Bank RBK Commercial Demand Deposit Account Agreement

Bank RBK JSC Commercial Demand Deposit Account Agreement

Revised August 17, 2025

IMPORTANT – PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A PROVISION REQUIRING CERTAIN CLAIMS TO BE RESOLVED THROUGH BINDING ARBITRATION OR IN ACCORDANCE WITH THE LEGISLATION OF THE REPUBLIC OF KAZAKHSTAN.
Customer service contact information
Servicer: Modu Technologies Ltd.
Support URL: https://modu.kz/en/contacts

This Bank RBK Commercial Demand Deposit Account Agreement (the “Agreement”) contains the terms and conditions governing the deposit account (“Checking” or the “Account”) made available to you in connection with your Modu Business Account and provided by Bank RBK JSC, referred to as “Bank,” “we,” “our,” and “us.” Bank RBK is a licensed depository financial institution of the Republic of Kazakhstan and a participant of the Kazakhstan Deposit Insurance Fund (KDIF).
“Account Owner” refers to the legal owner of the Account. “You” and “your” means the Account Owner, authorized signer, and any other person authorized to operate your Account. You may submit a request to open the Account via the Modu Platform (as defined in this Agreement). Modu Technologies Ltd. (“Servicer”) is a service provider that performs certain services related to your Account on our behalf. When we say “We may” or “Bank may” do something, that means you authorize us and agree to such action. Bank may refuse to process any transaction(s) that it believes may violate the terms of this Agreement or Applicable Law.
Your deposits with us are insured by the Kazakhstan Deposit Insurance Fund (KDIF) up to the maximum limits allowed by law (currently up to KZT 20,000,000 depending on currency and deposit type). Information and tools describing how deposit insurance coverage works are provided by KDIF at www.kdif.kz or by calling +7 (727) 333-12-04.
By agreeing to these terms, you agree to be bound by Bank RBK’s Privacy Notice (available at https://www.bankrbk.kz/privacy).
By agreeing to these terms, you acknowledge that you have or will have agreed to the terms contained in the following documents:

Modu Platform Agreement (available at https://www.modu.kz/legal/platform-agreement)
Modu Business Account Terms (available at https://www.modu.kz/legal/business-account-agreement)
Modu Privacy Policy (available at https://www.modu.kz/legal/privacy)

Definitions“Applicable Law” means, with respect to either party and as may be amended and in effect from time to time, any laws, statutes, regulations, rulings, orders, and/or guidance, including the Rules, that legally apply to either party in the Republic of Kazakhstan.
“Authorized Users” means individuals for whom you may request and assign Login Credentials to access your Account.
“Modu Business Account” means your account with Servicer.
“Business Day” means Monday through Friday, excluding official public holidays of the Republic of Kazakhstan.
“Beneficial Owner” has the meaning assigned under the Law of the Republic of Kazakhstan “On Combating Legalization (Laundering) of Proceeds from Crime and Financing of Terrorism” and related regulations, including as they may be amended from time to time.
“Eligible Instruction” means any funds transfer or transaction request, payment instruction, or other instruction related to your and your Authorized Users' use of the Account that is submitted in compliance with the Security Procedures through the Modu App.
“Login Credentials” means the unique username and password that you create for access to your Account through the Modu App.
“Security Procedures” means the Login Credentials and certain procedures and controls, including but not limited to, Servicer’s dual- or multi-factor authentication process, for use in securely accessing your Account through the Modu App.
“Modu App” means Servicer’s software application that allows you to access your Account on a mobile device and/or the Modu Website.
“Modu Website” means Servicer’s website at www.modu.kz that allows you to access your Account online, in connection with your Modu Business Account.
“KZT” means Kazakhstan Tenge, the lawful currency of the Republic of Kazakhstan.

