Terms and Conditions

Valid from July 1, 2025 | This version issued on September 18, 2026 | For existing Clients, the changes introduced by this version take effect on November 18, 2026 in accordance with clauses 16.1 and 16.3

These Terms and Conditions (hereinafter referred to as the “Terms”) and the documents referenced herein form a legally binding agreement between you (hereinafter referred to as “You” or the “Client”) and FOTIFY PAY INC (hereinafter referred to as “We,” “Us,” or “FOTIFY PAY”) regarding the use of the Services provided by us. References to the “Parties” refer to both You and FOTIFY PAY.

For your own benefit and protection, please read these Terms and the referenced documents carefully before accepting them. If there is any provision you do not understand, we encourage you to seek clarification before proceeding.

FOTIFY PAY complies with applicable Canadian consumer protection and privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) where applicable. FOTIFY PAY’s Services are provided from Canada and are not marketed, promoted, or directed at persons in the United Kingdom or the European Union or European Economic Area (“EU/EEA”). Services requested by a Client established or situated in the United Kingdom or the EU/EEA may be provided only at that Client’s own exclusive initiative and only where legally permitted, subject to clause 2.9. FOTIFY PAY is not authorized or regulated by the UK Financial Conduct Authority and is not authorized as a crypto-asset service provider under Regulation (EU) 2023/1114 (“MiCA”). Nothing in these Terms represents or implies such authorization or excludes any mandatory law that applies to FOTIFY PAY or the Client.

FOTIFY PAY INC is a company incorporated in Canada and registered as a Money Services Business (“MSB”) with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”), under MSB registration number M23631101. Registration with FINTRAC is not a licence or an endorsement of the business. Our registered office address is 329 Howe St PMB 2118, Vancouver, BC, Canada V6C 3N2. You can contact us at that address or by email at [email protected].

1 Definitions and Meanings

Application – A form available on the FOTIFY PAY website for registration in the system and account opening, which must be completed by the Client or their representative.

Authorized representative – A person duly authorized by the Client to represent them in dealings with FOTIFY PAY and execute Transactions in the name and for the benefit of the Client, acting under a power of attorney or another legal basis.

Business day – Any calendar day other than a Saturday, Sunday, a public or bank holiday in Canada, or any other non-working day previously announced by FOTIFY PAY, on which payment infrastructures and banks are open for business in Canada.

Client – A private individual or legal entity who wants to use FOTIFY PAY services and has completed all relevant account opening steps for this purpose as described in these Terms.

Client account – A current account in the FOTIFY PAY system that the Client opens and maintains.

Client’s identification – A set of Know Your Customer (KYC) and Due Diligence (DD) measures applied by FOTIFY PAY to prevent money laundering and terrorism financing, in compliance with mandatory binding requirements of applicable Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) legal acts and regulations.

Compliance – (a) Adherence to the applicable rules, regulations, and policies of FOTIFY PAY; (b) Adherence to FOTIFY PAY access security, data privacy and information security and confidentiality requirements; (c) Adherence to the relevant rules and regulations as may be required from time to time by any laws and relevant country’s financial and capital market institutions or any other regulations and directives applicable.

Cookies Policy – The general conditions regarding the use of cookies on the Website. These conditions are available on the Website.

Customer Service – FOTIFY PAY’s customer service, which the Client can contact by sending a message to the email indicated on the website in the “Contact Us” section.

Fees Schedule – Charges payable by the Client to FOTIFY PAY for using FOTIFY PAY services, as provided to the Client by email.

FINTRAC – Refers to the Financial Transactions and Reports Analysis Centre of Canada. Further information about FINTRAC can be obtained from their website at https://fintrac-canafe.canada.ca/intro-eng.

Identity authentication data – This includes, but is not limited to, login names, passwords, one-time passwords (OTP), sensitive authentication data, and any personalized security features of the Client account used to verify Client identity and authorize transactions as agreed between Client and FOTIFY PAY.

Order – An instruction given by the Client to FOTIFY PAY, by email or through any other channel expressly made available by FOTIFY PAY, to carry out a Transaction, including an Order for a virtual currency operation under Section 9. An Order may not be withdrawn by the Client once it is deemed irrevocable, as indicated in these Terms.

Party – Refers to either the Client or FOTIFY PAY. Together, they are referred to as the “Parties.”

Payee – A private individual or legal entity specified in the payment order as the recipient of the Transaction’s funds.

Payer – A private individual or legal entity that makes a payment for the benefit of the Client, or the Client where the Client submits an Order to make a payment.

Payment instrument – An electronic tool or set of procedures that enables the Client to access funds held in their Client account through electronic devices and/or electronic communication channels, and that is used to transfer money, make payments, or settle financial transactions. A Payment instrument may include, but is not limited to, electronic funds transfers and credit/debit cards. Virtual currency is an asset that may be held or transferred under these Terms and is not itself a Payment instrument.

Payment transaction – A transaction of an electronic funds transfer on Client account initiated by the Client, wherein funds are transferred to the payee’s account.

Personal data – Any information that relates to an identified or identifiable living individual, including different pieces of information which, when collected together, can lead to the identification of a specific person. The principles for processing Personal data are defined in the FOTIFY PAY Privacy Policy.

Privacy Policy – FOTIFY PAY’s internal policy governing the processing of personal data, available on the Website and subject to amendments from time to time. The Privacy Policy is based on the Personal Information Protection and Electronic Documents Act, SC 2000 c 5 (PIPEDA) (available at: https://laws-lois.justice.gc.ca/ENG/ACTS/P-8.6/index.html) and follows best practices regarding Personal data protection.

Service Providers – A third party that performs any service or application, either directly or indirectly, in support of FOTIFY PAY’s activities related to the provision of its Services, including, but not limited to, correspondent banking providers.

Services – The services made available by FOTIFY PAY under these Terms, including sending and receiving electronic funds transfers and supported virtual currency operations. Virtual currency operations may include the exchange or transfer of supported virtual currencies where expressly made available to the Client and legally permitted. Conversion of one fiat currency into another is not provided under these Terms. Currency conversion and virtual currency operations are governed by Section 9. All Services remain subject to applicable law, availability, and the restrictions in clause 2.9.

Strong customer authentication (SCA) – A verification method based on guidelines established by Canadian Centre for Cyber Security (https://www.cyber.gc.ca/en/guidance/use-strong-user-authentication). SCA involves the use of two or more independent elements, ensuring that a breach of one element does not compromise the reliability of the others. It is designed to protect the confidentiality of authentication data.

Terms – The Terms and Conditions, published on the Website, which may be amended from time to time.

Transaction – An action initiated by the Client involving the transfer of funds or supported virtual currency, or an expressly available exchange involving supported virtual currency. A Transaction involving funds is carried out through a Payment instrument; a Transaction involving supported virtual currency is carried out through the channels made available by FOTIFY PAY under Section 9. A Transaction does not include conversion of one fiat currency into another under these Terms.

Website – The FOTIFY PAY website, available at https://fotifypay.com/.

Withdrawal – The removal of funds or supported virtual currency from the Client account, which can occur over a period of time in fixed or variable amounts within the established limit. A Withdrawal of funds is executed as a funds transfer to an account held in the Client’s name. A Withdrawal of supported virtual currency is executed as a transfer to a wallet address provided by the Client and is subject to Section 9.

Working Hours – The hours from 6:00 AM to 4:00 PM UTC on each Business day, during which FOTIFY PAY provides services to Clients, handles Orders, and executes Payment Transactions.

2 Subject and Scope of the Terms and Conditions

2.1. These Terms govern the Client’s access to FOTIFY PAY Services, including sending and receiving electronic funds transfers and supported virtual currency operations expressly made available to the Client, as well as the opening, maintenance, and closure of the Client account. FOTIFY PAY does not provide conversion of one fiat currency into another under these Terms. The scope and availability of Services are subject to Section 9, clause 2.9, and applicable law.

2.2. The agreement between FOTIFY PAY and the Client is concluded when the Client submits the Application form (Individual or Corporate) available on our Website for the opening of a Client account and FOTIFY PAY accepts that application and opens the Client account. Submission of an Application form alone does not conclude the agreement, and FOTIFY PAY may decline or discontinue an application in accordance with clauses 3.11, 3.14, and 4.1.

2.3. These Terms serve as a legally binding agreement governing the Client’s use of FOTIFY PAY Services. By utilizing FOTIFY PAY Services, the Client acknowledges and accepts the Terms. The Client must review all updates to these Terms published on the Website before signing up for or continuing to use FOTIFY PAY Services. All future amendments and updates are incorporated by reference and will take effect in accordance with the notice procedure and notice periods set out in Section 16.

2.4. These Terms regulate the processes for opening, using, and closing a Client account, in addition to all other Services and functionalities provided by FOTIFY PAY as described herein.

2.5. These Terms, together with the Application form, the Fees Schedule, the Privacy Policy, the Cookies Policy, and any other agreement, policy, procedure, or amendment that is expressly incorporated by reference and provided or made available to the Client, constitute the entire agreement between the Client and FOTIFY PAY and supersede any prior understanding on the same subject matter. Marketing and other general information published on the Website does not form part of these Terms.

2.6. The Client is advised to read the Terms carefully. If there is any part of the Terms that the Client does not understand or would like to clarify, the Client should contact FOTIFY PAY.

2.7. The Client is encouraged to print or download and retain a copy of these Terms for future reference. The Client can always view the current version of the Terms on the Website.

2.8. These Terms are provided to you in English and concluded in English. All future communication with you will also be conducted in English.

2.9. A prospective Client established or situated in the United Kingdom or the EU/EEA must have approached FOTIFY PAY and requested the specific Services entirely at their own exclusive initiative, without solicitation, advertising, or other approaches by FOTIFY PAY or any person acting on its behalf. FOTIFY PAY may provide the requested Services only where it has determined that doing so is permitted under the laws applicable to the Client and the specific Services. The Client’s acknowledgement alone does not establish an exemption from authorization, registration, financial promotion, or other legal requirements. Any reliance on the exclusive-initiative exception under Article 61 of MiCA is limited to the services and relationship permitted by that provision and does not permit marketing new types of crypto-assets or crypto-asset services to the Client. FOTIFY PAY may request evidence of the circumstances of the Client’s approach and may restrict, decline, or discontinue Services where the acknowledgement is inaccurate or provision of the Services is not legally permitted.

