Terms of Service — PaySaxas FSC

Important Information about Cryptocurrency

Cryptocurrency is not legal tender in Canada. The Cryptocurrency available through the Service is not issued or guaranteed by the Bank of Canada or by any other central bank or government, and it is not insured by the Canada Deposit Insurance Corporation (CDIC) or by any other deposit insurance scheme. The value of Cryptocurrency can be highly volatile, and the Client may lose all or part of the value of their Cryptocurrency. A stablecoin may lose its value relative to the currency it is designed to track, and its issuer may freeze or block it. Cryptocurrency transfers are generally irreversible, and Cryptocurrency sent to a wrong address or network may be permanently lost. These and other risks are described in Clause 7.14.

PaySaxas Financial Solutions Corporation (the “Company”) holds, exchanges and transfers Cryptocurrency for its Clients, as described in Clauses 6, 7.11, 7.12 and 7.13. The Company does not offer margin trading, leverage, lending, staking or derivatives in relation to Cryptocurrency. The Company does not provide investment, financial, legal or tax advice or trading recommendations. The Client decides whether to buy, sell, hold or transfer Cryptocurrency and whether doing so is suitable for them, and is responsible for complying with the laws that apply to them.

The Company is registered with FINTRAC as a money services business, including for dealing in virtual currencies, and with the Bank of Canada as a payment service provider (Clause 2.2). Neither registration is a licence, approval or endorsement of the Company or the Service. FINTRAC supervises the Company’s compliance with the AML Act, not how the Company holds Client assets. The Company is not a member of the Canadian Investor Protection Fund (CIPF), and Cryptocurrency held for the Client is not protected by CIPF.

Client Cryptocurrency is held in Wallets under the Company’s control or through custodians engaged by the Company, as described in Clause 7.11. It is not part of the safeguarding described in Clause 2.7, under which the Company holds Fiat Currency in trust for the Clients in a separate safeguarding account. If the Company or a custodian becomes insolvent, the treatment of Client Cryptocurrency will depend on applicable law. The Company is not a member institution of CDIC and does not represent that CDIC deposit insurance applies to Fiat Currency or Cryptocurrency that it holds for the Client.

These Terms of Service (hereinafter the “ToS”) regulate the relationship between PaySaxas Financial Solutions Corporation and its Client when the Client uses the Company’s Service. These Terms of Service are entered into electronically via remote communication. By accepting them electronically (including by clicking an “I agree” button or equivalent), the Client enters into a legally binding contract, and that acceptance constitutes the Client’s electronic signature for the purposes of applicable law, including the Electronic Transactions Act (British Columbia).

Territorial Scope - Quebec. The Service is not offered to, and may not be used by, residents of the Province of Quebec. Each Client represents and warrants that, if a natural person, they are not resident in the Province of Quebec and, if a legal person, it is not incorporated in, and does not have its head office or principal place of business in, the Province of Quebec. The Client shall notify the Company without delay if this ceases to be true, and the Company may suspend or terminate the Account in accordance with Clauses 15 and 16.

Restricted jurisdictions. The Service is not offered to, and may not be used by, persons resident or established in a jurisdiction that is the subject of comprehensive Sanctions or in which, according to the Website, the Service is not available, and it may not be used from a jurisdiction that is the subject of comprehensive Sanctions; where the Website restricts only a part of the Service, the restriction applies to that part. In any event, the Cryptocurrency Services are not offered to, and may not be used by, persons resident or established in a member state of the European Union or the European Economic Area, the United Kingdom or the United States. For the purposes of this paragraph, a legal person is established in each jurisdiction in which it is incorporated or has its head office or principal place of business. Where the Company adds a jurisdiction to the list on the Website, the restriction applies to Clients already resident or established in that jurisdiction from the date stated in the notice that the Company gives them under Clause 15.4, unless Sanctions or other applicable law require it to apply earlier. Each Client represents and warrants that it does not use the Service, or any part of it, contrary to this paragraph, and shall notify the Company without delay if it becomes resident or established in a jurisdiction covered by this paragraph, in which case the Company may restrict the relevant part of the Service or suspend or terminate the Account in accordance with Clauses 15 and 16. Nothing on the Website is an offer or solicitation to anyone in a jurisdiction where it would be unlawful.

The Company keeps a record of the date and time at which the Client accepts these Terms of Service; together with the versions kept under Clause 14.3, this record identifies the version accepted by the Client. Without undue delay after acceptance, and in any event within 15 days, the Company sends the Client by e-mail a copy of the accepted version and of the Service Price List that applies to the Client, stating the Client’s name and the date of acceptance, in a form that the Client can store and reproduce. If the Client does not accept these Terms of Service, they cannot use the Service.

Upon completing the Account registration and receiving confirmation from the Company, these Terms of Service between the Client and the Company become effective (the “Effective Date”). Clause 3 (Compliance with the AML Act), Clause 11 (Confidentiality) and Clause 17 (Governing Law, Complaints and Disputes), and the Privacy Policy, apply from the time the Client submits an application to open an Account.

By entering into these Terms of Service, the Client consents to receiving all notices, disclosures, statements and other communications from the Company electronically, through the Client Platform and at the e-mail address registered in the Account, and to communicating with the Company through the Client Platform and by e-mail. This consent does not extend to commercial electronic messages, which the Company sends only in accordance with the Privacy Policy and Canada’s Anti-Spam Legislation. The Client shall keep their contact details up to date. A notice is deemed received when made available in the Client Platform or one (1) Business Day after it is sent by e-mail, unless the sender receives a delivery-failure message.

1. Definitions and Interpretations

Account means the Client’s account with the Company, opened and accessed through the Client Platform, which may hold balances in one or more Fiat Currencies and include one or more Wallets. An account or account details that an Approved Sub-Provider opens or issues in the Client’s own name do not form part of the Account and are governed by Clause 5.8.

AML Act means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), S.C. 2000, c. 17 (PCMLTFA), and the regulations made under it.

AML Verification means the process of conducting anti-money laundering (AML), Know Your Client (KYC) and know your business (KYB) checks and procedures as required by applicable laws and regulations of Canada (mainly, the AML Act). This verification process is conducted when establishing a business relationship with the Client and subsequently when providing Services or Transactions to the Client with the periodicity defined through the Company’s internal policies. It involves collecting and verifying Client information and documentation to ensure compliance with legal and regulatory obligations related to preventing money laundering, terrorist financing, fraud, and other illicit activities.

Approved Sub-Providers means the regulated financial institutions with which the Company arranges, on the Client’s behalf, accounts, payment or currency exchange services in the Client’s own name, as identified to the Client under Clause 5.8.1.

Bank of Canada means Canada’s central bank, which supervises payment service providers, including the Company, under the Retail Payment Activities Act.

BIC (SWIFT code) means a bank identification number used for identifying payment service providers internationally, the components of which are generated according to the ISO 9362 standard; a number registered by SWIFT.

Business Day means a day when payment service providers are open for business and can complete Services. For the purposes of these ToS, these are other than Saturdays, Sundays or statutory or public holidays in British Columbia or Canada. For the purposes of these ToS, a business day commences at 09:00 Pacific Time (PT) and concludes at 18:00 PT.

Client means a natural or legal person who has entered into these Terms of Service with the Company and, where the context requires, a person who has applied to do so.

Client’s Location means the jurisdiction in which the Client is resident (where the Client is a natural person) or is incorporated or has its principal place of business (where the Client is a legal person).

Client Platform means the online interface, including any website or mobile application, that the Company makes available to the Client to access the Account and the Service. Where the Client Platform also gives the Client access to the services of another PaySaxas Affiliate, those services are provided by that PaySaxas Affiliate under its own terms, are not part of the Service and are not covered by Clause 2.7.

Client’s Representative means an individual who has the authority to act on behalf of a Client or a potential Client that is a legal entity in their interactions with the Company.

Code means a one-time authentication code sent by SMS message (or by another method made available by the Company) to the Client’s phone or device, which the Client uses to identify themselves and which grants them access to request account and Transaction information from the Service, or to execute Transactions.

Confidential Information means non-public information relating to the Client or the Company, their employees, representatives, shareholders, transactions or business that is identified as confidential or that a reasonable person would understand to be confidential, but excluding information that is or becomes public other than through a breach of these Terms of Service, that was already lawfully known to the recipient, or that is independently developed.

Consumer means a Client who is a natural person and who uses the Service primarily for personal, family or household purposes.

Cryptocurrency or Virtual Asset means a digital representation of value that is not Fiat Currency and that can be used for payment or investment purposes, or a private key that gives access to such a representation, and includes “virtual currency” as defined under the AML Act.

Cryptocurrency Services means the following services that the Company provides to the Client through the Client Platform: (a) exchanging Fiat Currency for Cryptocurrency and Cryptocurrency for Fiat Currency and, where the Client Platform allows it, one Cryptocurrency for another; (b) holding Cryptocurrency for the Client in a Wallet; and (c) transferring Cryptocurrency from and to wallets outside the Company.