b. Electronic DocumentsTo the fullest extent permitted by the legislation of the Republic of Kazakhstan, this Agreement, notices and other communications (collectively, “Communications”) from Bank to you regarding your Account(s) and related services with Bank may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. You may print a paper copy of or download any electronic communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. Bank reserves the right to provide Communications in paper format at its discretion.
Your consent to receive Communications electronically is valid until you revoke your consent by notifying Bank of your decision to do so by contacting Servicer through the support channels indicated above. If you revoke your consent to receive Communications electronically, Bank reserves the right to terminate your right to use the Account and related services, and you accept sole liability resulting from such termination of your Account and related services, to the extent permitted by law.
Except as expressly provided otherwise in this Agreement, Bank may mail, send electronically, or otherwise make Communications available to you. If Communications are mailed to you, they will be delivered to you at the postal address on file. If Communications are sent to you electronically, they will be delivered to you at the email address on file or otherwise made available to you, including through the Modu App. Bank retains printable versions of notices to the extent required by Applicable Law. Regardless of the method in which a Communication is delivered or made available to you, you agree to review Communications promptly.
c. Telephone CommunicationBy providing a phone number, you are expressly consenting to receive Communications related to your Account at that number from Bank, Bank’s agents, and Servicer. Such Communications may include, but are not limited to, text messages, prerecorded or artificial voice message calls and/or calls made by an automatic telephone dialing system. This express consent applies regardless of the call’s purpose.
You acknowledge that charges imposed by your mobile operator may apply to such Communications and agree that Bank and Servicer are not responsible for such charges.
d. Telephone Monitoring / RecordingBank and Servicer may monitor and/or record telephone calls between you and Bank or Servicer, including to assure the quality of Bank’s or Servicer’s service team or as required by Applicable Law. You agree that any recorded communications may be admitted as evidence in any litigation, arbitration, controversy, hearing, or other proceeding in the Republic of Kazakhstan, to the extent permitted by law.

3. Account Ownership and Use
a. Purpose
Your Account is subject to the terms and conditions set forth in this Agreement. Your Account is made available to you as part of a Modu Business Account, and you must agree to the Modu Business Account Terms in order to receive an Account.
Your Account is offered under this Agreement for the purposes of conducting deposit, withdrawal, and funds transfer transactions. The individual executing this Agreement must provide us, through the Modu App, with evidence to our satisfaction of the authority of the individuals who act on behalf of the Account Owner. With regard to any transactions or other matters involving the Account, we may act on the instructions of the person(s) authorized in the resolutions, banking agreement, or power of attorney to act on behalf of the Account Owner. You agree to notify us in writing of any changes in the person(s) authorized or the form of ownership.
If we receive conflicting instructions or a dispute arises as to authorization with regard to the handling of the Account, you agree we may place a hold on the Account until such conflict or dispute is resolved to our satisfaction and we will not be liable for dishonored items as a result of such hold.
You are liable to us for all debit balances in the Account, including, without limitation, overdrafts and account charges, and promise to pay, upon demand, any and all debit balances, all fees and charges, and Bank’s reasonable legal fees and costs and expenses of collection, including, but not limited to, those incurred at trial and on any appeal, to the extent permitted by the legislation of the Republic of Kazakhstan.

b. OwnershipYour Account shall be owned and titled in the name of one (1) legal entity who shall solely retain the right to direct the deposit or transfer of funds.
c. UseYour use of the Account is subject to all applicable rules, regulations, and customs of payment systems, clearing houses, and other associations involved in transactions in the Republic of Kazakhstan.

d. Multiple Bank AccountsBank, via Servicer, may offer you the ability to open multiple Accounts (“Multiple Bank Accounts”) for a single Account Owner and Company Business Identification Number (BIN). Any reference to your Modu Business Account shall also include all Account(s) established for the Account Owner, unless expressly excluded. You can submit a request to open a new Account in the Modu App. In connection with each such request, you agree to provide Bank with up-to-date and accurate Account Owner information, including information related to its Beneficial Owners, if such information on file with Bank is not up-to-date or accurate.
Bank may refuse to open any Account if you do not provide Bank with information in a timely manner or if Bank determines, in its sole discretion, that the information is not responsive or complete. You acknowledge and agree that the availability of deposit insurance through the Kazakhstan Deposit Insurance Fund (KDIF) is provided on a depositor basis and that creating Multiple Bank Accounts will not in and of itself increase the maximum KDIF deposit insurance coverage available to Company from Bank.
If you breach or default on any of your obligations to us under this Agreement or any other agreement with Servicer or Bank, or if you become subject to any bankruptcy or insolvency, or any similar condition or proceeding, or if we in our discretion deem it otherwise necessary or advisable, we may choose the order and priority of which of your Multiple Bank Accounts to liquidate, sell, pledge, transfer, or otherwise dispose of to set off and discharge obligations that you may have to Servicer or Bank, in accordance with the legislation of the Republic of Kazakhstan.

