Terms and Conditions

1. About these Terms

B2B SCOPE. Difinex Solutions Ltd. (Difinex, we, us or our) provides merchant services only to approved legal entities. A merchant’s customer, including an individual, may interact with a Difinex payment flow only in connection with that merchant. This does not make the customer a Difinex merchant client or give the customer access to Difinex’s B2B account services.

These Terms and Conditions (the Terms) govern access to and use of the website, platform, application programming interfaces, payment channels and related services provided by Difinex. They apply to each legal entity that applies for, integrates with or uses the Services as a merchant, payment agent or other approved business customer (a Merchant).

By submitting an application, entering into a service order, integrating with the Platform, submitting a Payment Instruction or otherwise using the Services, the Merchant confirms that it has read and accepts these Terms and that the person acting for it is authorised to bind it.

A Merchant may also sign a payment services agreement, order form, pricing schedule, data processing agreement or other written document with Difinex. Those documents form part of the commercial relationship. If there is a conflict, the document signed specifically by the Merchant takes priority over these website Terms for that conflict.

2. Key definitions

End User. a customer, payer, sender or recipient of a Merchant who uses a Difinex-enabled payment flow. An End User may be an individual or a legal entity.

Funds. fiat currency or supported cryptocurrency/digital assets used in connection with a transaction.

Ledger Balance. Difinex’s internal record of Funds available for the Merchant. It is not a bank account and does not earn interest.

Payment Instruction. an instruction from an authorised Merchant representative to receive, convert, transfer, refund or withdraw Funds.

Platform. Difinex’s website, dashboards, APIs, blockchain addresses, software and related technical infrastructure.

Services. the approved payment processing, conversion, transfer, reporting and related services described in these Terms and the Merchant’s service documents.

3. What Difinex provides

Depending on the Merchant’s approval and agreed service setup, Difinex may provide some or all of the following:

• process transactions for and on behalf of the Merchant, including receiving, transferring, converting and settling supported cryptocurrency and fiat currency using Funds belonging to the Merchant or Funds received from, or payable to, End Users, in each case in accordance with the Merchant’s instructions and for the Merchant’s benefit;
• provide infrastructure for the secure safeguarding, administration and accounting of the Merchant’s Funds, including maintaining accurate and accessible records of transactions and balances in a format convenient for the Merchant, and settling available Funds to approved accounts or destinations in accordance with the Merchant’s instructions;
• provide access to transaction, wallet and balance information, including transaction histories, statuses, related records and information relevant to AML/CFT compliance; prepare and organise standard or customised reports, including transaction reports supporting AML/CFT monitoring, investigations, audits and regulatory reporting obligations; provide technical and operational support; and make available dashboards, APIs and other reporting and account-management tools;

Any receipt or control of cryptocurrency by Difinex is temporary and solely for executing an approved payment or conversion. Difinex does not provide End Users or Merchants with a standalone custody, savings, deposit or investment service under these Terms.

Supported currencies, blockchains, transaction limits, processing routes and service availability may change. Difinex may apply limits or additional conditions based on risk, regulation, market conditions, network capacity or a third-party provider’s requirements.

4. Business eligibility and onboarding

Difinex enters into Merchant relationships only with legal entities that pass its onboarding and ongoing compliance checks. Applying does not guarantee approval. Difinex may accept or decline an application, limit the Services offered or require additional conditions based on its risk assessment.

The Merchant must provide complete, accurate and current information requested by Difinex, including information about:

• its incorporation, registered address, ownership, directors, authorised representatives and ultimate beneficial owners;
• its licences, regulatory status, websites, products, business model, customer base and countries of operation;
• source of funds, source of wealth, expected transaction activity and purpose of payments; and
• its End Users and individual transactions, where needed for KYC, AML/CFT, sanctions, fraud prevention or other legal and risk checks.

The Merchant must promptly notify Difinex of any material change to this information and provide updated documents when requested. Difinex may conduct ongoing review and rescreening throughout the relationship.

