Terms of Service

(Last updated: April 2026)

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 (herein after: “Merchant”, “you” or “your”).

These Terms 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 – The Merchant’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 British Columbia, Canada, on which banks are generally open for business.

Currency – Means the Fiat 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 of Service 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.

Processing Fee– A charge applied when Perpolis manually processes a transaction due to the Merchant’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, the UN, 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 the Virtual Currency invoicing solution provided by Perpolis in accordance with these Terms. Perpolis does not offer Virtual Currency custody nor is Perpolis a Virtual 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 the Merchant’s nominated bank account, wallet, or other destination as agreed in writing between the parties.

Settlement Currency – Means the Fiat 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.

Third Party Software – Means (1) Flux, the invoicing solution software for which Perpolis has a license to use, (2) the Flux over-the-counter (OTC) Virtual Currency trading software; and/ or otherwise provide access to Third Party Software to its Merchants 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://perpolis.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

Invoicing Services

Perpolis isa Virtual Currency Payment Services Provider that enables you to accept Virtual Currencies as a payment method in exchange for goods or services.

By creating an 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.

Trading Services

Enables the Merchant to exchange Fiat Currencies or Virtual Currencies for other Virtual Currencies, as set out in Schedule 1;

We may update these Terms or the Privacy Policy at any time. Any changes to these Terms 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 other agreements between you and Perpolis and the Privacy Policy, govern your use of the Service.

Perpolis has been granted a non-exclusive, non-transferable and limited license to use the Third-Party Software for the purposes outlined in these Terms.

2. Regulatory

Perpolis is subject to Canadian laws and regulations. This includes the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and the Retail Payment Activities Act (Canada).

Perpolis isa registered money services business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). As required by applicable laws and regulations, Perpolis maintains a comprehensive AML/ATF/Sanctions compliance program.

Perpolis is registered as a Payment Service Provider with the Bank of Canada under the Retail Payment Activities Act (Canada).

During and following the Transition Period, Perpolis is authorised to perform retail payment activities in accordance with the applicable provisions of the Act, while its application remains under review by the Bank of Canada.

3. Account and Registration

3.1. Creating an Account

To create an Account go to the Website and:

Perpolis may engage third-party service providers to facilitate identity verification, onboarding procedures, and related compliance requirements (“Compliance Services”). By using the Services, you consent to Perpolis disclosing and sharing any necessary personal and corporate information, including identification documents and registration details, with such third-party providers strictly for the purpose of performing these Compliance Services.Perpolis shall ensure that any third-party provider engaged complies with applicable data protection and confidentiality obligations.

The verification process may be conducted through communication channels designated by Perpolis or via digital identification methods through the applicable third-party service providers, at Perpolis’ sole discretion.

You expressly agree that we may collect, disclose, store and otherwise use your submitted personally identifiable information in accordance with our Privacy Policy 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 your Account with any third party is strictly prohibited. You acknowledge and agree that we shall not be liable for any loss or damage arising from any unauthorized use of your Account or any failure by you to maintain the confidentiality 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 fail to notify us of any errors within the specified 30-day timeframe, you are deemed to have irrevocably accepted the accuracy of your Account information, including your ledger, transaction history, and settlement history.

4. Know your 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 our Merchants, their associated parties, their activities (including business operations), and the origins of their assets.

4.2. Onboarding KYC/KYBProcess

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 may require that documents issued abroad be legalized or certified with an apostille unless prescribed otherwise in a treaty between the countries.

If documents are in a foreign language, We may require that the documents be translated into English or another language understandable to Us. The translation must be certified by a sworn translator. You shall bear the costs concerning the formalization, translation, certification of the documents, and other related costs.

If the submitted document does not meet Our requirements or We have doubts concerning its correctness, We shall have the right to suspend the Service(s) and require the submission of additional documents.

4.3. Periodic and Ongoing Compliance Requests

We reserve the right to periodically request information and supporting documentation relating to your activities, including but not limited to details concerning connected persons, the purpose of transactions, and the lawful origin of your assets or any assets used in connection with the Services. Such requests may relate to specific transactions or may be broader in scope, encompassing your overall business activities.

We reserve the right to request transaction-related documents from You (such as sales, lease, or supply agreements) and obtain details or documentation concerning the counterparty, the ultimate beneficiary, or any other party involved in the transaction.

We reserve the right to monitor how you utilise Perpolis’ Services.

We reserve the right to deny access to the Services (including refusing to process transactions) or impose temporary or permanent restrictions (such as partial or complete suspension of an Account, freezing of funds, imposing transaction limits, or modifying standard Limits). These actions may be taken particularly if the Merchant or an associated individual:

If Perpolis is unable to verify the Merchant within a reasonable timeframe, Perpolis reserves the right to decline your Account registration request or to disable your access to the Services.

