Version 1.1. Last updated: 2025-10-20

IMPORTANT NOTICES:

The Services described in these Terms are not currently available to residents of the Province of Quebec. If you are a resident of Quebec, you are not permitted to access or use the Services.

Terms of service

These terms of service, together with any policies published on our website from time to time (collectively, the “Terms”) constitute a legally binding agreement between you and/or the entity you represent (“you”) and Ditrax Financial Ltd (“we” or “us”) and govern all access to and use of the services described below or that we may offer from time to time (the “Services”). By opening or maintaining an account with us, submitting any request for a transaction or otherwise using the Services, you confirm that you have read, understood and agree to be bound by these Terms, as amended from time to time in accordance herewith. If you do not accept these Terms, do not access or use the Services.

1. About Us

We are a corporation existing under the laws of the Province of Ontario with our registered office at Unit 807D – 130 Spadina Avenue, Toronto, ON, M5V 2L4, Canada. We are registered with the Financial Transactions and Reports Analysis Centre of Canada as a money services business (MSB Reg. No. C100000639) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and with the Bank of Canada as a payment service provider under the Retail Payment Activities Act (Canada) (the “RPAA”). We also hold licences or registrations in other jurisdictions as required by applicable law.

2. Eligibility and On-Boarding

To use the Services you must:

1. be at least the age of majority in your jurisdiction of residence;
2. if an individual, act exclusively for your own benefit; if an entity, be duly incorporated, validly existing and represented by an authorized signatory with actual authority;
3. provide us complete, accurate, current and truthful information and promptly update such information upon any change;
4. satisfy all applicable know-your-client, anti-money laundering and sanctions-screening requirements; and
5. not have been previously suspended or terminated by us. We may refuse, suspend or terminate an account or a transaction for any reason, including failure to satisfy the foregoing requirements.

3. Our Services

We provide the following services to eligible clients:

1. fiat foreign-exchange services – spot purchase and sale of supported fiat currencies for settlement to you or to an approved beneficiary;
2. cryptocurrency off-boarding – spot sale of supported cryptocurrencies (“Cryptocurrencies”) in exchange for supported fiat currencies; and
3. payment processing and disbursements – domestic and international payment services, including acceptance, processing and remittance of funds to you or to an approved third-party beneficiary in accordance with your instructions. Other services may be offered by us from time to time and may be subject to supplemental terms.

4. Instructions and Execution

All instructions must be submitted by email or orally by telephone from the email address or phone number we have on file from time to time. Instructions sent by e-mail are considered received only when actually received and capable of being retrieved and reviewed from our e-mail systems. We do not guarantee that that such instructions will be acted upon unless we acknowledge receipt in writing to you. E-mails received by us outside of our business hours will be treated as received on our next business day. You acknowledge and agree that we:

1. may rely on such instructions that we reasonably believe to be authorized (and have no liability for acting thereon) without any obligation to take any further steps to validate, verify or substantiate the genuineness, accuracy or validity thereof; and
2. may use our discretion to determine which methods we do or do not use to validate such instructions or perform our other obligations and reserve the right (but have no obligation) to undertake additional procedures or require delivery of additional information (such as callbacks to an authorized contact) to validate such instructions, prior to acting upon such instructions. Instructions are final and irrevocable once received by us. You acknowledge that e-mail is inherently insecure and may be subject to interception, alteration, spoofing, impersonation, misrouting, loss and other failures, that e-mails may be sent from compromised accounts or domains, and that e-mail encryption is not required hereunder. You understand and agree that we have no duty to detect or prevent such risks other than as expressly set forth herein and you assume and are solely responsible for all risk, losses, liability or damages arising from or relating to the use of e-mail. Market volatility may cause rates to change between quotation and execution. We may add a spread and charge Fees. Fiat proceeds will be transferred to your account net of Fees.

