Fidusol Ltd trading as Real Estate Exchange Europe (REXE) Company Registration Number: HE 394047, Licensed Administrative Service Provider | Regulated by the Cyprus Bar Association
These General Terms and Conditions (the “Terms”) govern the relationship between Fidusol Ltd trading as Real Estate Exchange Europe (“REXE” or the “Company”) and its clients (“Customer”) in relation to the use of the Company’s escrow, payment, and administrative services. By registering with REXE or using its services, the Customer confirms that they have read, understood, and agree to be bound by these Terms.
These Terms should be read together with any applicable Service Agreement, Escrow Agreement, Privacy Policy, or other supplementary terms provided to the Customer at the time of engagement.
1. Definitions and Interpretation
In these Terms, the following definitions apply:
• “ASP Licence” means the Administrative Service Provider licence held by Fidusol Ltd, granted and regulated by the Cyprus Bar Association under the Cyprus Advocates Law.
• “Conditions of Release” means the contractual and/or legal conditions that must be satisfied before escrowed funds are disbursed to a designated party, as set out in the applicable Escrow Agreement.
• “Customer” means any individual or legal entity that registers for and uses the Company’s services.
• “Escrow Account” means a segregated safeguarding account held with a licensed EU credit institution in which Customer funds are held pending satisfaction of the Conditions of Release.
• “Platform” means the REXE digital escrow and settlement platform, accessible at pilot.rexe.ai and such other addresses as may be notified by the Company.
• “PI Licence” means any Payment Institution authorisation held by the Company or a connected entity, under which payment services are provided in accordance with Directive (EU) 2015/2366 (PSD2).
• “Transaction” means any escrow, payment, or settlement arrangement initiated through the Platform.
References to “writing” include email. The singular includes the plural and vice versa. Headings are for convenience only.
2. About Fidusol Ltd and REXE
Fidusol Ltd is a company incorporated in Cyprus (Company Registration Number: HE 394047), with its registered office at Tseriou Avenue & Naxou 1 Street, 1st Floor, Office 103, Strovolos 2043, Nicosia, Cyprus. Fidusol Ltd is an authorised Administrative Service Provider (ASP), regulated by the Cyprus Bar Association under the Cyprus Advocates Law.
Fidusol Ltd operates the REXE platform, a regulated digital escrow and settlement infrastructure for real estate and commercial transactions. Where payment services are provided through or in connection with the Platform, these are conducted in accordance with applicable payment services regulation and, where applicable, under the supervisory oversight of the Central Bank of Cyprus (CBC).
The Company does not hold, invest, or deal in Customer funds for its own account. All Customer funds received in connection with escrow arrangements are held in segregated safeguarding accounts and are not assets of the Company.
3. Scope of Services
Subject to these Terms and any applicable Service Agreement, the Company may provide the following services:
• Digital escrow administration – holding Customer funds in segregated accounts pending satisfaction of defined Conditions of Release.
• Payment initiation and execution – processing credit transfers and payment instructions in connection with escrow Transactions.
• Settlement coordination – facilitating the disbursement of funds upon confirmation of contractual and legal conditions.
• Administrative and fiduciary services – company administration, nominee, and related corporate services within the scope of the ASP Licence.
The specific services applicable to each Customer will be set out in the relevant Service Agreement. The Company reserves the right to decline to provide, or to suspend, any service where it is required to do so by law or regulation, or where the Company reasonably determines that doing so is necessary to manage risk or protect the integrity of the Platform.
4. Customer Obligations
As a condition of using the Company’s services, the Customer agrees to:
• provide accurate, complete, and up-to-date information at all times, including during registration and throughout the business relationship;
• cooperate fully with and promptly complete all required KYC (Know Your Customer), KYB (Know Your Business), and AML (Anti-Money Laundering) verification procedures;
• use the services only for lawful purposes and in compliance with these Terms and all applicable laws and regulations;
• not use the Platform in connection with any fraudulent, deceptive, or unlawful activity, including money laundering, tax evasion, or sanctions evasion;
• promptly notify the Company of any unauthorised access, security incident, or material change in the Customer’s circumstances, including changes in beneficial ownership or corporate structure; and
• maintain adequate internal authorisation and governance processes for instructions submitted through the Platform.