Fees means any fees, charges and commissions payable by the Client to the Company, as listed in the Service Price List and reviewed from time to time.

Fiat Currency means government-issued currency that is designated as a legal tender in its country of issuance on the legislative level.

FINTRAC means Financial Transactions and Reports Analysis Centre of Canada. FINTRAC is Canada’s financial intelligence unit and anti-money-laundering and anti-terrorist-financing supervisor, and supervises the Company’s compliance with the AML Act. Its contact information is:

• Website: fintrac-canafe.canada.ca
• Email: guidelines-lignesdirectrices@fintrac-canafe.gc.ca
• 24th Floor, 234 Laurier Avenue West, Ottawa, Ontario, K1P 1H7, Canada
• Phone: +1 866 346 8722

Freeze means that the Funds concerned may not be withdrawn, transferred or otherwise dealt with; “freeze” is construed accordingly.

Funds means Fiat Currency and Cryptocurrency owned by or held for the Client and transferred, exchanged, held or otherwise processed through the Account or the Service.

IBAN means International Bank Account Number – an international current account number that identifies payment accounts – generated according to the ISO 13616 standard.

Payment Order means the order given by the Client to the Company to execute a Transaction.

Payment Services means the retail payment activities that the Company performs for the Client within the meaning of the Retail Payment Activities Act (S.C. 2021, c. 23, s. 177), including holding Fiat Currency for the Client in the Account and transferring it at the Client’s request.

PaySaxas Affiliates means Paysaxas Ltd, PaySaxas Oy, PaySaxas Financial Solutions Corporation and any other entity that directly or indirectly controls, is controlled by, or is under common control with any of them, including entities that hold intellectual property or provide group-level functions without themselves being authorised or registered to provide regulated payment, electronic money or crypto-asset services, in each case other than the Company itself.

Personal Data / Personal Information means any information relating to an identified or identifiable individual.

Privacy Policy means the Company's Privacy Policy, a separate document accessible at https://paysaxas.com/privacy/canada/, which describes how the Company collects, uses, discloses and protects Personal Information.

Recipient means a party who receives Funds from a Transaction.

Safeguarded Funds means end-user funds held by the Company on behalf of Clients in connection with the Services that the Company is required to safeguard under section 20 of the Retail Payment Activities Act.

Sanctions means economic or trade sanctions, asset freezes and similar measures imposed under Canadian law, including the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the Freezing Assets of Corrupt Foreign Officials Act, the United Nations Act and the Criminal Code (Canada), and, to the extent that complying with them is lawful under Canadian law, sanctions measures of other jurisdictions that apply to the Company or to a Transaction processed through a financial institution used by the Company, including an Approved Sub-Provider.

Service or Services means the Payment Services and the Cryptocurrency Services made available by the Company to the Client through the Client Platform.

Service Price List means the Company’s price list in force at the time, on the basis of which the Company charges the Client Fees for the use of the Services, identified by a version number and an effective date. The Company makes the Service Price List that applies to the Client available before the Client is bound by it, on the Website, in the Client Platform or by e-mail, and makes any amended version available in the same way no later than the date on which the notice period required under Clause 14.2 begins to run.

Suspension means that no Transaction may be initiated from the Account or, where so stated, that the Transactions concerned may not be executed; “suspend” is construed accordingly.

Transaction means the act by which Funds are transferred, withdrawn, exchanged or made available to a Recipient.

Terms of Service or ToS means these Terms of Service (as may be amended from time to time), which apply in the relationship between the Company and the Client for the entire duration that the Client uses the Service.

Wallet means a blockchain wallet, or the Client’s recorded share of a pooled blockchain wallet, in which Cryptocurrency is held for the Client by the Company or by a custodian engaged by the Company.

Website means www.paysaxas.com.

Nothing in these Terms of Service limits any right of a Consumer, or any liability of the Company, under consumer protection or other legislation that cannot be waived or varied by contract, including the Business Practices and Consumer Protection Act (British Columbia). In the event of any conflict, that legislation prevails.

2. Introduction

2.1. The contact details of the Company are as follows:

Name: PaySaxas Financial Solutions Corporation

Incorporation number (BC Registry): BC1402502

MSB registration number: M23680092

PSP Entity ID: RPS0002084

Registered office: 422 Richards Street, Unit 170, Vancouver, BC, Canada V6B 2Z4

Phone number: +1 778 806 1455

Email address: support@paysaxas.com

2.2. The Company is registered with FINTRAC as a Money Services Business under the AML Act (registration number M23680092) and with the Bank of Canada as a payment service provider under the Retail Payment Activities Act (S.C. 2021, c. 23, s. 177). These registrations are regulatory requirements; they are not a licence, approval or endorsement of the Company or the Service by FINTRAC or the Bank of Canada. The registrations can be checked in FINTRAC’s public registry of money services businesses and in the Bank of Canada’s registry of payment service providers.

2.3. The Company provides information and notifications through the Client Platform or by e-mail to the address registered by the Client, and the Client gives notices to the Company as set out in Clause 18.5.

2.4. The Company provides the Service through the Client Platform. Use of the Website itself, as distinct from the Service, is additionally governed by the Platform Terms of Service available on the Website.

2.5. The Company remits payments for which the Client has given a Payment Order. As a result, the Client is generally not entitled to a refund in respect of a Payment Order that has been executed in accordance with the Client's instructions, except as provided in Clauses 4.12, 7.9, 10 and 12.8 or as required by applicable law.

2.6. Fiat Currency that the Company holds for Clients in the course of providing the Payment Services constitutes “end-user funds” within the meaning of the Retail Payment Activities Act (S.C. 2021, c. 23, s. 177) (the “RPAA”) and is safeguarded as described in Clause 2.7. Cryptocurrency is not safeguarded under the RPAA; the way the Company holds it is described in Clause 7.11.

2.7. Safeguarding of Fiat Currency

2.7.1. The Company holds the Safeguarded Funds in trust for the Clients in one or more accounts used only for end-user funds. The Company currently holds Safeguarded Funds in euro in such an account with PaySaxas Oy, a PaySaxas Affiliate and an electronic money institution authorised by the Finnish Financial Supervisory Authority. The Company may hold Safeguarded Funds with other institutions, or safeguard them in another manner, permitted by the RPAA and the Retail Payment Activities Regulations (SOR/2023-229).

2.7.2. The Company holds the Safeguarded Funds in trust for the Client, and the Client acknowledges this. The trust applies from the time the funds are placed in the safeguarding account until they are paid out under Clause 2.7.5.

2.7.3. The following are not safeguarded under this Clause 2.7: (a) Fiat Currency received with an instruction to transfer it immediately, while it is in transit; (b) Cryptocurrency, which the Company holds as described in Clause 7.11; and (c) funds held by an Approved Sub-Provider in an account in the Client’s own name, which are subject to the arrangements described in Clause 2.7.8.

2.7.4. Fiat Currency received for the Client is placed in the safeguarding account on receipt or, where that is not possible, by the end of the following Business Day, except where: (a) the payment does not identify the Client as required by Clause 6.10, in which case it is held pending identification and, if, after reasonable enquiries, it cannot be attributed to a Client, returned to the payer; or (b) the funds are the proceeds of a sale of Cryptocurrency, which are placed in the safeguarding account on the Business Day on which the sale settles.

2.7.5. The Safeguarded Funds are kept separate from the Company’s own funds, are not used for the Company’s own purposes, and the Company does not grant any security interest over them or make them available to its creditors. They are paid only (a) to the Client or at the Client’s direction, (b) for the Client’s benefit, or (c) to the Company for Fees and other amounts that have fallen due and that the Client owes it under these Terms of Service.

2.7.6. Unless otherwise agreed with the Client in writing, no interest is paid on Safeguarded Funds or on any other Funds held for the Client. The balance of the Company’s segregated client-funds account with PaySaxas Oy is electronic money issued by PaySaxas Oy and is also protected by PaySaxas Oy’s own safeguarding under Finnish law, in favour of the Company as PaySaxas Oy’s customer; it is not a bank deposit. The Company is not a member institution of the Canada Deposit Insurance Corporation (CDIC), Safeguarded Funds are not deposits with the Company, and the Company does not represent that CDIC or any other deposit insurance applies to them.

2.7.7. If the Company becomes insolvent, Safeguarded Funds will be dealt with in accordance with the RPAA and applicable insolvency law. The trustee, receiver or other person administering the Company’s affairs will contact Clients using the contact details registered in the Account and may ask the Client to confirm its identity and give details of an account in its own name to receive the funds. The Client shall keep those contact details up to date.

2.7.8. Where funds are held by an Approved Sub-Provider in an account in the Client’s own name, the Client acknowledges that those funds may be subject to safeguarding arrangements governed by the laws of that Approved Sub-Provider’s home jurisdiction. These arrangements may differ from the Canadian safeguarding regime under the RPAA. The Client acknowledges that the Canadian deposit protection framework (including CDIC) may not apply to those funds, that on the insolvency of the Approved Sub-Provider the Client’s recourse may be limited to its estate under its applicable insolvency law, and that the Company’s role is limited to facilitating access to its services and to the functions described in Clause 5.8.