5. Security

You are solely responsible for:

1. maintaining adequate security and exclusive control of all usernames, passwords, e-mail addresses, phone numbers (including those used for messaging), mobile phones, authentication devices and other credentials associated with your account (each, a “Device”);
2. ensuring that any such Device (including any Device used for multi-factor authentication, as applicable) is secure, not accessible by any unauthorized person and free from Viruses; and
3. immediately notifying us if you suspect unauthorized use or a security breach. Changes to Devices are effectively only upon our receipt of written notice thereof and we have had reasonable time to implement such changes. We will never ask you to reveal your password. All activities under your credentials or from a Device will be deemed to be authorized by you. We will maintain appropriate security measures to protect the Services. However, you acknowledge that security measures are not infallible and may be capable of circumvention and so we do not guarantee that the Services cannot be accessed by unauthorized persons who can circumvent such measures. We will not be liable for any such unauthorized access if we have adhered to such security measures.

6. Funding Your Account

You may credit your account with fiat funds by:

1. domestic electronic funds transfer or wire;
2. Interac e-Transfer,or
3. such other methods as we may approve in writing. If funds credited to your account are reversed, recalled or charged back for any reason, you authorize us to debit your account for such funds and invoice you for any shortfall plus applicable interest and costs of collection.

7. Use of Balances and Custody

Fiat funds are held in pooled, segregated accounts with Canadian or international financial institutions for the benefit of clients. You have a pro rata interest in the pooled account equal to your balance, subject to these Terms. We hold these funds in accordance with applicable law. In the event of our insolvency, bankruptcy, or dissolution, client funds held in such accounts are protected from claims by our creditors to the extent permitted by applicable law. We are required under the RPAA to safeguard client funds, maintain operational risk management and incident response procedures, and comply with all other requirements of the RPAA. We hold Cryptocurrencies delivered to us for sale through the custodial wallet of our service provider. Balances do not earn interest, and we may receive any interest or other earnings on such accounts.

8. Payments and Withdrawals

You are responsible for complete and accurate beneficiary details. We may rely solely on the details (including account numbers) you provide and have no obligation to further verify or validate such details. Payments may be routed through correspondent financial institutions and may be subject to their fees, deductions or delays. We may delay, suspend or reject a payment, withdrawal or performance of other instructions if we believe they are unauthorized, fraudulent, violates applicable law or these Terms, or reasonably necessary for risk management or compliance, or if required by our service providers, regulatory authorities or applicable law. We have no liability for any such delays, suspensions or rejections.

9. Prohibited Activities

You must not:

1. use the Services for unlawful, fraudulent, deceptive or manipulative purposes, including gambling, market manipulation, pump-and-dump schemes, sanctions violations, money laundering or terrorist financing;
2. interfere with or disrupt the Services (including any security measures) or attempt to gain unauthorized access;
3. act as an intermediary, broker or dealer or otherwise use the Services on behalf of any third party except an approved beneficiary;
4. engage in speculative trading, currency arbitrage or high-frequency trading;
5. violate these Terms, any of our applicable policies or applicable law;
6. modify, port, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any part of the Services or our website not provided or delivered in human readable form, or create derivative works based on, or any competitive or emulating software, service or solution using, the Services or our website;
7. transmit or otherwise use with the Services or our website any virus, malware or similar software or device (“Viruses”);
8. copy, frame or mirror any part of the Services or our website;
9. alter, manipulate or obscure the display or presentation of the Services or our website to you or to any third party in whole or in part, using means other than as facilitated through the Services itself, including through the use of overlays, filters or spawning of separate windows;
10. perform or simulate security probes, penetration testing, port scans, security breaches, denial of service attacks or any similar activity;
11. use any robot, spider, software, script or other automated equipment, device, process or means to access or use the Services or our website or to skim, extract, query, compile, process or display any data stored or information from the Services or our website, including any screen-scraping or similar technique; or
12. disrupt or interfere with any other person’s use or enjoyment of the Services or our website. We may report any suspicious activity to law-enforcement or regulatory authorities.