5. Merchant responsibilities

The Merchant is responsible for its business, its End Users and every instruction it submits. In particular, the Merchant must:

• Lawful use. Use the Services only for lawful, disclosed and approved business purposes, and hold all licences, registrations, permissions and consents required for its activities.
• Accurate instructions. Ensure that payment references, amounts, currencies, wallet addresses, account details and other transaction data are complete and correct.
• End User consent. Give End Users clear information about the payment process and obtain all consents needed to process Funds and personal data and to share relevant information with Difinex and its network partners.
• Compliance cooperation. Provide requested KYC, KYB, source-of-funds and transaction information promptly and in the format reasonably requested by Difinex.
• Sufficient Funds. Maintain enough available Ledger Balance to cover Payment Instructions, fees and network or third-party charges.
• Approved destinations. Request settlement only to an approved account in the Merchant’s name. Payments for third-party invoices or to unrelated third-party accounts are not permitted unless Difinex expressly approves them in writing.
• End User disputes. Handle complaints, refunds and commercial disputes arising from the Merchant’s goods, services or relationship with an End User. Difinex is not the seller or provider of the Merchant’s underlying goods or services.
• Security. Protect credentials, API keys and authorised communication channels, restrict access to authorised personnel and notify Difinex immediately of suspected compromise or unauthorised activity.
• Incident reporting. Promptly report suspected fraud, financial crime, sanctions exposure, illegal activity or closure of an End User account where it may relate to the Services.

6. End Users

An End User may interact with Difinex only as part of a transaction offered by an approved Merchant. Difinex does not open Merchant accounts for individuals and does not become the seller, broker, exchange counterparty or provider of the Merchant’s underlying product or service merely by processing the transaction.

Difinex may show an End User the applicable amount, fees and conversion rate, request identification or transaction information, confirm payment status and contact the End User directly where reasonably necessary for compliance or transaction support. The End User must provide accurate information and use only a wallet, account or payment method that the End User is legally entitled to use.

Questions about the Merchant’s goods, services, trading account, entitlement to a refund or other commercial matters must be addressed to the Merchant.

7. Restricted jurisdictions, persons and activities

Sanctions and country restrictions

Difinex does not provide Services to Merchants established, registered or based in, and does not process transactions for End Users located in, resident in or ordinarily resident in, any of the following prohibited or restricted jurisdictions:

• the United States and Canada, including their respective territories;
• jurisdictions identified by the Financial Action Task Force (FATF) as High-Risk Jurisdictions subject to a Call for Action or as jurisdictions under Increased Monitoring;
• jurisdictions subject to sanctions or restrictive measures adopted by the United Nations (UN), including the UN Security Council;
• jurisdictions subject to sanctions or restrictive measures imposed by the European Union (EU);
• jurisdictions subject to sanctions or restrictive measures imposed by the United Kingdom, including measures administered or enforced under the UK Sanctions List

The above restrictions apply as amended from time to time. Difinex may also restrict any additional jurisdiction where this is required by applicable law, a network partner or Difinex’s internal compliance and risk policies.

Difinex will not provide Services where a Merchant, End User, beneficial owner, controller, authorised representative, wallet, financial institution, transaction origin, destination or other relevant party is located in or connected with a prohibited jurisdiction, is a designated or blocked person, is owned or controlled by such a person under the relevant rules, or where the transaction would directly or indirectly evade or breach a restriction. Difinex may also restrict a country, region, person, industry, wallet or transaction under its internal risk policies even if the law does not require a complete prohibition.

Merchant’s matching obligation

Every Merchant must apply the same geographic, sanctions and customer restrictions throughout the markets in which it operates. The Merchant must not market or offer a Difinex-enabled payment method in a restricted location or submit a transaction involving a restricted End User or other prohibited party.

The Merchant must maintain proportionate controls, including where appropriate:

• KYC/KYB and beneficial ownership checks before enabling the Services;
• country-of-residence, incorporation, address, IP/geolocation and payment-method controls;
• screening against current UN, EU and UK sanctions lists and other applicable lists;
• ongoing rescreening and controls designed to identify attempts to conceal location, ownership, destination or the true purpose of a transaction; and
• contractual restrictions for End Users, affiliates, agents and partners that prevent use of the Services in prohibited countries or for prohibited persons or activities.

The Merchant remains responsible for these controls even if Difinex performs its own screening. The Merchant must immediately stop the relevant activity, preserve records and notify Difinex if it becomes aware of a potential breach. The Merchant is responsible for losses, claims, fines and reasonable costs caused by its failure to comply with this section.