2.8. The Company and the Company’s support team provide the Service primarily in English. The Client agrees that they are willing to receive the Service and provide all KYC/KYB and AML Verification information in English. The Company does not warrant that the Service can be provided in the Client’s preferred language.

2.9. These Terms of Service may be published in various languages from time to time. In the event of discrepancies between language versions, the English version shall prevail.

3. Compliance with the AML Act

3.1. In accordance with the AML Act, the Company has a legal obligation to know its Client (KYC) and ensure that the Client does not use the Service or enable the Service to be used for money laundering or terrorist financing.

3.2. During the Account opening process by the Company, the Client understands and agrees that the Company may use all lawful and reasonable means to ensure the Company’s compliance with the AML Act in order to provide the Service to the Client. These means include, but are not limited to, conducting an onboarding process and subjecting the Client to an AML Verification process. Such a process is the first step during the Account opening process by the Company and is subject to the payment by the Client of the one-time onboarding fee indicated in the Service Price List (the “Onboarding Fee”). The Client acknowledges that the Company will also conduct ongoing due diligence and monitoring after the Account is opened.

3.3. The Onboarding Fee shall be paid by the Client to the Company prior to the Company starting the Account opening process for the Client.

3.4. The Onboarding Fee covers the reasonable costs of the AML Verification and of opening the Account. The Service Price List states the amount of the Onboarding Fee, what it covers and which part of it, if any, is refunded if the Company does not open an Account. The Onboarding Fee is exclusive of applicable taxes.

3.5. The Client understands and agrees that if the Company is unable to ensure sufficient compliance with the AML Act with regard to the provision of the Service to the Client, the Company may, acting reasonably, decline to open the Account or, subject to Clauses 5.9, 15 and 16, stop providing the Service to the Client and, if necessary, terminate the Terms of Service with the Client, in each case without advance notice where the Company considers this necessary to comply with the AML Act or other applicable law or where notice is prohibited by law. In such cases the Onboarding Fee is refunded only to the extent provided in the Service Price List, subject to the Client’s rights under applicable consumer protection legislation (including Clause 4.12).

3.6. The Client agrees that the Company may share the information and documents provided by the Client with third-party service providers and PaySaxas Affiliates, in accordance with the Privacy Policy, for the purpose of verifying their authenticity.

3.7. The Company may disclose Client information to regulatory authorities, banking partners, Approved Sub-Providers and other service providers where this is necessary to provide the Service or to comply with the Company’s legal obligations or the legal and regulatory requirements of those third parties, including their KYC, KYB and AML requirements, and only to the extent necessary for that purpose. The Client acknowledges and consents that such disclosure may involve the cross-border transfer of data to jurisdictions with different data protection laws, and that Personal Information held in those jurisdictions may be accessible to courts, law enforcement and national security authorities under the laws of those jurisdictions. Further information is set out in the Privacy Policy.

4. Rights and Responsibilities of the Client

4.1. Where the Client is a natural person, they must have reached the age of majority in the province or territory in which they reside (which is 19 in British Columbia and certain other provinces and territories, and 18 elsewhere in Canada) to use the Service. By creating an Account and/or using the Service, the Client represents and warrants that the Client can accept these Terms of Service as binding, the Client is not barred from using the Service under any laws, and the Client will comply with these Terms of Service and all applicable federal, provincial, territorial, local and other laws, rules and regulations.

4.2. In addition to Clause 4.1, where the Client is a legal person, the Client represents and warrants that it is validly established and in good standing under the relevant legislation in the Client’s Location. The Client’s main activity must not be prohibited by any applicable law. The Client’s Representative warrants and agrees that they have the capacity and authority to enter the Client into these Terms of Service on behalf of the Client.

4.3. The Client agrees to use the Service only for the purposes permitted by the Terms of Service and any applicable laws, regulations or generally accepted policies or guidelines in the relevant jurisdiction.

4.4. The Client is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar technologies the Client uses to access the Service.

4.5. The Client shall not disclose their login credentials related to the Account to anyone. If the Client discloses their login credentials to any party, the Client is responsible for the consequences and any losses arising from unauthorized use of the Account until the Client notifies the Company under Clause 4.9, except to the extent caused by the Company’s negligence, wilful misconduct or breach of these Terms of Service.

4.6. The Client is responsible for all the information they submit to the Company. The Client represents and warrants that the Client provides the Company with the correct, sufficient, up to date and necessary information as requested by the Company at any given time in order to enter into these Terms of Service and use the Service. The Company may charge the Client the reasonable, documented costs of any failure to notify the Company of changes in the Client’s information, as set out in the Service Price List.

4.7. The Client shall not do or take up any actions which can hinder, interfere, disable, harm or otherwise disrupt the technical and/or operational functions of the Service, the Company’s equipment and/or network.

4.8. The Company makes reasonable efforts to ensure that the Service is secure and free from viruses and other malicious attacks. However, the Client is solely responsible for protecting their equipment and software from viruses, malicious programs, and other security threats on the internet.

4.9. Any unauthorised access to the Service is prohibited. The Client must notify the Company without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of their login credentials, a Code or the phone number registered for receiving Codes, or of any unauthorised use of the Account. The Client may make such a notification free of charge at any time by e-mail to support@paysaxas.com or through any function that the Company makes available for that purpose in the Client Platform. On receipt of the notification, the Company blocks access to the Account and the credentials concerned and prevents any further use of them.

4.10. The Client shall not change or modify any parts of the Service, including (but not limited to) the Account’s balance, by using illegal means and/or malicious software.

4.11. By using the Service, the Client agrees that the Client is responsible for all instructions, Payment Orders and other actions given through the Account using the Client’s credentials, except to the extent caused by the Company’s negligence, wilful misconduct or breach of these Terms of Service.

4.12. Order Process, Pre-Contract Review and Cancellation Rights (Consumers). Before finalising an application to open an Account, the Client will be given an express opportunity to view the full terms of these Terms of Service, to review and correct the information entered and to accept or decline these Terms of Service before final submission. Where the Client is a Consumer resident in British Columbia, the Company will, in accordance with the Business Practices and Consumer Protection Act (British Columbia) and the Consumer Contracts Regulation (B.C. Reg. 272/2004): (a) provide the Client with a copy of these Terms of Service, as entered into, within 15 days after the Client enters into them; (b) permit the Client to cancel these Terms of Service within 7 days after receiving that copy if the Company has not complied with the requirements of that Act for contracts entered into electronically, or if the copy does not contain the information that Act requires or is inconsistent with the information disclosed to the Client before the Client entered into these Terms of Service; (c) permit the Client to cancel these Terms of Service within 30 days after entering into them if the Company does not provide a copy within that 15-day period; and (d) give effect to any other cancellation right that Act gives the Client. Where the Client cancels under this Clause, the Company will refund, without deduction, all money received from the Client in respect of the Service, including any Onboarding Fee, within 15 days after the cancellation, as that Act requires. A Consumer resident in another province or territory of Canada has the cancellation and refund rights given by the consumer protection legislation of that province or territory. The cancellation and refund rights in this Clause apply only to Consumers.

4.13. Prohibited Activities. The Client shall not use the Service, or permit any other person to use it: (a) for any unlawful purpose or in a way that facilitates money laundering, terrorist financing, fraud, tax evasion, evasion of Sanctions or any other criminal activity; (b) to receive, hold or transfer Funds derived from criminal activity; (c) in connection with any business or activity that the Company has notified the Client is restricted or prohibited (which may include unlicensed gambling, unregistered money services or crypto-asset trading activities, and any activity that an Approved Sub-Provider does not permit); (d) on behalf of, or for the benefit of, any third party (including by providing accounts or payment services to others) unless disclosed to and accepted by the Company in advance; or (e) to structure or split Transactions to avoid reporting, verification or monitoring requirements.

4.14. Source of Funds and Declarations. On request and without undue delay the Client shall provide the information and documents that the Company reasonably requires to comply with the AML Act and other applicable law, including information about the source of Funds and wealth, the purpose and intended nature of the business relationship and of Transactions, the identity of any beneficial owner and of any third party on whose behalf the Client acts, and whether the Client or any beneficial owner is a politically exposed person, a head of an international organization, or a family member or close associate of one. The Client shall promptly notify the Company of any change in that information.

4.15. Sanctions. The Client represents, warrants and undertakes that neither the Client nor (where the Client is a legal person) any of its directors, officers, beneficial owners or Client’s Representatives is, or is owned or controlled by, a person that is the subject of Sanctions, and that the Client will not use the Service in breach of Sanctions. The Client shall notify the Company immediately if this ceases to be true.

4.16. Tax Information. The Client is solely responsible for determining, reporting and paying all taxes arising from the Client’s use of the Service and holding of Funds. The Client shall provide the tax residency, tax identification number and other information that the Company is required to collect under applicable law (including, to the extent applicable to the Company, Parts XVIII and XIX of the Income Tax Act (Canada) and the Crypto-Asset Reporting Framework as implemented in Canada, to the extent in force), and consents to the Company reporting that information to the Canada Revenue Agency and other competent authorities as required by law.