4. Security procedures
a. General
You may only access your Account through the Modu App and subject to the Security Procedures.
b. Login Credentials
You are solely responsible for safeguarding your Login Credentials.
c. Authorized Users
In addition to your own Login Credentials, you may request and assign Login Credentials to up to ten (10) Authorized Users, unless otherwise agreed to in writing by Bank. You are solely responsible for ensuring that your Authorized Users safeguard their Login Credentials and use them only in accordance with this Agreement. You are also solely responsible for disabling Login Credentials for any individual who is no longer authorized to access the Modu App or initiate transactions on your Account. You, and not Bank, are responsible for any use or misuse of your or your Authorized Users’ Login Credentials. You must promptly notify Servicer of any confidentiality breach or unauthorized use of your Login Credentials or your Account.
d. Eligible Instructions
Any instruction you communicate to Bank via Servicer will be effective as your instruction, whether or not authorized, and regardless of the actual identity of the sender, if it is an Eligible Instruction accepted by Bank via Servicer in good faith. Bank is not obligated to act on any instruction other than Eligible Instructions. You are solely responsible for the accuracy and completeness of each Eligible Instruction.

5. Rate and fee scheduleYou authorize Bank to access your Account to debit any fees, charges, or costs owed to Bank, even if doing so creates an overdraft.

6. DepositsThe following terms apply to deposits made to your Account:
a. Deposit Methods
You may deposit funds to your Account by initiating a funds transfer from another bank account. If enabled by Bank for your Account, you may also deposit funds by other electronic methods offered through the Modu App.
b. Cash, ATM, or Foreign Currency Deposits
You cannot deposit cash or any form of deposit denominated in a foreign currency into your Account. Any attempt to mail us any deposit consisting of cash or foreign currency will be returned to the address we have on file for you. We are not liable if you do not receive the returned funds. You may not make deposits into your Account at any automated teller machine (“ATM”).
c. Mobile Check Deposit
If enabled by Bank for your Account, you may deposit funds to your Account by Mobile Check Deposit, pursuant to Bank’s terms and conditions for mobile check deposit (See Exhibit 1).
d. Right to Refuse Deposits
We may refuse a deposit, or part of a deposit, at any time and for any reason. We also may refuse a deposit after initially accepting it. We will not be liable to you for refusing a deposit, even if it causes us to decline any transactions you have already made.
e. Deposit Discrepancies
When you make a deposit to your Account, we will credit your Account for the amount of the deposited items. We reserve the right to review the deposit and confirm the amount you deposited but are not required to do so. If after any review we determine that the amount credited to your Account is incorrect, we may adjust your Account for the amount of the discrepancy but reserve the right not to do so if the discrepancy would not be a disadvantage to you.
f. Deposit Liability
Bank is not liable for any deposits not received by Bank.

7. Electronic Fund Transfers
The electronic funds transfer system in the Republic of Kazakhstan allows money to be transmitted between participating banks. These transfers are governed by the applicable laws of the Republic of Kazakhstan, including the Law “On Payments and Payment Systems,” and the rules and regulations of the National Bank of Kazakhstan and the National Payment Corporation.
In connection with electronic fund transfers on your Account, you agree that:
a. Applicable Law
We may accept on your behalf payments to your Account, which have been transmitted through interbank transfer systems or the Instant Payment System (IPS). Your rights and obligations with respect to such payments shall be construed in accordance with the laws of the Republic of Kazakhstan. You authorize us or any originating institution to initiate electronic debit or credit entries to your Account in compliance with applicable regulations.
b. Provisional Credit
If your Account receives funds via electronic transfer, then any credit to the Account for such funds is provisional until final settlement is received through the interbank settlement system operated by the National Payment Corporation of Kazakhstan or other applicable clearing institution. If final settlement is not received, you agree that the Bank is entitled to recover from the Account or you, without prior notice or demand, the amount of the provisional credit (even if it results in an overdraft on your Account), and the party originating the payment will not be considered to have paid you the amount of the credit.
c. Notices
We are not required to give you a separate notice of our receipt of an electronic transfer. To determine if a transfer has been credited to your Account, you can review transactions on your Account via the Modu App or you can contact us at the contact information provided above.