10. Fees, Rates and Taxes

Our current fees (“Fees”) are provided to you at the time your account is opened. Fees are exclusive of applicable taxes and you will pay or reimburse us for all applicable taxes, duties, levies or assessments that may be assessed in any jurisdiction. You are responsible for all third-party charges (such as correspondent banking fees or blockchain network fees).Exchange rates are based on prevailing wholesale or interbank rates plus a margin determined by us in our sole discretion. In periods of heightened market volatility we may apply an additional variable spread. You are solely responsible for determining, reporting and paying all taxes arising from your use of the Services. We do not provide tax advice and may withhold or report amounts where required by applicable law. All overdue amounts owed to us bear interest at the rate of 18% per year, calculated daily and payable monthly (equivalent to simple interest of 19.56% per year) from the date such amount is due until payment is received by us

11. Intellectual Property

All content, trademarks, software and technology used to provide or forming part of the Services (“Ditrax IP”) are the exclusive property of us or our licensors. We grant you a limited, revocable, non-exclusive, non-transferable licence to access and use Ditrax IP solely to utilise the Services in accordance with these Terms. You obtain no other rights, title or interest in or to the Ditrax IP.

12. Third-Party Services

The Services may integrate or rely on third-party banking networks, custodians, payment processors, blockchain networks, software or service providers, or messaging systems (“Third-Party Services”). We do not control Third-Party Services and are not liable for their acts or omissions. Your use of Third-Party Services may be subject to additional terms between you and the third party. You acknowledge and agree that we may use third-party service providers, to provide all or part of the Services, and that your information and transactions may be processed, stored, or transmitted by such third parties. We may change, suspend, or discontinue any Third-Party Service at any time without notice or liability.

13. Risk Disclosures

Use of the Services may expose you to certain risks, such as:

1. exchange rate fluctuations and market volatility;
2. regulatory changes or trade restrictions that may affect availability or legality of certain assets or transactions;
3. settlement delays, payment claw-backs or Cryptocurrency network congestion;
4. fraud, including impersonation or interception of beneficiary information; or
5. irreversible loss of Cryptocurrencies, including as a result of sending same to an incorrect or incompatible address. You acknowledge and accept all such risks and confirm that you have made an independent assessment of the suitability of the Services.

14. Warranties

You represent, warrant and covenant that at all times during your use of Services:

1. you have full power and authority to enter into and perform these Terms;
2. all information you provide is true, complete, current, accurate and not misleading;
3. you are the lawful owner of all funds and Cryptocurrencies involved in any transaction, free of liens and encumbrances; and
4. your use of the Services will not violate any law or regulation applicable to you, including anti-money laundering, anti-terrorist financing, and sanctions laws and regulations. The Services are provided “as is” and “as available”. We disclaim all representations, warranties and conditions, express or implied, including those of merchantability, fitness for a particular purpose, title, non-infringement and those arising from statute or in law or from a course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure or error-free. We do not provide investment, tax, or legal advice. You are solely responsible for determining the suitability of the Services for your needs.

15. Limitation of Liability

To the maximum extent permitted by law, we, our affiliates, service providers and their respective directors, officers, employees and agents (the “Ditrax Indemnitees”) shall not be liable for:

1. any indirect, incidental, special, consequential, punitive or exemplary damages;
2. loss of profits, revenue, business, goodwill, data or opportunity; or
3. any amounts exceeding, in the aggregate, the fees actually paid by you to us during the six months preceding the event giving rise to the claim. These limitations apply whether the claim arises in contract, tort (including negligence), equity, strict liability or otherwise, even if we have been advised of or could foresee the possibility of such damages. Certain jurisdictions do not allow the exclusion or limitation of certain warranties or damages; in such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

16. Indemnification

You agree to defend, indemnify and hold harmless the Ditrax Indemnitees from and against all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to:

1. your breach of these Terms or any other agreement with us;
2. your violation of applicable law or the rights of any third party; or
3. your use or misuse of the Services.

