Terms of Service
(Lastupdated: April 2026)
TheseTerms of Service (the “Terms”) are made between the entity incorporated underthe laws of Canada under the name PerpolisLtd, the Virtual Currency Payment Service Provider with its corporateregistration 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 throughPerpolis’ website, the Website, API or through any other means to you (the“Services”), Perpolis' services, encompassing all associated products,services, technologies, and functionalities.
Youruse of these Services constitutes your agreement to be bound by these Terms,confirming that you have read, understood and accepted all provisions.
Glossaryof Terms
Account – TheMerchant’s digital profile within the Perpolis platform, designed to facilitateaccess to Perpolis’ services.
Bank Transfer Fee – The feeapplied when transferring Fiat currency to a Merchant’s or Beneficiary’s bankaccount. More details are available on the Website.
Business Days – Means anyday 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 finalpayment, after the Virtual Currency(ies) are converted as part of the Services.
EndCustomers– Refers to the final recipient or business entity that accepts payments forgoods or services in a transaction.
Fiat Currencies – Government-issued currencythat Perpolis accepts as legal tender.
Intellectual PropertyRights– Includes without limitation trademarks, patents, copyrights, service marks,registered designs, business names, trade secrets, database rights, and anyother forms of intellectual or industrial property protection applicableworldwide.
Limit – Thehighest 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).
NetworkFee – A charge the Merchant pays to Perpolis tofacilitate Virtual Currency transfers to an External Wallet, covering networktransaction costs. [MOU1] [RO2]
Order – A requestsubmitted by the Merchant on the Website to initiate a transaction.
Perpolis Fee – Thecharge 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.
RefundFee– A charge incurred when a Merchant requests a refund. Details on Refund Feesare available in these Terms
Representative – In thecase of a corporate entity, the authorised individual with permission to onboardthe business to Perpolis, and to use Perpolis’ services on behalf of thatbusiness entity.
Sanctions –Restrictions imposed on entities, governments, or individuals by Canada, theUN, the EU, or other regulatory bodies that Perpolis must adhere to. Perpolisreserves the right to amend its list of relevant sanctioning bodies withoutprior notice.
Services – Means theVirtual Currency invoicing solution provided by Perpolis in accordance withthese 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 inconnection with an invoice is converted into the Settlement Currency and theresulting amount, after any applicable fees or deductions, is remitted to the Merchant’snominated bank account, wallet, or other destination as agreed in writingbetween the parties.
SettlementCurrency – 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.
ThirdParty Software – Means (1) Flux, the invoicing solution software forwhich Perpolis has a license to use, (2) the Flux over-the-counter (OTC) Virtual Currency trading software; and/ orotherwise provide access to Third Party Software to its Merchants as part ofPerpolis' business offerings.
Order– means a request submitted by the Merchant to Perpolisfor an individual transaction for Services in accordance with this Agreement.
VirtualCurrency(ies) – A digital asset used for trading, payments, or investmentpurposes, distinct from Fiat currencies, securities, and other financialassets. The list of Virtual Currenciesaccepted by Perpolis is available on the Website.
Website – shallmean https://perpolis.fluxpayments.tech, and anyother related website related to the Services on offer to you.
Wallet – Athird-party digital wallet designated for storing Virtual currency on behalf ofthe Merchant.
1. General
InvoicingServices
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 youdisagree with any part of these Terms, do not proceed with creating an Account.
By creatingan Account and using the Services, you authorise Perpolis to act as your agentand to take any and all actions that Perpolis deems as necessary or desirableto provide the Services in accordance with these Terms and the applicable lawsand regulation.
TradingServices
Enables the Merchantto exchange Fiat Currencies or VirtualCurrencies for other Virtual Currencies, as set out in Schedule 1;
We mayupdate 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 notifyyou by email or other means. The updated terms will take effect as soon as theyare published. If you continue using our Services after that, you agree to thechanges. If you don't agree to the changes, you must stop using our Services ordeactivate 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 isregistered as a Payment Service Providerwith the Bank of Canada under the Retail Payment Activities Act (Canada). [MOU3] [MOU4] [NM5] [MOU6]
During andfollowing the Transition Period, Perpolis is authorised to perform retailpayment activities in accordance with the applicable provisions of the Act,while its application remains under review by the Bank of Canada.