8. Withdrawals
The following terms apply to withdrawals from your Account:
a. Manner of Withdrawal
You may make withdrawals from your Account in any manner permitted by us for the type of Account you have opened, including transfers via the Modu App, interbank payment systems, or other channels approved by us. Withdrawals and transfers from your Account may be restricted as provided in this Agreement or by Applicable Law.
b. Withdrawal Restrictions / No Overdrafts
We may refuse or restrict withdrawals and transfers from your Account in our sole discretion for any purpose permitted by Applicable Law. You are not permitted to overdraw your Account. If there are insufficient funds available in your Account to cover a withdrawal or debit presented against your Account, we may reject such withdrawals in our sole discretion.
Even if we choose to process a transaction that results in a temporary negative balance, this does not create any obligation on our part to cover future overdrafts. If your Account balance becomes negative, you must make a deposit immediately to restore a positive balance. We reserve the right to close your Account if the balance remains negative for more than thirty (30) calendar days.
c. Request for Information
Before permitting a withdrawal or other transaction, we may request that you provide additional information or documentation necessary to confirm your identity or to comply with applicable anti-money laundering and counter-terrorist financing regulations. We may refuse the transaction if you do not comply with such request.
g. Payment Cancellation Requests
A request to cancel or stop a payment order, transfer, or other debit transaction from your Account will only be effective if we receive it in a timely manner that affords us a reasonable opportunity to act before the payment is executed.

If the payment has already been processed, posted, or accepted by us or by the recipient’s bank, the payment cannot be canceled or recalled.
Cancellation requests may require you to provide details such as the date, amount, recipient’s account information, and payment reference. If you provide incomplete or incorrect information, we are not liable for failing to cancel the payment.
Some payment types (including card transactions, instant payments, or payments governed by separate agreements) may be non-cancellable once initiated.
Our confirmation of receipt of a cancellation request does not guarantee that the payment has not already been executed.

9. Funds Availability
a. Transaction posting order
The Bank reserves the right to determine the order in which transactions are posted to your Account. The posting order may differ from the sequence in which you authorized the transactions and may affect your available balance at the time items are processed.

Deposits and credits received before the daily processing cut-off time are posted before any withdrawals.
Debits and withdrawals are posted in chronological order, based on the date and time provided with each transaction.

b. Funds Availability
Funds become available depending on the method of deposit and in accordance with Applicable Law. Not all deposits are available for immediate use. If funds are subject to a hold or delay, you may not withdraw them until they are cleared.

Electronic transfers (including local interbank payments and faster payment systems) are typically available on the same Business Day if received before the cut-off time set by the Bank.
Transfers received after the cut-off time or on non-Business Days will be considered deposited on the next Business Day.
International transfers may be subject to longer availability times depending on settlement and correspondent banking processes.
The Bank may, subject to Applicable Law, place holds or delays on funds to mitigate risks of returned or unpaid items.
You may only deposit funds that are immediately available and lawfully yours. If a payment into your Account is reversed or rejected, you must repay the Bank the credited amount.

c. Special rules for new accounts
For Accounts open less than thirty (30) days, functionality may be limited. Transfers and deposits may be subject to provisional crediting or longer holding periods, and transaction limits may be lower, in accordance with Applicable Law or regulatory requirements.