Any End Customers may need to undergo a verification process at the time of payment, depending on the transaction amount, to ensure compliance with our AML/ATF obligations.

5. Representations and Warranties

You hereby represent and warrant to us as follows:

6. Perpolis’ Obligations

7. Transaction Limits

There may be daily, monthly, and yearly transaction limits for each Account established on the Website. Perpolis will implement and enforce these limits. Exceeding these limits, or requesting to exceed these limits may necessitate the provision of additional documentation and verification.

Increases to transaction limits will only be approved once all necessary documentation has been reviewed and the accuracy and authenticity of the provided information have been confirmed.

8. Prohibited Use and Restricted Business

As a condition of utilizing the Services, Merchants agree not to engage in any of the following activities. This list is non-exhaustive and may be updated at our sole discretion. If you are unsure whether a particular activity is prohibited, please contact us through your Account on the Website:

Prohibited Use

Merchants are prohibited from utilising the Services for the following categories of businesses, which are restricted due to legal, regulatory, or risk management considerations. If you are uncertain about whether your business falls under these restrictions, please contact us through your Account on the Website:

Restricted Business

Certain business activities require explicit authorization from Perpolis and may be subject to enhanced KYC/KYC, ongoing KYC/KYC requests, additional conditions, compliance reviews, make additional representations and warranties and operational restrictions. Users engaged in the following activities must seek prior approval and will only be allowed to transact as expressly authorised by Perpolis:

Failure to comply 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 Services may include links to third-party websites, mobile applications, or other external 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. Our inclusion of such links does not constitute an endorsement, nor do we assume any liability for interactions or transactions you may have with these external sites or applications.

10. Termination and Account Closure

You can terminate these Terms and close your Account at any time, for any reason.

Perpolis may close your Account for any reason with one month’s notice.

Notwithstanding the aforementioned, Perpolis may terminate these Terms and deactivate your Account immediately, without prior notice, upon the occurrence of any of the following events (collectively, “Termination Events”):

Upon termination of these Terms for any reason:

11. Virtual Currency Asset Payment Processing

Initiating Payment Requests: To receive payment in Virtual Currencies, you must first generate an Order through the 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 dulyauthorised and approved by Perpolis to provide such service.

Order Details: To ensure accurate and efficient processing of your Order, the following information is mandatory:

Order Generation and Delivery:

Order Status: An Order goes through several stages before it is considered fully settled:

a) The applicable transaction within the Order receives the required number of block confirmations on the blockchain, increasing its reliability and reducing the risk of reversal;

The number of block confirmations required for an Order tobe considered "fully confirmed" varies depending on several factors:

Perpolis utilizes various risk mitigation techniques through its third-party service providers to detect and prevent fraudulent payments:

a) Adherence to relevant AML and KYC regulations to mitigate the risk of prohibited or of illicit activities.

While you have the option to inform the End Customer that their payment has been accepted before Perpolis officially deems the Order"fully confirmed," you do so at your own risk. Perpolis is not liable for settling Orders that are not fully paid and complete, including those where you have prematurely acknowledged receipt of payment.

If you accept a payment before it is fully confirmed and credited to your Account ledger, and Perpolis subsequently determines the payment to be fraudulent, invalid, or otherwise compromised, we are not obligated to settle the funds to you.

12. Transaction Statuses

Your Account dashboard provides a comprehensive overview of your Orders and their current status. You can track the progress of each Order using the following transaction statuses (this list is not exhaustive):

13. Exceptions to Payments

A payment exception occurs when an Order is either underpaid or overpaid by the End Customer.

In the event of a payment exception, Perpolis will automatically notify the End Customer via email and/or SMS messaging. These notifications will include instructions on how to claim the underpayment or overpayment, as outlined in the following sections.

Overpayments

a) An overpayment occurs when you transmit an amount of Virtual Currency exceeding the amount required to execute your Order.

b) Processing and Refund: In the event of an overpayment, Perpolis will execute your Order based on the originally specified amount. The excess funds ("Overpayment Amount") will be identified, and you will be notified via 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 Refund Policy below. However, if the Overpayment Amount is less than or equal to the Refund Fee, no refund will be issued.

Underpayments

a) An underpayment occurs when you transmit an amount of Virtual Currency that is insufficient to cover the 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 extent possible based on the received amount of Virtual Currency. This means the final value of the transaction will be adjusted to reflect the reduced payment, after deducting the applicable Perpolis Fee and Bank Transfer Fee.

c) Notification: You will be notified via email regarding the adjusted transaction value and any implications of the underpayment.