5. Rights And Responsibilities of the Company

5.1. All content, trademarks, trade names, service marks, documentation and other intellectual property made available through the Service or published on the Website are and shall remain the exclusive property of the Company or its licensors, including PaySaxas Affiliates and, where applicable, third-party rights holders. All such rights are fully reserved. Subject to these Terms of Service, the Company grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for the Client’s own use.

5.2. The Client agrees to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service or the Website, except as expressly permitted by these Terms of Service. The Client agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

5.3. Subject to Clause 9 and to the Company’s obligations under applicable law (including the RPAA), the Service is provided on an “as is” and “as available” basis. The Company does not guarantee that the Service is usable at any given time or that the Service works without interruption. The Company does not guarantee the uninterrupted and continuous operation of the Service or other equipment and/or systems used in the execution of the Service.

5.4. The Service may enable the Client to view, access, communicate and interact with third party sources, for example, third party websites and services. The Company does not assume any responsibility for the content, actions, or practices of any such sources. The Client’s interaction with such a source and the Client’s use of, and reliance upon, any content provided by such source is at the Client’s sole discretion and risk.

5.5. The Company is not responsible for the content of the Service or its correctness, except for the content generated by the Company. Thus, the Company is for example not responsible for information the Clients disclose through the Service.

5.6. The Company may provide information about the Client and/or its financial transactions to government authorities and law enforcement agencies. The Company reserves the right to report any suspicious financial transaction to the relevant government authorities, including law enforcement agencies. The Company is required by the AML Act to report certain transactions and suspicious transactions to FINTRAC and may be prohibited from telling the Client that a report has been made. To the extent permitted by law, the Company shall not be liable to the Client for any report or disclosure made in good faith in accordance with applicable law.

5.7. The Company collects, uses and discloses the Client’s Personal Information (and, where applicable, the Personal Information of the Client’s representatives, beneficial owners and authorised persons) as described in the Privacy Policy. By accepting these Terms of Service the Client confirms that it has read the Privacy Policy and consents to the collection, use and disclosure of Personal Information that is necessary to provide the Service and to comply with the Company’s legal obligations, including disclosure for those purposes to PaySaxas Affiliates, Approved Sub-Providers and other service providers, some of which are located outside Canada. Any other use described in the Privacy Policy, such as marketing, requires the Client’s separate consent, which the Client may refuse or withdraw without affecting the Service. Where the Client provides Personal Information about another individual, the Client confirms that it is authorised to do so and has given that individual notice of, and obtained any required consent to, that collection, use and disclosure.

5.8. Limited Agency and Appointment of the Company; Engagement of Approved Sub-Providers

The Client hereby expressly authorises and appoints the Company, on a non-exclusive and limited basis, to act on the Client’s behalf for the following purposes strictly in connection with the provision of the Services:

a) Applying for and facilitating transactional banking relationships and related payment or settlement arrangements with regulated financial institutions and service providers, including, without limitation, the Approved Sub-Providers;

b) Arranging and coordinating verification procedures for the Client’s ultimate beneficial owner(s) (UBO(s)), including video or electronic identification processes, where required by applicable laws, regulations, or partner institutions, including any know-your-customer (“KYC”) or due diligence requirements mandated by the Approved Sub-Providers under their respective terms and conditions;

c) Acting as the Client’s primary point of contact for routine operational and administrative communications with banking partners, payment institutions, and other service providers directly related to the Services, including communications conducted through or on behalf of the Approved Sub-Providers;

d) Having person-specific or system-driven access, through prescribed technologies or user interfaces, to relevant banking or payment systems solely to support the Client’s authorised personnel in initiating, processing, or monitoring permitted transaction types, without exercising independent decision-making authority over the Client’s funds or accounts; and

e) Receiving and transmitting communications via the Company’s designated and duly authorised email addresses, for the purpose of coordinating actions, requests, confirmations, and responses on behalf of the Client in connection with the Services.

5.8.1 Approved Sub-Providers. For the purposes of this Clause 5.8, the Company is authorised to engage regulated financial institutions as Approved Sub-Providers in connection with the Services. Their services are available only to Clients that are not Consumers, and each Approved Sub-Provider applies its own eligibility criteria and may decline a Client or a payment, including because of a connection with a particular country. Before the Company applies on the Client’s behalf for an account or service with an Approved Sub-Provider, the Company informs the Client, through the Client Platform or by e-mail, of the name, registered office and regulatory status of that Approved Sub-Provider and of the terms and privacy policy that apply to its services (the “Sub-Provider Terms”). If the Client then asks the Company to proceed, including by applying for that account or service through the Client Platform, the Client accepts the Sub-Provider Terms and authorises the Company to enter into them and any related documents on the Client’s behalf, to the extent strictly necessary to facilitate the Services. The account details provided to the Client identify the institution that holds the Client’s funds and any information that a payer must state in the payment reference. Approved Sub-Providers through which the Client already receives services on the date on which these Terms of Service take effect are treated as identified to the Client under this Clause.

5.8.2 Flow-Down Obligations and Client Acknowledgements. The Client acknowledges and agrees that:

(a) Compliance with Sub-Provider Terms. The Client shall at all times comply, and shall procure that its authorised personnel comply, with any obligations imposed on end-users or clients under the Sub-Provider Terms, in each case as made available to the Client and to the extent that such obligations are applicable to the Client’s use of the Services, including but not limited to prohibitions on illegal activity, money laundering, and terrorist financing, and obligations to provide accurate KYC documentation.

(b) Safeguarding Provisions. Funds held or processed through an Approved Sub-Provider are subject to the safeguarding arrangements, if any, that apply to that Approved Sub-Provider under the law of its home jurisdiction, as described in Clause 2.7.8, and deposit insurance schemes may not apply to them.

(c) Regulatory and Jurisdictional Acknowledgement. The Client acknowledges that, as between the Client and the relevant Approved Sub-Provider, and without limiting any right that cannot be waived under applicable law, the Sub-Provider Terms may be governed by the law of another country and may provide for disputes under them to be resolved by the courts of that country or by arbitration, as stated in those terms.

(d) No Assignment. An account opened with an Approved Sub-Provider may not be assigned or transferred to any third party without the prior written consent of that Approved Sub-Provider.

(e) Sub-Provider Liability. The Company's liability in respect of Approved Sub-Providers is governed by Clause 9.9. The Client agrees to hold the Company harmless in respect of any losses arising from the Client's breach of the Sub-Provider Terms, except to the extent caused by the Company's negligence or breach of these Terms of Service.

(f) Updates to Sub-Provider Terms. The Company shall use reasonable endeavours to notify the Client of any material changes to the Sub-Provider Terms that may affect the Services, it being acknowledged that the Approved Sub-Providers retain the right to amend their respective terms unilaterally. The Client’s continued use of the Services after the Company has notified the Client of any such amendment shall constitute its acceptance of the updated terms, provided that the Client may close its Account in accordance with Clause 16.2 without penalty if it does not accept them.

(g) Data Processing. The Client acknowledges that the Approved Sub-Providers may process personal data of the Client and its UBOs in accordance with their respective privacy policies, which are identified to the Client under Clause 5.8.1. Further information about the Approved Sub-Providers’ roles in relation to Personal Information is set out in the Privacy Policy.

5.8.3 Limitation of Authority. Nothing in this Clause 5.8 shall be construed as granting the Company general or unlimited authority to act on behalf of the Client. The authority conferred herein is strictly limited to actions necessary for the provision of the Services and does not, in any circumstance, permit the Company to: (i) pledge, encumber, or dispose of the Client’s funds or assets; (ii) make investment decisions on the Client’s behalf; (iii) bind the Client to any agreement beyond those contemplated in this Clause 5.8; or (iv) sub-delegate this authority to any other party.

5.8.4 Changes to Approved Sub-Providers. The Company may engage new Approved Sub-Providers or stop using an Approved Sub-Provider. Where an Approved Sub-Provider through which the Client already receives services is to be replaced, or ceases or restricts its services to the Client, the Company will notify the Client at least thirty (30) days in advance, or on such shorter notice as is required by law, is imposed by the Approved Sub-Provider or is necessary to protect Clients’ funds or assets. Clause 5.8.1 applies to any replacement Approved Sub-Provider. A Client that does not wish to receive services through a replacement Approved Sub-Provider may stop using the relevant service or close its Account in accordance with Clause 16.2.

5.9. The Company may terminate the Account or the Client’s right to use the Service, and restrict access to content within the Service (subject to the Company’s record-retention obligations), with immediate effect and without prior notice where the Company reasonably suspects money laundering, terrorist financing, fraud, sanctions violations, or other unlawful activity, or where immediate action is required to comply with a legal or regulatory obligation or to protect the security of the Service or other Clients. Where an Approved Sub-Provider terminates or restricts its services to the Client, the Company may restrict the services provided through that Approved Sub-Provider to the same extent and from the same time, giving the notice described in Clause 5.8.4. Termination of the Account for any other reason is subject to the notice period set out in Clause 16.3.