3 Client Account

3.1. The Client account is a current account that enables the Client to hold stored value (referred to as “funds,” “money,” or “virtual currency”), and to send and receive Payment transactions. The Client can check the balance and view transaction history through the Client account interface where FOTIFY PAY makes it available, and may at any time request an account statement from Customer Service by email.

3.2. The funds held in the Client account(s) do not constitute a deposit, and FOTIFY PAY will not, under any circumstances, provide any benefits related to the storage of funds in the account(s) or pay the Client any interest on the account(s) balance.

3.3. Funds held in the Client account(s) may be accepted, held, and transferred in any currency supported by FOTIFY PAY.

3.4. Money held in the Client account(s) does not expire merely because the account is inactive. Dormancy classification and any applicable dormancy fees are governed by clause 10.8. Account closure and the return of remaining funds are governed by Section 11, subject to applicable law and to the procedure for requesting a transfer of remaining funds specified in clause 11.3. Remaining funds do not expire and are not forfeited to FOTIFY PAY on the expiry of any period specified in clause 11.3.

3.5. The Client has the right to withdraw funds from the Client account(s) at any time, and the same right applies to supported virtual currency held in the Client account, subject to Section 9. However, the Client may be required to confirm their identity and provide any necessary supporting documentation beforehand. There is no minimum withdrawal amount, but the balance in the Client account must be sufficient to cover any applicable withdrawal fees and, in the case of virtual currency, any applicable network fees.

3.6. The Client account(s) may be subject to limits set by FOTIFY PAY based on the Client’s assessed AML (Anti-Money Laundering) risk, as determined by FOTIFY PAY’s AML team and subject to applicable legal requirements. These limits may be revised by FOTIFY PAY from time to time.

3.7. The Client account(s) is opened for an indefinite period.

3.8. The Client account is issued by FOTIFY PAY and is not a bank account. FOTIFY PAY is not a credit institution. The Client account is not associated with a credit institution account, and FOTIFY PAY does not act as a trustee, fiduciary, or escrow holder regarding the balance. FOTIFY PAY is registered with FINTRAC for Canadian AML/CTF purposes. By accepting these Terms, the Client acknowledges that the Client account and the funds stored in it are not covered by the Canada Deposit Insurance Corporation (CDIC) scheme. No other compensation scheme exists to cover losses related to the Client account. Although the Client account is not covered by CDIC, FOTIFY PAY holds Client funds with an authorized financial institution in accounts that are kept separate from its own operating funds, until those funds are spent, withdrawn, or reimbursed to the Client. This is a contractual undertaking by FOTIFY PAY reflecting its internal safeguarding arrangements. Registration as a Money Services Business with FINTRAC does not impose a statutory segregation or safeguarding regime, and FOTIFY PAY does not represent that these arrangements place Client funds beyond the reach of its creditors. The treatment of Client funds in the event of FOTIFY PAY’s insolvency is determined by applicable law. Similarly, Client accounts are not protected under the UK Financial Services Compensation Scheme (FSCS) or under any deposit guarantee scheme in the European Union. FOTIFY PAY maintains separate accounts as described above, but these funds do not benefit from any statutory deposit protection or investor compensation scheme.

3.9. The funds and any supported virtual currency in the Client account(s) belong to the natural person or legal entity registered as the Client account holder (the Client). No other person has any rights to the funds or virtual currency held in the Client account(s), except in cases of legal succession. The Client may not assign or transfer the Client account to a third party or grant any third party a legal or equitable interest in it.

3.10. There are two types of Client accounts: Individual Client account and Corporate Client account.

3.10.1. Both types require personal identification information to be provided in respect of the Client and, for a Corporate Client account, in respect of its authorized representatives and beneficial owners, including name, surname, date of birth, country of residence, citizenship, cell phone number, email address, a high-quality audiovisual recording (with proper lighting) for identification purposes, a high-quality photo (or scanned copy) of a valid ID document or passport (which is valid for crossing the relevant person’s country of residence borders), and a scanned copy of a proof of address dated within the last three (3) months.

3.10.2. The corporate Client account requires the submission of an Application form, along with other documents and information as set by FOTIFY PAY.

3.11. If the potential Client fails to provide valid proof of identity and/or proof of address, FOTIFY PAY will not process the application further.

3.12. During the document verification process, FOTIFY PAY ensures that:

3.12.1. The document is valid;

3.12.2. There are no obvious signs of forgery (e.g., smears, damage to the document);

3.12.3. The quality of the documentation (regarding content, clarity, and accuracy) complies with legal standards. FOTIFY PAY will not process the application further if the documents do not include all required pages.

3.13. The Client confirms that:

3.13.1. The document includes all necessary pages, grading scales, legends, and translations.

3.13.2. The file is complete, all scanned images are correctly oriented (portrait or landscape), and all content is readable before submission to FOTIFY PAY. The Client should ensure that all four corners of the document are visible.

3.14. If the proof of identity and/or proof of address cannot be accepted for any reason (e.g., the ID photo does not appear genuine), FOTIFY PAY reserves the right to deny the application.

3.15. Nothing in this Section limits FOTIFY PAY’s obligations under applicable anti-money laundering and counter-terrorist financing law. Where FOTIFY PAY is required to report a transaction, an attempted transaction, or other information to FINTRAC or another competent authority, it will do so regardless of the stage reached in the relationship with the potential Client, and it is not obliged to inform the potential Client that such a report has been made.

4 Applying for Client Account and Opening Client Account

4.1. In order to use FOTIFY PAY Services, the Client must first open a Client account by registering their details via the online Application form on the Website and submitting an Application form (Individual or Corporate) for account services. As part of the account opening process, the Client must accept the Terms, and FOTIFY PAY may require the payment of an account opening fee in advance by payment transfer. The Client must not be in breach of any of the Terms. FOTIFY PAY reserves the right to refuse services to residents of jurisdictions identified by the Financial Action Task Force (FATF) as High-Risk Jurisdictions subject to a Call for Action, to persons or jurisdictions subject to the OFAC Sanctions List or any other applicable sanctions list, and to residents of other jurisdictions identified in sanction lists or in recommendations from regulatory authorities. FOTIFY PAY does not market or promote its Services to persons established or situated in the United Kingdom or the EU/EEA. Any application from such a person is subject to clause 2.9. FOTIFY PAY may require supporting evidence before opening an account and will decline or restrict the application where provision of the requested Services is not legally permitted.

4.2. If the Client is a private individual, they must be at least 18 years old to use FOTIFY PAY services. By opening a Client account, the Client declares that they are 18 years of age or older.

4.3. To become a Client, the Client must apply for a Client account by providing all necessary information during the registration process on the Website. All information provided during the signup process or at any time thereafter must be accurate and truthful. The Client is prohibited from providing false, inaccurate, incomplete, or misleading information.

4.4. FOTIFY PAY is required by applicable laws to carry out all necessary security, verification, Client’s identification, and activity checks to provide any services to the Client. FOTIFY PAY has the right to request these checks at any time at its own discretion, and the Client agrees to comply with such procedures.

4.5. FOTIFY PAY adapts the necessary verification procedures for each Client, which may require the Client to provide additional information. The Client agrees to provide any requested information at their own expense, in a language and format acceptable to FOTIFY PAY. All information provided must always be accurate, complete, and truthful.

4.6. FOTIFY PAY may request the Client at any time to confirm the accuracy of their information or provide additional supporting documents (including, but not limited to, identity, source of funds, activities, and purposes of executed transactions). The list of required documents will be communicated to the Client by FOTIFY PAY, depending on the nature of the Client’s business activity, location, and any other legal requirements.

4.7. The Client agrees that FOTIFY PAY may make any necessary inquiries to validate and verify the information provided (including personal data) directly or through third parties. The Client consents to FOTIFY PAY applying reasonable discretion in using and sharing relevant personal data for identity and verification checks. Records of such inquiries may be left on the Client’s file with third parties and also held by FOTIFY PAY. FOTIFY PAY may also require the Client’s authorization to request and receive such information or documents from other institutions or payment service providers.

4.8. Upon successful verification and approval, the Client will gain access to their account.

4.9. The Client may only open a Client account if it is legal to do so in their country of residence. By opening a Client account, the Client represents and warrants to FOTIFY PAY that doing so does not violate any laws or regulations applicable to the Client. The Client agrees to indemnify FOTIFY PAY against any losses incurred as a result of the Client’s breach of this section.

4.10. The Client may not be able to use their Client account or access services until they have passed all FOTIFY PAY Client’s identification, security validation, and verification checks, and provided the information required in accordance with AML/CTF regulations.

4.11. For additional account opening requests, the Client must contact Customer Service. FOTIFY PAY reserves the right to refuse the opening of additional accounts.

4.12. The Client may only add Payment instruments to the Client account if they are the legal holder of that Payment instrument. FOTIFY PAY treats any violation of this requirement seriously and will consider any attempt to add a Payment instrument that the Client does not legally hold as a fraudulent act.

5 Maintaining Client Account

5.1. The Client account(s) is opened for an indefinite period. FOTIFY PAY will continue providing Services until these Terms are terminated or Services are suspended for any reason outlined in these Terms.

5.2. The Client confirms that the information provided in the Client account and Application form is always accurate and up to date. FOTIFY PAY shall not be liable for any loss arising from the Client’s failure to update information. FOTIFY PAY may request the Client at any time to confirm the accuracy of the information or provide supporting documents or other evidence.

5.3. The Client must update their personal information (including changes in name, company name, representative, beneficial owner, residence or business address, nature of business, place of tax residence or taxpayer number, email, phone number, other contact data, or information regarding persons authorized to manage funds in the Client account(s), or the initiation of bankruptcy proceedings) immediately, and no later than seven (7) Business days from the date of the change. The Client must also submit appropriate documentation to FOTIFY PAY as proof of the change.