Orphan Payments

a) An orphan payment occurs when we receive Virtual Currency related to an Order outside thespecified timeframe outlined in these Terms. This typically applies to time-sensitive transactions where the exchange rate is guaranteed for a specific period.

b) Transaction Cancellation and Refund: If an orphan payment occurs, the associated Order will be cancelled. You will be notified via email with instructions on how to request a refund for the orphan payment amount.

c) Refund Eligibility: Similar to overpayments, you are eligible for a refund of the orphan payment amount, subject to the deduction of applicable Refund Fees as outlined in the Refund Policy below. However, if the orphan payment amount is 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 orphan payment, 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 is 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 settlement or 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 howwe collect, use, and disclose your information. You must review and understand the Privacy Policy before accepting these Terms of Service. By accepting these Terms 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 the Financial 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.

We reserve 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 provide Merchants with clear and timely notifications regarding service interruptions.For scheduled maintenance, users will receive written notice at least five (5) Business Days 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

Perpolis will clear payments from your End Customers to you according to your Settlement preferences that you established in your Account. Perpolis shall endeavor to settle all transactions within two (2) Business Days of receipt of payment, subject to delays beyond Perpolis' reasonable control, including but not limited to delays caused by third parties.

An Account 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) Business Days 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 are not legal tender, are not backed by the government, and accounts and value balances are not subject to deposit insurance or securities protections;

b) Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currencies;

c) Transactions involving Virtual Currencies 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 Virtual Currency 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 to do so in the future and you are obliged to ensure that the recipient of any Order is accepting the Virtual Payment;

g) The volatility andunpredictability 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 Virtual Currencies 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) Network Fees

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 Perpolis Fees that Perpolis incurs in providing its Services.Therefore, if the Perpolis Fees rise, Network Fees will also rise proportionately.

b) Processing Fees

Perpolis charges you a Processing Fee for each Order successfully Settled through your Account. This Processing Fee is deducted from your Account ledger balances (net Settlements). Perpolis’ Processing Fee is listed for each Order in your Dashboard.

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) Refund Fees 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 entry in your Account ledger after the refund is executed.

End Customer Fees

a) Network Fees

Virtual Currency transactions incur fees associated with each transaction. These Network Fees are automatically created by Virtual Currency Wallets in order to broadcast a transaction on a given blockchain network. The End Customer pays a Platform Fee in order to send Virtual Currencies from their Wallet to pay an Order.

These Network Fees are paid to Virtual Currency miners (and their operators) that process transactions and maintain the respective network. Network 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.

Ifthe 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.

b) Refund Fees on Payment Exceptions

Ifan 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 solely responsible for establishing and disclosing a clear and comprehensive refund policy to your End Customers. This policy should outline the conditions under which refunds are offered, any applicable fees or restrictions, and the process for 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 these Terms.

21. No Warranties

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. Limitation of 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

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

You may 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.

Sever ability

Should any provision of the Terms be determined to be invalid or unenforceable under any law, regulation, or court order, such determination will not affect the validity or enforceability of any other provision of the Terms.

Waivers

Aparty’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

The Terms, 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

Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to each other electronically will be considered to be “in writing”. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Perpolis may send notices to you at the email and physical address that you submit in creating your Account. You may update these addresses through your Dashboard. Notices to Perpolis may be sent to Perpolis Ltd., 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

Aparty’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 Confidential Information 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 the Confidential Information. Notwithstanding the foregoing, a party may share Confidential 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

Theterminationor 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 (Intellectual Property 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.

Schedule 1

Service Specific Terms - Trading Services

This Schedule is only applicable to the use of the Trading Services. Any capitalized expressions defined in the Terms and used herein shall have the meaning 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 for the provision of the Trading Services, calculated as a percentage of the Exchanged Amounts. The specific Agency Fee percentage that shall be applied by Perpolis shall be notified to the Merchant when a Trade Request is populated.

Exchanged Amounts – The final total amount of the Virtual Currency remitted to the Merchant as a result of a completed Transaction.

Trade Request – A form populated and submitted by the Merchant to Perpolis on the Website to request the provision of the Trading Services.

Transaction – An over-the-counter Virtual Currency exchange transaction between Perpolis and the Merchant, in accordance with an applicable accepted Trade Request.

2. Order Process

2.1 The provision of the Trading Services shall be subject to the following process:

(a) Merchant shall initially select the ‘Whitelist’ tab on the Website and enter the details of the Wallet address to which it wishes to receive the Exchanged Amounts. The Merchant shall be required to enter a 2FA code generated on their 2FA app in order for the applicable Wallet address to be successfully added to their Account.

(b) Merchant shall select the ‘Trading’ tab on the Website and submit a Trade Request to Perpolis. Each Trade Request which shall indicate the amounts of the Currency that the Merchant wishes to sell, the exact amount that is to be exchanged, and the Virtual Currency the Merchant wishes to purchase.Once the Merchant populates the relevant details on the Trade Request, the estimated amount of Virtual Currency that shall be received by the Merchant asa result of the trade, and the specific Agency Fee percentage that will be charged, shall be automatically displayed.