10. Funds Transfers
a. Initiating funds transfers
You may initiate funds transfers (through any method permitted for your Account, including local interbank transfers, instant payment systems, or international transfers) by submitting Eligible Instructions via the Modu App. You authorize the Bank to honor, accept, execute, and initiate any Eligible Instructions it receives. The submission of Eligible Instructions is considered a commercially reasonable method of security against unauthorized transactions.
The Bank has no obligation and bears no liability for refusing to act on any request that does not qualify as an Eligible Instruction. The procedures in place are designed to verify authenticity, not to detect errors in the content or transmission of instructions. You remain solely responsible for any errors not caused by the Bank.
The Bank may screen, delay, or reject any funds transfer request in good faith, including where the transaction may violate Applicable Law (including the laws of the Republic of Kazakhstan and international compliance requirements) or where it exceeds available balances or limits on your Account. The Bank shall not be liable for delays or non-completion of transfers outside of its control.
b. Limitations on transaction amounts
The Bank may impose and adjust transaction limits on your Account at its sole discretion. Limits may differ depending on the type of transfer (local vs. international, regular vs. instant payments) and will be disclosed to you through the Modu App.
c. Accuracy of information
When submitting a transfer request, you are responsible for ensuring the accuracy of all payment details (including recipient name, account number, IBAN, and BIC/SWIFT code, if applicable). The Bank and any intermediary institutions involved may rely solely on the account or identifier numbers you provide, even if these details conflict with the recipient’s name.
The Bank processes transfers strictly based on the information provided and disclaims responsibility for losses arising from incorrect or incomplete information. You are responsible for verifying all details before confirming a transfer, including the identity of the recipient.

d. Bank’s liability for failure to complete transactionsYou are solely responsible for reviewing and reconciling all transactions and balances against the records maintained by the Bank. The Bank shall not be liable for any failure or delay in completing a transaction where such failure arises from causes beyond its reasonable control, including but not limited to compliance checks, regulatory restrictions, technical failures of payment systems, or insufficient funds in your Account.
e. Wire transfersIf wire transfer services are enabled for your Account, you may send or receive international wire transfers (SWIFT). You acknowledge that the Bank may, at its discretion, route and settle any payment order through one or more intermediary or correspondent banks. You agree to reimburse the Bank for all costs, fees, and expenses incurred in transmitting such orders through intermediaries. You further agree to indemnify and hold harmless the Bank from any claims, liabilities, or obligations arising in connection with the use of such intermediaries.
Wire transfer requests are final and cannot be recalled or amended once they have been sent to the Bank for processing. Such requests will only be accepted and executed if sufficient cleared funds are available in your Account at the time of processing. The Bank reserves the right to reject or cancel any wire transfer in its sole discretion, including where it reasonably believes the transfer would breach Applicable Law (including the laws of the Republic of Kazakhstan, AML/CFT obligations, or international sanctions). The Bank shall not be liable for any losses or damages arising from the rejection or cancellation of a wire transfer.

f. Exchange ratesIf enabled for your Account, you may request international wire transfers in a currency other than Kazakhstani tenge (KZT). Such transfers are subject to applicable fees and exchange rates. The Bank may apply a markup when converting from one currency to another, and the total exchange rate applied to your transfer will be disclosed to you in the Modu App at the time of your request.
The Exchange Rate set by the Bank may differ from publicly available rates or rates offered by other institutions. Rates may vary for similar or identical transactions and may differ between the time of request and the time of execution, especially if the transfer is scheduled for a future date. The Bank’s Exchange Rate includes costs of settlement, intermediary bank fees, market risks, and a margin applied by the Bank.

g. Local clearing system transfersIf enabled for your Account, you may initiate funds transfers through the interbank clearing systems of the Republic of Kazakhstan, including the Bank’s participation in the National Bank’s Interbank Clearing System and other local payment infrastructure, subject to the Bank’s applicable terms and conditions.

h. Real-time transfersIf enabled for your Account, you may initiate instant funds transfers through the real-time payment network operated by the National Payment Corporation of Kazakhstan or other instant payment systems supported by the Bank, to deposit accounts at participating financial institutions. Real-time transfers are available twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year.
Please note that once a real-time transfer request has been submitted to the Bank, it cannot be recalled or amended. Requests will only be processed if sufficient and available funds are in your Account at the time of the request. The Bank reserves the right to reject or cancel any real-time transfer at its discretion and shall not be liable for any resulting losses or damages.

i. Funds transfer systemsYou acknowledge that payment orders under this Agreement may be subject to the rules of the payment systems through which they are processed, including but not limited to:
– the Interbank Clearing System and the Gross Settlements System of the National Bank of Kazakhstan,
– the National Payment Corporation of Kazakhstan (instant payments and card settlements),
– SWIFT and correspondent banking networks for international payments,
– or other applicable domestic or international funds transfer systems.
By submitting a payment order, you agree to comply with the rules of the relevant system. The beneficiary’s bank must be a participant of the applicable system or have a correspondent relationship that enables settlement of the transfer.