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-verificationcode 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 yourAccount is created, you will select a password to secure your Account. You aresolely responsible for maintaining the confidentiality of your account logininformation, including but not limited to your username, password, and anyother security credentials.
You must notdisclose your login information to any third party and shall take allreasonable 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 AccountInformation
You canaccess detailed information about your Account activity, including your ledger,transaction history, and settlement history, through your Account dashboard onthe Website. This information is regularly updated to provide you with acomprehensive overview of your Account status.
If youidentify any errors or discrepancies in your Account information, you mustnotify 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 toboth British Columbia, Canada and any other applicable regulations andinternational regulations aimed at preventing money laundering, terroristfinancing, 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 businessoperations), and the origins of their assets.
4.2. Onboarding KYC/KYBProcess
As part ofthe KYC process to create an Account, you will be required to provide allidentity and corporate documentation as applicable, as requested during theregistration process. You agree to keep this information current, and accurate,and provide an update within 10 days of any material changes to the informationyou provided.
We reservethe right to periodically verify the identity of you or the Representative andrequest additional documentation and data from you from time to time (includinginformation about citizenship, ownership structure, beneficial owners,founders, and/or board members).
Documentsmust be valid, and the data indicated on them must completely coincide with thedata that You have provided to Us. We shall assume that the document presentedby 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 relatedcosts.
If thesubmitted 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 OngoingCompliance Requests
We reservethe right to periodically request information and supporting documentationrelating to your activities, including but not limited to details concerningconnected persons, the purpose of transactions, and the lawful origin of yourassets or any assets used in connection with the Services. Such requests mayrelate 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 Customersmay need to undergo a verification process at the time of payment, depending onthe transaction amount, to ensure compliance with our AML/ATF obligations.
5. Representationsand 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 ofservice.
o All informationprovided to us, both presently and in the future, shall be true, accurate, andcomplete, and you shall promptly update and correct any information to maintainits accuracy and completeness.
o We may refuse toprovide the Services on the basis of a document certifying the right ofrepresentation, which does not explicitly and clearly reflect the Merchant’swill.
6. Perpolis’Obligations
o Perpolis does not takecustody of your Virtual Currencies or Fiat Currencies. Our Services are limitedto facilitating transactions and managing Virtual Currencies based on yourinstructions.
o We are obligated toreport any suspicious activity, including potential fraud or criminal activity,to the relevant regulatory authorities. This may include disclosing informationabout 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. TransactionLimits
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. ProhibitedUse 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.
ProhibitedUse
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.
RestrictedBusiness
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. ThirdParty 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. Terminationand 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 PaymentRequests: Toreceive payment in Virtual Currencies, you must first generate an Order throughthe Website. This can be accomplished by accessing the "Orders" tabwithin your Account dashboard and selecting the "New Order" option.
SettlementCurrency Selection: You will be prompted to specify the desiredsettlement amount and your preferred Settlement Currency (for example, but notlimited to: GBP, EUR, USD, CAD).The Virtual Currency shall be converted into yourchosen Settlement Currency by a third party over-the-counter service provider dulyauthorised and approved by Perpolis to provide such service.
OrderDetails: Toensure accurate and efficient processing of your Order, the followinginformation 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 andDelivery:
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.
OrderStatus: 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 relevantAML 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. TransactionStatuses
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;
· Pending: means theinvoice is awaiting payment from the End Customer and is within the due dateset by the Merchant;
· PastDue:The invoice is overdue based on the due date set by the Merchant;
13. Exceptionsto 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) Processingand 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) RefundEligibility: 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) OrderExecution: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) TransactionCancellation 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) RefundEligibility: 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 TransactionRequirement: To complete the original Order associated with the orphanpayment, you will need to initiate a new transaction within the specified timewindow.
Delayed Settlement
Perpolis reserves the right to delay settlement of funds orrestrict access to your account under the following circumstances; (a) If Perpolisneeds to conduct an internal investigation related to your account, or if thereis a pending dispute involving your account, we may temporarily delaysettlement or restrict access to funds to protect the integrity of theinvestigation or dispute resolution process. (b) Perpolis may be required bylaw, court order, or at the request of law enforcement agencies to delay settlementor restrict access to funds. This may include situations involving anti-moneylaundering (AML) or know your customer (KYC) compliance, fraud prevention, orother legal obligations.
