ALPHAPAY TECHNOLOGY LIMITED

Business Money Services Terms and Conditions

Effective date: [EFFECTIVE DATE]

These Terms and Conditions (“Terms”), together with the Application Form, each Order Confirmation and every other document incorporated by reference, govern the business money services provided by ALPHAPAY TECHNOLOGY LIMITED to the Client. By signing an Application Form, accepting these Terms electronically, accessing the Services after receiving these Terms, or submitting an Order, the Client agrees to be bound by this Agreement.

1. Parties, regulatory status and scope

1.1 ALPHAPAY TECHNOLOGY LIMITED is the provider of the Services under this Agreement. ALPHAPAY TECHNOLOGY LIMITED is incorporated under the laws of [JURISDICTION OF INCORPORATION] under corporation number [CORPORATION NUMBER], with its registered office at [REGISTERED OFFICE ADDRESS]. References to “Alphapay”, “we”, “us” and “our” mean ALPHAPAY TECHNOLOGY LIMITED.

1.2 Alphapay will provide the Services only after it has obtained, and while it maintains, every registration required by Applicable Law. Alphapay’s Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) money services business registration number is [FINTRAC MSB REGISTRATION NUMBER]. Registration with FINTRAC does not constitute a licence, guarantee or endorsement by FINTRAC.

1.3 These Terms apply only to a Client acting for business or commercial purposes. They do not apply to a person using the Services primarily for personal, family or household purposes unless Alphapay expressly agrees otherwise in writing. Any mandatory rights under Applicable Law prevail over an inconsistent provision of this Agreement.

1.4 Subject to the Application Form and each Order Confirmation, the Services may include transmitting or remitting funds and foreign-exchange services incidental to a remittance. Alphapay does not accept deposits, provide credit, provide investment, tax or legal advice, or supply currency for speculative or investment purposes.

1.5 Alphapay may use banks, payment networks, payment service providers, correspondents, agents and other third-party service providers to perform the Services. Their operating rules, cut-off times and compliance requirements may affect an Order.

2. Agreement and definitions

2.1 These Terms, the Application Form, each Order Confirmation, the applicable fee schedule, Alphapay’s privacy notice, and every document expressly incorporated by reference form the entire agreement between Alphapay and the Client for the Services (the “Agreement”). If there is a conflict, an Order Confirmation governs the relevant Order, followed by the Application Form, these Terms and the fee schedule, unless the conflicting document expressly states otherwise.

2.2 “Applicable Law” means every law, regulation, order, regulatory direction and binding rule applicable to a party, an Order or the Services. It includes the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), its regulations, applicable Canadian sanctions laws, privacy laws and payment-network rules, in each case as amended.

2.3 “Application Form” means the application, onboarding record or other account-opening document accepted by Alphapay for the Client.

2.4 “Authorized Person” means a person whom the Client has authorized to access the account, submit instructions or act for the Client.

2.5 “Business Day” means a day other than Saturday, Sunday or a statutory holiday on which Canadian chartered banks are generally open for business in the province or territory of the Client’s settlement account. A closure affecting a relevant foreign bank, payment rail or service provider may delay processing.

2.6 “Charges” means the fees, commissions, spreads, mark-ups, administration charges, cancellation costs, third-party charges and taxes disclosed in the Application Form, fee schedule, quote or Order Confirmation, or otherwise agreed with the Client.

2.7 “Client”, “you” and “your” mean the person or entity identified in the Application Form and, where the context requires, its Authorized Persons.

2.8 “Order” means a request by the Client for Services that Alphapay accepts and confirms. “Order Confirmation” means Alphapay’s electronic or written confirmation of an Order. “Payment Destination” means the beneficiary account, wallet or other destination specified in the Order Confirmation. “Value Date” means the date on which the relevant funds are expected to be made available for execution or delivery, subject to this Agreement.

2.9 Headings do not affect interpretation. “Including” means “including without limitation”. A reference to legislation includes its regulations and any amendment or replacement. The singular includes the plural and vice versa.

3. Account, Authorized Persons and instructions

3.1 The Client must provide complete and accurate onboarding information and keep it current. Alphapay may require evidence of an Authorized Person’s identity and authority, including corporate resolutions, specimen signatures or other records.

3.2 Alphapay may accept instructions through its platform, application programming interface, designated email address or another channel approved by Alphapay. The Client is responsible for maintaining the confidentiality and security of credentials, devices and communication channels and for promptly notifying Alphapay of suspected compromise or unauthorized use.

3.3 Alphapay may rely on an instruction that it reasonably and in good faith believes was given by the Client or an Authorized Person. Alphapay may request confirmation or additional authentication before acting and may decline an instruction that is incomplete, ambiguous, inconsistent, suspicious or not received through an approved channel.