5.4. FOTIFY PAY reserves the right to block the Client account(s) at any time if any of the provided documents are outdated, unreadable, appear inauthentic, or are incomplete (e.g., missing necessary pages, grading scales, legends, or translations). If FOTIFY PAY sends an informative email to the Client requesting updated documents or corrections, the Client has seven (7) Business days to address the deficiencies.

5.5. In the event that the Client account(s) is blocked, FOTIFY PAY will unblock the account within two (2) Business days after receiving the required documents, provided they meet the necessary criteria.

5.6. FOTIFY PAY may contact the Client via email or through other means described in Section 17 with information or notices regarding the Client account(s). It is the Client’s responsibility to regularly check the functioning of their registered email address or other communication methods linked to the Client account and to promptly retrieve and read any messages. FOTIFY PAY shall not be liable for any loss arising from the Client’s failure to do so.

5.7. Payment transactions are displayed in the Client’s account statement, along with any fees charged. Each transaction is assigned a unique transaction ID, which is shown in the transaction history. The Client should refer to this transaction ID when communicating with FOTIFY PAY about a specific transaction. The Client is encouraged to regularly check their account balance and transaction history, and report any irregularities or seek clarification by contacting Customer Service as soon as possible.

5.8. Subject to the provisions of Section 8 below, in order to claim a refund for an unauthorized or incorrectly executed payment transaction on the Client account, the Client must notify FOTIFY PAY without undue delay after becoming aware of the unauthorized or incorrect transaction. In any event, such notification must be made no later than three (3) months after the debit date of the Transaction.

5.9. No minimum account balance is required. The Client must nevertheless maintain sufficient funds to cover Transactions and applicable fees, as provided in clauses 3.5, 8.1.7, and 12.4. If the Client account(s) has a negative balance, including as a result of a Transaction reversal or deduction of fees, that negative amount represents a debt owed by the Client to FOTIFY PAY. The Client must promptly replenish the Client account(s) to eliminate the negative balance.

6 Keeping Client Account Safe

6.1. An Authorized representative with appropriate powers may be allowed to operate the account on the Client’s behalf as a user and enter into transactions in the Client’s name using the funds held in the Client account(s). The user’s authority to represent the Client must be confirmed by relevant documents, including but not limited to, articles of association, resolutions of competent corporate bodies, powers of attorney, or other documents.

6.2. The Client and each Authorized representative must take reasonable steps to protect the Client account, Identity authentication data, and the devices, email accounts, and telephone numbers used to access the Services or submit Orders. Each authorized user must use their own credentials where issued. The Client must notify FOTIFY PAY promptly when a representative’s authority is changed or revoked.

6.3. Passwords must be strong, unique, and kept confidential. The Client must not disclose passwords, OTPs, recovery codes, or other personal security credentials to any other person, including another Authorized representative, or include them in an email, payment order, or other message to FOTIFY PAY. The Client must not approve an authentication request for a Transaction they did not initiate or verify.

6.4. The Client must use multi-factor authentication, including any Strong customer authentication (SCA) procedure made available by FOTIFY PAY, and protect the associated devices and recovery methods. The Client must keep relevant devices and software reasonably secure and updated, prevent unauthorized access, and sign out after using shared devices. Before responding to a payment or account request, the Client must verify it through FOTIFY PAY’s official contact details in accordance with clause 17.10.

6.5. If the Client knows or suspects that credentials, an email account, a telephone number, or a device used for the Services has been lost, stolen, compromised, or used without authority, the Client must notify FOTIFY PAY without undue delay at [email protected] or another official support email identified on the Website, as provided in clause 17.5. The Client must request appropriate restrictions, change affected credentials where safe to do so, and cooperate with reasonable verification and recovery measures. The Client must not send passwords or OTPs with the notification.

6.6. The Client must review account statements and Transaction notices and report suspected unauthorized or incorrectly executed Transactions in accordance with clauses 5.7, 5.8, and 8.5. FOTIFY PAY may apply proportionate protective measures under Section 10. The allocation of liability remains subject to Sections 8 and 15 and applicable law; use of credentials alone does not remove FOTIFY PAY’s obligation under clause 8.5.4 to establish authentication and proper recording.

6.7. These security obligations continue after account closure for as long as the Client retains access credentials, can request withdrawal of remaining funds, or communicates with FOTIFY PAY about the closed account.

7 Prohibited Activities

7.1. FOTIFY PAY has identified specific activities that are restricted or prohibited in connection with the use of its Services. These restrictions align with these Terms, applicable laws, regulations, directives, and any guidelines issued by FOTIFY PAY or relevant jurisdictions. The Client must not engage in any of the following activities, and acknowledges that doing so may result in the measures set out in clauses 7.4 and 10.1, including the suspension or closure of the Client account and reporting to the competent authorities:

(a) Opening an account under a fictitious name, in another person’s name without authorization, or using anonymous contact information.

(b) Using the account for activities that violate applicable laws, including money laundering, terrorist financing, fraud, or the purchase/sale of illegal goods.

(c) Using the Services to benefit activities that FOTIFY PAY has identified as restricted or are related to sanctioned entities.

(d) Violating any applicable law, regulation, directive, statute, or contract, including but not limited to AML (Anti-Money Laundering) laws, consumer protection laws, and personal data regulations, including refusal to provide identity verification.

(e) Acting in an offensive, harassing, or demeaning manner toward other clients, FOTIFY PAY, its partners, or third parties.

(f) Using the Services in a manner that violates banking/payment service provider standards, contradicts public order, or breaches moral principles.

(g) Providing false, incorrect, or misleading information.

(h) Engaging in transactions involving unauthorized or fraudulent funds.

(i) Failing to cooperate with FOTIFY PAY’s requests for additional information to verify the nature of the Client’s business or transactions.

(j) Refusing to confirm the Client’s identity or submit information reasonably requested by FOTIFY PAY for compliance purposes.

(k) Using tools or mechanisms to conceal the Client’s identity and location (e.g., proxies, anonymizing techniques).

(l) Operating multiple accounts with close links, such as shared control, funding sources, or beneficial ownership.

(m) Engaging in activities that present an increased risk of fraud or credit exposure to FOTIFY PAY, as determined by FOTIFY PAY.

(n) Engaging in activities that may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or adverse legal consequences for FOTIFY PAY, other Clients, or third parties.

(o) Disclosing personal and identity authentication data to third parties or allowing unauthorized use of the account.

(p) Tampering with, hacking, modifying, or interfering with FOTIFY PAY’s Services, or attempting to do so.

(q) Infringing on FOTIFY PAY’s or third-party trademarks, copyrights, or intellectual property rights.

(r) Maintaining a negative balance in the Client account(s).

(s) Using the Services in ways that deviate from these Terms.

7.2. The Client may not use FOTIFY PAY Services if the Client resides in, or is otherwise connected with, a jurisdiction identified by the Financial Action Task Force (FATF) as a High-Risk Jurisdiction subject to a Call for Action, a jurisdiction or person subject to the OFAC Sanctions List or any other applicable sanctions list, or any other jurisdiction identified in recommendations from regulatory authorities against cooperation. This list is not exhaustive, and FOTIFY PAY reserves the right, at its sole discretion, to discontinue or restrict its services in other jurisdictions at any time without prior notice. FOTIFY PAY also reserves the right to suspend or terminate the Client’s account at any time if it reasonably believes it is required to do so by law or to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.

7.3. The use of the Client’s account for any illegal purposes, including but not limited to fraud and money laundering, is strictly prohibited. FOTIFY PAY will report any suspicious activity to the relevant law enforcement agencies.

7.4. If the Client conducts or attempts to conduct any transaction in violation of the prohibitions outlined in Section 7, FOTIFY PAY reserves the right to: reverse the transaction; and/or close or suspend the Client’s account; and/or report the Transaction to the relevant law enforcement agency or regulatory body; and/or claim damages from the Client. Additionally, FOTIFY PAY may charge the Client a fee according to the applicable fees if any of the above actions are taken.

7.5. It is the Client’s responsibility, not FOTIFY PAY’s, to ensure that they only send or receive transactions from persons or entities for the sale or supply of goods and services that the Client is legally permitted to provide or receive in compliance with applicable laws and regulations. The mere fact that a person or entity accepts Transactions through the Client’s account(s) is not an indication of the legality of their goods or services. If the Client is uncertain about the legality of a supply or purchase, they should not proceed with the transaction. Additionally, it is the Client’s responsibility, not FOTIFY PAY’s, to ensure that bank account details and, for virtual currency operations, the wallet address and network details are entered correctly to avoid transaction errors and any associated charges, as provided in clauses 8.5.5 and 9.7.

8 Submission and Execution of Payments

8.1. Submission of a Payment Order

8.1.1. To initiate a payment, the Client must send an email to FOTIFY PAY with a filled and signed payment order form attached.

8.1.2. The Client must verify that the information provided in the payment order is correct before submitting it. Any errors, such as an incorrect IBAN/account number or other inaccurate information, could result in the payment not being executed, executed incorrectly, or returned to FOTIFY PAY. FOTIFY PAY is not obliged to verify that the payee’s IBAN account matches the name or entity specified in the Client’s payment order.

8.1.3. The payment order must comply with applicable Terms and legislative requirements. If the Client’s account is seized, frozen, or subject to other limitations, FOTIFY PAY will not accept or execute the payment order.

8.1.4. Submission of a payment order by the Client constitutes full authorization for FOTIFY PAY to transfer the funds as instructed, provided that all data is correct. A submitted and confirmed payment order cannot be withdrawn.

8.1.5. If FOTIFY PAY fails to execute a payment or executes it incorrectly after the Client has initiated it, FOTIFY PAY will, upon receiving the Client’s request, immediately trace the transaction free of charge and notify the Client of the outcome.

8.1.6. Once FOTIFY PAY receives the Client’s payment order, it cannot be revoked. If a payment order is received late, it will be treated as if it was received on the next Business day.

8.1.7. The Client must ensure there are sufficient funds in their account before FOTIFY PAY can process the payment order.

8.1.8. This Section governs payment transactions and payment orders involving fiat currency. Orders for virtual currency operations are governed by Section 9, together with those clauses of this Section that Section 9 expressly applies to them. The description of a payment route or method in these Terms does not oblige FOTIFY PAY to make it available; a route is available to the Client only where FOTIFY PAY expressly confirms its availability, and FOTIFY PAY may add or withdraw payment routes at any time.

