(Lastupdated: October 2025)
These Terms of Service (the “Terms”) are made between the entity incorporated under the laws of Canada under the name Perpolis Ltd, the Virtual Currency Payment Service Provider with its corporate registration number 14795636,(hereinafter: (“Perpolis”, “we”, “our”, or “us”) and you (hereinafter:“Merchant”, “you” or “your”).
TheseTerms apply to your use of the invoicing solution services provided through Perpolis’ website, the Website, API or through any other means to you (the“Services”), Perpolis' services, encompassing all associated products, services, technologies, and functionalities.
Your use of these Services constitutes your agreement to be bound by these Terms, confirming that you have read, understood and accepted all provisions.
Glossary of Terms
Account – TheMerchant’s digital profile within the Perpolis platform, designed to facilitate access to Perpolis’ services.
Bank Transfer Fee – The fee applied when transferring Fiat currency to a Merchant’s or Beneficiary’s bank account. More details are available on the Website.
Business Days – Means any day other than a Saturday, Sunday, or statutory holiday observed in BritishColumbia, Canada, on which banks are generally open for business.
Currency – Means theFiat Currency or Virtual Currency in which you wish to receive the final payment, after the Virtual Currency(ies) are converted as part of the Services.
End Customers– Refers to the final recipient or business entity that accepts payments for goods or services in a transaction.
Fiat Currencies – Government-issued currency that Perpolis accepts as legal tender.
Intellectual Property Rights– Includes without limitation trademarks, patents, copyrights, service marks, registered designs, business names, trade secrets, database rights, and any other forms of intellectual or industrial property protection applicable worldwide.
Limit – The highest allowable transaction amount set by Perpolis for a Merchant.
Merchant, you, or your – A person, either an Individual or a business entity, who has agreed to these Terms ofService and successfully completed Perpolis’ verification processes (KYC/KYB).
Network Fee– A charge the Merchant pays to Perpolis to facilitate Virtual Currency transfers to an External Wallet, covering network transaction costs.
Order – A request submitted by the Merchant on the Website to initiate a transaction.
Perpolis Fee – The charge imposed for converting between Virtual Currencies and Fiat Currencies.
ProcessingFee– A charge applied when Perpolis manually processes a transaction due to theMerchant’s request or circumstances.
Refund Fee– A charge incurred when a Merchant requests a refund. Details on Refund Fees are available in these Terms
Representative – In the case of a corporate entity, the authorised individual with permission to onboard the business to Perpolis, and to use Perpolis’ services on behalf of that business entity.
Sanctions –Restrictions imposed on entities, governments, or individuals by Canada, theUN, the EU, or other regulatory bodies that Perpolis must adhere to. Perpolis reserves the right to amend its list of relevant sanctioning bodies without prior notice.
Services – Means theVirtual Currency invoicing solution provided by Perpolis in accordance with these Terms. Perpolis does not offer Virtual Currency custody nor is Perpolis aVirtual Currency trading marketplace as part of its Services.
Settlement– Means the process by which the Currency received in connection with an invoice is converted into the Settlement Currency and the resulting amount, after any applicable fees or deductions, is remitted to theClient’s nominated bank account, wallet, or other destination as agreed in writing between the parties.
Settlement Currency – Means the Fiat Currency orVirtual Currency in which you wish to receive the final payment, after theVirtual Currency(ies) are converted as part of the Services.
Third Party Software – Means Flux, the invoicing solution software for which Perpolis has a license to use and/ or otherwise provide access to Third PartySoftware to its clients as part of Perpolis' business offerings.
Order– means a request submitted by the Merchant to Perpolis for an individual transaction for Services in accordance with this Agreement.
Virtual Currency(ies) – A digital asset used for trading, payments, or investment purposes, distinct from Fiat currencies, securities, and other financial assets. The list of Virtual Currencies accepted by Perpolis is available on the Website.
Website – shall mean https://fluxpayments.tech, and any other related website related to the Services on offer to you.
Wallet – A third-party digital wallet designated for storing Virtual currency on behalf of the Merchant.
1. General
Perpolis isa Virtual Currency Payment Services Provider that enables you to accept VirtualCurrencies as a payment method in exchange for goods or services.
By creatingan Account on the Website, you agree to be legally bound by these Terms. If you disagree with any part of these Terms, do not proceed with creating an Account.
By creating an Account and using the Services, you authorise Perpolis to act as your agent and to take any and all actions that Perpolis deems as necessary or desirable to provide the Services in accordance with these Terms and the applicable laws and regulation.
We may update these Terms or the Privacy Policy at any time. Any changes to theseTerms or Privacy Policy will be updated on Perpolis’ website, on or may notify you by email or other means. The updated terms will take effect as soon as they are published. If you continue using our Services after that, you agree to the changes. If you don't agree to the changes, you must stop using our Services or deactivate your Account.
These Terms,along with the laws of the province of British Columbia, Canada, any otheragreements between you and Perpolis and the Privacy Policy, govern your use ofthe Service.
Perpolis hasbeen granted a non-exclusive, non-transferable and limited license to use theThird-Party Software for the purposes outlined in these Terms.
