Terms and conditions.

1. Overview of MTX Finance's Business

MTX Finance Ltd. ("Company", "we", "us", or "our") is a federally registered Money Services Business (MSB) in Canada. We provide financial services, including digital asset conversion and cross-border payment facilitation, to both individual and corporate clients ("Client", "you").

The Company does not provide services to sanctioned jurisdictions or high-risk prohibited countries and maintains a risk-based client acceptance policy.

The Company operates as a payment orchestrator, not a custodian of funds. We facilitate the movement and conversion of funds between Clients, their counterparties, and our network of regulated third-party partners.

The Company does not hold Client funds as deposits and does not operate as a deposit-taking institution. Client fiat funds used in connection with the Services are held in segregated settlement accounts maintained with regulated banking partners or Electronic Money Institutions (EMIs) solely for the purpose of executing transactions and facilitating settlement.

Where Clients are provided access to Named IBAN accounts, such accounts are issued and legally held by the regulated EMI Partner, which is responsible for safeguarding Client funds in accordance with applicable financial regulations. The Company does not assume custody of Client funds held in such accounts and does not provide deposit protection or banking services.

Funds may be temporarily controlled by the Company solely for the purposes of transaction execution, compliance review, fraud prevention, and settlement processing.

The Company may act either as principal counterparty or as a facilitator/agent, depending on the specific Service provided. Where digital asset or foreign exchange conversion services are performed, the Company may act as the principal counterparty to the transaction. Where payment services are provided through regulated Electronic Money Institutions (EMIs), acquiring banks, or payment institutions, the Company acts solely as an operational facilitator and technical intermediary and does not itself provide regulated payment services requiring separate licensing beyond its MSB registration.

All Services are provided strictly on an execution-only basis, and the Company does not provide advisory, brokerage, investment, or fiduciary services.

We currently offer the following Services to our Clients:

1. Fiat to Digital Asset Conversion (On-Ramp): The Company allows Clients to exchange fiat currency (EUR, USD, GBP, CAD) for supported Digital Assets (primarily USDC and USDT).
2. Digital Asset to Fiat Conversion (Off-Ramp): The Company allows Clients to exchange supported Digital Assets for fiat currency, with settlement to the Client's verified bank account.
3. Cross-Border Business and Personal Payments: The Company facilitates cross-border payments for Clients who need to transfer funds to beneficiaries in other countries for personal or business purposes.
4. Foreign Exchange (FX): The Company provides foreign currency conversion services (Fiat ↔ Fiat) for operational payment needs.
5. Named IBAN / Payment Account Services: The Company provides Clients access to named IBAN accounts issued by our regulated Electronic Money Institution (EMI) partners, for receiving and sending payments.
6. Payment Service Provider (PSP) & Acquiring Facilitation: The Company facilitates merchant settlement services, including consumer-to-business (C2B) payments, through partnerships with regulated third-party acquiring banks and EMIs.

At this time, all Clients must have a verified bank account. Transactions are funded via wire transfer or SEPA. The Company does not accept physical cash, cheques, or money orders.

The Company is not a bank and does not accept deposits as a deposit-taking institution. All regulated financial activities requiring safeguarding of funds are conducted by our licensed partners, including our regulated partners, in accordance with applicable laws including the Retail Payment Activities Act (Canada) where applicable.