Failure to comply with these obligations may result in suspension of services, termination of the relationship, and reporting to relevant authorities where required by law.
5. Customer Onboarding and KYC/AML Compliance
The Company is required by law to verify the identity of all Customers before providing services. No services will be activated until satisfactory KYC/AML verification has been completed. The Company applies a risk-based approach to onboarding and ongoing monitoring in accordance with:
• EU Anti-Money Laundering Directives (AMLD5/AMLD6) as implemented in Cyprus;
• the Cyprus Prevention and Suppression of Money Laundering and Terrorist Financing Law;
• AML requirements applicable to Administrative Service Providers regulated by the Cyprus Bar Association; and
• applicable guidance issued by MOKAS and the Central Bank of Cyprus.
The Company reserves the right to request additional documentation, conduct enhanced due diligence, or decline to onboard any Customer at its sole discretion, without being required to give reasons where disclosure is restricted by law.
Customer records are retained for a minimum of five (5) years following the end of the business relationship, or longer where required by applicable law.
6. Escrow Arrangements and Conditions of Release
Funds deposited into an Escrow Account are held by the Company in segregated safeguarding accounts with licensed EU credit institutions and are not commingled with the Company’s own funds.
Escrow funds will only be released in accordance with the Conditions of Release specified in the applicable Escrow Agreement. Release will typically require written confirmation from an authorised legal professional or certifying officer that the relevant contractual and legal conditions have been satisfied. In Cyprus, where there is no notary profession, this role is performed by advocates acting as certifying officers under the Advocates Law, Cap. 2, or by the Department of Lands and Surveys in relation to title transfer formalities.
The Company operates dual-authorisation controls on all fund releases. No discretion is exercised by the Company over the timing or destination of escrow disbursements beyond the terms of the Escrow Agreement.
In the event of a dispute between the parties to an Escrow Agreement, funds will not be released until the dispute is resolved in accordance with the terms of the applicable agreement, by written agreement of the parties, or by order of a competent court.
Escrow funds are fully protected from claims by the Company’s creditors in the event of insolvency. The Company maintains daily reconciliation of all safeguarding accounts.
7. Payment Services
Where payment services are provided, these are conducted under applicable PSD2 authorisation. The Company may execute payment transactions, initiate credit transfers, and remit funds in connection with Transactions processed through the Platform.
The Customer must ensure that payment instructions submitted through the Platform are accurate and complete. The Company will process instructions as received and is not liable for losses arising from incorrect instructions provided by the Customer.
Payment execution timescales and cut-off times will be communicated through the Platform. The Company complies with the execution timeframe requirements under PSD2.
8. Fees and Charges
The Customer agrees to pay service fees in accordance with the fee schedule communicated at the time of Transaction initiation or as set out in the applicable Service Agreement. Fees may be structured as a fixed amount, a percentage of the Transaction value, or a combination thereof.
Fees are payable in advance of, or concurrent with, the initiation of a Transaction unless otherwise agreed in writing. The Company reserves the right to deduct fees from escrowed funds in accordance with the Escrow Agreement.
The Company will provide reasonable advance notice of any changes to its fee schedule. Continued use of the services after such notice constitutes acceptance of the revised fees.
9. Safeguarding of Client Funds
All Customer funds received by the Company are safeguarded in designated client accounts held with licensed EU credit institution partner banks. These accounts are:
• maintained separately from the Company’s own operational accounts;
• reconciled on a daily basis against the Company’s internal records; and
• protected from claims by the Company’s creditors in the event of the Company’s insolvency.
The Company maintains a Safeguarding Officer with responsibility for oversight of all safeguarding arrangements. Safeguarding accounts are reviewed and audited in accordance with applicable regulatory requirements.
The Company does not pay interest on Customer funds held in Escrow Accounts unless expressly agreed in writing.
10. Liability and Indemnity
The Company will act with reasonable care and diligence in providing services. Subject to applicable law, the Company’s liability is limited as follows:
• The Company is not liable for indirect, consequential, or special losses, or for loss of profit, goodwill, or opportunity, howsoever arising.
• The Company’s liability for direct losses is limited to losses directly caused by the Company’s gross negligence, wilful misconduct, or fraud.