5.10. The Company has a right, acting reasonably, to suspend a Client’s Account where it reasonably suspects unauthorized or suspicious activity. In such an event, the Company will, where permitted by law, notify the Client and lift the suspension of the Account after receiving respective information, clarification or documents from the Client that the Account is secure. If the Client becomes aware of a change in the information provided to the Company and does not notify the Company within five (5) Business Days, the Company may suspend the Account until updated information is provided and, if it is not provided within a reasonable period after notice, terminate the Account in accordance with Clause 16.3 or, where Clause 5.9 applies, Clause 5.9.

6. Use of the Account

6.1. The Account is Client-specific, meaning only the Client or the Client’s Representative shall have access to the Account.

6.2. The Client can use the Account to execute Transactions and the Services provided by the Company at any given time subject to the terms of these ToS.

6.3. A Wallet is maintained for the Client for each Cryptocurrency that the Company supports, as described in Clause 7.11. The list of available currencies may change from time to time based on the Company's unilateral decision. If the Company removes a Cryptocurrency from that list, it will give the Client reasonable prior notice where practicable, and an opportunity to convert or withdraw the affected Cryptocurrency, unless prevented by law or by an event described in Clause 7.15.

6.4. The Client is not allowed to use Cryptocurrency within the Wallets as collateral, unless otherwise agreed with the Company.

6.5. The Client will have only one Account assigned to them. Each Client that is a natural person may use the Account solely on their own behalf. The Account for a legal person must be used exclusively by the Client’s Representative or other individuals to whom the Client’s Representative has granted access to the Account in accordance with the procedure specified below in Clause 6.6.

6.6. The Client’s Representative may grant access to the Account to employees of the Client or other designated individuals. In order to do so, the Client’s Representative must provide the Company with information about such designated individuals, as requested by the Company. The Company may request a notarized application from the Client’s Representative for granting access to the Account to designated individuals.

6.7. The Company does not assume any responsibility for the actions or inactions of the designated individuals to whom the Client’s Representative has granted access to the Account. The Client’s Representative is solely responsible for ensuring that the designated individuals comply with the terms and conditions of these Terms of Service and any applicable law.

6.8. Creating an Account is not to be construed as the Client having a partnership, employment, joint enterprise, franchising or other similar relationship with the Company.

6.9. When the Account is opened, the Company may set limits on Transactions where applicable law, a regulator or the Company’s banking and other partners require it, including (but not limited to):

• maximum number of Transactions in a day or month; and
• maximum value of each Transaction.

These limits may be revised from time to time, and the Client will be informed of the limits applicable to the Client through the Service.

6.10. Receiving Fiat Currency. To receive Fiat Currency into the Account, the payer uses the payment details that the Company provides for that purpose, which may be those of an account held in the Company’s name with PaySaxas Oy or another financial institution. The payer must name the Company as the payee and state in the payment reference the information specified in those payment details, such as the Client’s name or Account reference. A payment in euro that names the Client rather than the Company as payee may be shown to the payer as a name mismatch by the payee-verification service of the payer’s bank. A payment that does not identify the Client may be delayed while the Company identifies the Client and may be returned to the payer if, after reasonable enquiries, it cannot be attributed to a Client. The Company does not accept cash.

7. Transactions in the Service

7.1. A Payment Order is deemed received when the Company receives it. A Payment Order received after the cut-off time that applies to the relevant payment method, currency or Approved Sub-Provider, as shown in the Client Platform (or, if none is shown, after 16:00 Pacific Time), or on a day that is not a Business Day, is deemed received on the next Business Day. Execution of a Payment Order begins when the Client has provided all the information needed to execute it and has authorised the Transaction.

7.2. The Recipient’s name and bank account details (being the institution, transit and account numbers for Canadian domestic payments, or the IBAN and BIC/SWIFT code or other account number for international payments, as applicable) are used as the Recipient’s identifying information. The Company may execute a Payment Order solely on the basis of the identifiers provided. In addition, the Payment Order must contain the Transaction value and the currency used.

7.3. Before submitting the Payment Order via the Service, the Client will be supplied with the relevant details concerning the order.

7.4. A Payment Order cannot be amended after it has been submitted. The Client may request its cancellation in accordance with Clause 10.1 and, if the Payment Order is cancelled, submit a new Payment Order with the correct details.

7.5. The Client acknowledges that exchange rates can fluctuate rapidly, and the availability of the quoted rate depends on promptly fulfilling the agreed-upon obligations. The Company retains the right to cancel the Payment Order or delay its execution if the Client does not promptly provide the requested information or Funds or if the Company is required to do so by applicable law, a regulator, a payment system or an Approved Sub-Provider, or on another ground stated in these Terms of Service.

Where the Client Platform allows the Client to specify a range of exchange rates in a Payment Order, the Company does not guarantee, given the volatility of exchange rates, that the exchange will be executed within that range. If, at the time of the exchange, the rate is outside the range specified by the Client, the Company cancels the Payment Order.

7.6. The Company executes a Payment Order if, at the time it is received under Clause 7.1, the available balance of the Account covers the amount of the Payment Order and the applicable Fees and the Company is not entitled to refuse it under Clause 7.7. The available balance is the balance of the Account less any amounts frozen or reserved under these Terms of Service (for example, under Clause 10.2.2 or Section 15). The time within which the Recipient is credited depends on the payment method, the currency, the cut-off time under Clause 7.1 and the processing times of payment systems, Approved Sub-Providers and the Recipient’s payment service provider. The Company cannot guarantee that every payment service provider will accept Transactions from, or send Transactions to, the Account.

7.7. The Company may refuse to accept or execute a Payment Order where:

(a) the Client has not completed the AML Verification to the required level, or execution would be contrary to the AML Act;

(b) the available balance is insufficient to cover the amount of the Payment Order and the applicable Fees;

(c) the Recipient’s identifiers are invalid or incomplete;

(d) the Client has breached these Terms of Service in a way relevant to the Payment Order;

(e) the Company reasonably suspects fraud or unauthorised use of the Account or the credentials;

(f) the Transaction would breach Sanctions or other applicable law, or the Company’s risk-based controls (including Clause 7.16);

(g) the Payment Order exceeds a limit set under Clause 6.9, or execution is restricted under Clause 8.7 or Section 15; or

(h) refusal is required by the rules of the relevant payment system or by an Approved Sub-Provider, or is otherwise permitted by these Terms of Service or required by law.

7.8. If the Company refuses a Payment Order, it informs the Client through the Client Platform or by e-mail as soon as practicable and, where possible and lawful, gives the reasons and explains how to correct any factual error that led to the refusal. The Company may withhold the reasons where disclosure is prohibited by law (including under the AML Act) or would compromise security. If the Client is unable to make a Transaction and the reason is not clear, the Client should contact the Company’s Client support.

7.9. If the Company makes an error in recording a Transaction or a balance in the Account (for example, a duplicate or misdirected credit or an incorrect amount), it may correct the entries in the Account to reflect the correct position and will notify the Client of the error and the correction without undue delay. Where the error concerns a payment already transmitted to a Recipient outside the Company, the Company may correct it only to the extent permitted by applicable law and the rules and capabilities of the relevant payment system or payment partner, including by requesting the return of the funds under Clause 10.2.

7.10. The Funds transferred or exchanged by the Client to the Account belong to the Client and cannot be considered the Company’s funds, subject to Clause 2.7.5(c). Fiat Currency is held in trust as described in Clause 2.7, and Cryptocurrency is held as described in Clause 7.11.

7.11. Holding of Client Cryptocurrency

7.11.1. The Company holds Cryptocurrency for the Client in Wallets under its control or through one or more custodians engaged by the Company. Wallets and their private keys are managed using wallet and key-management technology supplied by third-party technology providers. Custodians and technology providers do not contract with the Client. Where necessary to execute an exchange or a transfer, Client Cryptocurrency may be held for a short time by a liquidity provider or another third party engaged by the Company for that purpose.

7.11.2. The Company records each Client’s Cryptocurrency in its books separately from Cryptocurrency held for its own account and does not lend, pledge or otherwise use Client Cryptocurrency for its own purposes. Where a custodian holds Client Cryptocurrency, the Company requires it to keep that Cryptocurrency separate from its own assets.

7.11.3. Client Cryptocurrency is not part of the safeguarding described in Clause 2.7 and is not held in the trust described in that Clause. In the event of the insolvency of the Company or of a custodian, the suspension or cancellation of the Company’s registrations or the termination of its activities, the treatment of Client Cryptocurrency will depend on applicable law, and the Company makes no representation as to that treatment beyond the commitments in this Clause 7.11.

7.11.4. The Client Platform shows the Client its balances (which may be subject to processing delays), transaction history and the Fees applied. The Company informs the Client, through the Client Platform or by e-mail, of any custodian that holds Client Cryptocurrency. The Company makes the reports to competent authorities that applicable law requires.