j. Your liability for unauthorized transfers
You agree to be bound by all payment instructions accepted by the Bank in good faith, and you shall be liable for any losses, expenses, or liabilities resulting from, related to, or caused by the Bank’s processing or execution of such instructions, including in cases of unauthorized, incorrect, incomplete, or fraudulent transactions.
You acknowledge and agree that your Account is intended solely for business purposes. Consumer protection rules applicable to individuals – including laws governing electronic funds transfers for personal accounts – do not apply to your Account.
It is your responsibility to safeguard your login credentials, monitor and reconcile all activity on your Account, and immediately notify Modu Support at https://www.modu.kz/contacts if you believe your credentials have been compromised, or if you suspect that someone has transferred or may transfer funds from your Account without authorization.
Failure to promptly notify the Bank or Modu Support may increase your liability for unauthorized transactions.

11. Deposit Protection and Sweep Programs
a. Deposit Sweep Program
If enabled for your Account, the Bank may, for purposes of liquidity management and risk diversification, allocate part or all of your Account balances into deposit accounts with one or more partner banks in Kazakhstan. These balances (“Sweep Balances”) remain available to you under your Account terms. Sweep arrangements, where applicable, are carried out only with partner banks that are members of the Kazakhstan Deposit Insurance Fund (KDIF).
b. Deposit Insurance
Your deposits with the Bank are protected in accordance with the laws of the Republic of Kazakhstan. Deposits placed with the Bank, as well as Sweep Balances placed with partner banks that are members of the Kazakhstan Deposit Insurance Fund (KDIF), are insured up to the statutory coverage limits (currently up to KZT 20,000,000 per depositor per bank, subject to applicable regulations).