2. Regulatory
Perpolis issubject to Canadian laws and regulations. This includes the Proceeds of Crime(Money Laundering) and Terrorist Financing Act (Canada), and the Retail PaymentActivities Act (Canada).
Perpolis isa registered money services business with the Financial Transactions andReports Analysis Centre of Canada (FINTRAC). As required by applicable laws andregulations, Perpolis maintains a comprehensive AML/ATF/Sanctions complianceprogram.
Perpolis is registeredas a Payment Service Provider with the Bank of Canada under the Retail PaymentActivities Act (Canada). Perpolis is authorised to perform retail paymentactivities in accordance with the applicable provisions of the Act.
3. Accountand Registration
3.1. Creating an Account
To create anAccount go to the Website and:
o select “Get Started”and enter your email address;
o a 2 factor-verification code will be sent to your email, input such code into the website;
o once you have enteredthe code, you will be required to complete Perpolis’ onboarding and KYC processas hereinafter specified; and
o Once this is process iscompleted, your Account will be created.
Perpolis mayengage third-party service providers to facilitate identity verification,onboarding procedures, and related compliance requirements (“ComplianceServices”). By using the Services, you consent to Perpolis disclosing andsharing any necessary personal and corporate information, includingidentification documents and registration details, with such third-partyproviders strictly for the purpose of performing these Compliance Services.Perpolis shall ensure that any third-party provider engaged complies withapplicable data protection and confidentiality obligations.
Theverification process may be conducted through communication channels designatedby Perpolis or via digital identification methods through the applicablethird-party service providers, at Perpolis’ sole discretion.
Youexpressly agree that we may collect, disclose, store and otherwise use yoursubmitted personally identifiable information in accordance with our PrivacyPolicy which are incorporated into these Terms by reference.
3.2. Securing Your Account
Once your Account is created, you will select a password to secure your Account. You are solely responsible for maintaining the confidentiality of your account login information, including but not limited to your username, password, and any other security credentials.
You must not disclose your login information to any third party and shall take all reasonable measures to prevent unauthorized access to your account.
Sharing yourAccount with any third party is strictly prohibited. You acknowledge and agreethat we shall not be liable for any loss or damage arising from anyunauthorized use of your Account or any failure by you to maintain theconfidentiality of your login information.
3.3. Access to Account Information
You can access detailed information about your Account activity, including your ledger, transaction history, and settlement history, through your Account dashboard on the Website. This information is regularly updated to provide you with a comprehensive overview of your Account status.
If you identify any errors or discrepancies in your Account information, you must notify Perpolis within 30 calendar days of the relevant ledger entry posting.This allows us to promptly investigate and rectify any inaccuracies.
If you failto notify us of any errors within the specified 30-day timeframe, you aredeemed to have irrevocably accepted the accuracy of your Account information,including your ledger, transaction history, and settlement history.
4. Knowyour Customer/Know your Business – Onboarding and Ongoing Requests
4.1. General
We adhere to both British Columbia, Canada and any other applicable regulations and international regulations aimed at preventing money laundering, terrorist financing, and tax evasion, as well as complying with sanction requirements. Asa result, we are required to maintain comprehensive knowledge about ourMerchants, their associated parties, their activities (including business operations), and the origins of their assets.
4.2. Onboarding KYC/KYB Process
As part of the KYC process to create an Account, you will be required to provide all identity and corporate documentation as applicable, as requested during the registration process. You agree to keep this information current, and accurate, and provide an update within 10 days of any material changes to the information you provided.
We reserve the right to periodically verify the identity of you or the Representative and request additional documentation and data from you from time to time (including information about citizenship, ownership structure, beneficial owners, founders, and/or board members).
Documents must be valid, and the data indicated on them must completely coincide with the data that You have provided to Us. We shall assume that the document presented by You is authentic, valid, and correct.
We mayrequire that documents issued abroad be legalized or certified with anapostille unless prescribed otherwise in a treaty between the countries.
If documentsare in a foreign language, We may require that the documents be translated intoEnglish or another language understandable to Us. The translation must becertified by a sworn translator. You shall bear the costs concerning theformalization, translation, certification of the documents, and other related costs.
If the submitted document does not meet Our requirements or We have doubts concerningits correctness, We shall have the right to suspend the Service(s) and requirethe submission of additional documents.
4.3. Periodic and Ongoing Compliance Requests
We reserve the right to periodically request information and supporting documentationrelating to your activities, including but not limited to details concerning connected persons, the purpose of transactions, and the lawful origin of yourassets or any assets used in connection with the Services. Such requests may relate to specific transactions or may be broader in scope, encompassing youroverall business activities.
We reservethe right to request transaction-related documents from You (such as sales,lease, or supply agreements) and obtain details or documentation concerning thecounterparty, the ultimate beneficiary, or any other party involved in thetransaction.
We reservethe right to monitor how you utilise Perpolis’ Services.