In the event of a settlement delay or restriction, Perpoliswill make reasonable efforts to promptly inform you of the situation, unlessprohibited by law, court order, or law enforcement.
Perpolis will not be held liable for any damages or lossesincurred by you as a result of a settlement delay or restriction, provided thatsuch delay or restriction is implemented in accordance with the terms outlinedin this section.
Perpolis is committed to minimizing any disruptions to youraccess to funds and will strive to implement partial delays or restrictionswhenever possible, rather than imposing complete restrictions.
Once the underlying reasons for the settlement delay orrestriction have been resolved, Perpolis will promptly release the full amountof your funds without undue delay.
14. Privacyand Data Processing
To provide and improve our Services, we collect, use,store, and process your personal information in accordance with applicable dataprotection laws, including the UK General Data Protection Regulation (UK GDPR)and the Data Protection Act 2018.
Our Privacy Policy, available on our Website, details howwe collect, use, and disclose your information. You must review and understandthe Privacy Policy before accepting these Terms of Service. By accepting theseTerms of Service, you confirm that you have read, understood, and agree to bebound by the Privacy Policy.
We may disclose your information to third parties in thefollowing circumstances:
a) We may discloseinformation to comply with legal obligations, court orders, or requests fromlaw enforcement agencies. This may include disclosing information to theFinancial Conduct Authority (FCA), the National Crime Agency (NCA), or otherrelevant authorities.
b) We may shareinformation with trusted service providers who assist us in operating ourbusiness and providing the Services. These providers are contractuallyobligated to protect your information and only use it for the purposes wespecify.
c) We may discloseinformation to prevent fraud, money laundering, terrorist financing, or otherillegal activities. This may include sharing information with financialinstitutions, credit reference agencies, and other organizations involved infraud prevention.
We may record your communications with us, including phonecalls, emails, and chat messages. These recordings may be used for training,quality assurance, and to investigate complaints or disputes.
15. Complaints
EndCustomer Complaints: If we receive acomplaint from an End Customer and it relates to you or the purchasedgoods/services, we will send it to you for resolution.
Wereserve the right to terminate Merchant Accounts that receive, in ourreasonable opinion, excessive complaints.
Merchant Complaints:Merchants that wish to register complaints regarding our Services shouldcontact us via:
Website: www.perpolis.ca
Phone: +1-833-944-0590
E-mail: clientservices@Perpolis.ca
16. IntellectualProperty Rights
All copyrights,trademarks, patents, trade secrets and other Intellectual Property Rightsrelating to our Services and system, including the systems, platforms,software, and documentation provided by us to you are the property of Perpolisand you shall have no right or interest in them except for the right to accessand use them to use our Services under these Terms of Service.
You shall be prohibitedfrom reproducing, using, distributing, or modifying any Perpolis’ trademarks,text, images, videos, documents, or other content of Perpolis’.
17. Security and ServiceInterruptions
The Services may be temporarilysuspended, interrupted, or access restricted for various reasons, includingscheduled maintenance and unscheduled interruptions. Scheduled maintenanceincludes activities like routine system upkeep, software upgrades, or theimplementation of necessary security measures. Unscheduled interruptions mayoccur due to unforeseen circumstances, such as technical issues or securitybreaches, 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 willdiligently work to restore the service as quickly as possible.
Users are solelyresponsible for ensuring that all data and information transmitted through the PerpolisServices comply with all applicable laws, regulations, and legal requirementsgoverning communications networks and data transmission. This includes, but isnot limited to, data protection laws, intellectual property laws, and anti-spamregulations. Merchants are expected to understand and adhere to these legalobligations 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 selectedfor Settlement pursuant to your Settlement preferences. If you change your Settlementpreferences, those changes will be effective for Account ledger balances thatare received after the date of the change. Any Account ledger balances datingfrom before the preference change will settle pursuant to your pre-change Settlementpreferences.
