Terms of Business

Welcome to KwiikPay ("we", "us", or "our"). These Terms of Business govern your access to and use of our website, applications, products and services (collectively, the "Services"), including our fiat currency and Digital Asset settlement Services. Please read these Terms carefully before using our Services. By accessing or using any part of the Services, you agree to be bound by these Terms.

Introduction

This is a contract between you and KWP Finance Limited (Trading as KwiikPay), a Money Service Business registered in Canada (registered office: 1900, 130 King Street West Toronto ON M5X 2A2), registered with the Bank of Canada under RPAA.

Definitions

• "Account" means a user account registered with KwiikPay to access the Services.
• "Applicable Law" means the laws relevant to the Services in the jurisdiction of the contracting entity, including those covering payments, Digital Assets, consumer protection, AML/CTF and electronic commerce.
• "Digital Asset" means any digital representation of value or rights that is transferred and stored electronically, including through cryptographically secured distributed ledger or similar technology, whether or not commonly referred to as "cryptocurrency", "virtual currency", "token", "stablecoin" or "crypto-asset", and supported by KwiikPay at its discretion.
• "External Wallet" means any Digital Asset address, wallet, custodial account, exchange account or other destination that is not controlled by KwiikPay, including your own wallet, a self-custodied wallet, or a third-party exchange or custodian.
• "Fiat Currency" means government-issued legal tender (e.g. GBP, EUR, USD).
• "High-Risk Jurisdiction" means a country or territory that KwiikPay classifies as requiring enhanced due diligence prior to onboarding or transacting, as set out in KwiikPay's Financial Crime Risk Appetite Statement.
• "Off-Platform Transfer" means the transfer of a Digital Asset from a wallet controlled by KwiikPay to any External Wallet, or between External Wallets, as described in Section 11.
• "Prohibited Jurisdiction" means a country or territory with which KwiikPay will not onboard or transact, as set out in KwiikPay's Financial Crime Risk Appetite Statement.
• "Safeguarded Funds" means Fiat Currency KwiikPay receives from you in connection with the provision of payment services, held in accordance with Section 12.
• "Services" means the payment, FX, stablecoin settlement and related offerings available at https://kwiikpay.io.
• "Third-Party Services" means a licensed bank, exchange, wallet provider, PSP, FX data provider or other service provider not controlled by KwiikPay.

1. Eligibility

By using the Services, you confirm that you are at least 18 years old (or the age of legal majority in your jurisdiction), capable of entering into a legally binding agreement, residing in a supported country, and willing to provide valid identification documents requested to meet KYC/AML requirements.

2. Digital Asset Risk Disclosure

Before using any Digital Asset Service, you should understand and accept the following:

• Digital Assets are high-risk. Prices can rise or fall rapidly, may become illiquid, and may fall to zero. No government or central bank guarantees or stabilises their value.
• You should be prepared to lose the entire value of any funds you commit to Digital Assets, and should carry out your own research before transacting.
• Digital Assets held or transacted through KwiikPay are not protected by any deposit protection or investor compensation scheme equivalent to those applicable to bank deposits.
• The legal and regulatory treatment of Digital Assets may change materially and without warning, and this may affect the availability, functionality or value of the Services.
• KwiikPay does not provide investment, legal, tax or financial advice, and nothing communicated by KwiikPay is a recommendation to transact.

By using our Digital Asset Services, you confirm that you understand and accept these risks.

3. Competitive rates

We strive to offer competitive exchange rates and may provide an adjustment when a verified rate is presented.

• Quote validity: competitor quotes must be valid and no older than one hour at the time of presenting to KwiikPay, excluding periods around high-impact news events.
• Maximum amount: a price-match applies to transfers up to £25,000 per transaction.
• Valid quote required: you must provide a valid, verifiable quote from a recognised regulated financial-services provider offering the same currency-pair transfer.
• Same transfer conditions: the competitor quote must be for the same transfer amount, currency pair and delivery method.