We reservethe right to deny access to the Services (including refusing to processtransactions) or impose temporary or permanent restrictions (such as partial orcomplete suspension of an Account, freezing of funds, imposing transactionlimits, or modifying standard Limits). These actions may be taken particularlyif the Merchant or an associated individual:
o Fails to providerequested documents or data necessary for compliance with due diligencerequirements, legal obligations, or verification processes, or submits falseinformation;
o A Merchant providescontradictory documentation concerning their Representative;
o We become aware that aMerchant is undergoing liquidation proceedings or has been removed from thecompany register or the Individual Merchant is deceased.
o Raises due diligenceconcerns or is suspected of illegal or prohibited activities;
o Is under Sanctions,resides in a sanctioned area, or is linked to sanctioned entities oractivities.
If Perpolisis unable to verify the Merchant within a reasonable timeframe, Perpolisreserves the right to decline your Account registration request or to disableyour access to the Services.
Any End Customers may need to undergo a verification process at the time of payment, depending onthe transaction amount, to ensure compliance with our AML/ATF obligations.
5. Representations and Warranties
You hereby represent and warrant to us as follows:
o You are at least 18years old (a natural person and a Representative of legal person) and haveread, agree with, and shall comply with these Terms and the Privacy Policy thatare an integral part of these Terms of Service;
o You confirm that Youhave enough knowledge relating to Virtual Currency to use our Services, andunderstand that you are solely responsible for determining the nature,suitability, risks, and appropriateness of our Service);
o The individualaccepting these terms on behalf of the Merchant is a duly authorizedrepresentative, possessing the requisite legal capacity, power and authority tobind the Merchant to the terms and conditions herein.
o Your business entity isduly organized, validly existing, and in good standing under the laws of itsformation, and is duly qualified and in good standing in all jurisdictionswhere its business operations necessitate such qualification.
o You are solelyresponsible for declaring and payment of tax for any income received from theService) in accordance with the laws of your country of residence or domicile;
o You are solelyresponsible for maintaining the confidentiality of your login credentials,including your password. Any disclosure of your login information to a thirdparty, whether intentional or unintentional, is at your own risk. You remainfully liable for any consequences resulting from unauthorized access to youraccount, regardless of how such access was gained. Sharing your logininformation does not relieve you of your obligations under these Terms.
o Your use of theServices shall at all times comply with all applicable international, federal,state, and local laws and regulations, including, but not limited to, tax lawsand regulations.
o You do not use theService) for a criminal purpose, including money laundering, tax fraud,terrorist financing, or other malicious activities;
o You shall maintaincompliance with all applicable anti-money laundering and counter-terroristfinancing laws and regulations, including adherence to all relevant Sanctionsprograms applicable to your business operations and merchant services.
o Your use of theServices shall not violate these Terms or any other applicable terms of service.
o All information provided to us, both presently and in the future, shall be true, accurate, and complete, and you shall promptly update and correct any information to maintain its accuracy and completeness.
o We may refuse to provide the Services on the basis of a document certifying the right of representation, which does not explicitly and clearly reflect the Merchant’s will.
6. Perpolis’ Obligations
o Perpolis does not take custody of your Virtual Currencies or Fiat Currencies. Our Services are limited to facilitating transactions and managing Virtual Currencies based on your instructions.
o We are obligated to report any suspicious activity, including potential fraud or criminal activity, to the relevant regulatory authorities. This may include disclosing information about you and your use of the Services.
o We will provide theServices with reasonable care and skill, in accordance with industry standards andapplicable laws and regulations.
o We will take reasonablesteps to address and report any Website malfunctions with our third-partysoftware provider and minimize disruptions to the Services.
o We are liable fordirect damages resulting from our gross negligence or wilful misconduct inproviding the Services.
o Perpolis is notresponsible for:
§ Delaysor interruptions caused by third-party service providers, including internetservice providers or access to the Website;
§ Errorsor delays caused by inaccurate or incomplete information provided by you,including incorrect wallet addresses;
§ Lossesresulting from your own actions or omissions, including mistakes intransactions or failure to secure your account;
§ Systemfailures or disruptions beyond our reasonable control; or
§ Anylosses or damages arising from your use of third-party wallets or services.
o You acknowledge andagree that the use of Virtual Currencies involves inherent risks, including butnot limited to market volatility, regulatory uncertainty, and the potential forfraud or theft. You assume all risks associated with your use of the Servicesand your Virtual Currency holdings.
7. Transaction Limits
There may bedaily, monthly, and yearly transaction limits for each Account established onthe Website. Perpolis will implement and enforce these limits. Exceeding theselimits, or requesting to exceed these limits may necessitate the provision ofadditional documentation and verification.
Increases totransaction limits will only be approved once all necessary documentation hasbeen reviewed and the accuracy and authenticity of the provided informationhave been confirmed.