Your Bank Account
Youmust provide us with written notice at least one business day prior to closingyour bank account. If you wish to continue to receive direct deposits, you mustprovide us with information for a substitute bank account. You are solelyliable for all fees and costs associated with your bank account and for alloverdrafts. You are also liable to us for any fees that we may incur based onyour provision of inaccurate information or instructions, or if Settlements areprocessed to closed bank accounts. You authorize us to initiate electroniccredits to your bank account at any time, asnecessary to process your transactions.
Wewill not be liable for any delays in receipt of funds or errors in bank accountentries caused by third parties, nor will we be liable or responsible for anyerrors 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 isavailable to Merchants located in Canada. If you wish to receive directdeposits, you must provide valid bank account information and keep suchinformation current. Each business day, we will send a direct deposit to yourbank account to clear out your accumulated Account ledger balance, providedthat 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 wirefees.
Settlementswill be initiated from a bank account held in the name of Perpolis or anotherfinancial institution or payments intermediary providing an account to or forthe benefit of Perpolis.
Material Risks of Virtual Currencies
Whilethere are material risks from accepting various forms of payments and Currencies(such as cash, other fiat currencies, network card payments, other proprietaryelectronic payments and alternative Virtual Currency payments), Perpolisdiscloses, 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 oraccidental transactions may not be recoverable;
d) Some Virtual Currency transactionsshall be deemed to be made when recorded on a public ledger, which is notnecessarily the date or time that the End Customer initiates the transaction;
e) The value of VirtualCurrencies may be derived from the continued willingness of market participantsto exchange Fiat Currency for Virtual Currencies, which may result in thepotential for permanent and total loss of value of a particular VirtualCurrency should the market for that Virtual Currency disappear;
f) There is no assurancethat 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 andunpredictability of the price of Virtual Currency relative to Fiat Currency mayresult 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
Perpolissettles the accumulated balance on your Account ledger if it is above theminimum amount defined for the Settlement Currency selected on the Dashboard.Please refer to our Website for informationrelated to minimum Settlement amounts and deposit frequency.
Fees
Merchant Fees
a) NetworkFees
Perpolis’Network Fees are fees incurred by Perpolis in aggregating received payments andcarrying out Settlements of such payments to Merchants. Network Fees are basedupon the Perpolis Fees that Perpolis incurs in providing its Services.Therefore, if the Perpolis Fees rise, Network Fees will also riseproportionately.
b) ProcessingFees
Perpolischarges you a Processing Fee for each Order successfully Settled through yourAccount. This Processing Fee is deducted from your Account ledger balances (netSettlements). Perpolis’ Processing Fee is listed for each Order in yourDashboard.
Wereserve the right to change our Processing Fee at any time, provided that notless than 30 days’ advance notice of such a change is provided to you. Yourcontinued use of the Services following the period of advance notice of the feechange constitutes your acceptance of such change.
Currentpricing information is provided on the Perpolis Website.
c) RefundFees on Successful Payments
Ifyou issue a full or partial refund on a successful payment, the Platform Feeused to send this refund will be deducted from and appear as a separate entryin your Account ledger after the refund is executed.
End Customer Fees
a) NetworkFees
VirtualCurrency transactions incur fees associated with each transaction. These NetworkFees are automatically created by Virtual Currency Wallets in order tobroadcast a transaction on a given blockchain network. The End Customer pays a PlatformFee in order to send Virtual Currencies from their Wallet to pay an Order.
TheseNetwork Fees are paid to Virtual Currency miners (and their operators) thatprocess transactions and maintain the respective network. Network Fees arevariable depending on network conditions and the desired confirmation speed forthe transaction. If a Virtual Currency network gets congested, the minimumrequired Platform Fee will be higher to ensure the transaction can be reliablyprocessed on the network. Using a lower-than-average miner fee can put a transactionat risk of slow confirmation or no confirmation at all therefore it is alwaysrecommended to choose the higher Platform Fee to ensure the likelihood of yourtransaction being successful.
Ifthe estimated amount of the Network Fee cost is more than U.S.$0.01, Perpolis shalllist the Network Fee on the Order and charges it as a separate fee to the EndCustomer.
b) RefundFees on Payment Exceptions
Ifan End Customer’s transaction ends up as a Payment Exception, Perpolis deductsthe corresponding Platform Fee used to return the payment to the End Customerfrom the total refund amount.