3.4 A change to the list or authority of Authorized Persons is effective only after Alphapay receives and has a reasonable opportunity to process satisfactory written notice. Until then, Alphapay may rely on its existing records.

3.5 The Client must review account activity and Order Confirmations promptly. The Client must notify Alphapay without undue delay after discovering an unauthorized or incorrect Order and provide all information reasonably requested to investigate it.

4. Orders, quotations and foreign exchange

4.1 A quote is indicative and may expire or change before an Order is accepted. An exchange rate may include Alphapay’s spread or mark-up unless the applicable disclosure states otherwise. Third-party conversion or recipient-bank rates may apply where a payment is converted outside Alphapay’s control.

4.2 An Order becomes binding when Alphapay issues an Order Confirmation. Alphapay may correct a manifest error in a quote or confirmation and will notify the Client promptly. If a correction materially changes the Order, the Client may cancel before execution without an Alphapay cancellation fee, subject to unavoidable third-party costs.

4.3 The Client must ensure that each instruction contains accurate beneficiary, account, routing, purpose-of-payment and other information required for the Order. Alphapay is not responsible for loss caused by inaccurate or incomplete information supplied by the Client, except to the extent caused by Alphapay’s failure to exercise reasonable care.

4.4 After an Order is accepted, the Client may not cancel, withdraw or amend it without Alphapay’s written consent. If Alphapay agrees, the Client must pay any reasonable direct loss, exchange-rate difference and third-party cost arising from the cancellation or amendment. Alphapay will disclose any additional Alphapay fee before completing the requested change where reasonably practicable.

4.5 Alphapay may reject or cancel an Order before execution if required by Applicable Law, if required information or funds are not received by the applicable cut-off time, if the Order exceeds an agreed limit, if a quote or system error is evident, or if Alphapay reasonably identifies fraud, sanctions, anti-money-laundering, credit, operational or security risk.

5. Funding, execution and delivery

5.1 The Client must pay the full amount required for an Order, together with all applicable Charges, in cleared funds by the deadline stated in the Order Confirmation. Unless Alphapay agrees otherwise in writing, Alphapay will accept funds only from an account in the Client’s name.

5.2 Alphapay is not required to execute an Order until it has received cleared funds and all information and documents it reasonably requires. Receipt of funds does not itself constitute acceptance of an Order.

5.3 Alphapay will use commercially reasonable efforts to deliver funds to the Payment Destination on the Value Date shown in the Order Confirmation. Delivery times are estimates unless Applicable Law expressly requires otherwise. Intermediary banks, payment networks, the recipient institution and compliance reviews may affect timing.

5.4 The recipient may receive less than the amount sent if an intermediary, recipient institution, payment network or government authority deducts fees, taxes or other amounts. Alphapay will disclose known Alphapay Charges, but it may not know or control third-party deductions.

5.5 Funds received pending execution will be handled in accordance with Applicable Law and Alphapay’s disclosed safeguarding arrangements, if any. Nothing in this Agreement represents that funds are deposits, are eligible for deposit insurance or are held in trust unless Alphapay expressly confirms that status in writing.

5.6 If funds cannot be delivered, Alphapay may take reasonable steps to correct, trace, return or re-route the payment after consulting the Client where practicable. Any refund will be reduced by non-refundable third-party costs and any loss resulting from a required currency conversion, except to the extent the failure was caused by Alphapay’s breach of this Agreement.

6. Charges, taxes, interest and set-off

6.1 The Client must pay the Charges in accordance with the Agreement and each Order Confirmation. Unless stated otherwise, Charges are exclusive of applicable taxes.

6.2 Payments by the Client must be made without set-off, counterclaim, deduction or withholding, except where Applicable Law requires otherwise. If a withholding is required, the Client must provide supporting documentation reasonably requested by Alphapay.

6.3 Overdue amounts bear simple interest from the due date until paid at the lesser of 1.5% per month (18% per year) and the maximum rate permitted by Applicable Law. Alphapay may also recover reasonable costs incurred to collect an undisputed overdue amount.

6.4 To the extent permitted by Applicable Law, Alphapay may set off an amount that is due and payable by the Client against an amount that Alphapay is required to pay to the Client. Alphapay may make a commercially reasonable currency conversion for that purpose and will provide a record of the set-off.

7. Regulatory compliance and Client obligations

7.1 Alphapay is subject to anti-money-laundering, anti-terrorist-financing, sanctions, record-keeping, reporting, client-identification and other regulatory obligations. Alphapay may perform identity and business verification, beneficial-ownership checks, third-party determinations, politically exposed person and head-of-international-organization checks, source-of-funds or source-of-wealth enquiries, sanctions screening and ongoing monitoring.