8. Prohibited Use and Restricted Business
As acondition of utilizing the Services, Merchants agree not to engage in any ofthe following activities. This list is non-exhaustive and may be updated at oursole discretion. If you are unsure whether a particular activity is prohibited,please contact us through your Account on the Website:
o Engaging in activitiesthat violate any applicable law, regulation, or Sanctions program, includingactivities that facilitate money laundering, terrorism financing, or any otherunlawful act.
o Actions that impose anunreasonable burden on our infrastructure, interfere with system integrity,transmit harmful code (e.g., viruses, trojans, malware), or attemptunauthorized access to systems, networks, or data.
o Collecting or usinginformation belonging to others without authorization, including but notlimited to accessing another Merchant’s Account without permission or misusingpersonal data.
o Providing false,misleading, or inaccurate information to Perpolis or any third party, includingengaging in deceptive financial practices.
o Engaging in defamation,harassment, threats, stalking, or promoting violence or discrimination againstindividuals or groups.
o Facilitating the sale,distribution, or access to counterfeit goods, pirated content, or unauthorizeduse of Flux or Perpolis’ intellectual property, including trademarks andservice marks.
Prohibited Use
Merchantsare prohibited from utilising the Services for the following categories ofbusinesses, which are restricted due to legal, regulatory, or risk managementconsiderations. If you are uncertain about whether your business falls underthese restrictions, please contact us through your Account on the Website:
o Illegal or ControlledSubstances: Including but not limited to narcotics, drug paraphernalia,synthetic drugs, and unregulated pharmaceuticals.
o Weapons and HazardousMaterials: Including firearms, ammunition, explosives, radioactive materials,and any other dangerous goods.
o High-Risk FinancialProducts: Including investment schemes, multi-level marketing, pyramid schemes,and speculative financial instruments.
o Intellectual PropertyInfringement: Including counterfeit goods and unauthorized distribution ofcopyrighted materials.
o Adult Content andServices: Including sexually explicit content, escort services, and adultentertainment businesses.
Restricted Business
Certainbusiness activities require explicit authorization from Perpolis and may besubject to enhanced KYC/KYC, ongoing KYC/KYC requests, additional conditions,compliance reviews, make additional representations and warranties andoperational restrictions. Users engaged in the following activities must seekprior approval and will only be allowed to transact as expressly authorised byPerpolis:
o Money services businesses,including those defined by FINTRAC;
o E-wallets and digitalpayment facilitators;
o Foreign currencyexchange services; and
o Transactions related tothe sale or trade of Virtual Currency.
o Gambling ventures wherepermitted by law in the relevant jurisdictions.
Failure tocomply with these Terms may result in the suspension of the Account,termination, or other remedial actions at Perpolis’ sole discretion.
9. Third Party Links
The Servicesmay include links to third-party websites, mobile applications, or otherexternal resources. We do not control or oversee these third-party platforms,and you acknowledge that we bear no responsibility for their availability,content, advertisements, products, services, or any associated materials. Ourinclusion of such links does not constitute an endorsement, nor do we assumeany liability for interactions or transactions you may have with these externalsites or applications.
10. Termination and Account Closure
You can terminatethese Terms and close your Account at any time, for any reason.
Perpolis mayclose your Account for any reason with one month’s notice.
Notwithstandingthe aforementioned, Perpolis may terminate these Terms and deactivate yourAccount immediately, without prior notice, upon the occurrence of any of thefollowing events (collectively, “Termination Events”):
o You breach any materialprovision of this Agreement and fail to cure such breach within thirty (30)days after written notice of such breach;
o We learn or reasonablysuspect, in our sole discretion, that you will use or have used your Account toengage in unlawful or improper activity in violation of applicable laws orregulations, these Terms, and/or any other applicable terms of use, includingbut not limited to a violation of Section 8, Prohibited Use and RestrictedBusiness. We reserve the right at alltimes to monitor, review, retain and/or disclose any information as necessaryto satisfy any applicable law, regulation, Sanctions programs, legal process orgovernmental request.
o You file a petition forbankruptcy or are adjudicated bankrupt or insolvent;
o A receiver, trustee, orsimilar officer is appointed for you or any of your assets;
o You cease to operateyour business or dissolve your company;
o We determine, in oursole discretion, that your use of the Services poses a risk to our business,reputation, or other users; or
o Required by applicablelaw or regulation.
Upontermination of these Terms for any reason:
o All rights and licensesgranted to you under these Terms will immediately terminate;
o You will immediatelycease all use of the Services;
o You will remain liablefor all fees and charges accrued prior to the effective date of termination;
o We will remit to youany undisputed funds owed to you from completed sales that occurred prior totermination, subject to our standard payment processing procedures and anyapplicable fees;
o You agree to continueto be bound by surviving portions of these Terms;
o To remove from yourwebsite, apps and marketing materials, and discontinue any usage of Perpolis orFlux’ service marks, logos or other branding;
o We will retain certaininformation and Account data as required under applicable laws and regulations;and
o We shall not be liableto you or any third party for termination of access to the Services, closure ofan Account or retention of information or Account data.
11. Virtual Currency Asset Payment Processing
Initiating Payment Requests: To receive payment in Virtual Currencies, you must first generate an Order throughthe Website. This can be accomplished by accessing the "Orders" tab within your Account dashboard and selecting the "New Order" option.
