We refer to the following account(s) which TranSwap Technologies (UK) Ltd, regulated by the Financial Conduct Authority (Firm Reference Number 963951), have opened and/or has deposited or will deposit with Banking Circle and J P Morgan banks:

Account Name: TranSwap Technologies (UK) Ltd, Account unique identifier: Client Deposit Account. As reflected in the bank's systems collectively, the “Safeguarding Account”. For each of the Safeguarding Account[s] identified above we acknowledge that we have notified you that:

1. We are under an obligation to keep [money/assets] we hold belonging to our customers separate from our own [money/assets]

2. We have opened, or will open, the Safeguarding Account for the purpose of depositing [money/assets] with you on behalf of our customers, and

3. We hold all [money/assets] standing to the credit of the Safeguarding Account in our capacity as trustee under the laws applicable to us.
For [each of] the Safeguarding Account[s] above you agree that:

4. You do not have any interest in, or recourse or right against, [money/assets] in the Safeguarding Account for any sum owed to you, or owed to any third party, on any other account (including any account we use for our own [money/assets]), except as permitted by [regulation 23(14) of the Payment Services Regulations / regulation 24(1) of the Electronic oney Regulations 2011]. This means, for example, that you do not have any right tocombine the Safeguarding Account[s] with any other account and any right of set-off or ounterclaim against [money/assets] in the afeguarding Account, except following an nsolvency event (as defined in regulation [23 of the Payment Services Regulations 2017 Regulation 22 of the Electronic Money Regulations 2011]), and:
(a) to the extent that the right of set-off or counterclaim relates to your fees and xpenses in relation to operating the Safeguarding Account, or
(b) if all the claims of our customers have been paid.

5. You will title, or have titled, the Safeguarding Account as stated above and that this title is ifferent from that of any other account containing [money/assets] belonging to us or to anythird party.

6. You are required to release on demand all [money/assets] standing to the credit of the afeguarding Account on proper notice and instruction from us or a liquidator, receiver, dministrator, r trustee (or similar person) appointed for us in bankruptcy (or similar procedure), in any relevant jurisdiction, except:
(a) to the extent that you are exercising a right of set-off or security right as permitted by [regulation 23(14) of the Payment Services Regulations / regulation 24(1) of the Electronic Money Regulations 2011], or
(b) until the fixed term expires, any amounts currently held under a fixed term deposit arrangement which cannot be terminated before the expiry of the fixed term, provided that you have a contractual right to retain such [money/assets] under (a) or (b) and that this right is notwithstanding paragraphs 1 to 3 above and without breach of your agreement to paragraph 4 above.We acknowledge that:

7. You are not responsible for ensuring our compliance with our own obligations, including as trustee, for of the Safeguarding Account[s].
You and we agree that:

8. The terms of this letter shall remain binding upon the parties, their successors, and assigns, and, for clarity, regardless of any change in any of the parties’ names.

9. This letter supersedes and replaces any previous agreement between the parties involving the Safeguarding Account[s], to the extent that such previous agreement is inconsistent with this letter.

10. If there is any conflict between this letter and any other agreement between the parties over the Safeguarding Account[s], this letter agreement shall prevail.

11. No variation to the terms of this letter shall be effective unless it is in writing, and signed by the parties.

12. This letter will be governed by and construed in accordance with the laws of the United Kingdom and shall be subject to the non-exclusive jurisdiction of the court of Great Britain”; and

13. The courts of United Kingdom and shall be subject to the non-exclusive jurisdiction of the court of Great Britain have non-exclusive jurisdiction to settle any dispute or claim from or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims).