Terms and Conditions

This document is in review. It is published for reference and is not yet the operative version. For the terms currently governing your relationship with the Bank, contact legal@centruebank.com.

1. INTRODUCTION

The contractual relationship between you, the customer, and Centrue Private Bank Limited (hereafter, "we", "us" or "our") is governed by these terms and conditions, along with any applicable Annexes, terms of use, and privacy policies (collectively referred to as the "Agreement").

The terms and conditions governing the services we provide to you are outlined in this Agreement. Our pricing list (the "Pricing List") is provided separately from these Terms and Conditions. You acknowledge that the Pricing List forms an integral part of the Agreement, and that specific pricing may vary depending on the services or products you select. Any variations from the Pricing List will be subject to your acceptance.

If there is any conflict between the Terms and Conditions, Annexes, Terms of Use, and Privacy Policy the priority shall be as indicated below:

• a. Pricing List
• b. Terms and Conditions
• c. Annexes
• d. Terms of Use
• e. Privacy Policy

In the event of any inconsistency between the Terms of Use and the Terms and Conditions, the Terms of Use shall prevail solely with respect to your use of the Website, while the Terms and Conditions shall prevail in all other matters.

By registering for and using our services, you confirm that you accept, acknowledge, and agree to this Agreement in its most current form as posted on our Website or App. If you do not agree, you must refrain from using our Services. This Agreement constitutes a legally binding contract and will govern your entire relationship with us.

2. DEFINITIONS

Account means the customer account that is required to register and access our Services. It serves as the primary means for managing your use of our platform, including conducting transactions, accessing features, and interacting with our Services.

Agreement means these terms and conditions, along with any applicable Annexes, terms of use, and privacy policies.

Annexes means additional documents or materials that are attached to and form an integral part of this Agreement. Annexes may include, but are not limited to, schedules and other relevant information that provide further details or clarification regarding the terms and conditions set forth in this Agreement. All Annexes are incorporated by reference and shall have the same force and effect as if fully set forth herein.

Business Day means any day other than a Saturday, a Sunday, or a public or bank holiday in Saint Christopher and Nevis.

CenTrue is the trading name of Centrue Private Bank Limited (company registration number 51 of 2025) and means the private banking platform that is operated and owned by us, through which eligible individuals, entities and institutions may access services including multi-currency accounts and dedicated IBANs, domestic and cross-border payments, foreign exchange, custody and securities-related services, and investment and wealth-management services. We may provide these services under different names, and the scope of such services may change. Any reference to us includes all services rendered by us.

Confidential Information means any information which is marked as confidential or proprietary, or which should reasonably be expected to be confidential having regard to the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms and conditions of this Agreement as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data and customer data (including personal data).

Customer (also referred to as "you" or "your") means any individual or entity registered with us to use our Services, including holding deposits or conducting transactions, subject to verification and to these terms and conditions.

Customer Account means the Customer's registered account or accounts held with us in accordance with this Agreement, together with such other accounts held by the Customer with us in respect of our Services.

Customer Application Form means the application or order form provided by us and completed by you under which you apply for our Services.

Customer Liabilities means any liability that you owe us under this Agreement (actual or potential) and any amount which we reasonably determine may be due to us with respect to any liability (anticipated or otherwise) under this Agreement related to a Payment Order or related to expected or potential Fines, Service Fees or refunds.

Data Protection Legislation means applicable laws, rules and regulations, and any amendments or replacements to the foregoing, which relate to the protection of individuals with regard to the processing of personal data, including, without limitation and to the extent applicable from time to time: (i) the data protection laws of Saint Christopher and Nevis; (ii) the GDPR, where applicable to the Customer or to the processing in question; and (iii) any other applicable international, regional or national laws, regulations and rules relating to the processing of personal data, and any guidance or code of practice relating to the processing of personal data issued by a relevant regulatory or competent authority.

Equipment means the equipment required to facilitate the processing of Payment Orders in connection with the use of our Services, including any hardware, software, firmware, telecommunication or electronic devices, and any other equipment of a similar nature.

Fines means any fines which may be imposed on us arising in relation to any Payment Orders, Transactions or services subject to this Agreement, provided that such Fines are supported by reasonable documentation.

Force Majeure Event means any of the following circumstances which occur and which are beyond the reasonable control of a Party and directly prevent that Party from performing its obligations under this Agreement: war, civil commotion, armed conflict, riot, act of terrorism, pandemic, fire, flood or other act of God (excluding any labour dispute, labour shortage, strike or lock-out).

General Data Protection Regulation ("GDPR") means the EU General Data Protection Regulation 2016/679.

Institutional Partner means a correspondent bank, payment institution, liquidity provider, custodian, broker, clearing system, market infrastructure or other regulated institution through which we facilitate the provision of certain Services.

Our Losses means any and all actual and reasonably proven losses incurred by us as a result of any proven fraud, risk or breach of this Agreement by you, arising or resulting from amounts (including unpaid fees, proven chargebacks, settlement charges, proven Fines, expenses, refunds, reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) incurred by us.

Payment Order means the payment order processed by us for you upon an instruction given by you to us.

Person means an individual, a body corporate, an association, a partnership, a trust or any other entity or organisation.

Personal Data means any data subject to Data Protection Legislation.

Pricing List means the agreed schedule setting out the pricing for the requested Services and used to calculate the Service Fees due by you to us, as previously agreed in writing by you pursuant to a price quote for our Services.

Privacy Policy means our privacy policy, available on the Website from time to time.

Regulatory Requirements means any applicable law, statute, regulation, order, judgment, decision, recommendation, rule, policy or guideline passed or issued by any parliament, government, competent court or authority, or any payment system (including bank payment systems, or any other payment, clearing or settlement system or similar arrangement that applies in respect of our Services).

Restricted Transactions List means a list of transactions (i) which may not be entered into using our Services, (ii) which require our prior approval, (iii) of which we must be notified in advance, and (iv) where applicable, those countries in which certain types of transactions are unlawful or lack a legal basis. Restricted business models are set out in Annex I.

Rules means any rules, regulations, procedures, guidelines or waivers issued by an operator of a payment, clearing or settlement system, or by an Institutional Partner, as may be amended or supplemented from time to time, with which compliance is required when using our Services.

Security means any form of security requested by us (in our sole discretion) from you, including a bank guarantee or other such security.

Security Incident means any incident of accidental or unlawful destruction, accidental loss, alteration, or unauthorised or accidental disclosure of or access to personal data that is likely to result in a high risk to the rights and freedoms of natural persons.

Service Fees means the fees set out in the Pricing List.

Services means any services provided by us under this Agreement, and any other service as agreed between the Parties from time to time.

Terms and Conditions means the terms and conditions which govern the use of the Account, currently available at https://www.centruebank.com/terms-and-conditions, as amended from time to time subject to notification in writing to the Customer in the event of any such amendment in accordance with this Agreement.

Transaction means any transaction of the Customer in respect of an account or IBAN provided by us.

Transaction Data means all information required in order to process a Transaction.

Website means the website operated by us (as amended from time to time) for the provision of our services, currently accessible at https://www.centruebank.com, excluding any external websites to which the Website points by way of hyperlink or otherwise.

3. ABOUT US AND HOW TO CONTACT US

3.1. We, Centrue Private Bank Limited ("we", "us" or "our"), are an international bank incorporated under the laws of Saint Christopher and Nevis, with company registration number 51 of 2025 and date of incorporation 18 August 2025.

3.2. Our registered office is at Juris Building, P.O. Box 480, Main Street, Charlestown, Nevis, Saint Christopher and Nevis.

3.3. We hold an international banking licence granted by the Minister of Finance of the Nevis Island Administration on 12 January 2026 under section 8(2) of the Nevis International Banking Ordinance, Cap. 7.05 (N), authorising us to carry on international banking business from the Island of Nevis. We are subject to supervision by the Regulator of International Banking and by the competent regulatory and supervisory authorities in Nevis, including the Nevis Financial Services Regulatory Commission. We are authorised to provide services to eligible clients worldwide, save that our Services are not available to citizens or residents of Saint Christopher and Nevis, and are not directed at persons in any jurisdiction where offering, accessing or receiving them would be unlawful or would require an authorisation we do not hold.

3.4. Other identifiers: Legal Entity Identifier (LEI) 8945000B6690PTKX2V92 · Tax Identification Number 2000048435 · GIIN HWM6BZ.99999.SL.659.

3.5. If you are an existing client and use our secure client portal, the quickest and most secure way to reach us is to send a message through the portal once you have logged in.

3.6. If you do not currently use our client portal, or do not bank with us, you may email us at info@centruebank.com. Please note that ordinary email is not as secure as the client portal.

3.7. If you are notifying us of a security breach or security concern, you should telephone the Bank and confirm in writing to support@centruebank.com by email from the email account associated with your Account.

3.8. You may write to us at: Centrue Private Bank Limited, Juris Building, P.O. Box 480, Main Street, Charlestown, Nevis, Saint Christopher and Nevis.

3.9. Further contact points: Client support — support@centruebank.com · Legal enquiries — legal@centruebank.com · Payment enquiries — payments@centruebank.com · Institutional and provider onboarding — provider.onboarding@centruebank.com.

4. GENERAL

4.1. References to "you" and "your" are references to you and to the person or persons accessing the Website in respect of your Account or Accounts.

4.2. References to "Bank", "we", "us" and "our" are references to Centrue Private Bank Limited, Juris Building, P.O. Box 480, Main Street, Charlestown, Nevis, Saint Christopher and Nevis, its successors, assigns and transferees (and, where applicable, its Affiliates).

4.3. This Agreement refers to and incorporates by reference these terms and conditions, along with any applicable Annexes, terms of use, and privacy policies. Our Pricing List is provided separately. You acknowledge that the Pricing List forms an integral part of the Agreement, and that specific pricing may vary depending on the services or products you select. Any variations from the Pricing List will be subject to your acceptance.

4.4. You acknowledge and accept the most recent version of this Agreement, as made accessible on our Website or App, by creating an account and using our Services. You should not use our Services if you disagree with the Agreement.

4.5. All our products and services are subject to the Agreement (and disclaimers) of the applicable agreement governing their use which, to the extent of any inconsistency between the Terms and Conditions, Annexes, Terms of Use, and Privacy Policy, shall rank in the priority set out below:

• a. Pricing List
• b. Terms and Conditions
• c. Annexes
• d. Terms of Use
• e. Privacy Policy

4.6. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

4.7. Unless the contrary intention appears, words in the singular include the plural and vice versa; words importing one gender include the others.

4.8. Any phrase introduced by the term "include", "including", "in particular" or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.

5. REGISTRATION AND OPENING AN ACCOUNT WITH US

5.1. To access our Services, you are required to open and maintain a customer account (the "Account"). This process involves registering with us by completing the customer application form (the "Application Form"). By submitting your application and registering the Account, you acknowledge and agree to this Agreement, the Terms of Use and the Privacy Policy. We will also provide you with the Pricing List, which is subject to clause 4.3.

5.2. You will not be able to use our products or services until we have reviewed and approved your Application Form, along with the full set of documents required to meet all applicable laws, rules and regulations, including those related to detecting and preventing money laundering and terrorist financing, as well as our other credit and operational requirements.

5.3. You must at all times provide us with complete, accurate and genuine information. Whenever this information changes, you must update it. If you fail to do so, we will not be held liable for any resulting losses. You may be asked to verify the accuracy of your information at any point, or to submit further supporting documentation.

5.4. Upon the commencement of this Agreement and at any time thereafter, you are required to provide us with such information as we may request in order to comply with applicable Regulatory Requirements. This may include, but is not limited to, the following.

For individual customers:

• Your full legal name, date of birth, nationality, and residential address
• Information related to your identification, such as a government-issued ID or passport
• Your source of wealth, source of funds, or other financial information, as required by applicable regulations
• Any other personal data or documents necessary for compliance with anti-money laundering ("AML") and counter-terrorist financing ("CTF") laws

For corporate, trust and entity customers:

• Information regarding your corporate or legal structure and constitutional documents
• Details of your shareholders, partners, members, directors, protectors and key employees, as applicable
• For trusts and foundations, information about the settlor, beneficiaries and any person exercising ultimate effective control
• Any other documentation or data needed to meet regulatory and operational requirements
• Upon our request, copies of relevant financial information and other documentation related to your activities and use of the Services, including bank references and professional references

5.5. You grant us the right to audit compliance with this Agreement, in particular the organisational and security measures in place to prevent abuse of your systems, which may include procedures, records and performance related to any matter referred to in this Agreement. Upon two (2) weeks' notice, you will provide us as soon as reasonably possible with a date on which we may conduct the audit.

5.6. You agree to co-operate in the event of an audit request and to provide us with reliable, truthful and complete answers to any questions we may raise during an audit. We may retain copies of records issued, related to, or used for the purpose of this Agreement, such copies to be considered Confidential Information. Where such copies are retained, we shall use best efforts to keep them secure and confidential and to comply with all applicable laws, including Data Protection Legislation.

5.7. You shall assist us and facilitate such audit without limitation and at your own cost, provided that where a request under this clause is deemed by you to be excessive, you shall bear the costs of such request only in the event that the audit shows that you were in breach of this Agreement. An audit may take place only once a year unless otherwise agreed in writing by both Parties.

6. USE OF THE SERVICES

6.1. You shall not begin using our Services until the Application Form, along with all required documentation, has been reviewed and approved by us. These documents must comply with all applicable laws and regulations, including those aimed at detecting and preventing money laundering and terrorist financing, as well as our credit and operational requirements. In the event of a conflict between this Agreement and applicable Rules, the Rules shall prevail. We will notify you of any applicable Rules in advance.

6.2. You will send and receive funds via one or more accounts and dedicated IBANs provided by us, which may be established and maintained with the involvement of one or more Institutional Partners.

6.3. You acknowledge that we may rely on Institutional Partners for the provision of certain services under this Agreement. Accordingly, your information and documentation may be shared with such Institutional Partners. Further details of how we handle personal information are set out in the Privacy Policy.

6.4. You agree that access to our Services is governed by this Agreement and by the Pricing List provided to you. In respect of certain services we act as an intermediary through which you access services provided by an Institutional Partner.

6.5. You acknowledge that an Institutional Partner may, at its sole discretion, conduct due diligence on you. We do not guarantee your onboarding by an Institutional Partner or the provision of services by an Institutional Partner, though we will make reasonable efforts to facilitate a suitable introduction.

6.6. Any services provided by an Institutional Partner via us are subject to the terms and conditions of that Institutional Partner. The Institutional Partner bears sole responsibility for the provision or non-provision of such services. Our responsibility is limited to being the initial point of contact for any issues before redirecting matters to the Institutional Partner, if necessary.

6.7. Our products and services depend on our securing and maintaining correspondent banking facilities, custody arrangements and commercially viable insurance. This means that from time to time our products, services and other features of our platform may not be available in certain markets, or at all. This could require a restructuring of those arrangements or their unavailability in all or certain respects on a temporary or permanent basis.

6.8. Credit facilities, including Lombard, asset-backed and other secured lending, may be available from the Bank where applicable. Credit facilities are subject to status, and secured facilities are subject to security. For mortgages or other secured loans, a charge will be taken over the relevant asset.

6.8.1. Your property or other secured asset may be repossessed if you do not keep up repayments on a secured facility.

6.8.2. Securities, investment, wealth-management and custody services are subject to separate eligibility criteria, risk disclosures, product approvals and contractual terms. Investments may involve market, currency, liquidity, credit, counterparty, custody, operational, tax, legal and regulatory risks. Past performance does not guarantee future performance. The value of investments may increase or decrease, and you may lose some or all of your invested capital.

7. NOTIFICATION OF MATERIAL CHANGES IN YOUR CIRCUMSTANCES

7.1. You must promptly notify us in writing of any changes to the following information, without undue delay and prior to such changes taking effect.

7.1.1. For individual customers:

• (i) Your current residential address;
• (ii) Any changes to your legal name or identification details;
• (iii) Any changes to your employment status, source of wealth or source of funds;
• (iv) Any material changes affecting your credit or financial standing;
• (v) Any change in your tax residence or citizenship;
• (vi) Any change that would cause you or a connected person to become a politically exposed person.

7.1.2. For corporate, trust and entity customers:

• (i) Your current registered address;
• (ii) Any trading names or URLs used by you;
• (iii) Changes in your operations, including any changes in control, ownership, beneficial ownership or constitutional structure;
• (iv) Any changes to the goods or services you sell, lease or distribute;
• (v) Any changes in Regulatory Requirements to which you are subject, including changes to or revocation of licences that may adversely affect the Bank's compliance with applicable law or Regulatory Requirements;
• (vi) Any material changes to your credit or financial standing;
• (vii) For trusts and foundations, any change of trustee, protector, settlor or class of beneficiaries.

7.2. Failure to notify us of any material changes relevant to compliance with applicable Regulatory Requirements may result in losses for which you will indemnify us, without limiting any liability provisions contained in this Agreement.

8. SECURITY OF YOUR ACCOUNT

8.1. Upon opening an Account, we will provide you with security features which give access to your Account. It is solely your responsibility to keep those security features safe and secure. You agree to continuously monitor and to establish security procedures and protocols appropriate to the size and nature of your activities and use of our Services, in order to comply with the provisions of this clause.

8.2. To ensure the security of your Account and profile, you shall adhere to the following guidelines:

• (i) Regularly change your password and ensure it is unique and not reused for other online accounts.
• (ii) Never share your login credentials, including your account number and password, with anyone. If you suspect unauthorised access to your Account, contact client support immediately.
• (iii) Create strong passwords using a mixture of letters, numbers and symbols, and follow our recommended password guidelines.
• (iv) Keep your email account secure, as it is vital for account recovery. Notify client support immediately if your email account is compromised.
• (v) Regularly update the App on your device to the latest version to benefit from enhanced security features.
• (vi) Ensure your device's browser is updated to the latest version for optimal security.
• (vii) Maintain your device's operating system by applying the latest security updates provided by the manufacturer.
• (viii) Install and regularly update anti-virus software on your device, where applicable.
• (ix) Access our Services exclusively through our official App or our Website at https://www.centruebank.com. Be cautious of fraudulent advertisements that may lead to counterfeit websites.
• (x) If you suspect you have fallen victim to a scam, promptly contact our client support team.

8.3. We will never request your password, private keys or one-time authentication codes through an unsolicited email or message.

8.4. Upon reasonable request, you agree to secure the performance of your obligations under this Agreement. This may involve arranging the execution of a guarantee, creating a trust account, or placing a legal charge over a deposit in a bank account.

9. PROCESSING YOUR PAYMENT ORDERS

9.1. You unconditionally agree and instruct us to transfer funds to the beneficiary upon provision of a Payment Order.

9.2. Once a Payment Order is submitted it becomes final and cannot be cancelled by you.

9.3. We reserve the right at our sole discretion to stop or place on hold a Payment Order and to request that you provide additional documents or information.

9.4. Execution, settlement and availability may depend on the payment currency, the originating and destination countries, the selected payment rail, correspondent and intermediary institutions, banking holidays, cut-off times, liquidity requirements, compliance and fraud reviews, the accuracy of payment instructions, and circumstances outside our reasonable control. Unless expressly confirmed in writing, we do not guarantee same-day execution or settlement within a particular timeframe. We may reject, hold or return a payment containing incomplete, inaccurate, inconsistent or prohibited information.

9.5. You may not claim any interest we may receive on funds that we hold as part of your use of our Services. Any such interest earned shall be credited to us, unless expressly agreed otherwise in writing.

10. FEES PAYABLE BY YOU TO US, AND TAXES

10.1. The fees payable by you for our Services are set out in the Pricing List, which will be provided to you by your relationship manager. You are required to review and acknowledge receipt of the Pricing List. If you do not agree with the terms of the Pricing List or choose not to accept it, you will not be able to access our Services, and no Agreement will be formed between you and us. Although the Pricing List is provided as a separate document, it constitutes an integral part of this Agreement.

10.2. You agree that where any amounts are unpaid to us, we may deduct amounts equal to the Service Fees, Fines, demands or claims, refunds or any other amounts owed under this Agreement, or any other amount that you have agreed a third-party supplier may collect through us on their behalf.

10.3. We will notify you if you owe us any sums in relation to any demands, claims or other amounts owed to us (other than Service Fees, Fines or refunds), and the reasons for doing so.

10.4. You agree to be liable to us for, and to pay us amounts equal to, any Fines and any associated costs related to your use of our Services. Each Fine related to use of our Services represents a debt due and payable by you to us upon issuance of written notice, and payable within ten (10) Business Days. You will be responsible for any associated costs and interest that accrue from the date the Fine is imposed. Interest will be calculated daily and will accumulate for each day during the ten (10) Business Day period.

10.5. Service Fees are quoted exclusive of value added tax ("VAT") and any equivalent sales or transaction tax. Where such tax is or becomes chargeable, we will add it to the amount payable and will state the amount of tax and the rate applied. You are responsible for calculating, collecting, reporting and remitting the correct taxes to the appropriate tax authority. We and our Affiliates are not obliged to determine whether taxes apply to you and are not responsible for calculating, collecting, reporting or remitting any taxes on your behalf to any tax authority arising from any Payment Order.

10.6. It is your responsibility to determine which, if any, taxes apply to payments received, and to report and remit the correct tax to the appropriate tax authority.

10.7. Any Service Fee payable by you shall be deducted from your Account balance. If your Account balance is insufficient, or becomes negative, we reserve the right to invoice you for the shortfall.

10.8. Where we are unable to deduct any Service Fees or other monies payable by you under this Agreement from the balance of your Account, we shall issue an invoice for the amount owed. Invoices are payable within seven (7) Business Days of the date of the invoice. In the case of overdue payments, we reserve the right to (i) charge interest at 2% (two percent) per annum above the applicable reference rate specified in the Pricing List, accruing daily; and/or (ii) suspend your Account and terminate this Agreement with immediate effect by giving written notice to you. If there is any remaining balance in your Account, we will transfer the funds to the last account you have provided to us. If no account has been indicated by you, we will contact you in writing requesting suitable account details for the transfer of your remaining funds.

11. LIMITATION OF USE OF THE SERVICES

11.1. Misuse of our systems and services. You must not misuse our systems or services. This includes, but is not limited to:

• (i) Breaching this Agreement, the Terms of Use or the Privacy Policy, or any other agreement between you and any of our entities.
• (ii) Violating any applicable laws, regulations or ordinances, including those related to financial services, sanctions, consumer protection, competition, anti-discrimination and intellectual property.
• (iii) Introducing harmful materials, such as viruses, trojans, worms or any other malicious software, or taking actions that impose an unreasonable load on our systems, websites or networks, or launching denial-of-service attacks.
• (iv) Using anonymising proxies or automated tools (such as robots or spiders) to monitor or copy our websites without prior written consent, or bypassing our security measures.
• (v) Engaging in any defamatory, libellous, threatening, harassing, abusive or fraudulent activity, or providing false, misleading or inaccurate information.
• (vi) Sending or receiving funds reasonably suspected to be associated with fraudulent activity, or refusing to co-operate in investigations or identity verification processes.
• (vii) Taking actions that may cause us to lose services from our suppliers or Institutional Partners, or using our systems or services for prohibited or unlawful activities.
• (viii) Interfering with, disrupting, or attempting to gain unauthorised access to our systems, our services, or the accounts of other clients.
• (ix) Engaging in any payments related to the business models set out in Annex I, or to illegal goods or services.
• (x) Impersonating another person, or acting on behalf of an undisclosed third party.

12. SUSPENSION OF THE SERVICES

12.1. We reserve the right to suspend or limit services in the event that any claims, charges, penalties or costs owed by you under this Agreement remain outstanding.

12.2. We may suspend your Account for review purposes in the following circumstances:

12.2.1. Where necessary to protect the security of the Account; 12.2.2. If transactions are suspected of breaching this Agreement or security requirements, or of relating to fraudulent or unlawful activity, including money laundering, terrorist financing, proliferation financing or sanctions evasion; 12.2.3. Upon insolvency, bankruptcy or similar proceedings affecting you; 12.2.4. If there is a material change in your financial position or operations; 12.2.5. If a material change as described in clause 7 occurs.

We will make reasonable efforts to notify you of any suspension and to provide relevant documentation, unless doing so would compromise security measures or is prohibited by law.

12.3. We may also suspend your Account or certain functionalities as required by applicable laws or court orders. Reasonable efforts will be made to notify you, unless doing so is legally prohibited.

12.4. We will promptly reinstate your Account and provide new security details, such as login credentials, once the reasons for suspension no longer exist.

12.5. We reserve the right to suspend security features where there are reasonable grounds to suspect a security breach or unauthorised use. We will notify you of such suspensions and provide reasons, unless doing so would compromise security or violate legal obligations. Security features will be reinstated once the issue is resolved.

12.6. You acknowledge that in respect of transactions facilitated through our platform we act as a service provider and do not function as a seller, buyer, dealer or agent. We make no representations regarding the quality, safety or legality of your activities or transactions.

12.7. You are solely responsible for any transactions you enter into. We shall not be a party to any disputes arising from such transactions. You agree to fully indemnify us against any claims, losses or liabilities (including reasonable legal fees) resulting from third-party claims related to such transactions.

13. INTELLECTUAL PROPERTY

13.1. For the duration and strictly for the purpose of this Agreement, the Parties may grant each other a non-exclusive, worldwide, royalty-free, non-transferable licence to copy, use and display any logo, trademark, trade name or other intellectual property owned by or licensed to the other Party, to the extent that the granting Party is entitled to grant such a sublicence. In such case, the Parties shall agree the terms and conditions of the intellectual property relationship.

13.2. We will not use your intellectual property for marketing or publicity purposes without your prior written consent.

13.3. We reserve the right at any time and in our sole discretion to require you to stop displaying, distributing or otherwise making use of intellectual property licensed to you by us.

13.4. Copyright in the page screens, information and material, and in their arrangement, included on this Website is owned by or licensed to us unless otherwise noted. The Centrue name, trademarks, logos, text, designs, graphics and software are owned by or licensed to Centrue Private Bank Limited. You may print, copy, download or temporarily store extracts from our Website for your personal information or in connection with your use of our products and services. You must not alter anything. Any other use is prohibited unless you first obtain our written permission. In particular, no one may use a part of our Website on any other website, or link any other website to our Website, without our prior written permission.

14. CONFIDENTIALITY, DATA PROCESSING AND INFORMATION SECURITY

14.1. During the term of this Agreement and thereafter, each Party shall use and reproduce the other Party's Confidential Information only for the purposes of fulfilling its obligations under this Agreement and only to the extent necessary for that purpose, and will restrict disclosure of the other Party's Confidential Information to its employees, consultants, advisers and independent contractors with a need to know. The disclosing Party must instruct all such Persons who are not already under an analogous duty of confidentiality not to disclose the Confidential Information to third persons, and will ensure that those Persons have agreed to similar non-disclosure provisions. Neither Party will disclose the other Party's Confidential Information to any third party without the prior written approval of the other Party.

14.2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either Party to disclose Confidential Information of the other Party where required to do so under law, or in a judicial, regulatory or governmental investigation or proceeding.

14.3. From time to time we work with trusted third parties and Institutional Partners in order to maintain and deliver our Services, and we may need to share your Confidential Information with them for that purpose. Notwithstanding clause 14.1, such disclosure shall not constitute a breach of this Agreement. We warrant that any such third party shall be made aware of the confidential nature of the Confidential Information shared, and we undertake to remain responsible for any breach of these confidentiality provisions by such third parties.

14.4. The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the receiving Party; (ii) was known to the receiving Party without restriction prior to receipt from the disclosing Party under this Agreement, from its own independent sources as evidenced by written records, and which was not acquired, directly or indirectly, from the disclosing Party; (iii) is received from a third party reasonably known by the receiving Party to have a legal right to transmit such information and not to be under any obligation to keep it confidential; or (iv) is independently developed by the receiving Party's employees or agents, provided that the receiving Party can show that those employees or agents had no access to the Confidential Information received under this Agreement.

14.5. The provisions of this clause 14 shall bind and apply between the Parties for the duration of this Agreement and after its termination, howsoever achieved, and shall continue to apply indefinitely.

14.6. The Parties agree to be bound by the Data Protection Addendum ("DPA") at Annex II, which sets out their respective obligations and duties in processing the Customer's personal data in accordance with Regulatory Requirements and Data Protection Legislation.

14.6.1. The Parties acknowledge and agree that:

• i. the DPA shall form an integral part of this Agreement;
• ii. in the event of any conflict or inconsistency between this Agreement and the DPA, the terms of the DPA shall prevail with regard to its subject matter.

14.7. Ordinary email and website communications may not be fully secure. Do not send passwords, private keys, authentication codes or other sensitive security credentials through unsecured channels. Payment or account instructions will only be accepted through channels approved by the Bank and in accordance with this Agreement.

15. CHANGES TO THIS AGREEMENT

15.1. The terms and conditions of this Agreement are subject to change from time to time. All changes shall be made by notice from us to you under the following procedure.

15.2. We will give you notice of any proposed change to the Agreement (a "Change Notice").

15.3. A Change Notice may be sent by letter to your current or last known residential address or registered office, or by email to any of the email addresses associated with your Account. It is your responsibility to ensure that your address and email address are kept up to date.

15.4. The proposed change shall come into effect automatically two (2) weeks after the date of receipt of the Change Notice, unless you give written notice to us that you object to the proposed change (an "Objection Notice").

15.5. We may stipulate in a Change Notice a different time period for a change to come into effect, provided that this may not be less than two (2) weeks.

15.6. If no Objection Notice is received by us within the stipulated time frame, you are deemed to have accepted the change to the Agreement, which will take effect on the effective date specified in the notice. If we send you a Change Notice and you fail to receive it because you have not updated your address or email address, and we do not receive an Objection Notice from you, we will not be held liable for the changes made.

15.7. Immediate changes. In certain circumstances we may implement immediate changes to this Agreement. Notwithstanding clauses 15.2 and 15.5, changes that do not require a Change Notice include those that are: (i) more favourable to you; (ii) mandated by law or by a regulatory authority; (iii) related to the introduction of a new service or enhancements to existing services; or (iv) changes that do not diminish your rights or increase your responsibilities. Such changes will take effect immediately as specified in the notice. Changes to exchange rates take effect immediately without prior notice.

15.8. You have the right to terminate this Agreement with immediate effect at any time and without charge upon receiving a Change Notice, provided that such termination occurs before the changes specified in the Change Notice become effective. Any fees or fines pending on your balance that you owe us will be subject to deduction.

16. LIMITATION OF LIABILITY

16.1. Nothing in this Agreement shall operate to exclude or restrict a Party's liability:

16.1.1. for fraud and fraudulent misrepresentation; 16.1.2. for payments due to the Customer, subject to the provisions of this Agreement; 16.1.3. for wilful and malicious misconduct; 16.1.4. for a breach of clause 14 (Confidentiality, Data Processing and Information Security); and 16.1.5. to the extent that such exclusion or restriction is not permitted under applicable law.

Unless expressly stated otherwise, no indemnity obligation under this Agreement shall be subject to the limitations of liability contained in this clause 16.

16.2. In the case of a breach by you of clause 5, clause 6, clause 9, clause 10, clause 11, clause 12 or clause 13, you shall indemnify us against all proven third-party claims, losses, damages, fines or penalties arising out of or in connection with such breach, provided always that any contributory negligence on our part shall be taken into account so as to reasonably and proportionately reduce your liability under this clause.

16.3. We will not be liable for any of the following:

16.3.1. hardware, software or internet connections not functioning properly; 16.3.2. any suspension of, or refusal to place, a Payment Order which we reasonably believe to be made fraudulently or without proper authorisation, or which contains incorrect or improperly formatted information; 16.3.3. unforeseen circumstances preventing proper performance despite reasonable precautions, including acts of God, power outages, fire, flood, theft, equipment breakdown, hacking attacks, internal mechanical or systems failures, and downtime of the Website; 16.3.4. delay or failure by an external financial institution, Institutional Partner or service provider; 16.3.5. loss arising solely from reliance on general information published on the Website; 16.3.6. the content or availability of a third-party website.

16.4. You will be responsible for Our Losses, except where such losses are sustained as a direct result of our sole failure, act or omission in performing our obligations under this Agreement.

16.5. A Party shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent that it is prevented or delayed by reason of a Force Majeure Event. A Party subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

• i. it promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
• ii. it could not have avoided the effect of the Force Majeure Event by taking reasonable precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken but did not; and
• iii. it has used reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable, and to resume performance of its obligations as soon as reasonably possible.
• iv. In the event that the consequences of a Force Majeure Event last longer than one (1) month, either Party is entitled to terminate this Agreement by written notice with immediate effect.

16.6. Each Party shall defend and hold harmless the other Party, its employees, officers and directors from and against any and all claims, penalties, demands, losses, costs, expenses, liabilities and damages, including reasonable legal fees, that arise from, result from, or relate directly or indirectly to (a) any acts or omissions, negligence, wilful misconduct, default or fraud of that Party or its agents, employees, officers or directors; (b) any breach of, or failure in respect of, any of that Party's representations, warranties, covenants or agreements in this Agreement; (c) any infringement or alleged infringement of the intellectual property rights of a third party; or (d) any breach by that Party or its agents or sub-contractors of applicable law, or of the rules of any payment network or card scheme.

17. CLOSING YOUR ACCOUNT AND TERMINATION OF THIS AGREEMENT

17.1. You may stop using our Services and close your Account at any time by following the instructions provided via our Website, App or your relationship manager. This Agreement will continue until your Account is officially closed.

17.2. If you choose to close your Account, you must withdraw any remaining funds within a reasonable time before closing it. If funds remain in your Account upon closure, you will no longer have direct access to them, but you may contact client support to withdraw your funds for up to six (6) years after closure.

17.3. Upon Account closure or deactivation, any remaining funds may be subject to additional checks before we can return them to you.

17.4. You are prohibited from closing your Account or deleting your profile where there is an ongoing investigation, a pending transaction, or an open dispute. In such cases we may hold your funds for a reasonable time to protect our interests or those of third parties.

17.5. We may prevent the closure of your Account if it has a negative balance, or if it is subject to a hold, limitation or reserve.

17.6. Even after Account closure, you remain responsible for any obligations related to your Account or your use of our Services. Any outstanding negative balance must still be settled, and other post-closure responsibilities apply.

17.7. We may terminate this Agreement and close your Account by providing one (1) week's prior written notice. Termination ends all rights granted to you in connection with the Services.

17.8. Without prejudice to termination rights elsewhere in this Agreement, each Party has the right to terminate this Agreement immediately:

17.8.1. if the other Party files a petition for bankruptcy, becomes insolvent, or is subject to a similar event; 17.8.2. upon a material breach of this Agreement by the other Party, if such breach is not remedied within thirty (30) days after written notice identifying the matter or circumstances constituting the material breach; 17.8.3. if the other Party repeatedly breaches any of the terms of this Agreement in such a manner as reasonably to justify the opinion that its conduct is inconsistent with an intention or ability to give effect to the terms of this Agreement; 17.8.4. if the other Party violates or fails to comply with any Regulatory Requirements or Data Protection Legislation, or any other applicable law, regulation or order of a competent court or government authority; 17.8.5. in the case of a Force Majeure Event prevailing for a continuous period of more than thirty (30) days, preventing either Party from performing its obligations under this Agreement.

17.9. We have the right to terminate this Agreement with immediate effect by giving written notice to you in the following situations:

17.9.1. we have reasonable and proven grounds to believe that your activities or use of our Services damage, corrupt, degrade, destroy or otherwise adversely affect our Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you; 17.9.2. there is a material change in your type of activity or use of our Services; 17.9.3. we are unable to enforce any Security granted to us under this Agreement, or you fail to maintain the agreed Security; 17.9.4. you have breached clause 14.6, or any information you have submitted to us or any warranty you have provided in this Agreement is found to be untrue or misleading; 17.9.5. you refuse a request pursuant to clause 5 or clause 9, or fail to respond to such a request within five (5) Business Days; 17.9.6. we or you receive instructions, orders or directions from any regulatory authority or other entity having authority, competence or jurisdiction to terminate this Agreement; 17.9.7. we receive an Objection Notice from you; 17.9.8. continuing the relationship would, in our reasonable opinion, expose us to unacceptable financial-crime, sanctions, legal, regulatory or reputational risk.

17.10. Upon termination of this Agreement:

17.10.1. both Parties must cease using the other Party's intellectual property, including the other Party's name, trademarks, logos and any materials referring to the other Party, and must remove them from their respective websites and other media. Each Party agrees to return to the other Party any materials containing the other Party's intellectual property; 17.10.2. you must immediately pay us all amounts owed under this Agreement (including any Service Fees apportioned as due until the time of termination), and we will immediately pay you all amounts owed (including any Service Fees paid in advance, to be reimbursed proportionately), in all circumstances subject to clauses 8, 9 and 10; 17.10.3. all licences granted by us under this Agreement terminate immediately and you must cease to use our Services; 17.10.4. each Party shall comply with the other Party's written instructions concerning the return or destruction of the other Party's Confidential Information obtained as a result of this Agreement, subject to any record-retention obligation imposed by law or by a regulatory authority.

18. OTHER LEGAL TERMS

18.1. Warranties

18.1.1. Each Party warrants and represents to the other Party that:

• i. it has and will maintain all required rights, powers and authorisations to enter into this Agreement and to fulfil its obligations under it;
• ii. it will perform its obligations under this Agreement with reasonable skill and care;
• iii. it has in place and will maintain adequate facilities (including staff training, internal controls and technical equipment) to comply with its data protection and confidentiality obligations under this Agreement;
• iv. it is not receiving and will not, for the duration of this Agreement, receive or send funds to or from an illegal source, or in connection with any illegal, fraudulent, deceptive or manipulative act or practice;
• v. it accepts and undertakes to comply with the Rules.

18.1.2. We represent and warrant that we have all rights necessary to provide you with our Services, and that our Services do not infringe the intellectual property rights of any third party.

18.1.3. We represent and warrant that we hold and will maintain in force all necessary licences and authorisations for the duration of this Agreement and that, if such licences or authorisations are cancelled, amended or restricted, we will notify you immediately, whereupon you will be entitled to terminate this Agreement with immediate effect.

18.2. Assignment and third-party rights

18.2.1. You may not assign any of your rights under this Agreement to a third party without our prior written consent. 18.2.2. We may assign any of our rights under this Agreement to a third party without your prior written consent. 18.2.3. You may not outsource the performance of any of your obligations under this Agreement without our prior written consent, such consent not to be unreasonably withheld. 18.2.4. No person who is not a party to this Agreement shall have any right to enforce any term of this Agreement. 18.2.5. Where you (i) acquire another existing customer of ours or its business; (ii) are acquired, or your business is acquired, by another existing customer of ours; (iii) merge with another existing customer of ours; or (iv) enter into a co-operation with another existing customer of ours, you shall pay, upon our notice to you, either (a) your current fees, (b) the current fees applicable to the other customer, or (c) such reasonable combination of the two as we determine. We shall send notice within one (1) month of the later of completion of the acquisition, merger or co-operation and our gaining knowledge of it. If no notice is sent within this period, you shall continue to pay your current fees. Any change to the fees will be treated as a change to this Agreement for the purposes of clause 15, and shall apply on the date one (1) week after your receipt of the notice.

18.3. Enforcement

18.3.1. Our failure to enforce any part of this Agreement promptly does not waive our right to enforce it at a later time. If we delay in requiring you to comply with certain obligations, or in taking action, this does not prevent us from taking such steps in the future.

18.4. Relationship of the Parties

18.4.1. The Customer and the Bank are independent contractors under this Agreement, and nothing in it will be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into agreements of any kind on behalf of the other.

18.5. Non-solicitation of employees

18.5.1. Neither Party will, for the term of this Agreement and for a period of six (6) months thereafter, on its own behalf or on behalf of any person, directly or indirectly canvass, solicit or endeavour to entice away from the other Party or an associated company any person who has at any time during the term of this Agreement been employed or engaged by that other Party or an associated company.

18.6. Notices

18.6.1. Any notice to be given under this Agreement must be given in writing and delivered either by hand, by first-class prepaid post or other recognised delivery service, or by email (subject to confirmation of a non-automated receipt), as designated by the Parties from time to time. Notwithstanding the foregoing, the Bank may give notice to the Customer by sending an email to any of the email addresses registered with the Customer Account.

18.6.2. The Bank's notice address: Centrue Private Bank Limited, Juris Building, P.O. Box 480, Main Street, Charlestown, Nevis, Saint Christopher and Nevis. Email: legal@centruebank.com.

18.6.3. The Parties agree to conduct all communication in relation to this Agreement in English. Where the Bank sends or accepts communication in another language, this shall be for convenience only and shall not change English as the agreed language of communication.

18.7. Governing law and jurisdiction

18.7.1. This Agreement, and any legal relationship between the Parties arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Saint Christopher and Nevis applicable in the Island of Nevis.

18.7.2. Any dispute arising out of or in connection with this Agreement which cannot be resolved by negotiation between the Parties within seven (7) days of either Party giving notice to the other that a dispute has arisen shall be submitted to mediation, subject to agreement between the Parties to submit to mediation. Provided both Parties agree to submit to mediation, the Parties shall within fourteen (14) days agree the mediator, who shall be appointed by them jointly. The costs of the mediator and of the mediation process, and any associated costs, shall be shared equally, with each Party bearing its own legal costs and expenses. In the event that the Parties are unable to reach agreement on the appointment of a mediator and the mediation process within seven (7) days, or, having submitted to mediation, they fail to reach settlement within seven (7) days of the mediation, the dispute may be submitted by either Party for final resolution to the competent courts of Saint Christopher and Nevis, which courts shall thereafter have exclusive jurisdiction.

18.8. Waiver

18.8.1. Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right, or the non-exercise of a right, shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future, subject to any applicable statutory limitation period.

18.9. Severability

18.9.1. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then that part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.

18.10. Entire agreement

18.10.1. This Agreement, including all Annexes, Schedules and other documents referred to in it, represents the entire agreement of the Parties in relation to its subject matter. Each Party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.

18.11. Variation

18.11.1. No variation or amendment to this Agreement shall be effective unless recorded in writing and signed by the duly authorised representatives of both Parties, save for changes made in accordance with clause 15.

ANNEX I — PROHIBITED BUSINESS MODELS

You are not permitted to send or receive payments as consideration for the sale or supply of:

• Alcohol sales, other than by a duly licensed and regulated business
• Any fake, novelty or counterfeit government IDs, visas, licences or similar documents
• Any goods or services that infringe the intellectual property rights of third parties
• File sharing and unlicensed distribution of copyrighted material
• Firearms and weapons (including, without limitation, knives, ammunition, guns and anything that can be defined as a weapon or firearm)
• Material which incites or promotes violence, hatred, prejudice or racism
• Pornography and adult material or content
• Prepaid or other stored-value cards that are not associated with a particular customer, or that are not limited to purchases of particular products or services
• Precious stones and metals, other than through a duly licensed and regulated dealer
• Prescription drugs, illegal drugs, and drugs including steroids and unregulated health supplements
• Pyramid or Ponzi scheme products, third-party payment processing or payment aggregation, multi-level marketing, other "get-rich-quick" schemes, and high-yield investment programmes
• Satellite and cable television descramblers
• Shell banks, and any institution that maintains a correspondent relationship with a shell bank
• Tobacco products, including electronic cigarettes and e-liquid
• Timeshares and property reservation payments
• Unlicensed gambling services of any type
• Unregistered charities and non-governmental organisations
• Unregulated foreign exchange brokers
• Unlicensed virtual asset service providers, mixing or tumbling services, and privacy-coin exchange services
• Any activity subject to, or designed to evade, applicable economic or financial sanctions

Note: We reserve the right, in our sole discretion, to add categories of unacceptable business models by adding such categories to this Agreement (visible on our Website) and to our internal policies.

ANNEX II — DATA PROTECTION ADDENDUM

1. General

1.1. The terms "processing" (and its derivatives), "personal data", "data controller", "data processor" and "data subject" will, where used in this DPA, have the meanings given to them under the Data Protection Legislation.

1.2. In order to comply with our obligations under Data Protection Legislation, we reserve the right to amend or vary the terms of this DPA. Any change will be made available on the Website within forty-eight (48) hours of the change. The prevailing terms shall be those of the most recent version of the DPA made available on the Website.

2. Data protection principles

2.1. We have developed our Services with IT security and Data Protection Legislation in mind, in accordance with our role as data processor and data controller, as the case may be.

2.2. You may provide data to us which will include personal data in connection with the Agreement. Each Party acknowledges that we will process the personal data you provide to us:

2.2.1. for the purpose of the performance of our obligations under, and the provision of the Services pursuant to, the Agreement; and 2.2.2. for the duration of the Agreement, and thereafter only for so long as required by applicable law or regulatory obligation.

2.3. Each Party acknowledges that:

2.3.1. if personal data are processed in connection with the Agreement, the categories of data subjects and types of personal data will be as specified in the Agreement and in the table below; 2.3.2. we will be a data processor acting on your behalf and in accordance with your written instructions in relation to the processing of personal data pursuant to our performance of the Services under the Agreement; and 2.3.3. in certain circumstances each Party will be a data controller in connection with the processing of personal data, including where you provide us with personal data and we use such personal data: A. to comply with our own obligations under any applicable law, including AML, CTF, sanctions and tax-transparency obligations; B. for statistical or other analytical purposes; C. as part of our claims management processes; D. as part of ancillary services that we provide to you; or E. in any other context which requires us to determine the purposes and means of such processing.

2.4. To the extent that we act as a data processor pursuant to the Agreement or in accordance with Data Protection Legislation, we will:

2.4.1. only process personal data to the extent, and in such manner, as is necessary for the performance of our obligations under the Agreement and in accordance with your written instructions, and will not process such personal data for any other purpose; 2.4.2. implement and ensure compliance with appropriate technical and organisational measures to protect the security of personal data processed by us in the performance of the Services, and to protect personal data against unauthorised or unlawful processing, accidental or unlawful destruction, damage or accidental loss, alteration, and unauthorised disclosure or access; 2.4.3. take reasonable steps to ensure the reliability and trustworthiness of employees or agents who have access to any personal data, and ensure that such employees or agents are under confidentiality obligations; 2.4.4. to the extent permitted by applicable laws, promptly notify you of any request made by a data subject, regulator or any other person requesting access to personal data processed by us. You will handle such request, and we will at all times co-operate with and assist you in executing your obligations under Data Protection Legislation in relation to such access requests. In all cases we will provide you with a copy of all personal data which we disclose, unless prohibited by law; 2.4.5. notify you as soon as practicable, by written notice with the relevant details reasonably available, of a Security Incident, and provide reasonable co-operation and information upon your request in relation to the Security Incident; 2.4.6. on termination, return any data to you or, at your option, securely destroy it to the extent reasonably practicable and permitted by our record-retention obligations; 2.4.7. make available to you and to any competent data protection or privacy authority all necessary information regarding our data processing activities, unless providing this information would breach applicable laws, in which case we must inform you in advance to the extent permitted by applicable law; 2.4.8. subject to clause 2.4.10, not engage any sub-processor to assist us in the fulfilment of our data processing obligations under the Agreement except where there is a written contract in place with the sub-processor which requires the sub-processor to: A. only carry out such processing as may be necessary from time to time for the purposes of its engagement by us in connection with the Agreement; and B. comply with terms and conditions (and only sub-contract on terms and conditions) which provide an equivalent level of protection to personal data as set out in this clause 2.4; 2.4.9. remain responsible for all acts and omissions of any such sub-processor in the performance of data processing obligations under the Agreement as if they were our own acts and omissions; 2.4.10. notify you fourteen (14) days in advance before engaging any data sub-processor that we have not previously communicated to you, by directing you to an updated list of data sub-processors. If you wish to object to the engagement of such a new data sub-processor, you shall provide us with written notice of the objection, including reasonable details of the grounds for it (an "Objection Notice"), as soon as possible. Following receipt of an Objection Notice, we will endeavour to discuss any reasonable objections with you in good faith. If, after thirty (30) days from the date on which we receive the Objection Notice, you can demonstrate that the new data sub-processor is unable to comply with clauses 2.4.8(A) and (B), you may terminate the Agreement by written notice to us; and 2.4.11. not transfer personal data to any country not permitted under Data Protection Legislation. This restriction will not apply where we have ensured that the transfer complies with applicable Data Protection Legislation, either by having contractual clauses in place to govern the transfer or by relying on another lawful transfer mechanism.

2.5. You agree to our sub-contracting the processing of personal data to third parties from time to time in accordance with our relevant policies as communicated to you, provided that we act in accordance with our obligations under clauses 2.4.8 to 2.4.10.

2.6. To the extent that we act as a data controller pursuant to the Agreement in relation to any personal data provided by you or on your behalf, and in respect of which you are also a data controller, we and you will each:

2.6.1. process such personal data in compliance with Data Protection Legislation and the Privacy Policy; and 2.6.2. deal promptly, reasonably and in good faith with all reasonable and relevant enquiries from the other Party relating to its processing of personal data.

2.7. Irrespective of whether we act as a data processor or a data controller:

2.7.1. you will comply at all times with (i) all applicable laws and regulations of your jurisdiction relating to the processing of personal data and privacy, and (ii) applicable Data Protection Legislation; 2.7.2. each Party shall comply at all times with its own data processing, privacy and cyber-security policies in relation to the processing of personal data and any cyber-security incident ("Data Policies"); 2.7.3. each Party will be entitled to assume that any disclosure of personal data to the other Party is made in a manner compliant with all applicable laws relating to the processing of personal data and privacy, and with applicable Data Protection Legislation; 2.7.4. you will provide all necessary information and notices to, and obtain all necessary consents from, any data subjects whose personal data you provide to us, so that we are able to use or otherwise process this personal data for the purposes of the Agreement without needing any further consent, approval or authorisation. Upon our request from time to time, you will consult with us and comply with any reasonable requests we make in relation to the same; 2.7.5. except in the case of our gross negligence or wilful misconduct, you shall indemnify, protect, defend and hold harmless the Bank and its agents from and against any and all claims, lawsuits, penalties, fines, attorneys' and consultants' fees, expenses and liabilities incurred as a result of your breach of this clause 2.7.

2.8. If requested by us, you will promptly provide reasonable evidence that you have provided all necessary information and notices to, and obtained all necessary consents from, data subjects.

2.9. Further instructions. The data processor shall comply with any further written instructions with respect to processing given by the data controller. Any such further instructions shall be incorporated into this DPA or exchanged between the Parties in accordance with the Agreement.

3. Processing particulars

Centrue Private Bank Limited · Juris Building, P.O. Box 480, Main Street, Charlestown, Nevis, Saint Christopher and Nevis · Company registration number 51 of 2025 · LEI 8945000B6690PTKX2V92