Settlement Currency Selection: You will be prompted to specify the desired settlement amount and your preferred Settlement Currency (for example, but not limited to: GBP, EUR, USD, CAD).The Virtual Currency shall be converted into your chosen Settlement Currency by a third party over-the-counter service provider duly authorised and approved by Perpolis to provide such service.
Order Details: To ensure accurate and efficient processing of your Order, the following information is mandatory:
o A copy of theapplicable invoice attached to the Order.
o The precise amount youwish to receive in your chosen Settlement Currency. For the avoidance of doubt,all applicable Fees are added to this amount;
o An optional field toinclude a unique identifier or reference number for your internal trackingpurposes;
o to indicate the natureof the payment request;
o Specify the date bywhich the End Customer must make the payment to ensure the guaranteed exchangerate;
o Provide the accurateemail address of the End Customer to whom the Order will be sent;
o Include a briefdescription of the goods or services and the invoice for which payment is beingrequested;
o Select the specificblockchain network (e.g., Bitcoin, Ethereum, Litecoin) on which you wish toreceive an applicable Virtual Currency payment.
Order Generation and Delivery:
o Once you have completedall the required fields, the Website will generate a unique Order containing a VirtualCurrency address for the End Customer to send their payment. You can then sendthis Order to the End Customer via your preferred communication channel.
o Perpolis utilizes itsBest Bid Rate ("BBR") to determine the exchange rate between the VirtualCurrency being paid by you or your End Customer, and your chosen Settlement Currency.This rate is dynamically updated to reflect real-time market conditions
o Perpolis guarantees theaforementioned exchange rate provided on the Order for the End Customer,provided that the payment is made within the specified timeframe. Thistimeframe before the exchange rate will be timed out is clearly displayed onthe Order to ensure transparency.
o You acknowledge andagree that you are solely responsible for any fluctuations in the value of yourchosen Settlement Currency relative to other assets or benchmarks.
o While Perpolisguarantees the receipt of the specified settlement amount (minus applicable fees)if the End Customer pays within the timeframe, we do not guarantee the futurepurchasing power or exchange value of that Settlement Currency.
Order Status: AnOrder goes through several stages before it is considered fully settled:
o The End Customer initiatesthe payment and the Virtual Currency is being processed on the blockchainnetwork;
a) The applicable transactionwithin the Order receives the required number of block confirmations on theblockchain, increasing its reliability and reducing the risk of reversal;
o The payment gets fullyvalidated, credited to your Account ledger, and is ready for withdrawal orfurther use.
o The Order may be deemedcompleted, where the End Customer initiates the payment, the required blockconfirmations have occurred, and that transaction has passed our riskvalidation measures, but, it still needs to be credited to your Account. Forthe avoidance of doubt, this is not yet deemed ‘fully confirmed.
The number of block confirmations required for an Order tobe considered "fully confirmed" varies depending on several factors:
o Different blockchainshave different block times and confirmation requirements;
o Perpolis employs andutilises as part of the Service, a dynamic risk assessment system thatconsiders various factors, including transaction history, network activity, andknown fraud patterns, to determine the appropriate number of confirmations foreach transaction.
Perpolis utilizes various risk mitigation techniques throughits third-party service providers to detect and prevent fraudulent payments:
o Real-time monitoring ofblockchain transactions to identify suspicious patterns or anomalies;
o Verification of the EndCustomer’s Virtual Currency address to ensure its validity and reduce the riskof funds being sent to an incorrect or fraudulent address;
a) Adherence to relevant AML and KYC regulations to mitigate the risk of prohibited or of illicitactivities.
While you have the option to inform the End Customer thattheir payment has been accepted before Perpolis officially deems the Order"fully confirmed," you do so at your own risk. Perpolis is not liablefor settling Orders that are not fully paid and complete, including those whereyou have prematurely acknowledged receipt of payment.
If youaccept a payment before it is fully confirmed and credited to your Accountledger, and Perpolis subsequently determines the payment to be fraudulent,invalid, or otherwise compromised, we are not obligated to settle the funds toyou.
12. Transaction Statuses
Your Accountdashboard provides a comprehensive overview of your Orders and their currentstatus. You can track the progress of each Order using the followingtransaction statuses (this list is not exhaustive):
· Paid: means theinvoice has been settled by the End Customer in a Virtual Currency and isawaiting to be converted into the desired Settlement Currency;
· Off-Ramped: TheMerchant has received the Settlement Currency;
· Pending: means theinvoice is awaiting payment from the End Customer and is within the due dateset by the Merchant;
· Expired: The invoiceis overdue based on the due date set by the Merchant;
13. Exceptions to Payments
A paymentexception occurs when an Order is either underpaid or overpaid by the EndCustomer.
In the eventof a payment exception, Perpolis will automatically notify the End Customer viaemail and/or SMS messaging. These notifications will include instructions onhow to claim the underpayment or overpayment, as outlined in the followingsections.