19. RefundPolicy
As a Merchant, you havethe flexibility to determine your own refund policy for goods and services soldto 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 issuerefunds based on either the original Currency of the goods or services or thevalue of the Virtual Currency used for payment. This allows you to align yourrefund policy with your business practices and customer expectations.
Refunds will beprocessed in the same Virtual Currency used by the End Customer to make theinitial payment. This ensures consistency and avoids unnecessary Currencyconversions.
If your Account balanceis insufficient to cover pending refund requests, Perpolis may require you todeposit additional funds to a designated bank account to facilitate the refundprocess.
Any Currencyconversions required during the refund process will be calculated using a spotrate determined by Perpolis. This ensures fair and transparent exchange ratesfor 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 notresponsible for the content or compliance of your refund policy. We recommendthat you consult with legal counsel to ensure your policy adheres to allapplicable laws and regulations.
For certain industriesor types of transactions, a refund policy may not be applicable or may besubject to specific legal requirements. It is your responsibility to understandand comply with any such requirements.
20. Indemnification
Youagree to indemnify Perpolis, its affiliated and related entities, and any ofits officers, directors, employees and agents from and against any claims,costs, losses, liabilities, damages, expenses and judgments of any and everykind (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 proceedinginstituted by a person or entity that arises or relates to any actual or allegedbreach of your representations, warranties, or obligations set forth in theseTerms.
21. NoWarranties
EXCEPTAS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SERVICES AND THE THIRD PARTYSOFTWARE ARE PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWNRISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THESERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOTWARRANT THAT THE SERVICES (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THATDEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOURREQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULARTIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOTENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICEOFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OURWEBSITE, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOUAND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.
22. Limitationof Liability
EXCEPTAS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANYINDIRECT, 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 ANDWHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENTWILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING,TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THESERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTIONWITH THE SERVICES OR THESE TERMS EXCEED THE FEES EARNED BY US IN CONNECTIONWITH YOUR USE OF THE SERVICES DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDINGTHE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OFLIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
23. Miscellaneous
Taxes
Youare solely responsible for determining any and all taxes assessed, incurred, orrequired to be collected, paid, or withheld for any reason in connection withthe use of the Services. You also are solely responsible for collecting,withholding, reporting, and remitting correct taxes to the appropriate taxauthorities. We are not obligated to nor will we determine whether taxes apply,nor calculate, collect, report, or remit any taxes to any tax authoritiesarising 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
Aparty’s failure to assert any right or provision in the Terms shall notconstitute a waiver of such right or provision, and no waiver of any term shallbe deemed a further or continuing waiver of such or other term.
Entire Agreement
TheTerms, including other of Perpolis’ terms referenced herein, represents theentire understanding between you and us. Headings are included for convenienceonly 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
TheAgreement shall be governed by and construed in accordance with the laws of theProvince of British Columbia, and the laws of Canada applicable to thatProvince. Any disputes, controversy or claims (including non-contractualdisputes or claims) arising out of, or relating to this Agreement shall besubject to the exclusive jurisdiction of the courts of British Columbia,Canada.
Force Majeure
Neitherparty will be liable for delays in processing or other non-performance causedby such events as fires, telecommunications, utility, or power failures,equipment failures, labor strife, riots, war, non-performance of our vendors orsuppliers, acts of God, pandemics, or other causes over which the respectiveparty has no reasonable control; provided that the party has proceduresreasonably suited to avoid the effects of such acts.
