Luxembourg Fund Administration Payment Terms and Conditions
Last Updated: November 1, 2025
These Luxembourg Fund Administration Payment Terms and Conditions (the “Payment Terms” or “Agreement”) between you and Carta Lux Sàrl (“Carta”) apply to your use of Carta’s Fund Administration products or services in connection with the payment transaction types described herein. “You” and “your” refer to the person giving this consent and to any individual or entity you are authorized to represent with respect to use of Carta’s products and services (the “User”). Where the words “you” or “your” are used in these Terms, it means User.
Your use of the Carta.com website is also governed by and subject to our Terms of Service and Privacy Policy, as well as all other applicable terms, conditions, limitations, and requirements contained on the Carta website (carta.com), all of which (as may be changed or amended from time to time) are incorporated into these Payment Terms. Your use of Carta’s Fund Administration products or services may further be governed by and subject to a Master Subscription Agreement and related Engagement Letter and/or Order Form with Carta. Carta, in its sole discretion, may refuse the payment services described herein to anyone or any user without notice for any reason at any time.
These Payment Terms are subject to change without prior notice at any time, in Carta’s sole discretion. Any changes to the Payment Terms will be in effect as of the date indicated on the Payment Terms available on the Carta website. You agree to review the latest version of the Payment Terms periodically to remain aware of any modifications to the Payment Terms about which you are not alerted by Carta. Your continued use of the services after the effective date will constitute your acceptance of and agreement to such changes. In the event of any conflict between these Payment Terms and the Terms of Service that apply generally to the use of Carta websites, these Payment Terms shall prevail or supersede.
By electing to participate in any transaction (each, a “Transaction”) with your designated payment account (each, a “Payment Account”) using Carta’s products and services and providing Carta with your desired payment instructions, you are requesting and authorizing Carta to act on your behalf as necessary to complete the Transaction. You authorize Carta to act on and accept any instructions that are issued or authorized by you or by your agent having access to the username and/or password to your Carta account or that are accepted by Carta in good faith and in compliance with Carta’s security procedures then in effect, regardless of whether any such instructions were in fact authorized by you.
You authorize Carta to collect, store, and use any Payment Account information, bank account information, and payment details you provide to Carta to enable Carta to provide the services described herein, including but not limited to wire transfers, and to further provide related payment services that Carta may provide from time to time, including but not limited to those related to equity transactions or cap table management.
Payment Account Setup
You shall enable only the permissions strictly necessary for Carta to set up and release wire transfers in your Payment Account(s).
Wire Transfer Authorization and Terms
Payment Authorization:
Carta may initiate a wire transfer Transaction on your behalf to a recipient designated by you (the "Recipient”).
By providing Carta with instructions related to a Transaction, you authorize Carta to send a wire transfer with funds from your Payment Account for up to the total amount of funds required to complete the Transaction (the applicable “Transaction Amount”), including all applicable taxes, fees, and costs as may be finally determined and approved by the Recipient.
Wire Transactions may include, but are not limited to, domestic wires, international USD wires, and FX (foreign exchange) wires.
You represent that the following information is accurate and has been reviewed by you: your Payment Account information, the Recipient wire instructions, the Transaction Amount, and any other Transaction details included in your instructions to Carta.
You acknowledge and agree that your confirmation of any draft instructions provided by Carta via any Automation Features (discussed below) will be considered as your instructions submitted to Carta, that those instructions are correct, and that Carta is authorized to rely and act upon those instructions.
Terms
You are responsible for ensuring that the Transaction is initiated properly, is addressed properly, and bears appropriate wire instructions in exactly the form required by the Recipient’s financial institution, as applicable, for identification of the receiving account and the applicable Transaction.
You understand and agree that any erroneous, mismatched, or incomplete identifying information on a Transaction may result in such Transaction being rejected, lost, posted to an incorrect account, or returned to the originating financial institution without notice to you.