Overpayments
a) An overpayment occurswhen you transmit an amount of Virtual Currency exceeding the amount requiredto execute your Order.
b) Processing and Refund: In the event of an overpayment, Perpolis will execute yourOrder based on the originally specified amount. The excess funds("Overpayment Amount") will be identified, and you will be notifiedvia email with instructions on how to request a refund.
c) Refund Eligibility: You are eligible for a refund of the Overpayment Amount,subject to the deduction of applicable Refund Fees as outlined in the RefundPolicy below. However, if the Overpayment Amount is less than or equal to theRefund Fee, no refund will be issued.
Underpayments
a) An underpayment occurswhen you transmit an amount of Virtual Currency that is insufficient to coverthe total value of your Order, including any applicable fees.
b) Order Execution:In the event of an underpayment, Perpolis will execute the Order to the extentpossible based on the received amount of Virtual Currency. This means the finalvalue of the transaction will be adjusted to reflect the reduced payment, afterdeducting the applicable Perpolis Fee and Bank Transfer Fee.
c) Notification: You will benotified via email regarding the adjusted transaction value and anyimplications of the underpayment.
Orphan Payments
a) An orphan paymentoccurs when we receive Virtual Currency related to an Order outside thespecified timeframe outlined in these Terms. This typically applies totime-sensitive transactions where the exchange rate is guaranteed for aspecific period.
b) Transaction Cancellation and Refund: If an orphan payment occurs, the associatedOrder will be cancelled. You will be notified via email with instructions onhow to request a refund for the orphan payment amount.
c) Refund Eligibility: Similar to overpayments, you are eligible for a refund ofthe orphan payment amount, subject to the deduction of applicable Refund Feesas outlined in the Refund Policy below. However, if the orphan payment amountis less than or equal to the Refund Fee, no refund will be issued.
d) New Transaction Requirement: To complete the original Order associated with the orphanpayment, you will need to initiate a new transaction within the specified time window.
Delayed Settlement
Perpolis reserves the right to delay settlement of funds or restrict access to your account under the following circumstances; (a) If Perpolis needs to conduct an internal investigation related to your account, or if there s a pending dispute involving your account, we may temporarily delay settlement or restrict access to funds to protect the integrity of the investigation or dispute resolution process. (b) Perpolis may be required bylaw, court order, or at the request of law enforcement agencies to delay settle mentor restrict access to funds. This may include situations involving anti-money laundering (AML) or know your customer (KYC) compliance, fraud prevention, or other legal obligations.
In the event of a settlement delay or restriction, Perpolis will make reasonable efforts to promptly inform you of the situation, unless prohibited by law, court order, or law enforcement.
Perpolis will not be held liable for any damages or losses incurred by you as a result of a settlement delay or restriction, provided that such delay or restriction is implemented in accordance with the terms outlined in this section.
Perpolis is committed to minimizing any disruptions to your access to funds and will strive to implement partial delays or restrictions whenever possible, rather than imposing complete restrictions.
Once the underlying reasons for the settlement delay or restriction have been resolved, Perpolis will promptly release the full amount of your funds without undue delay.
14. Privacy and Data Processing
To provide and improve our Services, we collect, use, store, and process your personal information in accordance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR)and the Data Protection Act 2018.
Our Privacy Policy, available on our Website, details how we collect, use, and disclose your information. You must review and understand the Privacy Policy before accepting these Terms of Service. By accepting theseTerms of Service, you confirm that you have read, understood, and agree to be bound by the Privacy Policy.
We may disclose your information to third parties in the following circumstances:
a) We may disclose information to comply with legal obligations, court orders, or requests from law enforcement agencies. This may include disclosing information to theFinancial Conduct Authority (FCA), the National Crime Agency (NCA), or other relevant authorities.
b) We may share information with trusted service providers who assist us in operating our business and providing the Services. These providers are contractually obligated to protect your information and only use it for the purposes we specify.
c) We may disclose information to prevent fraud, money laundering, terrorist financing, or other illegal activities. This may include sharing information with financial institutions, credit reference agencies, and other organizations involved in fraud prevention.
We may record your communications with us, including phone calls, emails, and chat messages. These recordings may be used for training, quality assurance, and to investigate complaints or disputes.
15. Complaints
End Customer Complaints: If we receive a complaint from an End Customer and it relates to you or the purchased goods/services, we will send it to you for resolution.
Were serve the right to terminate Merchant Accounts that receive, in our reasonable opinion, excessive complaints.
Merchant Complaints: Merchants that wish to register complaints regarding our Services should contact us via:
Website: www.perpolis.ca
Phone: +1-833-944-0590
E-mail: clientservices@Perpolis.ca
16. Intellectual Property Rights
All copyrights, trademarks, patents, trade secrets and other Intellectual Property Rights relating to our Services and system, including the systems, platforms, software, and documentation provided by us to you are the property of Perpolis and you shall have no right or interest in them except for the right to access and use them to use our Services under these Terms of Service.
You shall be prohibited from reproducing, using, distributing, or modifying any Perpolis’ trademarks, text, images, videos, documents, or other content of Perpolis’.
17. Security and Service Interruptions
The Services may be temporarily suspended, interrupted, or access restricted for various reasons, including scheduled maintenance and unscheduled interruptions. Scheduled maintenance includes activities like routine system upkeep, software upgrades, or the implementation of necessary security measures. Unscheduled interruptions may occur due to unforeseen circumstances, such as technical issues or security breaches, that require immediate service interruption.