4. Account registration

To use the Services you must create an account in line with Know Your Customer (KYC) and Know Your Business (KYB) requirements and accept these Terms, providing valid identification documents as part of verification. You agree to: (a) provide accurate, current and complete information; (b) maintain the security of your credentials; and (c) notify us immediately of any unauthorised access to your account.

5. Use of Services

You agree to use the Services only for lawful purposes. You must not: (a) use the Services in any way that violates applicable laws or regulations; (b) attempt to gain unauthorised access to any part of the Services or systems; or (c) interfere with or disrupt the integrity or performance of the Services. Additional, Digital Asset-specific restrictions on the use of the Services are set out in Section 8 (Acceptable Use Policy).

6. Anti-Money Laundering Declarations

By accepting these Terms, you confirm, on a continuing basis, that:

• You and your beneficial owners are not subject to sanctions, are not on any PEP or watchlist maintained by a competent authority, and are not resident or incorporated in a jurisdiction KwiikPay classifies as Prohibited (see Section 7).
• Funds and Digital Assets you transfer to KwiikPay are legitimately sourced, free of liens, and not connected with money laundering, terrorist financing or any other financial crime.
• You will use the Services for your own account and not as an undisclosed agent for a third party.
• You have never deposited, withdrawn or transferred Monero (XMR), or any other privacy-enhancing or anonymity-enhancing Digital Asset, through KwiikPay's Services, and will not do so. This restriction reflects mandatory regulatory requirements (including FATF Travel Rule and MiCA guidance) and is not negotiable at any account tier.

7. Prohibited and High-Risk Jurisdictions

KwiikPay does not onboard or transact with customers located, incorporated or resident in a jurisdiction it classifies as Prohibited, and applies enhanced due diligence to customers connected with a jurisdiction it classifies as High-Risk. The current, full list is maintained in KwiikPay's Financial Crime Risk Appetite Statement at kwiikpay.io/legal/risk-appetite-statement/ and is updated from time to time as regulatory guidance changes.

8. Acceptable Use Policy

KwiikPay will not provide Services to, or maintain a relationship with, businesses connected with the sectors and activities below. This list reflects the requirements of KwiikPay's banking and liquidity partners and is not exhaustive; the current version is maintained in KwiikPay's Financial Crime Risk Appetite Statement.

• Arms and defence, including weapons, explosives and ammunition
• Illegal, unregulated or unlicensed gambling and gaming
• Unregulated or unlicensed Money Service Businesses, or unlicensed and unregulated exchanges (including Virtual Assets)
• Illegal sale or distribution of recreational drugs, Class A drug dealing, cartels, and CBD/cannabis-related businesses
• Unlicensed pharmaceuticals, hazardous or controlled chemicals, or precursor chemicals
• Research and development of pathogens
• Trafficking of cultural artefacts, wildlife or protected species, or human trafficking
• Environmental crime, and the adult industry

9. KwiikPay's Financial Crime Risk Appetite

KwiikPay maintains zero tolerance for money laundering, terrorist financing, sanctions breaches, fraud and related financial crime. KwiikPay's Financial Crime Risk Appetite Statement, published at kwiikpay.io/legal/risk-appetite-statement/ and amended from time to time, is incorporated into these Terms by reference and sets out the framework summarised in Sections 7 and 8 above in full.

10. Fees and payments

Some features may require applicable fees. If you use paid features, you agree to the pricing, payment terms and billing practices described at the time of purchase. All payments are non-refundable except where required by law.

11. Off-Platform Transfers and External Wallets

Once a Digital Asset is sent from a KwiikPay-controlled wallet to any External Wallet (an "Off-Platform Transfer"), the transfer is broadcast to a public blockchain network and cannot be recalled, frozen, reversed or corrected by KwiikPay.

• You are solely responsible for verifying the destination address and network (chain) before requesting or confirming any Off-Platform Transfer.
• You are solely responsible for the security and confidentiality of any private keys, seed phrases or credentials associated with your own wallets.
• KwiikPay is not liable for loss caused by an incorrect address, an unsupported or incorrect network, compromise of your credentials, or the insolvency, security breach or failure of any third-party wallet, exchange or custodian — in each case once the asset has left KwiikPay's infrastructure.