Prohibited activities

The Services must not be used for unlawful, deceptive or unapproved activity. This includes, without limitation:

• money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, theft, market abuse or any other criminal activity;
• illegal goods or services, controlled substances, weapons or military goods, counterfeit goods, intellectual property infringement, malware or stolen data;
• prize schemes, deceptive marketing, pyramid or unlawful multi-level marketing schemes, or other high-risk sectors not expressly approved by Difinex;
• donations, payments for unapproved non-profit organisations or political purposes; or
• high-value goods or other products where ownership, provenance or chain of custody cannot be reasonably verified.

Difinex may maintain a more detailed prohibited business policy and may update its risk restrictions as laws, official lists and threat patterns change. The current restriction applies at the time a transaction is reviewed, even if a jurisdiction or person was not restricted when the Merchant was first approved.

8. Payment Instructions and transaction processing

Difinex processes Payment Instructions received through an approved channel and reasonably believed to come from an authorised representative. The Merchant is bound by those instructions and is responsible for reviewing them before submission.

A transaction is subject to available Ledger Balance, applicable limits, confirmation of supporting Funds, compliance checks and availability of the relevant blockchain, payment processor or liquidity provider. Difinex may reject, delay, cancel or suspend a transaction if information is incomplete or inconsistent, Funds are insufficient, a compliance concern exists, a prohibited party or activity may be involved, or processing is not reasonably available.

Difinex may attempt to cancel or recover a Payment Instruction if the Merchant asks before execution. Once a blockchain transaction has been broadcast, a conversion completed or Funds received by the intended recipient, cancellation or reversal may be impossible. Difinex does not guarantee recovery of Funds sent using incorrect details, but may provide reasonable assistance at the Merchant’s cost.

Blockchain confirmation times, market liquidity, network congestion and third-party controls may affect timing. A displayed estimate is not a guaranteed completion time.

9. Rates, fees, balances and taxes

The exchange rate, fees and transaction amount will be shown or communicated through the agreed channel before execution where reasonably practicable. Quotes may expire and may change with market conditions. A confirmed transaction uses the rate accepted for that transaction.

Fees may include fixed service fees, processing fees, conversion spreads or charges, blockchain network fees and third-party provider charges. The applicable commercial terms are set out in the Merchant’s pricing schedule or other service document. Difinex may deduct fees and amounts due from the Ledger Balance. Fees are non-refundable unless Difinex agrees otherwise in writing or applicable law requires a refund.

No interest is payable on a Ledger Balance. Each party is responsible for its own taxes and for any withholding, reporting or similar obligations that apply to it. The Merchant must not deduct or withhold an amount unless required by law and must provide supporting evidence when requested.

10. Compliance reviews, holds and information requests

Difinex may request additional information from the Merchant or an End User before or after a transaction, including identification, beneficial ownership, source of funds, purpose of payment, wallet ownership and supporting commercial documents. The Merchant authorises Difinex to contact an End User directly where reasonably necessary and must ensure its own notices permit this.

Where Difinex reasonably suspects fraud, financial crime, sanctions exposure, a legal breach or misuse of the Services, it may reject or delay an instruction, suspend access, freeze or segregate relevant Funds, refuse a settlement, require enhanced checks or report information to a competent authority. Difinex may do so without liability for resulting delay or loss to the extent permitted by law. Where legally permitted, Difinex will provide a general explanation and request any information needed to resolve the review.

11. Data protection and confidentiality

The Merchant and Difinex must comply with applicable privacy and data protection laws. The Merchant must provide appropriate privacy notices and obtain a lawful basis for collecting and sharing personal data with Difinex and its network partners for payment processing, compliance, security, fraud prevention, reporting and support.

Difinex handles personal data as described in the Privacy Policy published on its website and any applicable data processing terms. Difinex may share necessary information with payment processors, liquidity providers, blockchain analytics providers, identity verification providers, professional advisers and authorities, subject to applicable law and appropriate safeguards.

Each party must protect the other’s non-public business, technical and commercial information with reasonable care and use it only for the relationship. Information may be disclosed to personnel, advisers, affiliates and providers who need it and are bound by confidentiality duties, or where disclosure is required by law.

12. Platform use and intellectual property

Difinex owns or licenses the Platform, APIs, documentation, software, branding and related intellectual property. Subject to approval, Difinex grants the Merchant a limited, revocable, non-exclusive and non-transferable right to use them only to receive the Services during the relationship.