Perpolis will provideMerchants with clear and timely notifications regarding service interruptions.For scheduled maintenance, users will receive written notice at least five (5) BusinessDays prior, detailing the reason for the interruption, its estimated duration, and the anticipated restoration time. In the case of unscheduled interruptions, Perpolis will notify Merchants as soon as reasonably practicable and will diligently work to restore the service as quickly as possible.
Users are solely responsible for ensuring that all data and information transmitted through the Perpolis Services comply with all applicable laws, regulations, and legal requirements governing communications networks and data transmission. This includes, but is not limited to, data protection laws, intellectual property laws, and anti-spam regulations. Merchants are expected to understand and adhere to these legal obligations when utilizing the Services.
18. Settlements
Methods of Settlement
Perpoliswill clear payments from your End Customers to you according to your Settlementpreferences that you established in your Account. Perpolis shall endeavor tosettle all transactions within two (2) Business Days of receipt of payment,subject to delays beyond Perpolis' reasonable control, including but notlimited to delays caused by third parties.
AnAccount ledger will be created for each Virtual Currency or Fiat Currency selected for Settlement pursuant to your Settlement preferences. If you change your Settlement preferences, those changes will be effective for Account ledger balances that are received after the date of the change. Any Account ledger balances dating from before the preference change will settle pursuant to your pre-change Settlement preferences.
Your Bank Account
You must provide us with written notice at least one business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions, or if Settlements are processed to closed bank accounts. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions.
We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, nor will we be liable or responsible for any errors in the account or address information that you have provided to us.
Settlements in Local Currencies
Direct deposit to a designated bank account in Fiat Currency is available to Merchants located in Canada. If you wish to receive direct deposits, you must provide valid bank account information and keep such information current. Each business day, we will send a direct deposit to your bank account to clear out your accumulated Account ledger balance, provided that the Settlement minimums are met. Settlement funds will be deposited in your bank account within two (2) BusinessDays following the Order. We reserve the right to charge you applicable wire fees.
Settlements will be initiated from a bank account held in the name of Perpolis or another financial institution or payments intermediary providing an account to or for the benefit of Perpolis.
Material Risks of Virtual Currencies
While there are material risks from accepting various forms of payments and Currencies(such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative Virtual Currency payments), Perpolis discloses, and you are required to ensure you understand the following:
a) Virtual Currencies arenot legal tender, are not backed by the government, and accounts and valuebalances are not subject to deposit insurance or securities protections;
b) Legislative andregulatory changes or actions at the state, federal, or international level mayadversely affect the use, transfer, exchange, and value of Virtual Currencies;
c) Transactions involving VirtualCurrencies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
d) Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the End Customer initiates the transaction;
e) The value of Virtual Currencies may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currencies, which may result in the potential for permanent and total loss of value of a particular VirtualCurrency should the market for that Virtual Currency disappear;
f) There is no assurance that a person who accepts Virtual Currencies as payment today will continue todo so in the future and you are obliged to ensure that the recipient of anyOrder is accepting the Virtual Payment;
g) The volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time; and
h) The nature of VirtualCurrencies may lead to an increased risk of fraud or cyber-attack.
Settlement Minimum
Perpolis settles the accumulated balance on your Account ledger if it is above the minimum amount defined for the Settlement Currency selected on the Dashboard.Please refer to our Website for information related to minimum Settlement amounts and deposit frequency.
Fees
Merchant Fees
a) NetworkFees
Perpolis’ Network Fees are fees incurred by Perpolis in aggregating received payments and carrying out Settlements of such payments to Merchants. Network Fees are based upon the Platform Fees that Perpolis incurs in providing its Services.Therefore, if Platform Fees rise, Network Fees will also rise proportionately.
b) ProcessingFees
Perpolis charges you a Processing Fee for each Order successfully Settled through yourAccount. This Processing Fee is deducted from your Account ledger balances (net Settlements). Perpolis’ Processing Fee is listed for each Order in yourDashboard.
We reserve the right to change our Processing Fee at any time, provided that not less than 30 days’ advance notice of such a change is provided to you. Your continued use of the Services following the period of advance notice of the fee change constitutes your acceptance of such change.
Current pricing information is provided on the Perpolis Website.
c) RefundFees on Successful Payments
If you issue a full or partial refund on a successful payment, the Platform Fee used to send this refund will be deducted from and appear as a separate entry in your Account ledger after the refund is executed.
End Customer Fees
a) PlatformFees
Virtual Currency transactions incur fees associated with each transaction (a “PlatformFee”). These Platform Fees are automatically created by Virtual Currency Wallets in order to broadcast a transaction on a given blockchain network. The EndCustomer pays a Platform Fee in order to send Virtual Currencies from their Wallet to pay an Order.