You agree that the Transaction associated with a wire transfer may not be completed until the Transaction Amount is received in full. If the Recipient does not receive, or the Sender does not send, the full Transaction Amount for a Transaction, including as a result of the deduction of any fees and taxes by your financial institution or any intermediary financial institution, such Transaction may be identified as underfunded, and you may be notified that your Transaction is underfunded. Carta is not responsible for any failure of completion of the Transaction to the extent due to underfunding pursuant to your instructions regarding the Transaction Amount.
You agree that any funds received by the Recipient may be held and retained by the Recipient, and Carta is unable to retrieve any funds after the wire transfer has been sent.
Carta is not responsible for any delays in connection with a Transaction resulting from your financial institution, the Recipient’s financial institution, the Sender’s financial institution, or any intermediary financial institution.
You are responsible for reviewing your Payment Account and your Carta account to confirm whether the Transaction has been initiated, communicating directly with the Recipient or Sender, as applicable, to determine whether the wire transfer has been received by the Recipient, as applicable, and knowing the funding status of your pending Transaction.
Carta is not responsible for any fees and taxes imposed by your financial institution, any intermediary financial institution, the Recipient’s financial institution, or any government in connection with any Transaction to or from your Payment Account.
You understand and agree that if funds are sent by wire transfer to the Recipient in a foreign currency different from the currency of your Payment Account, then your financial institution, the Recipient’s financial institution, or any intermediary financial institution may apply the prevailing foreign currency exchange rate to convert such funds to the applicable currency. Carta is not responsible for (A) any changes in foreign currency exchange rates arising between your Transaction initiation request and the execution of such wire transfer or the application of any foreign currency exchange or (B) any changes in the amount of the applicable wire transfer Transaction that may be attributable to any foreign currency conversion by any financial institution or intermediary financial institution. The Recipient’s financial institution or the financial institution of your Payment Account may reject these funds if your selected currency is not permitted by such financial institution, and Carta is not responsible for any such rejection.
You are responsible for providing Carta with the applicable supporting documentation (including, but not limited to: invoices, investment agreements, or other transaction-related agreements) included in your instructions to Carta, as well as providing callback instructions, if requested by Carta. You are responsible for providing any additional instructions or documentation requested by Carta (including, but not limited to: tax treatment information, confirmation of the identity of the Recipient), as necessary for the Transaction, including obtaining any such information from the Recipient.
For Transactions with multiple Recipients and Payment Amounts, you are responsible for reviewing and confirming Recipient and Payment Amount information.
You are responsible for having sufficient funds in the Payment Account for Carta to initiate the Transaction.
Book Transfer Authorization and Terms
Payment Authorization:
By choosing to use multiple bank accounts as your Payment Accounts with Carta, you may be able to have Carta assist with initiating transactions between your Payment Accounts, provided that such accounts are held at the same financial institution. When you choose to enter into a Transaction between your designated Payment Accounts, you are authorizing Carta to process an immediate electronic transfer from one Payment Account to another Payment Account on your behalf up to the Transaction Amount designated in the instructions from you to Carta.
You authorize Carta to process debit and credit entries, as applicable, between your Payment Accounts to deposit or withdraw, as applicable, funds in connection with a Transaction, within the scope of the services provided by Carta.
Terms:
You represent that the following information is accurate and has been reviewed by you: all Payment Account information, the Transaction Amount, and any other Transaction details included in your instructions to Carta.
You represent that you have enabled sufficient inbound and outbound permissions for the applicable Payment Accounts, including but not limited to deposits and withdrawals, to use these Carta payment features.
General Provisions
Review and Approval: All Transactions are subject to review and approval by Carta. Carta shall have the ultimate right to approve or deny Users for use of any of the payment services described herein.
Prohibited Industries and Transactions: User represents and warrants that it is not engaged in products, services, and industries that are prohibited under Carta’s payment policies and procedures, as updated from time to time at https://support.carta.com/s/article/prohibited-and-restricted-activities (“Prohibited Industries”). Client further acknowledges and agrees it shall not submit Transactions related to the products, services, and industries that are prohibited under Carta’s payment policies and procedures or that violate or would cause Carta to violate any applicable jurisdiction’s law or regulation (“Prohibited Transactions”).