Confidentiality
Aparty’s “Confidential Information” is defined as any information of thedisclosing party, which: (a) if disclosed in a tangible form is marked as“Confidential” or “Proprietary” or if not so marked, should be reasonablyunderstood by the receiving party from the context of disclosure or from theinformation itself, to be confidential; (b) if disclosed orally or visually isdeclared to be confidential or, if not so declared, should be reasonablyunderstood by the receiving party from the context of disclosure or from theinformation itself to be confidential; or (c) is designated as ConfidentialInformation in these Terms. Confidential Information shall include withoutlimitation, information accessed via the Perpolis API, if any, technicalspecifications and processes of each party, and all Merchant data. Each partyshall hold the other party’s Confidential Information in confidence and shallnot disclose such Confidential Information to third parties nor use the otherparty’s Confidential Information for any purpose other than solely as requiredand necessary to perform its obligations under these Terms. Such restrictionsshall not apply to Confidential Information that: (a) is known by the recipientprior to the date of disclosure by the disclosing party; (b) becomes publiclyknown through no act or fault of the recipient; (c) is received by recipientfrom a third party without a restriction on disclosure or use; or (d) isindependently 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 partyrequests services from such affiliate and such affiliate shall be bound by thisSection. In the event Confidential Information is required to be disclosed by acourt, government agency, regulatory requirement, or similar disclosurerequirement, the party subject to such requirement shall promptly notify thedisclosing party upon learning of the existence or likely existence of suchrequirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment orprotective order covering any disclosed Confidential Information. The parties’respective obligations to maintain the confidentiality of information disclosedhereunder shall survive the expiration or termination of these Terms or untilsuch time as such information becomes public information through no fault ofthe receiving party.
Survival
Theterminationor expiry of these Terms shall not affect any rights, obligations, orliabilities of either Party that have accrued prior to such termination orexpiry, including the right to claim damages in respect of any breach existingat or before that date. Without prejudice to the foregoing, the provisions of Section5 (Representations and Warranties), Section 10 (Termination and AccountClosure), 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 otherprovision which by its nature is intended to survive termination or expiry,shall remain in full force and effect.
No Joint Venture or Agency
Nothingin these Terms is intended to, or shall be deemed to, establish any jointventure between the Parties, and other than the limited agency established inSection 1, nothing is intended to establish either Party as an agent of theother.
Schedule 1
Service Specific Terms - Trading Services
This Schedule is only applicable to the use of the Trading Services. Anycapitalized expressions defined in the Terms and used herein shall have themeaning set out in the Terms, unless otherwise specified in this Schedule.
1. Definitions
1.1 The following definitions shall apply in this Schedule:
Agency Fee – The charge imposed by Perpolis forthe provision of the Trading Services, calculated as a percentage of the Exchanged Amounts. [NM7] [MOU8] The specific Agency Fee percentage that shall beapplied by Perpolis shall be notified to the Merchant when a Trade Request is populated.
Exchanged Amounts – The finaltotal amount of the Virtual Currency remitted to theMerchant as a result of a completed Transaction.
Trade Request – A formpopulated and submitted by the Merchant to Perpolis on the Website to requestthe provision of the Trading Services.
Transaction – Anover-the-counter Virtual Currency exchange transaction between Perpolis and theMerchant, in accordance with an applicable accepted Trade Request.
2. Order Process
2.1 The provision of the Trading Services shall be subject tothe following process:
(a) Merchant shallinitially select the ‘Whitelist’ tab on the Website and enter the details ofthe Wallet address to which it wishes to receive the Exchanged Amounts. The Merchantshall be required to enter a 2FA code generated on their 2FA app in order forthe applicable Wallet address to be successfully added to their Account.
(b) Merchant shall select the ‘Trading’ tab on the Website andsubmit a Trade Request to Perpolis. Each Trade Request which shall indicate theamounts of the Currency that the Merchant wishes to sell, the exact amount thatis to be exchanged, and the Virtual Currency the Merchant wishes to purchase.Once the Merchant populates the relevant details on the Trade Request, theestimated amount of Virtual Currency that shall be received by the Merchant asa result of the trade, and the specific Agency Fee percentage that will becharged, shall be automatically displayed.
(c) The Merchant shall be required to enter a 2FA code generatedon their 2FA app in order for the Trade Request to be successfully submitted onthe Website.
(d) Upon the Merchant’s completion of 2FA, the Website shalldisplay the deposit instructions for the proposed Transaction. The depositinstructions shall specify Perpolis’s Virtual Currency Wallet address to whichMerchant’s funds that it is exchanging shall be deposited, and a timerindicating the timeframe by which the Merchant’s funds are required to bedeposited in order for the Trade Request to be accepted by Perpolis (“DepositWindow”).