17. Confirmations and Statements

You must regularly review all confirmations and statements provided by us. You must notify us in writing of any unauthorized or erroneous transaction within 14 days of the earlier of

1. your receipt of the relevant confirmation or
2. the date the transaction appears in your records. Failure to provide timely notice may result in loss of any right to reverse or recover funds.

18. Suspension and Termination

We may at any time and without notice or liability:

1. suspend, restrict or terminate your account or access to any Service;
2. decline to process or cancel any pending transaction;
3. freeze or segregate funds or Cryptocurrencies; or
4. take any other action required for compliance, risk management or security. On termination, we will use commercially reasonable efforts to return any undisputed, unrestricted funds or Cryptocurrencies in accordance with your instructions, subject to applicable law, investigations, Fees and set-off rights. You may close your account at any time on written notice, subject to completion of all pending transactions and payment of outstanding obligations.

19. Data Protection

Personal information collected by us is handled in accordance with our privacy policy. You consent to such collection, use, retention and disclosure, including transfers outside your jurisdiction as described in the privacy policy.

20. Force Majeure

We shall not be liable for any delay or failure to perform resulting from events or circumstances beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, governmental action, labour disputes, failure of communications or power systems, or blockchain network failures.

21. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising from or related to these Terms or the Services are governed by the laws of the Province of Ontario without regard to conflict-of-laws principles. You irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.
Notwithstanding the foregoing, to the extent not prohibited by law:

1. you agree that any dispute arising out of or relating to these Terms or the Services will be resolved on an individual basis and not as part of a class, consolidated, or representative action; and
2. we may require that any dispute be resolved by final and binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario) and the rules of ADR Chambers. All participants will hold the content and result of any arbitration in confidence.

22. Changes

We may amend these Terms or Fees at any time. Unless required sooner by law or for security reasons, any changes will take effect 30 days after notice is provided by email or posting on our website. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms and/or Fees. If you do not agree, you must cease using the Services and close your account before the changes become effective. We may modify or remove Services from time to time in our sole discretion without notice or liability.

23. General

1. These Terms constitute the entire agreement between the parties and supersede all prior agreements, representations and understandings. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or otherwise, between you and us other than as expressly set forth in these Terms. You represent and warrant that you have not been induced to enter into these Terms by any other statement, representation or warranty not contained herein.
2. If any provision herein is determined invalid or unenforceable, the remaining provisions shall remain in full force.
3. You may not assign or transfer any rights or obligations without our prior written consent. We may assign or transfer these Terms or any interest herein without your consent.
4. No modification, amendment, addition to or waiver of any rights, obligations or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.
5. Neither the expiration nor the earlier termination of these Terms or your account will release you from any obligation or liability that accrued prior to such expiration or termination. Terms requiring performance or fulfilment after the expiration or earlier termination of these Terms or your account and any other provisions hereof, the nature and intent of which is to survive termination or expiration, will survive.
6. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to the use of electronic signatures and records in connection with your use of the Services.
7. Any demand, notice or other communication to be given to us shall be given in writing by mail to the address specified in Section 1 above or to such other address as we may advise you of from time to time, including through the Services or our website. Any demand, notice or other communication to be given to you may be given by mail or e-mail using the contact details we have on record or posted through the Services to your account or to our website. You consent to receiving all communications, agreements, notices and disclosures in electronic form, including by email to the primary address on file. You are responsible for maintaining an active, secure email account and regularly reviewing communications.
8. The division of these Terms into Sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of these Terms. The term “herein” and similar expressions refer to these Terms and not to any particular Section or portion hereof. Wherever in these Terms the context so requires, the singular number shall include the plural number and vice versa and any gender used shall be deemed to include the feminine, masculine or neuter gender and “person” shall include an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof. The word “includes” or any variation thereof and words of similar import mean “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.