12. Miscellaneous Provisions
a. Notice
Except as otherwise provided in this Agreement, if you must contact the Bank or send any notice required by this Agreement, you must do so by contacting Modu Support at https://www.modu.kz/contacts. Except as otherwise expressly provided in this Agreement, the Bank is not required to act upon any communication, notice, or instruction received from you or any other person, nor to provide prior notice or advice regarding its actions. If the Bank chooses to act upon any such communication, notice, or instruction, it will have a reasonable time to do so after actual receipt.
b. No Waiver
The Bank does not waive any of its rights by delaying or failing to exercise them at any time.
c. Illegal Transactions, Account Restrictions, and Closures
You may not use your Account for any illegal, unlawful, or prohibited transaction. The Bank and Modu reserve the right to decline or block any transaction that, in their reasonable judgment, may pose a risk of illegality, fraud, or non-compliance with applicable laws and regulations.
Use of your Account is further subject to Modu’s Prohibited and Restricted Activities Policy, available at https://www.modu.ai/legal/prohibited-restricted-activities.
You may not use your Account to engage in or facilitate unlicensed payment processing, money transmission, or any other regulated financial activity without the appropriate authorization under Applicable Law.
The Bank and Modu reserve the right to place a hold on, restrict, or close your Account if we suspect irregular, fraudulent, suspicious, unlawful, or otherwise unauthorized activity. We may attempt to notify you of such a hold but are not required to provide prior or subsequent notice. We may also contact you to request additional information. Access to the Account may remain restricted until all issues, including any third-party claims, have been resolved to our reasonable satisfaction.
The Bank may also reject incoming transfers that are suspected to involve fraud, money laundering, or other prohibited activity. The Bank will not be liable for any loss you incur as a result of such restrictions or closures. Notwithstanding the foregoing, the Bank reserves the right to recover any debt or liability arising out of illegal or unlawful transactions, to the extent permitted under Applicable Law.
d. Prohibited Online Gambling Transactions
You certify that you do not engage in, and will not engage in, any activity or business related to online gambling or betting that is unlawful under the laws and regulations of the Republic of Kazakhstan or any other jurisdiction where you operate. You may not use your Account or any Modu services to receive, transfer, or process funds connected with prohibited gambling or any other illegal transactions. The Bank and Modu reserve the right to block or refuse any transaction that we reasonably believe may violate applicable law or this Agreement. The Bank has no obligation to monitor or evaluate the legality of your transactions; however, to the fullest extent permitted by law, you remain liable for any transaction you authorize, even if later determined to be illegal.
e. Administrative Holds
The Bank may place an administrative hold on funds in your Account if they become subject to a legal claim, dispute, or adverse interest (including claims from heirs, beneficiaries, or third parties). Such a hold may remain in effect for as long as the Bank reasonably deems necessary to allow resolution through legal proceedings or until satisfactory evidence of settlement is provided. The Bank is not liable for any payments or withdrawals declined due to such a hold.
f. Right of Set-Off
If your Account balance becomes negative, or if you owe any amounts to the Bank for any reason, the Bank may, without notice, set off such amounts against funds in your Account or any other account you hold with the Bank. You grant the Bank a lien and security interest over all funds held in your Accounts as security for your present and future obligations to the Bank.
g. Linked Accounts
Your Modu Business Account may be linked with other accounts or services within the Modu Platform. By maintaining your Account, you agree that such linkages form part of the Modu Platform Agreement and are subject to its terms.
h. Tax Withholding
You acknowledge that the Bank may be required under applicable law to withhold taxes from certain payments or balances in your Account. If such withholding is required, you agree that the Bank may deduct the required amounts without further notice.
i. Legal Processes Affecting Accounts
If your Account becomes subject to legal action such as seizure, attachment, garnishment, or other process issued by a competent court or government authority in the Republic of Kazakhstan (or another jurisdiction where you operate), the Bank may restrict or suspend withdrawals and transfers from your Account until the process is resolved. The Bank has a first claim to any and all funds in your Account to cover your liabilities under this Agreement. The Bank will not represent or contest such legal action on your behalf and may comply with the order as it deems appropriate without liability to you, even if doing so leaves insufficient funds to cover transactions you have authorized. Any costs or expenses, including legal fees, incurred by the Bank in connection with such legal process may be charged to your Account, and you agree to indemnify the Bank for such costs.
j. Account Inactivity and Dormancy
If no transactions (such as deposits, withdrawals, or payments) are made on your Account for a continuous period of twelve (12) months, the Account may be classified as dormant. Under the laws of the Republic of Kazakhstan, dormant account balances may be subject to transfer to the state in accordance with applicable regulations. If your Account becomes dormant, the Bank may close the Account after providing notice, and small residual balances below the minimum operational threshold may not be returned. You acknowledge and agree that Modu and the Bank are relieved of responsibility once dormant balances are transferred in accordance with applicable law.
k. Confidentiality
The Bank may disclose information about your Account, including transaction details, to Modu or its service providers as necessary to provide you with the Services. The Bank and Modu may also disclose such information to third parties in the following cases:

where it is necessary for completing or verifying transactions;
to confirm the existence and condition of your Account for a credit bureau, merchant, or other authorized party;
to comply with lawful requests from government agencies, courts, or regulators;
if you provide written consent;
to employees, auditors, affiliates, service providers, or legal advisors of the Bank and Modu, as required;
as otherwise necessary to fulfill obligations under this Agreement or applicable law.