8.2. Payment Limits

8.2.1. For AML (Anti-Money Laundering) and security reasons, FOTIFY PAY may impose limits on the amounts that can be transferred to or from a Client account(s) or impose special requirements based on its criteria. FOTIFY PAY is not obliged to disclose these criteria.

8.2.2. The Client has the right to request an increase or decrease in these limits by contacting FOTIFY PAY at an official support email address identified on the Website. FOTIFY PAY will consider such requests based on each Client’s risk profile, and the decision to adjust limits could be permanent or temporary.

8.3. Execution of Payment Order

8.3.1. The time frame for executing a payment order submitted by the Client begins on the day the Client submits and confirms it. If FOTIFY PAY receives the Client’s payment order after 4 p.m. UTC (the end of Working Hours) on a Business day, or on a non-Business day, FOTIFY PAY will process it on the following Business day.

8.3.2. Where FOTIFY PAY expressly confirms that a particular EUR payment can be routed through a Service Provider using the SEPA credit transfer scheme, its expected execution time is one (1) Business day, subject to clause 8.3.4. The SEPA credit transfer scheme covers euro payments only and is not available for GBP payments. The availability of a payment route does not establish eligibility for the Services or any UK or EU/EEA financial services authorization. All payment requests remain subject to clause 2.9 and applicable law; any other supported payment route and its expected execution time will be confirmed before the Order is accepted.

8.3.3. SWIFT payments are usually executed by the end of the fifth Business day.

8.3.4. FOTIFY PAY will execute Client payment orders within these timeframes; however:

• Execution times may vary depending on the cut-off times of FOTIFY PAY’s Service Provider(s) and may be affected by any queries raised by FOTIFY PAY or the Service Provider(s) regarding the transactions;
• The recipient (payee) is legally required to carry out due diligence checks in accordance with applicable laws, which may increase the processing time for the payment order. Since FOTIFY PAY has no control over the time taken by the payee’s financial institution or payment provider to make the funds available, FOTIFY PAY cannot be held responsible for delays resulting from such checks;
• In case of technical malfunctions, errors, system unavailability, or data transmission delays, the execution of payments may be delayed. FOTIFY PAY will make all reasonable efforts to resolve technical issues and proceed with the payment execution as soon as possible. The Client acknowledges that in such cases, the payment order may not be executed as instructed, may not be executed at all, or may not be placed or modified.

8.3.5. If the Client is the payee (receiver of the payment), FOTIFY PAY will credit the funds to the Client’s account on the date they receive the payment.

8.3.6. If the incoming payment lacks one or more key identifiers, such as the payee’s name or account details, or if such information is unclear or inconsistent, FOTIFY PAY will not credit the amount to the Client’s account and will request clarification from the payer. If satisfactory clarifications are not provided within ten (10) Business days from the date of the first request, FOTIFY PAY will return the payment to the payer. A fee for returning and investigating the payment will be deducted from the amount to be repaid.

8.3.7. If FOTIFY PAY cannot credit incoming funds to the Client account for operational reasons, FOTIFY PAY will return the transaction amount to the sender within two (2) Business days. If an incoming transaction is deemed unacceptable on anti-money laundering (AML), counter-terrorist financing, or sanctions grounds, FOTIFY PAY will deal with the funds as required by applicable law, which may include retaining, freezing, or reporting them, and will return them to the sender only where and when doing so is permitted by applicable law and by FOTIFY PAY’s obligations to the competent authorities. FOTIFY PAY will notify the Client to the extent it is lawfully able to do so, and fees for returning the funds may apply.

8.3.8. The Client acknowledges that the funds received in the Client’s account may be subject to reversal if they do not rightfully belong to the Client. The Client agrees that FOTIFY PAY may deduct the amount from the Client’s account without prior instruction if:

• The funds were reversed by the sender or a relevant payment Service Provider;
• The funds were transferred by fraud, mistake, or other circumstances lacking a legal basis.

8.3.9. If the Client’s account balance is insufficient to cover a reversal, the Client must unconditionally compensate FOTIFY PAY for the difference upon request.

8.3.10. Before processing an incoming or outgoing transaction, FOTIFY PAY reserves the right to review all transactions, especially if they are deemed to carry a higher-than-average risk. Such reviews may occur if FOTIFY PAY reasonably suspects that the transaction involves restricted or prohibited activities. FOTIFY PAY may also limit the source of funds for an incoming transaction to manage potential risks and will inform the Client of any limitations before approving the transaction.

8.3.11. FOTIFY PAY may request that the Client provide documentation to verify the legal basis of the transaction (e.g., source of funds and purpose of the transaction) or additional information related to the Client’s activity. All required documentation must be prepared and submitted by the Client at their expense, in the form requested by FOTIFY PAY (including acceptable language, legalization, and, if necessary, apostille certification). FOTIFY PAY reserves the right to accept or reject any documents provided by the Client.

8.3.12. For compliance or due diligence purposes, FOTIFY PAY may require the Client to submit specific data in the form and manner requested, at the Client’s own expense.

8.3.13. FOTIFY PAY’s requests may involve various identity and security validation and verification checks, including the use of third-party verification systems, and the Client agrees to such checks as part of the due diligence process.

8.3.14. FOTIFY PAY may refuse to execute incoming or outgoing transactions to protect the legitimate interests of both the Client and FOTIFY PAY if:

• The Client fails to provide the requested documents within the specified time frame, or the documents are false or illegitimate;
• There are reasonable doubts that the payment order was submitted by someone other than the Client or their Authorized representative;
• FOTIFY PAY identifies any irregularities in the transaction. If FOTIFY PAY cannot complete the payment order, they will inform the Client of the reasons and any potential corrections, unless such notification would be unlawful or technically impossible;
• The transaction violates the Terms;
• There are technical malfunctions or extraordinary market conditions affecting FOTIFY PAY’s or others’ financial systems, or if the risk associated with executing the payment is deemed unacceptable.

8.3.15. Payment execution is subject to the applicable Fees Schedule, depending on the type of payment and the Client account. FOTIFY PAY does not charge fiat-to-fiat currency conversion margins because it does not provide that service under Section 9. Any fees or pricing for an expressly available virtual currency operation must be disclosed to the Client before the Order is confirmed.

8.4. Returned Payments

8.4.1. If a payment is returned to FOTIFY PAY due to reasons beyond its control, the amount will be credited back to the Client’s account within two (2) Business days. However, the fees paid for executing the payment will not be refunded.

8.4.2. If a payment is returned due to an error on the part of FOTIFY PAY, the Client will be refunded the payment amount and all associated fees without delay.

8.5. Unauthorized or Incorrectly Executed Payments

8.5.1. The Client must regularly check and verify information on incoming and outgoing payments performed on the Client’s account against the Client’s own records to identify any errors, discrepancies, unauthorized, or improperly executed payments.

8.5.2. If the Client does not recognize or authorize a payment or any transaction on their account, or if they discover any non-conformance, they must notify FOTIFY PAY of any unauthorized, incorrectly initiated, or executed payment transactions as soon as they become aware, but no later than three (3) months after the debit date. Failure to notify FOTIFY PAY within this time frame will be considered acceptance by the Client of such a payment, and the Client will lose the right to request a refund of the unauthorized or incorrectly executed payment.

8.5.3. If FOTIFY PAY suspects fraud related to any unauthorized payment and is required to inform the regulatory authority, the Client agrees that FOTIFY PAY has the right to investigate the matter. FOTIFY PAY will assess the merits of the case and verify the relevant data. Based on the investigation’s results, FOTIFY PAY will either refund the payment amount or provide a justification for refusing the refund if the claim is found to be unsubstantiated.

8.5.4. If the Client denies authorizing a payment or claims that a payment was executed improperly, FOTIFY PAY is obligated to prove that the payment was authenticated, properly registered, and recorded in the accounts, and that it was not affected by any technical failures or other deficiencies.

8.5.5. If the Client provides incorrect details (such as a wrong unique identifier, account number, or IBAN) and FOTIFY PAY processes the payment based on these details, the payment will be considered correctly executed, even if the Client made an error. FOTIFY PAY is not liable for the non-execution or incorrect execution of such a payment. FOTIFY PAY may assist the Client in attempting to recover the funds but cannot guarantee the success of such efforts, as they depend on the policies and practices of other financial institutions or payment service providers. FOTIFY PAY will take necessary actions to track the payment and attempt to recover the funds. However, if recovery is unsuccessful, the Client should contact the payment recipient directly. If collection is not possible, FOTIFY PAY will provide the Client with available information to assist them in filing a legal claim to recover the funds upon the Client’s written request. FOTIFY PAY may charge additional fees for this assistance.

8.5.6. The Client may request an investigation by contacting FOTIFY PAY regarding any transaction on their account. FOTIFY PAY may charge a fee for this service as outlined in the Fees Schedule.

8.6. Payment Cancellation

8.6.1. The Client may cancel a payment order before confirming it, but once the payment has been initiated, it cannot be canceled.

8.6.2. Notwithstanding clauses 8.1.4, 8.1.6, and 8.6.1, if an incorrect payment order has been submitted, the Client may ask FOTIFY PAY to attempt to cancel it. FOTIFY PAY may make such an attempt at its sole discretion and is under no obligation to do so. An attempt is possible only where the payment has not yet been processed and, in the case of a virtual currency transfer, only before the transfer has been broadcast to the relevant network. Fees may apply for such corrections.

9 Currency Conversion and Virtual Currency Operations

9.1. FOTIFY PAY does not provide conversion of one fiat currency into another under these Terms. Holding or transferring supported fiat currencies does not include a right to convert between them. A payment must be funded in the currency required for the relevant payment route.

9.2. Any fiat-to-fiat conversion separately performed by the Client’s bank, the recipient’s bank, or another independent provider is governed by that provider’s terms, rates, and charges. It is not a currency conversion service supplied by FOTIFY PAY under these Terms.

