GENERAL TERMS OF USE 

Last Update: 05.12.2025

Version 2.0

1523766 B.C. LTD., a company duly incorporated under the laws of the Province of British Columbia, Canada, with company registration number BC1523766, having its registered office at 5577 153A Street, Suite 207, Surrey, British Columbia, V3S 5K7, Canada (hereinafter referred to as the “Company”, “we”, or “us”).

The Company does not act as a financial institution, exchange, broker, custodian or payment service provider and does not hold, control or manage funds, assets or value on behalf of any party.

These General Terms of Use (the “Terms”) constitute a legally binding agreement between the Company and any individual or legal entity that interacts with the Company’s services in a business or professional capacity (hereinafter referred to as “you” or the “Counterparty”).

The Terms govern the general conditions under which the Company provides its administrative and coordination support services.

1. DEFINITIONS

• In these Terms, unless the context otherwise requires, the following terms shall have the meanings set out below:
• “Company” means 1523766 B.C. LTD., a company incorporated under the laws of the Province of British Columbia, Canada.
• “Counterparty” means any individual or legal entity that interacts with the Company’s services in a business or professional capacity.
• “Services” means administrative, technical and coordination support services related to the processing, facilitation and record-keeping of payment and value transfer instructions between independent third-party counterparties.
• “Instruction” means any request or communication submitted by a Counterparty to the Company in connection with the Services.
• “Applicable Law” means any law, regulation or legally binding requirement applicable to the Company or a Counterparty in the relevant jurisdiction.
• “Website” means any website operated by or on behalf of the Company for informational or administrative purposes.

2. ELIGIBILITY 

The Services are available only to legal entities or individuals acting in a business or professional capacity.

By engaging with the Services, you represent and confirm that:

• you have full legal capacity and authority to enter into these Terms and to use the Services;
• where you act on behalf of a legal entity, you are duly authorised to bind such entity;
• your interaction with the Services is lawful in the jurisdiction applicable to you;
• you are not subject to any sanctions, restrictions or prohibitions under Applicable Law.

The Company reserves the right, at its sole discretion, to limit, refuse or discontinue the provision of the Services to any Counterparty where required by Applicable Law or where the Company reasonably determines that continued engagement may expose it to legal, regulatory or operational risk.

3. SERVICES

The Company provides administrative, technical and coordination support services related to the processing, facilitation and record-keeping of payment and value transfer instructions between independent third-party counterparties.

The Services are limited to operational and administrative support and may include, without limitation:

- receiving, processing and relaying instructions submitted by Counterparties;

- maintaining internal records related to the provision of the Services;

- providing technical and administrative support in connection with the coordination of interactions between Counterparties and independent third-party service providers.

The Company does not execute, settle, clear, guarantee or control any payment, transfer or value movement, and does not act as a party to any underlying transaction between Counterparties.

Any execution, settlement or processing of payments or value transfers is performed exclusively by independent third-party service providers and counterparties, in accordance with their own terms and conditions.

The Company may rely on third-party infrastructure, software or service providers in connection with the provision of the Services and does not assume responsibility for the availability, performance or outcomes of such third-party services.

4. IDENTITY VERIFICATION 

The Company applies internal compliance measures based on a risk-based approach and in accordance with Applicable Law.

In connection with the provision of the Services, the Company may request certain information or documentation from a Counterparty where reasonably necessary to comply with Applicable Law or to manage legal, regulatory or operational risks.

The Company reserves the right, at its sole discretion, to conduct reasonable checks or request additional information from a Counterparty, directly or through third-party service providers, and to limit, suspend or refuse the provision of the Services pending completion of such checks.

Failure to provide requested information or documentation may result in the limitation, suspension or discontinuation of the Services.

5. FEES AND PAYMENTS 

Fees for the Services, if applicable, shall be agreed separately between the Company and the relevant Counterparty and may be set out in a separate agreement, order, invoice or commercial arrangement.

Unless expressly agreed otherwise in writing, all fees are payable by the Counterparty in accordance with the terms specified in the relevant invoice or agreement.

The Company does not hold, safeguard or manage funds on behalf of Counterparties and does not maintain client accounts or balances for the purpose of fee collection.

Each Counterparty is solely responsible for determining and complying with any tax obligations arising in connection with the Services.

6. ACCESS, SUSPENSION AND TERMINATION

The Company may, at its sole discretion, limit, suspend or discontinue the provision of the Services, in whole or in part, with immediate effect, where:

• required to do so under Applicable Law;
• requested or directed by a competent authority;
• the Counterparty fails to comply with these Terms;
• the Company reasonably determines that continued provision of the Services may expose it to legal, regulatory, operational or reputational risk.
  
  The Company is not obliged to provide reasons for its decision to limit, suspend or discontinue the Services, to the extent permitted by Applicable Law.

Termination or suspension of the Services shall not affect any rights or obligations accrued prior to such termination or suspension.

The Company does not hold, freeze, block or release funds or assets in connection with the termination or suspension of the Services, as all payments and value transfers are executed exclusively by independent third-party counterparties and service providers.

7. LIABILITY AND DISCLAIMERS

The Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by Applicable Law, the Company makes no representations or warranties of any kind, whether express or implied, in relation to the Services, including their availability, continuity, accuracy or suitability for any particular purpose.

The Company is not responsible for, and shall not be liable for, any actions, omissions, performance failures or outcomes of any independent third-party counterparties or service providers involved in the execution, settlement or processing of any payment or value transfer instructions.

The Company shall not be liable for any indirect, incidental, consequential, special or punitive losses, including loss of profits, business or opportunities, arising out of or in connection with the Services.

To the extent permitted by Applicable Law, the total aggregate liability of the Company in connection with the Services shall not exceed the amount of fees paid by the relevant Counterparty to the Company for the Services during the three (3) months preceding the event giving rise to the claim.

7.1 Indemnity

The Counterparty agrees to indemnify and hold harmless the Company from and against any claims, losses, liabilities, damages, costs or expenses arising out of or in connection with:

• the Counterparty’s use of the Services;
• any breach of these Terms by the Counterparty;
• any violation of Applicable Law by the Counterparty;
• any dispute between the Counterparty and any third party.

8. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles.

Any dispute, claim or controversy arising out of or in connection with these Terms, the Services or the relationship between the Company and a Counterparty shall be subject to the exclusive jurisdiction of the competent courts of the Province of British Columbia, Canada.

Nothing in this clause shall prevent the Company from seeking injunctive or other equitable relief in any jurisdiction where such relief is necessary to protect its legitimate interests.

9. GENERAL PROVISIONS

Entire Agreement.
These Terms constitute the entire agreement between the Company and the Counterparty in relation to the Services and supersede any prior discussions, representations or agreements, whether written or oral.

Amendments.
The Company may amend these Terms from time to time. Updated versions will become effective upon publication, unless otherwise stated.

Assignment.
The Counterparty may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms without restriction.

Severability.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

No Partnership or Agency.
Nothing in these Terms shall be deemed to create any partnership, joint venture, agency or fiduciary relationship between the Company and the Counterparty.

Force Majeure.
The Company shall not be liable for any failure or delay in the performance of the Services caused by events beyond its reasonable control.

Language.
These Terms are drafted in the English language. Any translations are provided for convenience only, and the English version shall prevail.