• The Company is not liable for losses caused by third-party failures (including banking partners, payment systems, or telecommunications providers) that are beyond the Company’s reasonable control.
• The Company is not liable for losses arising from the Customer’s failure to comply with these
Terms, including providing inaccurate instructions or information.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
The Customer agrees to indemnify and hold harmless the Company from any claims, losses, or costs arising from the Customer’s breach of these Terms, provision of inaccurate information, or misuse of the Platform.
11. Complaints Handling
The Company is committed to handling complaints fairly, promptly, and transparently. Complaints may be submitted via:
• Email: complaints@rexe.ai
• Post: marked “Complaints” and addressed to the Compliance Manager at the Company’s registered address; or
• Online form: where available through the Platform.
The Company’s complaints handling procedure is as follows:
• Acknowledgement: all complaints will be acknowledged within 5 business days of receipt.
• Investigation: complaints will be investigated promptly and objectively by suitably independent staff.
• Final response: a final response will be provided within 15 business days of receipt. Where this is not possible, the Customer will be informed of the reasons for delay, and a response will be provided within 35 business days in total.
If a Customer remains dissatisfied with the Company’s final response, they may escalate the matter to:
• Cyprus Bar Association – for matters relating to administrative and fiduciary services provided under the ASP Licence; or
• Central Bank of Cyprus (CBC) – for matters relating to payment services.
Complaints records are retained for a minimum of seven (7) years and are available for regulatory inspection.
12. Data Protection and Privacy
The Company processes personal data in accordance with the EU General Data Protection Regulation (GDPR, Regulation (EU) 2016/679) and applicable Cyprus data protection law. The Company’s Data Protection Officer (DPO) has oversight of all data processing activities.
Full details of how the Company collects, uses, retains, and protects personal data are set out in the Privacy Policy available on the Platform. The Privacy Policy forms part of the Company’s obligations to Customers and is incorporated by reference into these Terms.
The Customer has the right to access, rectify, or request erasure of their personal data, subject to applicable legal and regulatory retention requirements. Data subject requests may be submitted to the DPO at the Company’s registered address or via the Platform.
13. Termination
Either party may terminate the business relationship by giving written notice to the other. The Company may terminate with immediate effect where:
• the Customer has materially breached these Terms and, where the breach is capable of remedy, has failed to remedy it within 14 days of written notice;
• the Company is required to do so by law, regulation, or order of a competent authority;
• the Customer fails to complete KYC/AML verification within the timeframe required by the Company; or
• continued engagement presents an unacceptable regulatory, legal, or reputational risk.
Upon termination, all escrowed funds will be settled or returned in accordance with the Conditions of Release and the applicable Escrow Agreement. Where a dispute prevents release, the Company will retain the funds until the dispute is resolved in accordance with clause 6.
Termination does not affect any rights or obligations that have accrued prior to the date of termination. Clauses relating to liability, data protection, governing law, and complaints handling survive termination.
14. Amendments
The Company reserves the right to amend these Terms at any time. Material amendments will be notified to the Customer by email or through the Platform at least 30 days prior to the amendments taking effect.
Amendments required to comply with a change in applicable law or regulation may take effect with shorter notice where the Company is required by law to implement them without delay. The Company will provide as much notice as is reasonably practicable in such circumstances.
Continued use of the services following the effective date of an amendment constitutes acceptance of the amended Terms. If the Customer does not accept the amended Terms, they must notify the Company in writing before the effective date and may terminate the relationship in accordance with clause 13.
15. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute arising out of or in connection with these Terms, including disputes relating to their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Cyprus.
Nothing in this clause limits the Customer’s statutory rights, including any right to escalate complaints to CySEC, the Central Bank of Cyprus, or other competent regulatory authorities as set out in clause 11.
16. General Provisions
• Severability: if any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force.
• Entire Agreement: these Terms, together with any applicable Service Agreement and Escrow Agreement, constitute the entire agreement between the parties in respect of the subject matter and supersede all prior representations and arrangements.
• Waiver: failure by the Company to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in future.
• Assignment: the Customer may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations in connection with any corporate restructuring or regulatory transfer, subject to giving reasonable notice.
• Force Majeure: the Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, government action, banking system failures, or cyber-incidents, provided it takes reasonable steps to mitigate the impact and notifies the Customer promptly.