9.3. Operations involving supported virtual currency, including any exchange between virtual currency and fiat currency or between virtual currencies expressly made available to the Client, are distinct from fiat-to-fiat conversion. Such operations are subject to clause 2.9, applicable law, and the rates, fees, and transaction details disclosed to and accepted by the Client before confirmation of the relevant Order. Clauses 9.4 to 9.13 apply to those operations.

9.4. A virtual currency operation is available only where FOTIFY PAY has expressly made it available to the Client, only for the virtual currencies and networks that FOTIFY PAY supports at the relevant time, and only where the operation is legally permitted in accordance with clause 2.9. FOTIFY PAY may add or withdraw support for any virtual currency or network at any time. Where support for a virtual currency is withdrawn, FOTIFY PAY will notify the Client and give the Client a reasonable opportunity to transfer or otherwise dispose of that virtual currency.

9.5. To initiate a virtual currency operation, the Client must submit an Order in the form and through the channel specified by FOTIFY PAY, stating the virtual currency, the network, the amount and, where the operation involves an outgoing transfer, the destination wallet address. FOTIFY PAY may refuse such an Order on any of the grounds set out in clause 8.3.14, and clauses 8.3.10 to 8.3.13 apply to virtual currency operations in the same way as they apply to payment transactions.

9.6. Where FOTIFY PAY provides the Client with a quoted rate, that quote is valid only for the period stated in it. If the Client does not confirm the Order within that period, or if FOTIFY PAY is unable to execute the Order at the quoted rate for reasons beyond its reasonable control, FOTIFY PAY will either provide a new quote or decline the Order. FOTIFY PAY will disclose the applicable rate, the amount of virtual currency to be delivered or received, and all applicable fees before the Client confirms the Order, and the Client’s confirmation constitutes acceptance of those terms. The Client bears the risk of any movement in the value of a virtual currency, including any movement occurring between the submission, the confirmation, and the execution of an Order.

9.7. The Client is solely responsible for the accuracy of any wallet address provided to FOTIFY PAY and for selecting the correct network, and warrants that the Client is the legal holder of, or is otherwise lawfully entitled to use, the destination wallet. FOTIFY PAY is not obliged to verify that a wallet address belongs to the Client or to any named person. Clause 8.5.5 applies to a virtual currency transfer executed to a wallet address provided by the Client in the same way as it applies to a payment executed on the basis of an incorrect unique identifier.

9.8. The Client acknowledges that a transfer of virtual currency is irreversible once it has been broadcast to the relevant network. After that point the transfer cannot be recalled, cancelled, reversed, or amended by FOTIFY PAY, by the Client, or by any other person, and virtual currency sent to an incorrect, incompatible, or inaccessible wallet address, or sent on an incorrect network, will generally be permanently lost. FOTIFY PAY may, at its discretion and without any obligation, assist the Client in attempting to recover such virtual currency and may charge a fee for that assistance, but cannot guarantee any result.

9.9. Network (blockchain) fees required to execute a transfer are payable by the Client in addition to the fees set out in the Fees Schedule. Such fees are determined by the relevant network and not by FOTIFY PAY and may change between the submission and the execution of an Order. FOTIFY PAY will disclose the network fee, or the basis on which it is calculated, before the Client confirms the Order. Confirmation times depend on the relevant network and are outside FOTIFY PAY’s control.

9.10. The Client acknowledges and accepts that virtual currency is not legal tender, is not issued or guaranteed by any central bank or public authority, and may be highly volatile in value, so that the value of virtual currency held in the Client account may fall as well as rise, in some cases to nil. Virtual currency held in the Client account is not a deposit, is not covered by the Canada Deposit Insurance Corporation (CDIC) scheme or by any other deposit guarantee or investor compensation scheme, and the acknowledgements in clause 3.8 apply to it. The safeguarding arrangements described in clause 3.8 concern fiat funds held with an authorized financial institution and do not apply to virtual currency, and FOTIFY PAY does not represent that virtual currency held for the Client is subject to any statutory safeguarding or segregation regime. Networks may also be affected by technical failure, congestion, protocol changes, or attack, and such events are outside FOTIFY PAY’s control.

9.11. FOTIFY PAY does not support, and has no obligation in respect of, virtual currency received at an address not designated by FOTIFY PAY for that virtual currency, unsupported virtual currencies or tokens, or any forked asset, airdrop, or similar distribution arising from a virtual currency held in the Client account. Such assets may be permanently inaccessible.

9.12. FOTIFY PAY does not provide investment, tax, or legal advice in relation to virtual currency, does not act as the Client’s adviser, trustee, or fiduciary in respect of any virtual currency operation, and makes no representation as to the merits or suitability of any virtual currency or virtual currency operation. The Client is solely responsible for determining the tax treatment of virtual currency operations, in accordance with clauses 12.5 and 15.6, and for deciding whether to enter into any Order.

9.13. Clause 8.2 applies to virtual currency operations, and FOTIFY PAY may set separate limits for them. Clauses 8.5.1 to 8.5.4 apply to an unauthorized or incorrectly executed virtual currency operation in the same way as they apply to a payment transaction, so that the Client must notify FOTIFY PAY within the period specified in clauses 5.8 and 8.5.2, and FOTIFY PAY bears the burden of proof set out in clause 8.5.4. Nothing in this clause requires FOTIFY PAY to reverse a transfer that has already been broadcast to the relevant network, which remains subject to clause 9.8.

10 Blocking and Suspension of the Use of FOTIFY PAY Services

10.1. FOTIFY PAY, at its sole discretion, has the right to unilaterally apply one or more of the following measures, subject to the notification requirements of clause 10.3, to protect itself, third parties, and the Client from potential monetary sanctions, losses, and other negative consequences:

• Decline the Client’s Application for any of the Services;
• Suspend, reverse, or withhold any Transaction/payment;
• Fully or partially block, suspend, or prohibit the provision of Services to the Client;
• Restrict the Client’s access to the Client account and to the associated funds and virtual currency;
• Withhold Client funds that are subject to dispute;
• Return frozen funds from the Client’s account to the original sender; or
• Terminate the Services.

10.2. FOTIFY PAY will apply these measures in exceptional cases, including, but not limited to, the following:

• A request is received from the Client;
• FOTIFY PAY has reasonable concerns about the security of the Client account, Identity authentication data, OTP, or device due to unauthorized or suspicious use;
• There are concerns regarding the security of the Client account;
• FOTIFY PAY suspects fraud, money laundering, terrorism financing, violation of sanctions, or other criminal or illegal activity;
• FOTIFY PAY suspects that the Client’s funds have been obtained illegally or that the Transaction is unlawful or prohibited;
• FOTIFY PAY suspects the Client intends to use or is using the Services for restricted or prohibited activities;
• The Client provided false information when accepting the Terms, in the Application form, or at any time during the business relationship;
• FOTIFY PAY has justified reasons to believe the Client is in breach of any applicable law or regulation;
• FOTIFY PAY is required or directed to take such actions by a competent court, government authority, applicable law, or regulation;
• The Client has been prosecuted and/or convicted of a financial or economic crime, fraud, or another crime involving abuse of trust;
• The Client or the Client’s activities fall under a risk group to which FOTIFY PAY does not provide Services;
• FOTIFY PAY is no longer able to provide the Service due to changes or termination of third-party Service Providers or changes in their policies;
• The Client fails to provide FOTIFY PAY with required information or documents in response to a legitimate request, or the information provided is false or misleading;
• The Client’s actions or omissions cause, or may cause, damage to FOTIFY PAY or third parties, including increased risk of the Client failing to fulfill liabilities;
• The Client uses FOTIFY PAY Services in a manner not permitted by these Terms, or there is a reasonable possibility of such violation;
• FOTIFY PAY has asked the Client to cover outstanding fees, and the Client has not done so within a reasonable time;
• The Client has not conducted any Transactions initiated by the Client for more than twelve (12) consecutive months, allowing restriction or suspension on grounds of prolonged inactivity. This is a separate threshold from the six-month Dormant classification in clause 10.8;
• The Client has announced bankruptcy or initiated winding-up proceedings;
• FOTIFY PAY becomes aware of the Client’s death;
• The Client has caused, or FOTIFY PAY has reason to believe the Client may cause, direct or indirect damage to FOTIFY PAY;
• Other cases as stated in these Terms.

10.3. FOTIFY PAY will promptly notify the Client via the registered email about any intention to limit the Services and the reasons for such action. If prior notice is not possible, FOTIFY PAY will notify the Client immediately after the blocking, except in cases where such notification would jeopardize the safety of funds, weaken security measures, or is prohibited by law.

10.4. If FOTIFY PAY blocks the Client account(s) at the Client’s request, FOTIFY PAY will cancel the block only after receiving a written request from the Client and completing necessary identification procedures.

10.5. The suspension of Services will continue until the reasons for the suspension no longer exist.

10.6. The suspension or restriction of Services does not exempt the Client from the obligation to fulfill any obligations to FOTIFY PAY that arose before the suspension or restriction of Services.

10.7. FOTIFY PAY is not liable for any losses incurred by the Client due to limitation measures if FOTIFY PAY’s actions have been performed in compliance with applicable legislation and the circumstances specified in these Terms.

10.8. A Client account is classified as Dormant after six (6) consecutive months without a Transaction initiated by the Client. Administrative entries and deductions of fees do not count as Transactions for this purpose. Dormant accounts may be charged only the dormancy fees disclosed in the applicable Fees Schedule. Dormant status alone does not block the account or prevent withdrawal under clause 3.5. Restriction or suspension solely for prolonged inactivity may occur only after more than twelve (12) consecutive months without a Transaction initiated by the Client, as provided in clause 10.2, with notification under clause 10.3. Other grounds for restriction or suspension under this Section remain unaffected. Dormant status ends when the Client resumes Transactions, subject to any required identification and security checks; it does not cause the remaining funds to expire.

11 Termination of the Relationship and Client Account Closing

11.1. Termination by the Client

11.1.1. The validity of the relationship and Client account(s) is open-ended. The Client may terminate the relationship at any time by providing FOTIFY PAY with ten (10) Business days’ notice, by contacting FOTIFY PAY by email.