7.2 The Client must promptly provide complete, accurate and current information and documents reasonably requested for legal, compliance, risk-management, audit or operational purposes. This may include information concerning identity, legal existence, directors, officers, ownership and control, Authorized Persons, business activities, counterparties, purpose of an Order, source of funds, source of wealth and the Payment Destination.

7.3 The Client represents and warrants when entering into this Agreement and whenever it submits an Order that: (a) it has power and authority to do so; (b) the Order is for a lawful, genuine business purpose; (c) it is acting as principal unless it has disclosed and Alphapay has accepted a third-party relationship; (d) all information provided is complete and accurate in all material respects; (e) the funds are lawfully owned or controlled and are not proceeds of crime; and (f) neither the Client, an Authorized Person nor, to the Client’s knowledge after reasonable enquiry, a beneficiary is a person with whom the transaction is prohibited.

7.4 The Client must not use the Services for fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, trafficking, ransomware, unlawful gambling, deceptive practices or any activity prohibited by Applicable Law or Alphapay’s written acceptable-use requirements.

7.5 Alphapay may delay, refuse, suspend, block, return or cancel an Order, restrict an account, retain information or funds, or make a report or disclosure where Alphapay reasonably considers this necessary to comply with Applicable Law, a regulatory direction, a court order or a financial institution’s lawful requirement. Alphapay may be prohibited from telling the Client that it has made a report or from explaining the reason for its action.

7.6 The Client must notify Alphapay promptly of any material change to information previously provided, including ownership, control, business activities, legal status, Authorized Persons, contact information or banking details.

8. Privacy, confidentiality, records and communications

8.1 Alphapay may collect, use, disclose, store and otherwise process personal information to onboard the Client, provide and secure the Services, prevent fraud, manage risk, comply with Applicable Law, resolve disputes and operate its business. Alphapay’s privacy notice, available at [PRIVACY NOTICE URL], describes these practices and forms part of this Agreement.

8.2 The Client represents that it has authority to provide personal information to Alphapay and has given all notices and obtained all consents required by Applicable Law. The Client must not provide personal information that is unnecessary for the Services.

8.3 Alphapay may transfer information to service providers, financial institutions, payment networks, counterparties, regulators and law-enforcement bodies in Canada or other jurisdictions where reasonably necessary for the purposes in clause 8.1. Information processed outside Canada may be subject to foreign laws.

8.4 Each party must protect the other party’s confidential information using at least reasonable care and may use it only to perform or enforce this Agreement. This obligation does not apply to information that is public without breach, lawfully known without restriction, independently developed, lawfully received from another source or required to be disclosed by law.

8.5 To the extent permitted by Applicable Law, Alphapay may record calls and retain electronic communications for quality, security, evidence, compliance and training purposes. Alphapay will retain records for the period required by Applicable Law or reasonably required for legal, regulatory and operational purposes and may then securely delete them.

8.6 The Client consents to receiving account, transaction, security and legal notices electronically at the contact details in Alphapay’s records. Electronic records and system logs are admissible as evidence to the extent permitted by law, but are not conclusive where there is manifest error.

9. Suspension and termination

9.1 Either party may terminate this Agreement on 30 days’ written notice, unless the Application Form states a different notice period. Termination does not cancel an accepted Order or affect accrued rights and obligations.

9.2 Alphapay may immediately suspend the Services, refuse new Orders or terminate this Agreement if: (a) the Client fails to pay an amount when due; (b) the Client materially breaches the Agreement and, where the breach is capable of remedy, fails to remedy it within a reasonable period specified by Alphapay; (c) information provided by the Client is materially inaccurate, misleading or incomplete; (d) the Client becomes insolvent, ceases business or is subject to a formal insolvency proceeding; (e) continuing the relationship or an Order may violate Applicable Law or expose Alphapay or a service provider to material fraud, sanctions, compliance, security, reputational or credit risk; (f) a regulator, court, financial institution, payment network or law-enforcement body requires or requests the action; or (g) Alphapay loses a registration, banking relationship or service capability necessary to provide the Services.

9.3 Where lawful and reasonably practicable, Alphapay will give the Client notice of a suspension or termination and its general reason. Alphapay is not required to disclose information where disclosure is prohibited or would compromise security, an investigation or a legal obligation.

9.4 On termination, the Client must immediately pay all amounts due. Alphapay may complete, unwind or cancel outstanding Orders in a commercially reasonable manner, subject to Applicable Law, and the Client is responsible for resulting direct costs and losses except to the extent caused by Alphapay’s breach.