2. Definitions

1. "Account" means the user account you must register to use the Services.
2. "Authorized Channels" means the official communication channels and systems expressly designated by the Company for submitting instructions.
3. "Beneficiary" means the intended recipient of a funds transfer initiated via the Services.
4. "Business Day" means a day on which banks are open for general business in Toronto, Canada.
5. "C2B Payment" means a transaction where an end consumer pays a Client for goods or services.
6. "Client", "you", "your" means (i) the individual, if the individual is using the Services for their personal use; or (ii) the corporation, partnership, or other legal entity on whose behalf the individual accepting these Terms is acting.
7. "Consumer" or "End Customer" means the third-party individual or entity transacting with a Client.
8. "Digital Asset" means a digital representation of value, including but not limited to stablecoins like USDC and USDT, and any other assets offered by the Company now or in the future.
9. "EMI Partner" means a regulated Electronic Money Institution or banking partner through which the Company holds settlement accounts or provides Named IBAN services.
10. "FINTRAC" means the Financial Transactions and Reports Analysis Centre of Canada.
11. "FX Service" means the service allowing Clients to exchange one fiat currency for another.
12. "Irrevocability Point" means the moment a transaction instruction is confirmed by the Client via the Authorized Channels and accepted by the Company, after which it cannot be cancelled or reversed.
13. "KYT" or "Know Your Transaction" means blockchain analytics screening performed on incoming Digital Asset transfers to assess risk and ensure compliance.
14. "Liquidity Partner" means a third-party exchange or platform used by the Company to facilitate digital asset conversions.
15. "Merchant" means a Client utilizing the C2B Payment Facilitation Service.
16. "Merchant Wallet Provider" means a third-party service provider that supplies merchant wallet infrastructure for collecting C2B Digital Asset payments.
17. "Money Laundering" includes money laundering and terrorist financing activities.
18. "Named IBAN Service" means the service providing Clients access to a dedicated IBAN account issued by our EMI Partner.
19. "On-Ramp Service" means the service for converting fiat currency to Digital Assets.
20. "Off-Ramp Service" means the service for converting Digital Assets to fiat currency.
21. "Parties" means you and us.
22. "Payment Instrument" means the method used by a Consumer to pay, including credit card, debit card, bank transfer, or Digital Asset.
23. "Payment Orchestrator" means the Company's role in coordinating and facilitating payment transactions across multiple regulated third-party partners without taking custody of Client funds.
24. "Privacy Statement" means our policy on the collection, use, and disclosure of personal and corporate information.
25. "Prohibited Businesses" means those categories of businesses, business practices, and sale items which are barred from using our Services, as described in Appendix A.
26. "Prohibited Uses" means the activities listed in Appendix A that you are not permitted to engage in through your Account or in connection with the Services.
27. "Representatives" means us and our affiliates, directors, officers, employees, agents, EMI partners, liquidity partners, merchant wallet providers, service providers, and licensors.
28. "RPAA" means the Retail Payment Activities Act (Canada) and associated regulations.
29. "Services" means all services described in Section 1 and any other services offered by the Company.
30. "Settlement" means the transfer of funds to a Client's nominated account following a transaction.
31. "Terms" means these Terms and Conditions of Use, including the Privacy Statement and Appendix A.
32. "Third-Party Acquirer" means the licensed financial institution that processes card payments on behalf of Merchants.
33. "our EMI Partner" means our regulated EMI partner providing IBAN and payment services.

3. Accepting These Terms

Please read these Terms before using the Services. If you do not agree to these Terms, you may not use the Services. When you use the Services, you represent and warrant that you have the legal capacity to form a binding contract with us and are doing so by your agreement to these Terms.

Please be aware that your consent to the electronic delivery of disclosures is required to open an Account or use any of the Services. If you are unable or unwilling to provide such consent, you will not be able to open an Account.

From time to time, and at our sole and absolute discretion, we may require you to agree to an amended version of these Terms by providing notice to you at least thirty (30) days in advance of effecting such amendment. If you do not agree with the amended version, you can choose to discontinue using the Services and close your Account before such amended version becomes effective. Continued use of our Services, after being provided with notification of updated Terms, constitutes an acceptance of the amended Terms and an agreement to be bound by them.

In order to use the Services, and prior to us opening your Account, you must first provide the required identification information, to our satisfaction, pursuant to our Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) compliance policy ("Anti-Money Laundering Policy"). You shall ensure that neither you nor any of your affiliates, customers, and/or partners are engaged in money laundering activities or any other illegal activities. You shall comply with applicable law in your jurisdiction, including the laws and regulations of Canada and all laws and regulations regarding anti-money laundering, counter-terrorist financing and the provision of payment-related services, and shall abide by the applicable law in the jurisdiction where Services are settled.

We have engaged third-party service providers to assist in verifying your identification information. To complete this process, we will share your personal information with those service providers. By accepting these Terms, you expressly consent to this sharing of your personal information, which will be handled in accordance with our Privacy Statement.

If you accept these Terms on behalf of a legal entity, you confirm that you are an authorized officer of that legal entity and have the authority to enter into agreements for and on behalf of that legal entity.

4. Privacy and Information Sharing

We respect your right to privacy. All information that we may collect via the Services is subject to our Privacy Statement, which is incorporated by reference into these Terms.

To comply with anti-money laundering and counter-terrorist financing laws, including the so-called 'Travel Rule', we may disclose certain information about you and your transactions (e.g., originator and beneficiary information) to other regulated financial institutions, our EMI Partner, our liquidity partners, merchant wallet providers, or virtual asset service providers involved in your transfers. We transmit such information using secure channels, which may include industry networks. By accepting these Terms, you expressly consent to this sharing of your personal information.