These Platform Fees are paid to Virtual Currency miners (and their operators) that process transactions and maintain the respective network. Platform Fees are variable depending on network conditions and the desired confirmation speed for the transaction. If a Virtual Currency network gets congested, the minimum required Platform Fee will be higher to ensure the transaction can be reliably processed on the network. Using a lower-than-average miner fee can put a transaction at risk of slow confirmation or no confirmation at all therefore it is always recommended to choose the higher Platform Fee to ensure the likelihood of your transaction being successful.
b) NetworkFees
If the estimated amount of the Network Fee cost is more than U.S.$0.01, Perpolis shall list the Network Fee on the Order and charges it as a separate fee to the End Customer.
c) RefundFees on Payment Exceptions
If an End Customer’s transaction ends up as a Payment Exception, Perpolis deducts the corresponding Platform Fee used to return the payment to the End Customer from the total refund amount.
19. Refund Policy
As a Merchant, you have the flexibility to determine your own refund policy for goods and services sold to End Customers. This includes the ability to offer full or partial refunds, or to implement a "no refunds" policy where applicable.
You can choose to issue refunds based on either the original Currency of the goods or services or the value of the Virtual Currency used for payment. This allows you to align your refund policy with your business practices and customer expectations.
Refunds will be processed in the same Virtual Currency used by the End Customer to make the initial payment. This ensures consistency and avoids unnecessary Currency conversions.
If your Account balance is insufficient to cover pending refund requests, Perpolis may require you to deposit additional funds to a designated bank account to facilitate the refund process.
Any Currency conversions required during the refund process will be calculated using a spot rate determined by Perpolis. This ensures fair and transparent exchange rates for both you and the End Customer.
You are solelyresponsible for establishing and disclosing a clear and comprehensive refundpolicy to your End Customers. This policy should outline the conditions underwhich refunds are offered, any applicable fees or restrictions, and the processfor requesting a refund.
Perpolis is not responsible for the content or compliance of your refund policy. We recommend that you consult with legal counsel to ensure your policy adheres to all applicable laws and regulations.
For certain industries or types of transactions, a refund policy may not be applicable or may be subject to specific legal requirements. It is your responsibility to understand and comply with any such requirements.
20. Indemnification
You agree to indemnify Perpolis, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to any actual or alleged breach of your representations, warranties, or obligations set forth in theseTerms.
21. NoWarranties
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SERVICES AND THE THIRD PARTY SOFTWARE ARE PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOUAND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.
22. Limitation of Liability
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ORANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES,LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TOUSE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING,TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
23. Miscellaneous
Taxes
You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.
Assignment
Youmay not transfer or assign these Terms or any rights granted by these Terms.You agree and acknowledge that we may assign or transfer these Terms.
Severability
Shouldany provision of the Terms be determined to be invalid or unenforceable underany law, regulation, or court order, such determination will not affect thevalidity or enforceability of any other provision of the Terms.
Waivers
A party’s failure to assert any right or provision in the Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.
Entire Agreement
TheTerms, including other of Perpolis’ terms referenced herein, represents the entire understanding between you and us. Headings are included for convenience only and shall not be considered in interpreting the Terms.
Notices
Anynotice or other communication given to a party in connection with the Termsshall be in writing in English. Notices may be sent by a recognized overnightair courier and/or by email. The parties agree that all terms, conditions,agreements, notices, disclosures or other communications that we provide toeach other electronically will be considered to be “in writing”. The provisionsof this clause shall not apply to the service of any proceedings or otherdocuments in any legal action. Perpolis may send notices to you at the emailand physical address that you submit in creating your Account. You may updatethese addresses through your Dashboard. Notices to Perpolis may be sent to PerpolisLtd., 300 – 420 W Hastings St, Vancouver, BC, Canada, V4B 2H4.
Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable to that Province. Any disputes, controversy or claims (including non-contractual disputes or claims) arising out of, or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of British Columbia,Canada.
Force Majeure
Neither party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemics, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.
Confidentiality
A party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as“Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as ConfidentialInformation in these Terms. Confidential Information shall include without limitation, information accessed via the Perpolis API, if any, technical specifications and processes of each party, and all Merchant data. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of theConfidential Information. Notwithstanding the foregoing, a party may shareConfidential Information with an affiliate in the event that the other party requests services from such affiliate and such affiliate shall be bound by this Section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of these Terms or until such time as such information becomes public information through no fault of the receiving party.
Survival
The termination or expiry of these Terms shall not affect any rights, obligations, or liabilities of either Party that have accrued prior to such termination or expiry, including the right to claim damages in respect of any breach existing at or before that date. Without prejudice to the foregoing, the provisions of Section5 (Representations and Warranties), Section 10 (Termination and Account Closure), Section 14 (Privacy and Data Protection), Section 16 (IntellectualProperty Rights), Section 20 (Indemnification), Section 21 (No Warranties), Section22 (Limitation of Liability), Section 23 (Miscellaneous), and any other provision which by its nature is intended to survive termination or expiry, shall remain in full force and effect.
No Joint Venture or Agency
Nothing in these Terms is intended to, or shall be deemed to, establish any joint venture between the Parties, and other than the limited agency established in Section 1, nothing is intended to establish either Party as an agent of the other.
