with our published Privacy Policy, which is incorporated into this Agreement by reference. The Customer confirms that it has brought the Privacy Policy to the attention of the individuals whose personal data it provides to Calen in connection with this Agreement.

The Customer grants Calen a royalty-free, worldwide, transferable licence to use historical transactional metadata generated through the Customer's use of the Services, including transaction volumes, corridor patterns, and processing timelines, for the purposes of executing the Customer's workflows, detecting and preventing fraud across Calen's network, and monitoring and optimising the uptime, performance, and reliability of the Services. This licence does not extend to the disclosure of the Customer's identifiable transactional metadata to unrelated third parties for their own marketing purposes.

Where Calen processes personal data on the Customer's behalf as a processor, in particular data belonging to the Customer's own end customers or payees, the terms of our standard Data Processing Agreement, available on request, apply to that processing and are incorporated into this Agreement.

The identity of the Calen entity that is a counterparty to this Agreement, and the law and forum that govern any dispute, depend on where the Customer is established, as set out in the table below.

Where the Customer is established in the United States, any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, will be resolved exclusively through final and binding arbitration on an individual basis, administered under the commercial arbitration rules then in effect for the administering body agreed by the parties, seated in San Francisco, California. The Customer and Calen each waive any right to a jury trial and any right to bring or participate in a class action, collective action, or representative proceeding against the other, and the arbitrator has no authority to consolidate claims or to preside over any form of class or representative proceeding.

Where the Customer is established in the United Kingdom, Canada, or any jurisdiction other than the United States, this Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of England and Wales, and the Customer and Calen Payments Ltd submit to the exclusive jurisdiction of the courts of England and Wales.

If any provision of this section is found to be unenforceable in a particular jurisdiction, that finding does not affect the enforceability of the remainder of this Agreement, and the parties will apply the closest enforceable equivalent to the original provision in that jurisdiction.