When you initiate transfers that involve other regulated virtual asset service providers or financial institutions, we are required by applicable anti-money laundering laws to include and share limited identifying information about the originator and beneficiary of the transfer with those counterparties. This may include your name, address and account or wallet identifiers and related transaction details. We send this information securely using trusted channels. Depending on the recipient, the counterparty may be located outside Canada. We remain responsible for the personal information we disclose and take reasonable steps, including contractual measures, to ensure that it is protected in accordance with Canadian privacy standards.

In respect of C2B Payments, you acknowledge that we may share limited information regarding your transactions with Third-Party Acquirers, payment networks, merchant wallet providers, and Consumer financial institutions to facilitate settlement and comply with applicable laws. If you are a Merchant, you are responsible for ensuring your Privacy Statement adequately discloses such data sharing to your Consumers.

5. Permitted Clients, Licenses and Compliance with Laws

You must be at least 18 years of age or older and the age of majority for using the Services in the jurisdiction in which you reside as of the time you use the Services.

The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited. Also, you will not engage in any Prohibited Businesses or Prohibited Uses stated within these Terms, as set out in Appendix A.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions administered by the United Nations, Canada, the United States, the European Union, or the United Kingdom.

You agree to abide by all applicable laws, including those related to anti-money laundering, sanctions, and data protection.

For C2B Payments, if you are a Merchant, you agree that your business and the goods or services you provide do not fall within any Prohibited Business category, and you will maintain appropriate records of all transactions with Consumers.

Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the Services, including the content therein and the services accessible through them solely for the purposes set out by the Services.

All rights not expressly granted to you are reserved by Company and, if applicable, its licensors.

Use of the Services may require internet and data access for which you shall be responsible and subject to your internet access provider terms and conditions of use.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications, or other such events like fires, power failures, labor strife, riots, war, and non-performance of our vendors or suppliers. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

6. Your Account and Representations

Some Services may only be available to you upon registration of your Account. By registering an Account, you make the following representations and warranties to the Company which are true and correct as of the date of the registration of the Account:

1. Age and Capacity: You are at least 18 years of age or older and have reached the age of majority required to use the Services in the jurisdiction where you reside as of the time you register with us.
2. Corporate Authority (if applicable): If you are accepting these Terms on behalf of a legal entity, you are an authorized officer of that legal entity and have the authority to bind it.
3. Accuracy of Information: All information provided by you during the registration process is truthful, accurate, and complete.
4. Understanding of Technology: You have an understanding of Digital Assets and the blockchain technology that underlies them.
5. Financial Risk: You understand that Digital Asset markets are highly volatile and that there is an element of risk in using the Services. You are willing to accept the risks associated with such markets and the potential for loss and affirm that you can afford to lose all amounts used to purchase Digital Assets through the Services.
6. No Conflicts: You represent and warrant that your registration and your use of the Services do not violate any legal agreement to which you are a party or any rights of any third party.
7. Sanctions Compliance: You are not located in, under the control of, or a national or resident of any country subject to international government sanctions or embargoes.
8. No History of Fraud: You have not previously been suspended or removed from the Service or any other financial service and have no history of fraudulent activity.
9. Financial Solvency: You represent and warrant that you are not insolvent and have not recently filed for bankruptcy or similar protection from creditors.
10. Legal Purpose: You represent and warrant that the funds used to fund the Account are not derived from illegal activities; you will not use the Services to conduct any illegal activity or engage in any fraudulent financial practices.
11. Consumer Disclosure (for Merchants): If you are a Merchant, you agree to provide clear and accurate disclosure to your Consumers regarding pricing, refund policies, and delivery of goods/services. You are solely responsible for managing Consumer disputes, refunds, and chargebacks.

You acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness including, without limitation, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying information against third party databases or through other sources.

As a registered Client, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current and complete.

The Representatives will rely on the information you provide. It is your responsibility to ensure that the information you provide is true, accurate, current and complete. You will be responsible for any and all loss, damage, or additional costs that the Representatives or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the Services.

You acknowledge that you are solely responsible for maintaining the confidentiality of your Account credentials (including any usernames, passwords or security tokens created or provided) and that you will be responsible for any loss resulting from any unauthorized use of your Account. You agree to immediately notify us of any unauthorized use of your Account.

From time to time, we may also require you to provide further information as a condition for continued use of the Services to confirm your identity and the purpose of using our Services. Failure to do so will likely result in the termination of your Account with the Company.

You can cancel your Account at any time by contacting us. We reserve the right to maintain your account registration information after you close your Account for business and regulatory compliance purposes.

You may register only one Account. If you open additional Accounts, we reserve the right to immediately close such additional Accounts.

7. Services and Money Flow

Liquidity Providers

Digital asset conversions and foreign exchange transactions executed through the Services may be performed through third-party liquidity providers, cryptocurrency exchanges, over-the-counter (OTC) trading counterparties, or market makers.