7.12. Exchange

7.12.1. Before the Client confirms an exchange involving Cryptocurrency, the Client Platform shows the Client the rate, including any spread, and the Fees that apply. If the Client confirms the exchange within the time shown, the Company executes it at that rate.

7.12.2. A confirmed exchange cannot be cancelled by the Client. If the Company executes an exchange at a rate that is manifestly wrong because of a technical error, it may cancel or correct the exchange within one (1) Business Day of the exchange and will notify the Client.

7.12.3. The Company may obtain liquidity for exchanges from third-party liquidity providers. They do not contract with the Client.

7.13. Processing of Cryptocurrency Transactions and Transaction Monitoring

7.13.1. The Company processes Client-initiated transactions involving the Cryptocurrencies it supports and Fiat Currency in accordance with applicable Canadian laws and regulations, including the AML Act and related guidance issued by FINTRAC. Client instructions are submitted through the Client Platform and are subject to pre-transaction verification, including the confirmation of available balances, applicable transaction limits, and completion of required KYC/AML procedures.

7.13.2. Upon execution, each processed transaction is recorded in the Client’s account and the Company’s internal records. Transaction confirmations include relevant details such as the asset or currency involved, transaction amount, applicable fees, and processing status. The Company performs transaction processing, reconciliation, and record-keeping in accordance with applicable regulatory and accounting requirements.

7.13.3. Clauses 5.6 and 15.3 apply to the monitoring and reporting of transactions.

7.14. Risks of Cryptocurrency. The Client acknowledges and accepts that: (a) the value of Cryptocurrency is highly volatile and may fall to zero, and the Client may lose all or part of the value of their Cryptocurrency; (b) Cryptocurrency held for the Client is not covered by CDIC deposit insurance or any similar scheme; (c) Cryptocurrency transactions are generally irreversible once broadcast to the relevant blockchain network, and Cryptocurrency sent to an incorrect address or network, or to a wallet that does not support the relevant asset, may be permanently lost; the Company supports each Cryptocurrency only on the networks indicated in the Client Platform or on the Website; (d) blockchain networks are outside the Company’s control and may be subject to congestion, delays, forks, protocol changes, cyber-attacks or other events that affect the value, availability or transferability of Cryptocurrency; (e) the laws and regulations that apply to Cryptocurrency (including securities, derivatives, tax and sanctions laws) are evolving and may change, which may affect the availability of the Service or of particular Cryptocurrencies; (f) the Company does not provide investment, legal or tax advice, and the Client is solely responsible for their decisions to buy, sell, hold or transfer Cryptocurrency; and (g) a stablecoin (such as USDC) is a Cryptocurrency issued by a third party that aims to maintain a stable value against a Fiat Currency; it is not Fiat Currency, its issuer may fail to maintain that value or to redeem it, or may freeze or block it, and its value may fall below that of the reference currency. The Client confirms that they have read and understood any risk statement or acknowledgement presented through the Service.

7.15. Forks, Airdrops and Network Events. The Company is not obliged to support any fork, airdrop, token swap or similar event affecting a Cryptocurrency and may suspend affected Wallets, Transactions or Cryptocurrencies while the event is assessed. The Company will inform the Client of its decision on any such event that affects the Client’s Cryptocurrency. The Client acknowledges that any such event may result in a loss of value or access.

7.16. Travel Rule and Wallet Information. The Client shall provide, on request, the information required by the AML Act and other applicable law about the originator and beneficiary of a Cryptocurrency transfer, including whether an external wallet is hosted by a third party or self-hosted and the identity of its owner. The Company may refuse, delay or return transfers to or from external wallets that it cannot verify, that are associated with high-risk activity or Sanctions, or that would breach applicable law, and may report such transfers as required by law.

8. Account Security

8.1. The Service is offered and will be executed using the Company’s back-office software and the systems of its third-party service providers. The Company uses modern technologies to protect the security of Accounts but cannot guarantee the absence of hacker attacks or the absence of other malicious actors. The Company maintains an operational risk management and incident response framework as required by the RPAA.

8.2. The Client undertakes to use all the measures possible to protect their Account, including:

• using only reliable equipment that third parties cannot access;
• not using public networks while logged into the Account;
• not sharing provided login credentials with third parties;
• informing the Company if they discover suspicious activity related to their Account; and
• changing their login credentials in case they become or the Client suspects them to become known to third parties or in case of suspicious activity.

8.3. The Company implements two-factor authentication (2FA) in the Account login process to minimize the risks of unauthorized access to the Client’s Account. The Company is not liable for any consequences resulting from the Client’s transmission of the Code obtained during the 2FA process to third parties, except to the extent caused by the Company’s negligence or breach of these Terms of Service.

8.4. The Company assures, and the Client agrees, that within the use of the Services, the Company will never request the Client’s login details for access to their Account. The Company will not initiate a change of Client data autonomously. The Client is responsible for ensuring the security of their password and should not disclose it to third parties. In the event of suspected unauthorized access to the Account, the Client undertakes to promptly notify the Company.

8.5. The Client shall not introduce viruses or other malicious programs or any other material that is harmful or technologically hazardous, either to the Service or through it.

8.6. The Client shall not attempt to gain unauthorized access to any part of the Service, the server on which the Service is stored, or any other server, computer, or database connected to the Service.

8.7. For the purpose of ensuring the security of the Account, the Company may restrict, or ask the Client to confirm before executing, a Transaction that appears to have been made through a VPN or other anonymising service.

8.8. The Company does not bear any responsibility in the event that third parties gain access to an Account with or without the Client’s authorisation, except in cases where it occurred due to the Company’s negligence, wilful misconduct or breach of these Terms of Service.

9. The Company’s Liability

9.1. The Company is only obliged to compensate the Client for any direct damage caused to the Client by the Company’s breach of an applicable law or the Terms of Service. Subject to Clause 9.8, the Client is not entitled to compensation from the Company if the Client does not notify the Company of the reason for the compensation within a reasonable time after having become aware of the reason for compensation.

9.2. The Company shall not be liable for damages if the performance of the Company’s obligations under the Terms of Service or an applicable law would be contrary to another applicable law.

9.3. The Company shall not be held responsible for any losses, damages, or other consequences arising from events that are beyond the Company’s control (force majeure-events), including, but not limited to: acts of third parties, acts of God, government actions, political unrest, acts of terrorism, war, strikes and labour disputes, pandemics and/or epidemics, power outages and/or infrastructure failures, transportation disruptions, technological failures, and/or other unforeseeable events which are beyond the Company’s control, in each case to the extent that the event could not have been prevented or mitigated by the measures the Company is required to maintain under applicable law (including its operational risk management and incident response framework under the RPAA).

9.4. Where the Client is a legal person, the Company shall not be held responsible and shall not cover any losses incurred by the Client where the Client’s Representative has not obtained the necessary corporate approvals from shareholders, beneficiaries, or other individuals as required by internal corporate documents, shareholder agreement, and/or other relevant documents related to the Client or required by law.

9.5. The Client who has suffered losses, shall take reasonable steps to limit these losses. If the Client fails to do so, the Company will not be liable for the part of the loss that could have been avoided by those steps.

9.6. The Client is not entitled to compensation solely because these Terms of Service or the Service are terminated in accordance with these Terms of Service.

9.7. To the fullest extent allowed by applicable law and subject to Clause 9.8, in no event will the Company, its affiliates, business partners, licensors or service providers be liable to the Client or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the Company has been advised of the possibility of such damages, unless the Company has caused the damage intentionally, by acting in gross negligence or by breaching its obligations under applicable law.

9.8. Nothing in these Terms of Service excludes or limits any liability that cannot be excluded or limited under applicable law (including liability for fraud, gross negligence or wilful misconduct, and any right of a Consumer under applicable consumer protection legislation), and the exclusions and limitations in this section apply only to the extent permitted by applicable law.

9.9. Subject to the following sentence and to Clause 9.8, the Company shall not be liable for any act, omission, service disruption, delay, account suspension, insolvency, or unilateral amendment of terms on the part of any Approved Sub-Provider. The Company will exercise reasonable care in the selection and ongoing monitoring of Approved Sub-Providers, and its liability in respect of Approved Sub-Providers is limited to a failure to do so. To the extent permitted by law, the Client’s recourse in respect of any matter related to the safeguarding or loss of funds held by an Approved Sub-Provider in an account in the Client’s own name shall be directly against that Approved Sub-Provider in accordance with its applicable terms and governing law. The Company does not guarantee the performance or financial stability of any third-party financial institution. Nothing in this Clause limits the Company’s obligations in respect of Safeguarded Funds under Clause 2.7 or in respect of Client Cryptocurrency under Clause 7.11.

9.10. Where the Client is not a Consumer, and to the extent permitted by applicable law, the Company’s total aggregate liability arising out of or in connection with these Terms of Service, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Fees paid or payable by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the liability. This Clause does not limit: (a) the Company’s obligation to return or account for Funds held for the Client; (b) liability for fraud, gross negligence or wilful misconduct; or (c) any liability that cannot be limited under applicable law.