Business Use: User represents and warrants that the payment services will be used solely for business purposes.
Linking Payment Account: Carta provides the option to link User’s Payment Account information through Plaid Technologies, Inc. (“Plaid”) or other third party providers.
By providing Payment Account information and credentials to Carta for fund administration services, User authorizes Carta to link User’s Payment Account to the Carta platform via Plaid or such other third party provider and transmit User’s financial information from User’s financial institution in accordance with Carta’s policies.
User understands that Carta uses Plaid or such other third party provider to gather User’s data from financial institutions. By using our service, User grants Carta and Plaid or such other third party provider the right, power, and authority to act on User’s behalf to access and transmit User’s financial information from relevant financial institutions, including but not limited to account balance. User agrees to such financial information being transferred, stored, and processed by Plaid or such other third party provider in accordance with the Plaid Privacy Policy or the applicable privacy policy of such other third party provider. User acknowledges and understands that Carta is not responsible for administering the Plaid or other third party provider functionality and agrees to address any such issues with Plaid or such other third party provider directly.
Error Detection: Carta has no obligation to discover and shall not be liable to User for errors made by User, including but not limited to errors made in identifying the Recipient, Recipient, or an Intermediary, or for errors in the amount of a Transaction or for errors in settlement dates. Carta shall likewise have no duty to discover and shall not be liable for duplicate Transactions issued by User.
In the event that User makes an error or issues a duplicate Transaction, User shall indemnify, defend all claims, and hold Carta harmless from any loss, damages, or expenses, including but not limited to attorney’s fees, incurred by Carta as result of the error or issuance of duplicate Transactions.Inconsistency of Name and Account Number: User understands and agrees that Carta may rely solely on identifying numbers provided by User to determine the bank and account that is the subject of each Transaction even if the numbers identify a bank or account holder that differs from the one User has identified by name. User may request Carta to perform callback procedures. If: (i) User does not request callback procedures and User provided incorrect instructions, or (ii) incorrect instructions were provided to Carta and confirmed by callback; then User will indemnify Carta for any losses, liabilities, costs, or expenses Carta or any third party suffers or incurs as a result of an incorrect account or other error. All disputes between User and its Recipients and/or Recipients relating to any Transaction will be settled by and between User and such Recipient or Recipient. User agrees that Carta bears no responsibility for, and will have no involvement in, any such dispute.
Automation Features: Carta may provide services to assist you in submitting payment details and instructions to Carta. This may include services to read invoices uploaded to Carta. In connection with such services, Carta may display draft payment details and instructions for you to confirm or edit. You expressly agree to read any draft payment details and/or instructions prior to your confirmation and submission of payment instructions to Carta. You are responsible for ensuring that any draft payment instructions are correct, addressed properly, and in the proper amount. You acknowledge and agree that your confirmation of any draft payment instructions will be considered your payment instructions and that Carta is authorized to act upon those instructions. Carta shall have no liability whatsoever for any errors or incorrect payment instructions confirmed by you or your agent, regardless of whether such error originated in a draft payment instruction provided by Carta.
Information Security: User agrees to safeguard Protected Information (defined below) and other records of Entries, source documents, or authorizations. For purposes of this Agreement, “Protected Information” means the non-public personal information, including financial information, of a natural person used to create, or contained within, a Transaction request and any related addenda record.
User represents and warrants that it is compliant with and shall continue to comply with (i) applicable law and rules relating to the privacy, confidentiality, or security of Protected Information, and (ii) all provisions of User’s information security policies and procedures that apply to the services. User will provide Carta with copies of its policies and procedures related to Protected Information within three Business Days of Carta’s written request. User shall be liable to Carta for failure to comply with its obligations to safeguard Protected Information and other records of Transaction requests, source documents, or authorizations.