The Merchant must not copy, sell, sublicense, reverse engineer, interfere with, bypass security for, misuse or create unauthorised derivative works from the Platform. The Merchant must not use Difinex’s name or branding publicly without prior written approval, except for an approved payment-method presentation supplied by Difinex.

13. Third-party services and service availability

Difinex relies on third parties, including blockchain networks, payment processors, liquidity venues and technology providers. Their rules, outages, cut-offs, delays, reversals, fees and compliance requirements may affect the Services. Difinex may change a provider or processing route without prior notice where reasonably necessary.

Difinex will use reasonable skill and care in providing the Services but does not guarantee uninterrupted or error-free access, continuous availability of a particular currency or network, or execution at a rate after a quote has expired. Maintenance, security events, legal requirements and circumstances outside reasonable control may cause temporary interruption.

14. Liability

To the fullest extent permitted by law, Difinex is not liable for indirect, incidental, special, punitive or consequential loss, or for lost profits, revenue, opportunity, goodwill, data or anticipated savings, arising from the Services.

Difinex is not responsible for loss caused by inaccurate or incomplete instructions; an End User or Merchant dispute; market price movement; blockchain reorganisation, congestion or protocol failure; action or omission of a network partner or authority; compliance with law; or an event outside Difinex’s reasonable control.

Nothing in these Terms excludes liability that cannot lawfully be excluded or limited, including liability for fraud or deliberate misconduct where applicable.

15. Indemnity

The Merchant will defend, indemnify and hold harmless Difinex, its affiliates and their officers, directors, employees and agents from claims, losses, fines, penalties and reasonable costs arising from the Merchant’s or an End User’s unlawful or unauthorised use of the Services; breach of these Terms; inaccurate instruction or information; violation of sanctions, AML/CFT, tax, privacy or other law; or dispute relating to the Merchant’s goods, services or payment entitlement.

This indemnity does not apply to the extent a loss is caused by Difinex’s fraud or deliberate misconduct.

16. Suspension and termination

Either party may end the Merchant relationship by giving the notice stated in the applicable service agreement or, if none is stated, 30 days’ written notice. Difinex may suspend or terminate access immediately where reasonably necessary for law, sanctions, regulatory direction, security, suspected financial crime, non-payment, material breach, insolvency, unacceptable risk or protection of Difinex or a third party.

On termination, the Merchant must stop using the Platform and pay all amounts due. Subject to compliance checks, legal holds, pending transactions and any right of set-off, Difinex will return the remaining Ledger Balance, net of fees and other amounts due to an approved account in the Merchant’s name.

17. Changes to these Terms

Difinex may update these Terms to reflect changes in law, sanctions, regulatory expectations, the Services, technology or risk. The updated version will be published on the website with a new effective date. Where a change materially affects an existing Merchant, Difinex will provide reasonable notice through the agreed communication channel unless an immediate change is required by law, security or compliance risk. Continued use after the change takes effect constitutes acceptance.

18. Notices, governing law and disputes

Operational communications may be sent through the Platform, API, dashboard, email or another agreed channel. Formal notices to Difinex must be in English and sent to [email protected] and to the registered address below. A Merchant must keep its own notice details current.

These Terms and the relationship are governed by the laws of the Province of British Columbia and the applicable federal laws of Canada. Before starting court proceedings, the parties should first try in good faith to resolve the dispute through written notice and direct negotiation. If the dispute is not resolved, either party may request mediation before pursuing other available remedies, subject to any procedure in a signed Merchant agreement.

Difinex Solutions Ltd. | Company No. BC1358060 | 205-810 Quayside Drive, New Westminster, British Columbia, V3M 6B9, Canada | [email protected]

19. General

The Merchant may not assign or transfer its rights or obligations without Difinex’s prior written consent. Difinex may assign the relationship to an affiliate or as part of a reorganisation, financing or transfer of its business, subject to applicable law.

If any provision is invalid or unenforceable, it will be adjusted or removed only to the extent necessary and the remaining provisions continue in effect. A delay in exercising a right is not a waiver. These Terms do not create a partnership, joint venture, employment or agency relationship, and neither party may bind the other except as expressly agreed.

The English version controls if these Terms are translated. These Terms, together with the Merchant’s signed service documents and incorporated policies, form the agreement concerning the Services and replace earlier discussions on the same subject.