9.5 Clauses concerning payment, compliance, confidentiality, privacy, records, liability, indemnity, dispute resolution and all provisions that by their nature should survive will remain effective after termination.

10. Warranties, liability and indemnity

10.1 Each party warrants that it has authority to enter into this Agreement. Except as expressly stated and to the maximum extent permitted by Applicable Law, the Services are provided without any other representation, warranty or condition, whether express, implied or statutory.

10.2 Alphapay is responsible for direct loss suffered by the Client to the extent caused by Alphapay’s breach of this Agreement, negligence, fraud or wilful misconduct. Alphapay is not responsible for loss caused by the Client’s act or omission, inaccurate instructions, an Authorized Person, the recipient, a third-party service provider outside Alphapay’s reasonable control, or an event described in clause 12.6.

10.3 To the maximum extent permitted by Applicable Law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, business, opportunity, goodwill or anticipated savings, even if advised that the loss was possible. This exclusion does not limit the Client’s obligation to pay amounts due or either party’s liability for fraud, wilful misconduct, breach of confidentiality, infringement of intellectual-property rights, or liability that cannot lawfully be excluded.

10.4 The Client will indemnify Alphapay and its directors, officers, employees and agents against reasonable third-party claims, damages, penalties, costs and expenses (including reasonable legal fees) to the extent arising from the Client’s material breach of this Agreement, fraud, unlawful use of the Services, materially inaccurate instructions or violation of Applicable Law. The indemnity does not apply to the extent the loss was caused by Alphapay’s negligence, fraud, wilful misconduct or breach of this Agreement.

10.5 A party seeking indemnification must provide prompt notice, reasonable cooperation and control of the defence to the indemnifying party, provided that no settlement may admit fault or impose a non-monetary obligation on the indemnified party without its consent.

11. Complaints and notices

11.1 The Client should first raise any service complaint with Alphapay at [COMPLAINTS EMAIL], by telephone at [COMPLAINTS TELEPHONE], or by mail at [COMPLAINTS ADDRESS]. The Client should include its legal name, account or Order reference, relevant dates, the amount involved, a description of the issue and supporting documents.

11.2 Alphapay will acknowledge and investigate a complaint within the periods required by Applicable Law and will provide a written outcome where appropriate. Nothing in this clause prevents either party from seeking urgent interim relief or contacting a regulator or law-enforcement body.

11.3 A formal notice under this Agreement must be in writing and delivered by email, courier or registered mail to the contact details in the Application Form or, for Alphapay, to [LEGAL NOTICE EMAIL] and [REGISTERED OFFICE ADDRESS]. A notice is deemed received when delivery is confirmed, or on the next Business Day if received after 5:00 p.m. at the recipient’s location.

12. General

12.1 The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, fiduciary, employment or agency relationship, except that an Authorized Person may act for the Client within the authority recorded by Alphapay.

12.2 The Client may not assign or transfer the Agreement without Alphapay’s prior written consent. Alphapay may assign the Agreement to an affiliate or in connection with a merger, reorganization, sale of business or transfer of the relevant Services, provided that the assignee assumes Alphapay’s obligations and the assignment is permitted by Applicable Law.

12.3 Alphapay may amend these Terms for a valid legal, regulatory, security, operational or commercial reason by giving reasonable prior notice. A material amendment will not apply retrospectively to an accepted Order unless required by Applicable Law. If the Client does not accept a material amendment, it may terminate the Agreement before the amendment takes effect, subject to completion of outstanding Orders and payment of amounts due.

12.4 If a provision is invalid or unenforceable, it will be severed or limited to the minimum extent necessary, and the remaining provisions will continue. A waiver is effective only if in writing and applies only to the specific circumstance for which it is given.

12.5 This Agreement may be accepted electronically and in counterparts. Electronic signatures and records have the same effect as originals to the extent permitted by Applicable Law.

12.6 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour disruption, epidemic, government action, power or telecommunications failure, cyberattack, failure of a banking or payment network, or closure of a market. The affected party must use commercially reasonable efforts to mitigate the effect. This clause does not excuse payment obligations already due.

12.7 This Agreement is governed by the laws of [GOVERNING PROVINCE OR TERRITORY] and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Subject to any mandatory law, the courts located in [CITY, PROVINCE OR TERRITORY] have exclusive jurisdiction over disputes arising from this Agreement.

12.8 These Terms were prepared in English at the parties’ express request. [INSERT FRENCH-LANGUAGE CLAUSE IF REQUIRED FOR QUEBEC CLIENTS.]