User agrees to maintain a comprehensive written information security program that includes technical, physical, and administrative/organizational safeguards designed to (i) ensure the security and confidentiality of Protected Information and information made available to User or Carta or received from User or Carta under this Agreement; (ii) protect against any anticipated threats or hazards to the security and integrity of such information; (iii) protect against any actual or suspected unauthorized processing, loss, or acquisition of such information; (iv) ensure the proper disposal of such information; and (v) regularly test or otherwise monitor the effectiveness of such safeguards.Indemnity: User shall defend, indemnify, and hold harmless Carta, and its officers, directors, agents, and employees, from and against any and all actions, costs, claims, losses, damages, or expenses, including attorney’s fees and expenses, resulting from, or arising out of (a) any breach of any of agreements, representations, or warranties of User contained in this Agreement; or (b) any other act or omission of the User or any other person acting on the User’s behalf.
Disclaimer of Liability: Under no circumstances will Carta be liable for any losses, claims, demands, or damages relating to your financial institution, as applicable, paying the wrong person or entity. Carta will not be liable if a financial institution rejects or does not accept a Transaction(s) or accepts a Transaction(s) and then places the funds in a suspense or holding account. Carta shall not be liable for any errors relating to any payment instruction or any funds transferred to or from the wrong account based on incorrect payment instructions or information submitted by User or supplied by a third-party to Carta or confirmed by User. You agree that Carta may rely on the instructions and information provided by You or made available by You to Carta, and Carta is not responsible for evaluating or verifying such instructions or information. Carta shall not be required to correct or reverse such Transactions or to redeem or refund you any funds, and you forfeit any right to such funds.
Carta will be excused from any failure or delay in performance under this Agreement to the extent such failure or delay is caused by any event or circumstance beyond Carta’s reasonably foreseeable control, including legal constraint, interruption of communication facilities, equipment failure, war, pandemic, or natural disaster, for as long as such event or circumstance exists.
Carta makes no warranty with respect to the services, including any products or hardware, to be rendered under this Agreement, including without limitation, accuracy, merchantability, or fitness for a particular purpose.Cancellations: User shall have no right to cancel or amend any Transaction after it has been initiated with Carta or after any payment instruction has been received by Carta and completed Transactions cannot be refunded. However, if a Transaction has not been completed, User may attempt to cancel the Transaction by following the instructions and procedures contained on the Carta.com website or by contacting your Carta representative.
Carta may use reasonable efforts to act on a request by User for cancellation or reversal of a Transaction but will have no liability if such cancellation or reversal is not effected. You understand that any cancellation of a Transaction will be final. You understand and agree that any refunds or returned payments may only be sent to the originating sender. User will indemnify Carta against any claim, alleged claim, demand, loss, liability, or expense resulting that Carta may directly or indirectly incur in effecting or attempting to affect the cancellation, reversal, or amendment of a Transaction.Customer Service: Questions relating to any Transaction made using your Payment Account should initially be directed to the financial institution where the Payment Account is held. Please save the order confirmations that you are provided when you make a Transaction and check them against your Payment Account statement. To get in touch with Carta, contact Carta Support or your account manager.
Security Procedures: User is strictly responsible for establishing and maintaining written policies and procedures to safeguard against unauthorized transmissions, including access to the means to initiate transmissions. User warrants that no individual will be allowed to submit instructions or initiate Transactions in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices and related instructions provided by Carta in connection with Carta’s security procedures. You acknowledge that the purpose of Carta’s security procedures is for verification of authenticity and not to detect an error in the transmission or content of a transaction. No security procedures for the detection of any such error have been agreed upon between Carta and User.
User acknowledges and agrees that the security procedures, including (without limitation) any code, password, personal identification number, user identification technology, or other method of authentication or identification, constitute commercially reasonable security procedures under applicable law for the origination of Transactions and Entries. If an instruction received by Carta was transmitted or authorized by User, User will be obligated to pay Carta the amount of such Transaction, whether or not Carta complied with the security procedures with respect to that Transaction or whether or not that Transaction was erroneous in any respect or that error would have been detected if Carta had complied with such procedures.Jurisdiction/Currency: You shall not use Carta to send any fund transfers through or into any country in violation of Luxembourg laws or any other applicable jurisdiction’s laws.