(c) The Merchant shall be required to enter a 2FA code generated on their 2FA app in order for the Trade Request to be successfully submitted on the Website.

(d) Upon the Merchant’s completion of 2FA, the Website shall display the deposit instructions for the proposed Transaction. The deposit instructions shall specify Perpolis’s Virtual Currency Wallet address to which Merchant’s funds that it is exchanging shall be deposited, and a timer indicating the timeframe by which the Merchant’s funds are required to be deposited in order for the Trade Request to be accepted by Perpolis (“Deposit Window”).

(e) Once the Merchant makes payment of the amounts due within the Deposit Window in accordance with the applicable deposit instructions, Perpolis will validate that the funds have been properly received. Upon Perpolis’s confirmation of the Merchant’s funds being received, the Trade Request shall be deemed accepted by Perpolis.

(f) Perpolis shall use reasonable endeavours to exchange the Merchant’s Fiat Currency or Virtual Currency (as applicable) as soon as commercially practicable once the Merchant’s funds are received in full into Perpolis’ bank account or Wallet (as applicable).

(g) Once the funds received from the Merchant are exchanged, Perpolis shall transfer (without further action required by the Merchant) the relevant Exchanged Amounts to the Merchant’s specified Wallet address, minus the applicable Agency Fee due.

(h) The Transaction will be deemed to be completed once the exchange of the relevant Currencies occurs between the Parties in accordance with the accepted Trade Request.

3. General

3.1 The Merchant shall be solely responsible for any third-party transaction fees that are incurred when the Merchant sends Virtual Currencies or Fiat Currencies to Perpolis.

3.2 It is the sole responsibility of the Merchant to provide complete and accurate instructions or information to Perpolis, even where the Merchant provides this verbally. The Merchant acknowledges that Perpolis will not be liable for any error with respect to the information that the Merchant provides in relation to the Trading Services, including, but not limited to the Merchant’s Wallet address. Failure to provide Perpolis with a complete and accurate Virtual Currency Wallet address information in connection with a Transaction may render Perpolis unable to deliver the applicable Exchanged Amounts, or may result in the delivery to the wrong Virtual Currency Wallet address(es). Perpolis shall have no liability in the event such delivered Virtual Currencies are unrecoverable.

3.3 It is the sole responsibility of the Merchant to ensure that the 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 of the funding instructions. If You send Fiat Currency or Virtual Currencies to the wrong Wallet address or bank account in connection with a Transaction, You acknowledge and agree that such funds may be unrecoverable.

3.4 Prior to Perpolis commencing the trading process, the Merchant must make payment of the amounts to be exchanged in cleared funds within the Deposit Window. If the Merchant does not provide the funds by the end of the applicable Deposit Window, or the Merchant has not completed the required 2FA procedures, Perpolis may reject the Trade Request.

3.5 Perpolis will not be held liable for any fluctuations in the value of the Virtual Currencies requested to be exchanged due to the Merchant’s delay in completing required 2FA procedures.

3.6 The Merchant acknowledges that all Trade Requests are irreversible once accepted by Perpolis, and may not be cancelled by the Merchant unless expressly provided otherwise herein.

3.7 If Perpolis has any reason to believe that a Trade Request or any Transaction may be the result of or connected to any illegal or suspicious activity or activity that poses increased risk to Perpolis, Perpolis reserves the right to (as applicable): (a) reject the relevant Trade Request;(b) withhold the Exchanged Amounts due to be transferred by the Merchant in connection with a Transaction; (c) delay, suspend, or cancel such Transaction;and/or (d) take any appropriate action to further investigate or inform the relevant authorities.

3.8 The Merchant acknowledges that Perpolis has no control over the timing of the deposits of Exchanged Amounts. On occasion, delays may occur due to relevant checks and verifications carried out by a bank, exchange platform or any other applicable third party.

3.9 In the event of a processing delay where the market rate for the Merchant’s assets has changed, Perpolis may reasonably decide to cancel the applicable accepted Trade Request. In such event, Perpolis will immediately notify the Merchant, and if the Merchanthas already transferred the relevant funds to Perpolis, Perpolis will return such funds to the Merchant’s bank account or Wallet within a reasonable period.

3.10 Title in the Currencies exchanged pursuant to an accepted Trade Request shall pass to the respective parties upon completion of the applicable Transaction.

3.11 In cases where the funds sent by the Merchant to Perpolis in connection with a Trade Request are insufficient to cover the agreed amount to be sold by the Merchant for the applicable Transaction, Perpolis may issue a refund of such funds. Perpolis reserves the right to charge an administration fee for any such reverse transaction.

Back to main page