11.1.2. When the Client decides to discontinue using FOTIFY PAY Services and terminate the relationship, it is important to remember that the Client still has certain responsibilities:

• Before terminating the relationship and closing the Client account(s), the Client must pay any outstanding fees, including Transaction fees, Service fees, or any other fees specified in the Fees Schedule. If the balance in the Client’s account(s) is insufficient to cover these costs, the Client must transfer the remaining difference to the Client account.
• When terminating the relationship and closing the Client account(s), the Client must transfer any positive balance of funds remaining in the Client account(s) to another credit/financial institution or payment service provider of the Client’s choice, and must transfer any supported virtual currency remaining in the Client account(s) to a wallet under the Client’s control.
• The Client remains liable for any liabilities arising from the use of the Client account(s) while it was active, even after its closure.

11.1.3. The Client account(s) cannot be closed if it is under investigation for fraud, money laundering, terrorism financing, violation of sanctions, or other criminal or illegal activity. This ensures the protection of all parties involved. FOTIFY PAY may hold the balance in the Client account during the period of investigation to safeguard itself and any third party against potential liabilities arising from the Client’s account(s) use or the cause of the investigation.

11.1.4. If the Client decides to terminate the relationship and close the Client account(s), the Client can request the account(s) statement(s) before closing the account(s). If the Client does not do this for any reason, FOTIFY PAY will consider it a decision by the Client not to receive such documentation.

11.2. Termination by FOTIFY PAY

11.2.1. FOTIFY PAY reserves the right to unilaterally terminate the relationship and close the Client account(s), with or without indicating a reason, by providing the Client with at least one (1) month’s notice, unless the termination relates to one or more of the exceptional cases listed in clause 10.2.

11.2.2. In the case of terminating the relationship and closing the Client account(s), FOTIFY PAY may deduct from the balance any fees, penalties payable to government entities or third parties, and any other documented costs incurred due to the Client’s fault. If the balance does not cover the amounts due, the Client must transfer the remaining difference to the account specified by FOTIFY PAY within five (5) Business days of FOTIFY PAY’s request.

11.2.3. Together with the termination notice or at any time thereafter, FOTIFY PAY may provide the Client with reasonable instructions on how to withdraw remaining funds, except for FOTIFY PAY fees and other obligatory payments unless FOTIFY PAY is prohibited from performing the transfer due to legal requirements.

11.2.4. Termination of the relationship and closure of the Client account(s) shall not relieve either party of its obligation to fulfill financial commitments or affect any legal rights or responsibilities that arose under these Terms before or at the time of termination.

11.3. If the Client account(s) holds a balance of funds or supported virtual currency at the time of closure, FOTIFY PAY will request that the Client withdraw it within a reasonable period, during which the Client account(s) will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period, the Client will no longer have access to the account(s). The Client may contact Customer Service to request that the remaining balance be transferred exclusively to an account or wallet in their name, at a different financial institution or under their control, subject to FOTIFY PAY’s approval. The Client may make that request under this simplified procedure for a period of three (3) years from the closure date of the Client account(s). After that period the Client’s entitlement to the remaining balance is not extinguished and the balance is not forfeited to FOTIFY PAY; FOTIFY PAY will continue to hold it, or deal with it as required by applicable law governing unclaimed balances, and will release it to the Client on request, subject to the identification, verification, and legal requirements applicable at that time and to any fees set out in the Fees Schedule. FOTIFY PAY suggests that the Client withdraw the remaining balance as soon as possible, as it will not accrue interest while held in the Client account(s). The Client’s obligations regarding keeping the account safe, as outlined in clauses 6.2–6.7, will continue to apply as specified in clause 6.7.

11.4. Terminating the relationship and closing the Client account(s) does not mean that FOTIFY PAY deletes the personal data it holds about the Client. FOTIFY PAY will continue to store such data, including the Client’s Transaction history, for a minimum of five (5) years, as required by law.

12 Fees

12.1. The FOTIFY PAY Fees Schedule outlines the fees that FOTIFY PAY charges for its services. This Fees Schedule forms an integral part of these Terms and is provided to the Client before establishing the relationship and opening the Client account. The Client acknowledges and understands that they must read and accept the fees before using the Services.

12.2. In the case of non-standard services not listed in the Fees Schedule, FOTIFY PAY may charge individual fees. However, these fees will be mutually agreed upon between the Client and FOTIFY PAY. FOTIFY PAY will always provide the Client with the necessary information about these fees for their confirmation.

12.3. The fee rate, minimum commission amount, and any other charges are subject to change. Because the Fees Schedule forms an integral part of these Terms under clause 12.1, FOTIFY PAY will give the Client at least two (2) months’ prior written notice of any such change in accordance with clause 16.1, and the exceptions in clause 16.3 apply equally to changes under this clause. Once effective, the amended Fees Schedule forms an integral part of these Terms. The Client has the right to terminate their relationship with FOTIFY PAY without penalty before these changes take effect.

12.4. The Client must maintain sufficient funds in their Client account for FOTIFY PAY to deduct any fees or amounts owed. FOTIFY PAY will debit any monthly fee once per month for the current fee period.

12.5. The Client is also responsible for paying any taxes or costs that apply to Transactions for which FOTIFY PAY is not responsible for collecting. In such cases, the Client must pay these taxes or costs without delay.

12.6. The Client cannot borrow funds from FOTIFY PAY. If the Client’s account balance becomes negative, they must top up their Client account to remedy this.

12.7. If the Client owes FOTIFY PAY service fees and does not top up their Client account, FOTIFY PAY may take one or more of the following steps, with any suspension under paragraph (a) subject to the notification requirements of clause 10.3:

(a) Suspend the Client account(s);

(b) Deduct the funds from the Client account(s) once it has funds (this may occur in installments);

(c) Exercise a right of set-off;

(d) Take other legal steps to recover the money.

12.8. If FOTIFY PAY exercises any of the above rights, the Client may be required to pay the associated costs incurred by FOTIFY PAY.

12.9. Fees payable by the Client will be deducted from the Client’s account balance, and the Client hereby authorizes FOTIFY PAY to do so. Transaction fees will be charged when the Transaction is executed. If the Client’s account balance is insufficient to cover the fees, FOTIFY PAY may refuse to execute the Transaction.

12.10. In the case that the Client does not have sufficient funds in the relevant Client account to cover the fees and does not immediately upload sufficient funds, FOTIFY PAY reserves the right to deduct the required amount from any other Client account that the Client holds with FOTIFY PAY. This right does not extend to any account that the Client holds with any other institution.

13 Complaints

13.1. Any complaints from the Client regarding FOTIFY PAY’s Services must be submitted to FOTIFY PAY in writing via email at: [email protected]. The Client should clearly indicate the date the problem arose, the Transaction number(s) (if the complaint is about a specific Transaction), and all necessary details regarding the nature of the complaint.

13.2. Complaints will be investigated as promptly as possible. FOTIFY PAY recognizes that some complaints may be complex and require detailed investigation. Therefore, the complexity of the issue and the resources available for the investigation may result in additional time being needed to finalize the complaint. FOTIFY PAY will review the complaint and contact the Client within fifteen (15) Business days. If FOTIFY PAY requires more time to review the Client’s complaint, it will notify the Client accordingly.

13.3. If the Client is dissatisfied with FOTIFY PAY’s response, the Client may request a further internal review by replying to [email protected] and explaining the unresolved issues. The Client may also pursue the dispute resolution process under Section 18 or contact a public authority or dispute resolution body that has jurisdiction over the particular matter. These Terms do not restrict any mandatory right to complain or seek a legal remedy.

13.4. MSB registration with FINTRAC does not itself make FOTIFY PAY subject to the Financial Consumer Agency of Canada’s complaint-handling framework. FOTIFY PAY does not represent that complaints against it are eligible for the UK Financial Ombudsman Service or an EU/EEA financial regulator or dispute resolution scheme. Any external body’s jurisdiction and the Client’s eligibility are determined by applicable law and that body’s rules, not by these Terms. No particular external escalation route is guaranteed.

14 Confidentiality and Data Protection

14.1. The Parties shall keep all confidential information strictly confidential.

14.2. If the Client is uncertain about the confidentiality of certain information, they must treat such information as confidential until they receive written confirmation from FOTIFY PAY that the information is not confidential.

14.3. The obligation of confidentiality shall not apply to information that:

• is or becomes public and freely available; or
• is disclosed to a third party with the prior consent of the Client; or
• was lawfully in the possession of the Client or FOTIFY PAY, as the receiving party, prior to disclosure; or
• is disclosed in compliance with a lawful order of a court, governmental, or regulatory authority.

14.4. The Client confirms and agrees that FOTIFY PAY may disclose confidential information to third-party Service Providers supplying the Services and/or those involved in the provision of FOTIFY PAY’s Services, including providers of identity verification, anti-money laundering screening, payment processing, and virtual currency infrastructure services. Any such disclosure is limited to what is necessary for the relevant purpose and remains subject to this Section and to the Privacy Policy.

14.5. To provide its Services, FOTIFY PAY must collect and retain personal data about the Client and certain persons connected to the Client. By accepting these Terms, the Client consents to FOTIFY PAY accessing, processing, and retaining personal data to the extent necessary for the purposes described in the Privacy Policy and for compliance with FOTIFY PAY’s legal obligations. The Client may withdraw that consent in accordance with the Privacy Policy and applicable law, subject to FOTIFY PAY’s record-retention obligations under clause 11.4 and applicable law; FOTIFY PAY may be unable to continue providing the Services if consent is withdrawn.

14.6. The processing of the Client’s data is governed by the Privacy Policy, which can be found on the Website. Please review FOTIFY PAY’s Privacy Policy for more information on how FOTIFY PAY uses and protects the Client’s personal data and privacy rights. The Client should print and keep a copy of the Privacy Policy together with these Terms.

14.7. The Client may elect to receive email newsletters that inform them about new product features, events, promotions, special deals, etc., by opting in via Customer Service or the Client’s account settings. FOTIFY PAY will not send promotional or marketing communications to a Client who has not opted in, and will not send such communications to any Client established or situated in the United Kingdom or the EU/EEA. The Client may opt out at any time by contacting Customer Service. Any email newsletter the Client receives will also provide the option to unsubscribe from future newsletters.