(e) Once the Merchant makes payment of the amounts due withinthe Deposit Window in accordance with the applicable deposit instructions,Perpolis will validate that the funds have been properly received. UponPerpolis’s confirmation of the Merchant’s funds being received, the TradeRequest shall be deemed accepted by Perpolis.
(f) Perpolis shall use reasonable endeavours to exchange theMerchant’s Fiat Currency or Virtual Currency (as applicable) as soon ascommercially practicable once the Merchant’s funds are received in full intoPerpolis’ bank account or Wallet (as applicable).
(g) Once the fundsreceived from the Merchant are exchanged, Perpolis shall transfer (withoutfurther action required by the Merchant) the relevant Exchanged Amounts to theMerchant’s specified Wallet address, minus the applicable Agency Fee due.
(h) The Transaction will be deemed to be completed once theexchange of the relevant Currencies occurs between the Parties in accordancewith the accepted Trade Request.
3. General
3.1 The Merchant shall be solely responsible for any third-partytransaction fees that are incurred when the Merchant sends Virtual Currenciesor Fiat Currencies to Perpolis.
3.2 It is the sole responsibility of the Merchant to providecomplete and accurate instructions or information to Perpolis, even where theMerchant provides this verbally. The Merchant acknowledges that Perpolis willnot be liable for any error with respect to the information that the Merchantprovides in relation to the Trading Services, including, but not limited to theMerchant’s Wallet address. Failure to provide Perpolis with a complete andaccurate Virtual Currency Wallet address information in connection with aTransaction may render Perpolis unable to deliver the applicable ExchangedAmounts, or may result in the delivery to the wrong Virtual Currency Walletaddress(es). Perpolis shall have no liability in the event such deliveredVirtual Currencies are unrecoverable.
3.3 It is the sole responsibility of the Merchant to ensure thatthe Merchant sends the total amount of the Currency it is selling to Perpolis’correct bank account or Wallet address, as notified to the Merchant as part ofthe funding instructions. If You send Fiat Currency or Virtual Currencies tothe wrong Wallet address or bank account in connection with a Transaction, Youacknowledge and agree that such funds may be unrecoverable.
3.4 Prior to Perpolis commencing the trading process, theMerchant must make payment of the amounts to be exchanged in cleared fundswithin the Deposit Window. If the Merchant does not provide the funds by theend of the applicable Deposit Window, or the Merchant has not completed therequired 2FA procedures, Perpolis may reject the Trade Request.
3.5 Perpolis will not be held liable for any fluctuations in thevalue of the Virtual Currencies requested to be exchanged due to the Merchant’sdelay in completing required 2FA procedures.
3.6 The Merchant acknowledges that all Trade Requests areirreversible once accepted by Perpolis, and may not be cancelled by theMerchant unless expressly provided otherwise herein.
3.7 If Perpolis has any reason to believe that a Trade Requestor any Transaction may be the result of or connected to any illegal orsuspicious activity or activity that poses increased risk to Perpolis, Perpolisreserves the right to (as applicable): (a) reject the relevant Trade Request;(b) withhold the Exchanged Amounts due to be transferred by the Merchant inconnection with a Transaction; (c) delay, suspend, or cancel such Transaction;and/or (d) take any appropriate action to further investigate or inform therelevant authorities.
3.8 The Merchant acknowledges that Perpolis has no control overthe timing of the deposits of Exchanged Amounts. On occasion, delays may occurdue to relevant checks and verifications carried out by a bank, exchangeplatform or any other applicable third party.
3.9 In the event of a processing delay where the market rate forthe Merchant’s assets has changed, Perpolis may reasonably decide to cancel theapplicable accepted Trade Request. Insuch event, Perpolis will immediately notify the Merchant, and if the Merchanthas already transferred the relevant funds to Perpolis, Perpolis will returnsuch funds to the Merchant’s bank account or Wallet within a reasonable period.
3.10 Title in the Currencies exchangedpursuant to an accepted Trade Request shall pass to the respective parties uponcompletion of the applicable Transaction.
3.11 In cases where the funds sent by theMerchant to Perpolis in connection with a Trade Request are insufficient tocover the agreed amount to be sold by the Merchant for the applicableTransaction, Perpolis may issue a refund of such funds. Perpolis reserves theright to charge an administration fee for any such reverse transaction.