10. Cancellation, Recall, Investigation

10.1. Cancellation

10.1.1. A Payment Order cannot be cancelled by the Client once the Company has started processing it, except where the rules of the relevant payment system or an Approved Sub-Provider or correspondent partner permit cancellation. Where cancellation is permitted, the Client may request it through Client support; the Company cannot guarantee that a Payment Order will be cancelled once it has been sent for processing.

10.1.2. If the Payment Order has not yet been processed, the Company will take reasonable and available measures to prevent its execution.

10.1.3. The Company may charge a fee for a cancellation request, as set out in the Service Price List, only where the Payment Order is successfully cancelled, together with any charges of correspondent partners or payment systems that the Company has disclosed to the Client in advance. If the Payment Order has already been executed, the Client may instead request a recall under Clause 10.2.1.

10.2. Recall

10.2.1. Recall of outgoing Transactions. If the Client asks the Company to recall an executed Transaction, including where the Client has provided incorrect identifiers, the Company will make reasonable efforts to recover the funds, including by sending a recall request to the Recipient’s payment service provider, but cannot guarantee their return. If the funds cannot be recovered, the Company will, on the Client’s written request and to the extent permitted by law, provide the Client with the information available to it that the Client needs to bring a claim to recover the funds.

10.2.2. Recall of incoming Transactions. Where the Company receives a substantiated request from a paying institution, correspondent bank or applicable payment scheme (including a SEPA recall request) alleging that a Transaction credited to the Account was made in error, is a duplicate, or constitutes proceeds of fraud or unauthorised access, the Company may, acting reasonably and without the Client’s prior consent, freeze the corresponding amount in the Account and will ask the Client to respond within a period specified by the Company, which shall be at least five (5) Business Days.

10.2.3. If the Client confirms that the Transaction should be returned, or does not, within that period, provide an explanation and supporting evidence of its legitimacy that the Company, acting reasonably, considers sufficient, the Company may debit the Account for the disputed amount without further consent, return it in accordance with the rules of the applicable payment scheme and inform the Client accordingly. Where the Client provides such an explanation and evidence, the Company shall not debit the Account without the Client’s consent or a binding order of a competent court or authority, save where Clause 5.6 or Section 15 applies.

10.2.4. The Company may charge a fee for handling a recall request made by the Client under Clause 10.2.1, as set out in the Service Price List.

10.3. Investigation

10.3.1. Upon receiving a Client’s claim and all necessary supporting evidence, the Company will conduct an investigation into any Transaction that is initiated by the Client or directed to the Client but the Funds have not been received, and will inform the Client of the outcome without undue delay and in any event within the period set out in Clause 17.3(b).

10.3.2. The Company may charge a fee for the investigation, as set out in the Service Price List. The fee covers the investigation and does not itself constitute the cancellation, recall or reversal of any Transaction.

11. Confidentiality

11.1. The Company will not share, make public or otherwise transfer Confidential Information regarding the Client, except to PaySaxas Affiliates, the Company’s representatives, professional advisers, Approved Sub-Providers and other service providers bound by confidentiality obligations, financial institutions as required in the ordinary course of the Company’s business operations, with the Client’s consent, or as required or permitted by law. Personal Information is also governed by the Privacy Policy.

11.2. The Client agrees to keep secret and confidential any Confidential Information concerning the Company that they receive as a result of these Terms of Service or through any investigations made in connection with it and, if applicable, the Client shall ensure that its officers, employees and consultants to whom such information is disclosed comply with such commitment. This Clause does not prevent the Client from disclosing Confidential Information to its professional advisers who owe duties of confidentiality, as required by law, or to a regulator, court or dispute resolution body in connection with a complaint or proceeding.

12. Fees

12.1. The Company has the right to charge the Client Fees for using the Service in accordance with the Service Price List. The Service Price List is made available to the Client as described in Clause 1 and is provided electronically on request.

12.2. The Service Price List may be changed or amended in accordance with Clause 14 of these Terms of Service.

12.3. The Company is not responsible for any fees or commissions charged by the Recipient or any other third party.

12.4. The Company has the right to apply different conditions for each Client. The Company has the right to establish special conditions other than the conditions set out in the Service Price List for the Client, subject to a separate written agreement with such Client.

12.5. On termination of these Terms of Service or closure of the Account, outstanding Fees become due, and the Company may deduct them from the Funds held for the Client in accordance with Clause 2.7.5(c).

12.6. If the Client owes the Company for unpaid Fees but holds Fiat Currency in a different currency, the Company has the right to exchange that Fiat Currency at the Company’s prevailing exchange rate to cover the debt. The Company may sell the Client’s Cryptocurrency for that purpose only if the Client has not paid the debt within fourteen (14) days after the Company has notified the Client that it intends to do so, and the Client authorises the Company to conduct such an exchange to settle the debt. The Company will notify the Client promptly after taking such action.

12.7. Except as provided in Clauses 4.12, 7.9, 10 and 12.8, or as required by applicable law, no refunds shall be granted once a payment has been processed.

12.8. Notwithstanding the foregoing, any fees charged in respect of payment transactions that were not executed by the Company shall be returned to the Client.

12.9. Unless stated otherwise, Fees are exclusive of applicable sales taxes, including goods and services tax / harmonized sales tax (GST/HST) and any applicable provincial sales tax, which the Client shall pay in addition where applicable.

13. Indemnity

13.1. The Client shall compensate the Company for reasonable costs, including reasonable legal and collection costs, that the Company actually incurs because the Client fails to pay amounts due under these Terms of Service.

13.2. The Client is responsible for the consequences of its own negligence, malicious actions or failure to fulfil its responsibilities under these Terms of Service, to the extent set out in Clause 13.3.

13.3. The Client shall indemnify the Company for actual losses, costs and liabilities, including reasonable legal fees, that the Company reasonably incurs as a direct result of the Client’s breach of these Terms of Service. The Company may deduct such amounts from the Funds held for the Client only where the amount is undisputed by the Client, has been agreed with the Client or has been established by a final decision of a court or competent authority, and after notifying the Client.

13.4. Where the Client is a Consumer, the Client’s obligations under this Clause 13 are limited to losses, costs and expenses that are reasonably incurred and documented and that arise from the Client’s breach of these Terms of Service, negligence, wilful misconduct or unlawful activity.

14. Changes to the ToS

14.1. The Company may change these Terms of Service by giving the Client at least thirty (30) days’ notice of the change by e-mail and, where available, through the Client Platform before it takes effect. Where the Client is not a Consumer, a change that is required by law, a regulator or an Approved Sub-Provider, is necessary to protect the security of the Service or of Clients’ funds, or is more favourable to the Client may take effect immediately or on shorter notice. Where the Client is a Consumer: (a) the Company may change only the following provisions: the Service Price List and the Fees; the limits under Clause 6.9; the Cryptocurrencies, networks, currencies and payment methods supported; cut-off times; security procedures (Section 8); and any provision that must be changed to comply with law or a requirement of a regulator; (b) a change to the provisions on cancellation, returns or refunds may be made only if it does not increase the Client’s obligations or reduce the Company’s obligations; (c) the notice is given not less than thirty (30) and not more than sixty (60) days before the change takes effect, unless the law requires the change to take effect sooner, sets out the text of each provision as amended, explains the change clearly and, where the change increases the Client’s obligations or reduces the Company’s obligations, states the Client’s right to terminate under Clause 14.3; and (d) any other change requires the Client’s consent. This Clause 14 governs the commercial and contractual terms of the Service; updates to the Privacy Policy are governed by the Privacy Policy.

14.2. The Company may charge the Client Fees for the provision and use of the Services as set out in the applicable Service Price List. The Company shall notify the Client of any amendment to the Fees or the Service Price List in accordance with Clause 14.1.

14.3. If the Client does not accept a change, the Client may terminate these Terms of Service free of charge (other than Fees already due) before the change takes effect; where the change increases a Consumer’s obligations or reduces the Company’s obligations, the Consumer may do so at any time, including after the change takes effect. If the Client does not terminate, the change applies from the date stated in the notice. The Company keeps each version of these Terms of Service together with the date from which it applies and, on request, provides the Client with any version that has applied to the Client.

15. Suspension of the Service

15.1. The Company may, acting reasonably, suspend the Account or restrict specific functionality of it in the following events:

(a) The Client violates these Terms of Service, especially Section 4 “Rights and Responsibilities of the Client”;

(b) The Company receives a lawful request or directive from a competent court of law, government authority, public agency, or law enforcement agency;

(c) The Client has misled the Company by providing false data or information by withholding data or by any other means;

(d) The Company’s activities are prohibited by law in the Client’s Location;

(e) The Company has reasonable grounds to suspect that the Client has violated or is planning to violate any applicable law or regulation or these Terms of Service;

(f) The Company has reasonable grounds to suspect that the Client is engaged in money laundering, financing terrorism, or is engaged in any other criminal activity; or

(g) The Client, or any beneficial owner or Client’s Representative of the Client, is or becomes the subject of Sanctions, or the Company has reasonable grounds to suspect that Funds or a Transaction are connected to a person that is the subject of Sanctions.