14.8. All relevant Client data is updated and stored electronically in accordance with legal requirements.

14.9. FOTIFY PAY processes personal data in accordance with applicable Canadian privacy laws, including PIPEDA where applicable. The General Data Protection Regulation (EU) 2016/679 (“EU GDPR”), the UK GDPR, and the UK Data Protection Act 2018 apply only to the extent that the relevant processing falls within their respective legal scope. Compliance with applicable data protection law does not represent financial services authorization in the United Kingdom or the EU/EEA. Clients may exercise rights of access, correction, deletion, restriction, objection, and data portability to the extent provided by the law applicable to the relevant processing, as explained in the Privacy Policy.

14.10. Cross-Border Data Transfers. FOTIFY PAY may transfer personal data to other jurisdictions for the purposes described in the Privacy Policy. Such transfers are subject to safeguards required by applicable data protection law. Where EU GDPR or UK GDPR transfer restrictions apply, FOTIFY PAY will use a lawful transfer mechanism, including applicable standard contractual clauses or other legally recognized safeguards where required.

15 Liability of the Parties

15.1. Each Party is liable to the other Party for documented fines, penalties, and other direct losses that the other Party incurs as a result of that Party’s breach of these Terms, and undertakes to reimburse the direct damages so incurred. FOTIFY PAY’s liability under this clause is subject to clauses 15.4, 15.11, and 15.12.

15.2. The Client is liable for:

• Ensuring compliance with the Terms and the lawfulness of their actions related to the use of FOTIFY PAY Services;
• The accuracy, completeness, and validity of the information, documents, and data provided to FOTIFY PAY, and for notifying FOTIFY PAY of any changes in Client data required for the execution of the Terms (even if this information is available in public registers);
• Regularly verifying their Client account(s) balance, the correctness of operations, and reporting any deviations;
• Any outcomes resulting from complaints, disputes, claims, reversals, chargebacks, fines, penalties, or other liabilities to FOTIFY PAY or third parties using FOTIFY PAY Services;
• All losses if the Client failed to protect their device, Client account(s), personalized security credentials, or Identity authentication data, did not comply with the rules regulating the issuance and usage of the Client account(s) as stated in these Terms, acted fraudulently, or failed to inform FOTIFY PAY that their personalized security features had become known or could be used by third parties;
• Ensuring that the Client does not use FOTIFY PAY Services for Transactions or purposes that may be deemed illegal.

15.3. Subject to clauses 15.4, 15.11, and 15.12, FOTIFY PAY is liable for:

• Ensuring that the personalized security credentials it issues to the Client for the use of FOTIFY PAY Services are not accessible to any person other than the Client;
• Correctly executing Transaction orders based on the Client’s instructions and consent, and in accordance with legal requirements;
• Direct damages caused by FOTIFY PAY’s explicit and material breach of the Terms, but only for damages that FOTIFY PAY could have reasonably foreseen at the time of the breach.

15.4. FOTIFY PAY remains responsible for direct losses caused by its fraud, gross negligence, or willful misconduct, and for direct losses caused by its ordinary negligence or its violation of applicable law. No exclusion elsewhere in these Terms removes that responsibility. To the extent permitted by law, liability for ordinary negligence or a violation of law is subject to the exclusion of indirect and consequential loss in clause 15.5 and to the monetary cap in clause 15.11, whereas liability for fraud, gross negligence, and willful misconduct is not capped, as provided in clause 15.12. The liabilities and obligations specified in clause 15.12 cannot be excluded or limited by any provision of these Terms.

15.5. Subject to clauses 15.4 and 15.12, FOTIFY PAY shall not be liable for losses the Client incurs as a result of the matters listed below. Except in the case of indirect or consequential loss, this exclusion does not apply to the extent that the loss is caused by FOTIFY PAY’s own negligence or breach of applicable law.

• Errors or inaccuracies in Transaction orders submitted by the Client;
• The quality, legality, or any other aspect of goods or services purchased/sold using the Client account(s);
• Claims between the Client and other parties, except for claims regarding FOTIFY PAY’s obligations;
• Unauthorized actions by third parties using counterfeit documents or illegally obtained data, except where clause 8.5.4 or clause 15.4 applies;
• Charges paid to third parties using FOTIFY PAY Services;
• The suspension of FOTIFY PAY Services;
• Any consequences after FOTIFY PAY terminates the provision of Services, restricts, or suspends the Client account(s) as provided in these Terms or applicable laws;
• Transactions executed by the Client, or by a person authorized by the Client, in violation of these Terms or applicable laws;
• Actions by third parties regarding the Client account(s) when such actions are a result of the Client’s actions or circumstances beyond FOTIFY PAY’s control;
• Compliance with legal obligations, regulations, or court orders;
• Indirect or consequential loss, including loss of revenue, reputation, goodwill, or opportunity, however caused, including where caused by FOTIFY PAY’s ordinary negligence; this exclusion does not limit FOTIFY PAY’s liability for direct damages under clause 15.3 and does not apply to liability under clause 15.12;
• Failures of the internet, networks, technical equipment, communication means, or software required for accessing FOTIFY PAY Services, or any third-party services upon which FOTIFY PAY relies to fulfill obligations beyond FOTIFY PAY’s reasonable control;
• Corruption or loss of data, unless caused by FOTIFY PAY’s negligence, gross negligence, or willful misconduct;
• Events beyond FOTIFY PAY’s reasonable control, but only to the extent that the conditions in Section 20 are satisfied;
• Lost, late, or undelivered SMS messages, notifications, or communications, and any technical, computer, cable, electronic, software, hardware, transmission, connection, or other access issue that hinders the Client’s ability to send or receive them, in each case where the issue is not attributable to FOTIFY PAY.

15.6. FOTIFY PAY is not responsible for assessing or paying taxes, duties, or other charges arising from the Client’s underlying commercial Transactions.

15.7. If the Client is a legal entity, its authorized signatories declare they have full control and authorization to act on behalf of the entity. They acknowledge that FOTIFY PAY will not be used for:

• Transactions (including sales) conducted under a different trade name or business affiliation than that indicated in the application;
• Any Transactions that violate applicable laws or regulations.

15.8. The Client agrees to defend, indemnify, and hold FOTIFY PAY harmless from any claims, demands, expenses, or costs (including legal fees, fines, or penalties) that FOTIFY PAY incurs due to the Client’s or the Client’s agents’ breach of the Terms, breach of applicable laws or regulations, and/or use of the Services. This provision survives the termination of the relationship between the Client and FOTIFY PAY.

15.9. Both Parties are recognized as independent contractors under these Terms. These Terms do not establish a partnership, joint venture, or agency relationship between the Parties. Each Party retains its own authority and is not authorized to enter into agreements on behalf of the other.

15.10. Any delay or failure by FOTIFY PAY to exercise any right or remedy under the Terms shall not be deemed a waiver of such right or remedy. FOTIFY PAY’s failure to enforce any provision of these Terms does not constitute a waiver of that or any other provision.

15.11. Subject to clauses 15.4 and 15.12 and to the maximum extent permitted by law, FOTIFY PAY’s total liability to the Client for any claim arising out of or relating to these Terms shall not exceed the total fees paid by that Client to FOTIFY PAY in the twelve (12) months preceding the event giving rise to the claim. This cap applies to liability for ordinary negligence, unless clause 15.12 or mandatory law requires otherwise.

15.12. No exclusion or limitation in these Terms, including the cap in clause 15.11, applies to liability arising from FOTIFY PAY’s fraud, gross negligence, or willful misconduct, or to any liability that cannot lawfully be excluded or limited. The cap does not reduce FOTIFY PAY’s obligation to return Client funds or make refunds expressly due under these Terms or applicable law; those obligations are distinct from a claim for damages.

15.13. Relief from liability for failure or delay caused by an event beyond a Party’s reasonable control is governed exclusively by Section 20. No separate force majeure regime applies under this Section.

15.14. In the event of any inconsistency between this Section and any summary of, or cross-reference to, liability elsewhere in these Terms, including the Plain Language Summary in Section 21, this Section governs, subject to mandatory law.

16 Changes to the Terms

16.1. FOTIFY PAY’s development and changes in the industry may require FOTIFY PAY to amend these Terms and related documentation from time to time. FOTIFY PAY can do this by giving the Client at least two (2) months’ prior written notice before the change takes effect. FOTIFY PAY may notify Client in any of the following ways:

• Publishing the changes on the Website;
• Sending a notice to the primary email address registered with Client account.

16.2. If the Client disagrees with the amendments to the Terms, the Client has the right to close their account(s) and stop using FOTIFY PAY Services during the notice period. In such a case, FOTIFY PAY will not impose any termination fees. If the Client does not take this action or does not inform FOTIFY PAY otherwise, FOTIFY PAY will assume that the Client has accepted the amendments, which will apply from the effective date specified in the notice.

16.3. FOTIFY PAY may give shorter notice, or no prior notice where prior notice is not reasonably possible, if:

• The changes are required as mandatory by applicable laws;
• The changes are non-essential, such as corrections to style, grammar, paraphrasing, or reorganization for better understanding;
• Reasons beyond FOTIFY PAY’s control necessitate the changes;
• The Client’s obligations are not adversely affected, or the changes do not reduce the Client’s rights or increase their responsibilities;
• FOTIFY PAY reduces fees or introduces more favorable terms;
• FOTIFY PAY launches a new service, which the Client may choose to use or not, or adds extra functionality to an existing Service;
• FOTIFY PAY implements technical adjustments or improvements, such as addressing a security threat.

16.4. The Client undertakes to regularly review the legal sections of FOTIFY PAY’s Website and periodically check the registered email where relevant information may be published.

16.5. FOTIFY PAY is committed to keeping the Client informed about known and potential technical failures of the FOTIFY PAY system, or systems of third parties involved in providing FOTIFY PAY Services, that could impact the stability and availability of its Services.

16.6. The Client does not have the right to unilaterally amend the Terms and Services; however, the Client and FOTIFY PAY may agree on additional conditions through a separate written agreement.