Certification: By accepting these Payment Terms, you are certifying to Carta, in connection with each wire transfer or book transfer, that: (i) you are an owner and authorized signer of the applicable Payment Account(s) associated with each Transaction and no other owner or authorized signer is required to sign to authorize such Transaction; (ii) your consent to these Payment Terms has not been revoked, in whole or part, by operation of law or otherwise; (iii) the information you provided identifying your designated Payment Account is true and correct; and (iv) you will not dispute any scheduled Transactions with your financial institution, so long as the Transactions correspond to the instructions provided by you or on your behalf.
Fees, Taxes, and Interest: Carta shall not be liable for any fees and taxes in connection with or applicable to any wire transfer or underlying Transaction that may be imposed by your financial institution, any intermediary financial institution, any Transaction party’s financial institution, or any government, and you shall pay all such fees and taxes. As between you and Carta, you shall pay any transaction or processing fees imposed by your financial institution or the other party’s financial institution, including but not limited to incoming and/or outgoing wire transfer fees, and you acknowledge that your financial institution or the other party’s financial institution reserves the right to deduct such transaction or processing fees from any amounts to be transferred to you under these Payment Terms. Carta will not be obligated to calculate or pay interest to you or any other party claiming through you or otherwise.
Notice of Error: You shall notify Carta immediately in writing if you notice any discrepancy involving the posting of any Transaction or if you discover a problem with any Transaction. Such notification must include a statement of the relevant facts and must be provided within a reasonable time. You further acknowledge and agree that User bears the sole responsibility for detecting and preventing errors in any instruction, Transactions, or Entries submitted to Carta, including errors that are the result of security breaches, fraud, or other malicious acts against User by third parties. For some Transactions, Carta or Carta users may be directed to use a third-party payment services provider, and such Transactions shall be subject to the terms and conditions provided by such third party. Any Transaction you process with a third party is strictly between you and such third party, and such third party will resolve any disputes regarding the Transaction.
Liability for Unauthorized Transactions: Applicable law may limit your liability for any fraudulent, erroneous unauthorized electronic transaction from a bank account based on how quickly you report it to your financial institution. You should report any fraudulent, erroneous or unauthorized transactions to your bank or financial institution promptly after the questionable transaction FIRST appeared on your Payment Account statement. You should contact your financial institution for more information about the policies and procedures that apply to your account and any unauthorized transactions, including any limits on your liability.
Electronic Delivery of Future Disclosures: You accept all disclosures and other communications between you and Carta on this website or at the primary email address associated with your Carta account. You should print and retain a copy of all such disclosures and communications.
Compliance with Law: To help the government fight the funding of terrorism and money laundering activities, federal law requires money services businesses to collect, verify, and record information that identifies each person who uses the service. You understand and agree that Carta will comply with regulations issued by the Luxembourg Commission de Surveillance du Secteur Financier (“CSSF”)and all other relevant governmental agencies. Carta is not responsible for any payment delays, freezes, or holds resulting from such compliance obligations. You understand and agree that Carta will collect and use the information you provide to comply with these obligations. You understand and agree that if any wire transfer or book transfer request is to an entity listed on the Consolidated list of persons, groups and entities subject to EU financial sanctions (the “EU Consolidated List of Sanctions”) or the United Nations Security Council Consolidated List (the “UN Sanctions”) , Carta is prohibited by law from assisting with the transfer. Carta may reject the use of any Payment Account or instructions to transfer to or from any financial institution in its sole discretion. Any Transaction initiated under these Payment Terms and the funds associated with such Transaction are subject to all applicable federal and state laws and regulations, including escheat or similar laws.
No Third-Party Beneficiaries: Excepted as otherwise provided herein, these Payment Terms are not intended to be for the benefit of or to be enforceable by any person or entity other than you; and no other person or entity shall be entitled to claim that it is a third party beneficiary hereof.
Electronic Payment Authorization: You agree that if you use a Payment Account for any transactions described in the Carta™ Electronic Payment Authorization, then you agree to the terms described therein.
Headings: The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect any of the terms or provisions hereof.