15.2. Suspension for breaches not involving suspected illegal activity:

15.2.1. If the reason for an Account suspension is a breach of the Terms of Service by the Client, failure to provide documents or the provision of incomplete documents for AML Verification, but there are no known facts or suspicions of illegal activity and/or money laundering, the Company will enforce a temporary suspension to the Client’s use of the Account and notify the Client about the suspension.

15.2.2. The Account will be suspended until there are no reasonable grounds to suspend the Account.

15.2.3. If the deficiencies are not rectified within the period notified by the Company, the Company may terminate these Terms of Service in accordance with Clause 16.3 or, where Clause 5.9 applies, with immediate effect. The Company returns the remaining Funds to an account held in the Client’s own name with a financial institution (or, in the case of Cryptocurrency, to an external wallet that satisfies Clause 7.16) within five (5) Business Days after receiving those details, after verifying, to the extent required by the AML Act, the Client’s identity and that the account or wallet belongs to the Client. This does not apply where the law requires the Company not to make the return, including under Clause 15.3.

15.2.4. The Client is responsible for the accuracy of the bank account details they provide to the Company and for the possibility of accepting the required type of currency. The Company is not responsible for the actions or inactions of the recipient’s payment service provider and/or status of the account mentioned in the details given to the Company.

15.3. Sanctions and suspected money laundering or terrorist financing:

15.3.1. (a) Sanctions. Where the Client, any Funds or a Transaction are the subject of Sanctions, the Company freezes the Funds concerned, makes the disclosures and reports required by law and deals with those Funds only as Sanctions permit or as a competent authority directs. (b) Suspected money laundering or terrorist financing. Where the Company has reasonable grounds to suspect money laundering, terrorist financing or another offence, it may suspend the Account, or the Transactions concerned, for as long as is reasonably necessary to review the matter and to comply with the AML Act and other applicable law, and makes the reports required by law. After the review, the Company either lifts the suspension or terminates these Terms of Service under Clause 5.9 or 16.3 and returns the Funds under Clause 15.2.3, unless a court order, a seizure or restraint by a competent authority, Sanctions or other applicable law prevents the return. In either case, the Company may be prohibited by law from informing the Client.

15.3.2. The Company reserves the right not to disclose the reason for suspension or termination of the Account where non-disclosure is required by law or where disclosure could prejudice an investigation or the security of the Service.

15.4. The Company may change the Service provided to specific Clients, or terminate all or some of the Service, by giving the Client at least thirty (30) days’ advance notice (and, where the change affects these Terms of Service, in accordance with Clause 14.1), except where Clause 5.9 permits immediate action without notice. Subject to Clause 9, the Company does not bear responsibility for the consequences of such actions taken in accordance with this Clause.

16. Term and Termination

16.1. These Terms of Service are in force from the Effective Date until terminated in accordance with these Terms of Service.

16.2. The Client may terminate these Terms of Service and close the Account at any time by written notice to the Company in accordance with Clause 18.5. Before the termination takes effect, the Client shall transfer all Fiat Currency to an account held in the Client’s own name with a financial institution and all Cryptocurrency to an external wallet that satisfies Clause 7.16; the Company may first deduct outstanding Fees under Clause 12.5. If the Client does not transfer the Funds, Clause 16.3.1 applies.

16.3. The Company may terminate these Terms of Service and close the Account, and/or the Client's access to the Service, including in the event that the Account has been inactive for more than six (6) months and there are not enough Funds on the Account to cover Fees, by giving the Client at least thirty (30) days’ written notice, together with the reasons for the termination, except where Clause 5.9 permits immediate termination without notice.

16.3.1. On termination by either party, the Company asks the Client to transfer the remaining Funds, or to give details of an account held in the Client’s own name or of an external wallet that satisfies Clause 7.16, within the notice period or, in the case of immediate termination, within thirty (30) days, and returns the Funds in accordance with Clause 15.2.3. If the Client does not do so, the Company continues to hold the Fiat Currency in trust under Clause 2.7 and the Cryptocurrency under Clause 7.11 until the Client claims them, subject to applicable unclaimed property legislation.

16.4. Effect of Termination. Termination does not affect rights or liabilities accrued before termination. Clauses 2.7, 3.5, 5.6, 7.11, 9, 11, 12.5, 12.6, 13, 15.2.3, 16.3.1, 16.4 and 17, the Company’s record-retention obligations and any other provisions that by their nature are intended to survive will continue to apply after termination. After termination the Company will return remaining Funds to the Client in accordance with Clauses 15.2.3 and 16.3.1, subject to applicable law, and will deal with any Funds that it is unable to return in accordance with applicable law, including unclaimed property legislation.

17. Governing Law, Complaints and Disputes

17.1. These ToS shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

17.2. If the Client has complaints against the Company about the Service and/or other activities, the Client should file a complaint to the Company. The language for filing and handling complaints shall be English, and the Client agrees to the complaint process being conducted via e-mail.

17.3. In the event that the Client has a complaint regarding the Service or their experience, the following process will be followed:

(a) The Client should submit their complaint in writing to the Company, by e-mail to the complaints address published on the Website or through any function that the Company makes available for that purpose in the Client Platform.

(b) The Company will strive to resolve the complaint and provide a final response to the Client within fifteen (15) Business Days after receiving the complaint. In the event where the Company is unable to provide a final response within this timeframe to the Client due to reasons that are exceptional and outside the Company’s influence, the Company will provide a temporary reply to the Client explaining the reason of delay and the date by which the final response will be provided. The final response will be given to the Client no later than thirty-five (35) Business Days after receiving the complaint.

(c) If the complaint remains unresolved, the Client has the option to pursue any applicable legal remedies as described in this Section 17.

17.4. If the Client is not satisfied with the Company’s final response, the Client may seek other remedies available under Canadian law. FINTRAC and the Bank of Canada supervise the Company but do not resolve individual complaints or disputes between a client and the Company. A Consumer resident in British Columbia may contact Consumer Protection BC about the Company’s compliance with the Business Practices and Consumer Protection Act and may bring a claim before the courts of British Columbia or, where it has jurisdiction, the Civil Resolution Tribunal. Complaints about the handling of Personal Information may be made to the Office of the Privacy Commissioner of Canada or, where applicable, the Office of the Information and Privacy Commissioner for British Columbia, as described in the Privacy Policy.

17.5. By using the Service, the Client agrees to cooperate in good faith throughout the complaint resolution process. The Company is committed to addressing the Client concerns in a fair and timely manner.

17.6. In the event that the Company and the Client have a dispute which cannot first be amicably resolved through good faith negotiations, either party may commence proceedings in the courts of British Columbia sitting in Vancouver. Where the Client is not a Consumer, those courts have exclusive jurisdiction over any dispute arising from or related to these Terms of Service, the relationship between the Client and the Company, or any associated matters (whether contractual or otherwise). Where the Client is a Consumer, those courts have non-exclusive jurisdiction, and nothing in this Clause prevents the Consumer from commencing or continuing proceedings in a court of their province or territory of residence where applicable consumer protection legislation gives the Consumer that right.

17.7. Nothing in this Clause 17 limits any right or remedy of a Consumer under applicable consumer protection legislation. Before initiating a formal complaint or legal proceedings, the Client is encouraged to first contact the Company’s support team to seek an amicable resolution.

18. General Provisions

18.1. Entire Agreement. These Terms of Service, together with the Service Price List, the Privacy Policy and any document expressly incorporated by them, are the entire agreement between the Client and the Company regarding the Service and supersede all prior understandings on that subject. If these Terms of Service conflict with the Service Price List, these Terms of Service prevail unless the Service Price List expressly states otherwise for a specific Fee. If these Terms of Service conflict with the Sub-Provider Terms or the Platform Terms of Service, these Terms of Service prevail as between the Client and the Company.

18.2. Severability. If any provision of these Terms of Service is held to be invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall continue in full force.

18.3. Assignment. The Client may not assign or transfer any right or obligation under these Terms of Service without the Company’s prior written consent. The Company may assign or transfer these Terms of Service, in whole or in part, to a PaySaxas Affiliate or to a successor to its business by giving the Client at least thirty (30) days’ notice, provided that the assignee is authorised or registered to provide the Service and the assignment does not reduce the Client’s rights; the Client may terminate these Terms of Service free of charge before the transfer takes effect.

18.4. Waiver. No failure or delay by the Company in exercising any right operates as a waiver of it.

18.5. Notices. Notices to the Company must be sent to support@paysaxas.com (or, in the case of a complaint, as set out in Clause 17.3) or through any function that the Company makes available for that purpose in the Client Platform.

18.6. Interpretation. Headings are for convenience only. “Including” means “including without limitation”. A reference to a statute or regulation includes it as amended, re-enacted or replaced from time to time.