12. Client Funds Safeguarding

KwiikPay holds Fiat Currency it receives from you in dedicated safeguarding accounts with regulated financial institutions, segregated from KwiikPay's own corporate funds. KwiikPay does not use Safeguarded Funds for any purpose other than executing your payment instructions.

• If KwiikPay becomes insolvent, Safeguarded Funds are held on trust for customers and do not form part of the general assets available to KwiikPay's unsecured creditors.
• This safeguarding arrangement applies to Fiat Currency only. Digital Asset balances are not held under the same safeguarding framework, and you assume the custodial and network risks described in Section 11 and Section 2 in relation to Digital Assets.

13. Intellectual property

All content, trademarks, logos and intellectual property related to the Services are the property of KwiikPay or its licensors. You may not copy, reproduce, distribute or use any part of the Services without prior written permission. You shall not facilitate, conduct, permit or authorise any text or data mining or web scraping in relation to our website or Services.

14. Third-party services

The Services may include links or integrations with third-party services. We are not responsible for the content, functionality or practices of any third-party services. Use of such services is at your own risk and subject to their terms.

15. Disclaimers

The Services are provided on an "as-is" and "as-available" basis. We make no warranties about the accuracy, reliability or completeness of the Services. To the fullest extent permitted by law, we disclaim all warranties, express and implied.

16. Limitation of liability

To the maximum extent permitted by law, neither KwiikPay nor its directors, employees, contractors or agents shall be liable for any indirect, incidental, consequential or punitive damages, or for any loss of profits, revenue or data, arising out of or in connection with your use of the Services. KwiikPay shall not be liable for: loss of Digital Assets arising from an Off-Platform Transfer (see Section 11); Force Majeure events; damage from computer viruses or cyberattacks; loss, delay or unavailability of funds resulting from AML investigations or regulatory freezes; or losses arising from fraudulent or unauthorised actions of your employees, contractors or agents.

17. Operational resilience

KwiikPay implements and maintains operational-resilience measures in line with applicable regulations, including ICT management and business-continuity and incident-response procedures to protect the safety, security and integrity of its systems.

18. Indemnification

You agree to indemnify, defend and hold harmless KwiikPay and its affiliates, officers, directors and employees from any claims, liabilities, damages and expenses (including legal fees) arising out of your use of the Services or your violation of these Terms.

19. Termination

We reserve the right to suspend, freeze or terminate your access to the Services at any time, with or without notice, including for breach of these Terms, suspected fraudulent or illegal activity, or where required by applicable law or regulation.

If we suspend or terminate your Account under this Section, and unless we agree otherwise with you, you authorise KwiikPay to: (a) convert any remaining Digital Asset balance into a supported Fiat Currency or stable Digital Asset at the prevailing market rate available to KwiikPay at the time of conversion, net of applicable fees; and (b) withdraw the resulting balance to your nominated account or wallet. You waive any right to direct the timing, method or venue of this conversion, and accept that it may occur without further notice and may result in a gain or loss relative to earlier market prices, for which KwiikPay is not liable.

20. Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will provide notice via our website or email. Your continued use of the Services after changes take effect means you accept the updated Terms.

21. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

22. Taxes

We are not responsible for any taxes applicable to your transactions. You are responsible for determining, reporting, collecting, withholding and remitting the correct amount of taxes to the relevant authorities.

23. Data protection

We process personal information in accordance with applicable data-protection and anti-money-laundering laws. Please refer to our Privacy Policy and Cookie Policy for further information.

24. Complaints

Should you have any complaint or concern, please contact us at complaints@kwiikpay.io; we will acknowledge it within three business days. See our Complaints page for the full procedure.

25. Contact us

KWP Finance Limited ("KwiikPay")
Email: info@kwiikpay.io
Registered office: 1900, 130 King Street West Toronto ON M5X 2A2