16.7. The new version of the Terms will replace the existing Terms unless otherwise agreed.

17 Communication between FOTIFY PAY and the Client

17.1. FOTIFY PAY will send notices and communicate with the Client in the language used to communicate these Terms, or in a language agreed upon between FOTIFY PAY and the Client for the Client’s convenience.

17.2. FOTIFY PAY typically sends notices or messages by:

• Publishing them on the FOTIFY PAY Website (when such messages are addressed to multiple recipients and not related to personal, unpublished, confidential data, or other sensitive information of any Client);
• Calling the Client;
• Sending via email;
• Sending via SMS;
• Sending to the registered address.

17.3. The Client confirms acceptance of these communication methods and acknowledges that notices and messages sent by any of the methods mentioned above are deemed appropriately given. The Client agrees to provide accurate contact details, including an email address, telephone number, and physical address.

17.4. Any notices or notifications sent by:

• E-mail will be deemed received on the same day if delivered to the inbox before 4 p.m. (UTC) on a Business day. If delivered after 4 p.m. (UTC) or on a non-Business day, they will be deemed received on the next Business day;
• Post will be deemed received on the fifth (5th) Business day from the date of posting for domestic mail (Canada Post), or on the seventh (7th) Business day from the date of posting for international post;
• SMS will be deemed received on the same day.
• A notice published on the Website under clause 17.2 will be deemed given on the date of publication, and a notice given by any other method listed in clause 17.2 will be deemed given when it is made or delivered using the contact details most recently provided by the Client.

17.5. For urgent matters, such as notifications about compromised or unauthorized accounts, unlawful use of Services, or security threats, the Client should contact FOTIFY PAY through the support emails provided.

17.6. Electronic messages from the Client (such as requests, complaints, or claims) are deemed received on the day of submission if sent by 4 p.m. (UTC). Messages sent after 4 p.m. (UTC) will be considered received on the next Business day. Other notices will be deemed received according to the timeframes specified in FOTIFY PAY’s notifications.

17.7. All notices will be sent in the language used to communicate these Terms unless otherwise agreed upon between the parties.

17.8. Since FOTIFY PAY will use the contact details previously provided by the Client, the Client must immediately inform FOTIFY PAY of any changes to their contact details (telephone number, email address, or registered address). The Client will bear all consequences arising from the failure to inform FOTIFY PAY of any such changes.

17.9. FOTIFY PAY reserves the right to record all communications with the Client and may use such recordings in any disputes or anticipated disputes involving the Client or FOTIFY PAY. However, the Client may not rely on the availability of such recordings.

17.10. To avoid any doubt, FOTIFY PAY informs the Client that only communications via official FOTIFY PAY emails (ending in @fotifypay.com), or through official FOTIFY PAY phone numbers to the contact details provided by the Client during onboarding (or later as updated) will have legal consequences for FOTIFY PAY.

17.11. If the Client, in breach of clause 17.10, chooses any other form of communication, they do so at their own risk. The Client understands that any arrangements based on unauthorized communication methods will not be legally binding on FOTIFY PAY.

17.12. Where legislation requires FOTIFY PAY to provide information to the Client on a durable medium, FOTIFY PAY will either send an email (with or without attachments) or make the information available to the Client in a form that can be stored and reproduced unchanged. This will allow the Client to retain the information in print or another permanent format for future reference. The Client is responsible for keeping copies of all communications sent or made available by FOTIFY PAY.

18 Governing Law and Dispute Resolution

18.1. These Terms and any relationship between the Parties arising from or in connection with these Terms shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. This choice of law does not deprive a Client of protections that cannot be excluded under otherwise applicable mandatory law.

18.2. FOTIFY PAY is committed to resolving disputes with the Client fairly and equitably, striving for a mutually beneficial outcome acceptable to both Parties. FOTIFY PAY aims to ensure Client satisfaction with their overall experience. Therefore, FOTIFY PAY strongly encourages the Client to contact them in the event of a dispute.

18.3. The Parties are expected to actively engage in resolving any disputes or disagreements arising from these Terms. The Client’s input and participation in such negotiations are highly valued. If a conflict persists for more than thirty (30) Business days or cannot be resolved through negotiation, all claims and disputes shall be exclusively settled by the courts of the Province of British Columbia, and the Parties submit to the exclusive jurisdiction of those courts. This clause is subject to any mandatory jurisdictional rules and does not prevent a Client from contacting an authority or dispute resolution body that has jurisdiction under applicable law.

18.4. A document, notice, payment order, or other data authenticated by the Client using the agreed identity authentication measures may be relied on as an electronic record or signature to the extent permitted by applicable Canadian law. Its legal effect and admissibility remain subject to mandatory legal requirements. The electronic acceptance provision below is subject to this clause.

19 Miscellaneous

19.1. Each Party confirms that it has obtained all necessary consents, approvals, permits, and licenses required by applicable laws to perform the actions necessary for fulfilling these Terms.

19.2. The Client may not assign its rights and obligations arising from these Terms to third parties without the written consent of FOTIFY PAY. FOTIFY PAY may transfer any rights and obligations arising from these Terms to third parties without the Client’s consent, provided such a transfer does not contradict applicable laws and does not negatively affect the Client’s rights.

19.3. Each Party shall comply with (and must not engage in any activity that would violate) anti-bribery and anti-corruption laws, and each Party agrees to maintain adequate procedures to ensure compliance with such obligations.

19.4. If any provision of these Terms is deemed invalid, unlawful, or unenforceable, that provision shall apply with the minimum modification necessary to make it valid and enforceable or, if that is not possible, shall be severed, and the remaining Terms will continue in full force and effect.

19.5. References in these Terms to funds, money, or a balance in the Client account include supported virtual currency held in the Client account, unless the context requires otherwise. This does not apply to the safeguarding arrangements described in clause 3.8, which concern fiat funds held with an authorized financial institution, and does not extend a provision that by its terms applies only to fiat currency, to a payment route, or to a payment transaction.

20 Force Majeure

20.1. A force majeure event is an act or event beyond the affected Party’s reasonable control that prevents or delays performance despite reasonable precautions. Examples include third-party strikes or industrial action, civil unrest, war, terrorism, fire, explosion, severe storms, floods, earthquakes, epidemics, pandemics, and failures of public or private telecommunications networks. An event qualifies only to the extent that its effects on performance could not reasonably have been avoided or overcome. Lack of funds alone is not a force majeure event.

20.2. Subject to clause 15.12 and mandatory law, the affected Party is excused from liability for failure or delay only to the extent and for the period that it proves the force majeure event prevented or delayed performance. Only the affected obligations are suspended; unaffected obligations continue.

20.3. The affected Party must notify the other Party in writing, including by email through the official contact channels, as soon as reasonably practicable and no later than ten (10) Business days after becoming aware of the event. The notice must describe the event, the affected obligations, the expected duration where known, and the steps being taken to reduce its effects. If the event itself prevents timely notice, notice must be given as soon as reasonably practicable after communication becomes possible. The affected Party remains responsible for any additional loss caused by an unjustified failure to notify.

20.4. The affected Party must take reasonable steps to reduce the effects of the event, keep the other Party informed of material developments, and resume performance as soon as reasonably practicable.

20.5. If the event prevents or materially delays performance for more than thirty (30) consecutive Business days, either Party may terminate the relationship by written notice to the other Party. Termination takes effect on receipt of that notice and does not require the other Party’s consent or the ordinary notice periods in Section 11. Accrued rights and obligations remain in force, and account closure and the return of remaining funds are handled under Section 11, subject to applicable law.

20.6. Force majeure does not extinguish payment obligations already due or FOTIFY PAY’s obligation to safeguard and return Client funds as required by these Terms and applicable law. Any delay in returning funds must be limited to the period in which performance is actually prevented and must not exceed what mandatory law permits.

21 Plain Language Summary

This summary is provided to help you better understand the key points of our Terms and Conditions. It does not replace the full legal Terms and Conditions, which remain binding. In short:

• You must be at least 18 years old to open an account.
• You are responsible for providing accurate information and keeping it up to date.
• We comply with Canadian anti-money laundering (AML) and counter-terrorist financing (CTF) laws, including those enforced by FINTRAC. This means we may verify your identity and report suspicious activity to Canadian regulators. FOTIFY PAY is not authorized or regulated by the UK Financial Conduct Authority and is not authorized as a crypto-asset service provider under EU/EEA law.
• We do not pay interest on funds, and neither funds nor virtual currency held in your account is insured under CDIC (Canada) or FSCS (UK).
• If you buy, hold, or transfer virtual currency with us, its value can fall as well as rise, a transfer on a blockchain network cannot be reversed once it has been sent, and you are responsible for the wallet address and the network you give us. Section 9 sets this out in full.
• You can close your account at any time, but you must settle any outstanding fees.
• If you disagree with future changes to these Terms, you can close your account without penalty.
• Our liability, including for ordinary negligence, is generally capped at the fees you paid during the preceding twelve months. The exceptions in clause 15.12 apply, including fraud, gross negligence, willful misconduct, liability that cannot lawfully be limited, and obligations to return funds or make refunds due.

22 Electronic Signatures and Consent

22.1. By checking a box, clicking to accept, or otherwise electronically accepting these Terms on the Website, the Client agrees that this action constitutes the Client’s electronic signature to the extent permitted by applicable Canadian law and subject to clause 18.4. Electronic acceptance of these Terms does not by itself conclude the agreement between the Parties; the agreement is concluded as set out in clause 2.2. This clause does not represent UK or EU/EEA financial services authorization, does not extend the availability of Services, and does not displace any applicable mandatory legal requirement.

23 Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) Obligations

23.1. As a Money Services Business registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), FOTIFY PAY is required to comply with applicable Canadian AML/CTF requirements. FOTIFY PAY may monitor Transactions, request additional information, and report suspicious activity to the relevant Canadian authorities without the Client’s consent where required or permitted by law. FINTRAC registration is not a licence or an endorsement. FOTIFY PAY is not authorized or regulated by the UK Financial Conduct Authority and is not authorized as a crypto-asset service provider under MiCA. Services requested by persons in the United Kingdom or the EU/EEA are subject to clause 2.9 and may be provided only where legally permitted. Nothing in these Terms excludes other mandatory legal requirements that apply.

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