l. Account Termination, Cancellation, or Amendment
The Bank may amend or change the terms and conditions of this Agreement at any time by posting the updated version on the Modu App or by other means permitted under the laws of the Republic of Kazakhstan. Unless otherwise required by law, such amendments shall be effective upon posting. You will be notified of material changes in accordance with Applicable Law prior to their effective date. However, if an amendment is made for security reasons or to your benefit, the Bank may implement it without prior notice.
The Bank may suspend or close your Account, or terminate this Agreement, at any time in accordance with Applicable Law. You may request to close your Account at any time by contacting Modu. Your cancellation will not affect the Bank’s rights or your obligations that arose prior to termination.
If your Account is closed, the Bank will return the remaining balance to you via transfer to your designated external account on record, subject to identity and account verification requirements. The Bank reserves the right not to return residual balances below the minimum operational threshold (for example, amounts less than 500 KZT).
m. No Warranty of Availability or Uninterrupted Use
From time to time, the Services may be temporarily unavailable due to maintenance, updates, or other operational reasons. Except as required under Applicable Law, the Bank and Modu shall not be responsible for interruptions caused by factors beyond their control, including but not limited to failures of third-party systems, network outages, software errors, natural disasters, strikes, or other force majeure circumstances.
n. Bank’s Relationship with You
This Agreement and the deposit relationship do not create any fiduciary or agency relationship between you and the Bank. The relationship is strictly that of creditor and debtor. The Bank owes you no fiduciary duties and acts solely as the holder of your funds under the terms of this Agreement and applicable legislation.
o. Systems and Software
The Bank and Modu are not responsible for any losses or damages you may incur due to failures or malfunctions of the systems and software you use to access or connect with our Services, including third-party applications or service providers. You are solely responsible for ensuring that your own systems and software are adequate, properly secured, and capable of accurately processing transactions.
p. No Warranty Regarding Goods or Services
The Bank and Modu are not responsible for the quality, safety, legality, delivery, or any other aspect of goods or services that you purchase using your Account. Any disputes or claims relating to such goods or services must be resolved directly with the merchant or service provider.
q. Survival
All provisions of this Agreement that by their nature should survive termination shall remain in full force and effect after the closure of your Account or termination of this Agreement, including but not limited to provisions relating to liabilities, indemnities, confidentiality, and governing law.
r. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Kazakhstan. You understand that we must comply with Applicable Law, as well as the operating rules of any applicable payment or settlement systems. In the event of any inconsistency between the terms of this Agreement and Applicable Law, Applicable Law shall prevail to the extent such inconsistency cannot be modified by agreement.
s. Severability
If any provision of this Agreement is found to be invalid, unlawful, or unenforceable under Applicable Law, the remaining provisions shall continue in full force and effect.
t. Assignability
Your Account and the rights under this Agreement are personal to you and may not be assigned or transferred without the prior written consent of the Bank. Any pledge or attempted transfer of rights in relation to the Account is subject to the Bank’s prior approval and Applicable Law. The Bank reserves the right to require closure of the existing Account and the opening of a new Account in the name of the transferee or pledgee if ownership is to be transferred.

13. Limitation of Liability
Except as required by Applicable Law, the Bank shall not be liable to you if it is unable to complete a transaction for reasons beyond its reasonable control, including but not limited to failures of payment systems, communication networks, or force majeure events. Except as expressly provided in this Agreement or as otherwise required by Applicable Law, neither the Bank, its affiliates, Modu, nor their employees, contractors, officers, or directors shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to your Account, any products or services purchased using the Account, or this Agreement.
You expressly waive any claims against the Bank relating to negligence, breach of implied obligations, loss of business opportunity, or commercial unreasonableness, except to the extent such waiver is not permitted by Applicable Law. To the extent permitted by law, the Bank’s liability for any proven direct losses caused by its actions or omissions shall be limited to the amount of such direct losses actually incurred.

14. Indemnification
You agree to indemnify and hold harmless the Bank, Modu, and their respective affiliates, employees, contractors, officers, and directors from and against any claims, losses, damages, fines, penalties, liabilities, costs, or expenses (including reasonable legal fees) arising out of:

your use of the Account;
your violation of this Agreement, Applicable Law, or the rights of any third party;
your fraud, willful misconduct, or gross negligence.

The Bank reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully in the defense.

15. Dispute Resolution
All disputes, controversies, or claims arising out of or relating to this Agreement, your Account, or any related transactions shall, to the extent not otherwise mandatorily determined by Applicable Law, be resolved as follows:

Good faith negotiations. The Parties shall first attempt to resolve any dispute through good faith negotiations.
Arbitration or court proceedings. If the Parties are unable to resolve the dispute within thirty (30) days, the dispute shall be referred, at the Bank’s election, either to:

the competent courts of the Republic of Kazakhstan, or
arbitration under the rules of the International Arbitration Centre of the Astana International Financial Centre (AIFC), with the seat of arbitration in Astana, Republic of Kazakhstan, and with proceedings conducted in English or Russian.

Individual basis. Any proceedings shall take place only on an individual basis. Consolidated, collective, or representative claims are not permitted.
Finality. The decision of the competent court or arbitral tribunal shall be final and binding upon the Parties.

This Dispute Resolution provision shall survive termination of your Account and this Agreement. If any provision of this Section is held invalid or unenforceable, the remainder of this Section and this Agreement shall continue in full force and effect.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACTIVATE OR USE THE ACCOUNT.