Execution prices and transaction timing may vary depending on market liquidity, trading conditions, network congestion, and volatility. The Company does not guarantee specific pricing, execution speed, or liquidity availability and reserves the right to delay, partially execute, or decline transactions where liquidity conditions are insufficient.

7.1 General Execution

All orders, instructions, wallet addresses, and any change requests must be submitted exclusively through the Authorized Channels. Instructions or change requests delivered by email, telephone, messaging applications, or other non-Authorized Channels are ineffective unless and until expressly acknowledged by us in the Authorized Channels. We have no obligation to monitor or act on off-platform communications and no liability for processing an order in accordance with the last effective instructions submitted via the Authorized Channels.

Your order becomes final, binding and irrevocable at the earlier of: (i) your confirmation of the order in the Authorized Channels; or (ii) our initiation, queuing or broadcast of any related Digital Asset transfer on a supported blockchain, or initiation of any corresponding fiat payment (the "Irrevocability Point"). Any change request, including a change to a destination wallet address or network, is only effective if submitted and acknowledged in the Authorized Channels before the Irrevocability Point. We may reject or disregard change requests submitted at or after the Irrevocability Point.

Our internal logs, records and timestamps in the Authorized Channels are conclusive evidence of timing (including the Irrevocability Point), absent manifest error. In the event of inconsistent communications, the most recent effective instructions acknowledged in the Authorized Channels before the Irrevocability Point will control.

Role of the Company: In all transactions, the Company acts as a payment orchestrator, not a custodian. This means we coordinate the movement of funds between Clients and our network of regulated third-party partners (including our regulated partners). While funds may pass momentarily through our settlement accounts with these partners for the sole purpose of executing a transaction, the Company does not hold Client funds for extended periods, does not pay interest on any funds, and does not act as a deposit-taking institution. All funds are processed and transmitted promptly in accordance with Client instructions.

7.2 Service 1: Fiat to Digital Asset Conversion (On-Ramp)

Option A — Direct Conversion: You send fiat currency to our designated settlement account held with our EMI Partner. Upon receipt and compliance clearance, we convert the fiat into the requested Digital Asset via our liquidity partners and transfer it directly to the verified external wallet address you provided. You are solely responsible for the accuracy of the destination wallet address.

Option B — Client Named IBAN Account with Conversion via a Liquidity Partner: This option allows Clients to leverage a named IBAN account issued by our EMI Partner for greater flexibility in funding transactions:

1. Client IBAN Account Setup: The Client may open a named IBAN account with our EMI Partner, subject to the EMI's own approval and compliance processes. This account is held and safeguarded by the EMI Partner, not by MTX Finance.
2. Funding the Client IBAN: The Client receives fiat currency (EUR, USD, GBP, CAD) from third-party sources (e.g., their customers, business partners, employers, or their own accounts) directly into their named IBAN account with our EMI Partner.
3. Instruction to MTX: When the Client wishes to convert these funds to Digital Assets, they provide instructions through the Authorized Channels for MTX to initiate the conversion.
4. Transfer to MTX Settlement Account: The Client instructs our EMI Partner to transfer the specified amount from their Client IBAN account to MTX's designated settlement account (also held with our EMI Partner). This transfer is a standard bank-to-bank transfer between two accounts at the same financial institution.
5. Conversion Execution: Upon receipt of the funds in MTX's settlement account, we perform compliance clearance and transmit the fiat funds to our liquidity partner for conversion into the requested Digital Asset (USDC or USDT).
6. Return and Delivery: Following the conversion of fiat currency into Digital Assets through the Company's designated liquidity venue (including accounts maintained with our liquidity partners or other approved trading counterparties), the obtained Digital Assets may be transferred directly from the exchange account to the Client's verified external wallet address.

Upon completion of the conversion and confirmation of asset availability, the Company will initiate the transfer of the Digital Assets to the destination wallet address provided by the Client through the Authorized Channels.

The Client is solely responsible for ensuring the accuracy of the destination wallet address. Digital Asset transfers on blockchain networks are generally irreversible once initiated, and the Company shall not be responsible for any loss resulting from incorrect wallet addresses or incompatible networks provided by the Client.

Important Notes on Custody:

• The Client's named IBAN account with our EMI Partner is held and safeguarded by the EMI Partner in accordance with applicable regulations, including the Retail Payment Activities Act (Canada) where applicable. MTX Finance has no access to or control over funds held in this account except when the Client explicitly instructs a transfer to MTX's settlement account.
• MTX holds the funds momentarily in its settlement account only for the purpose of executing the conversion transaction.
• MTX holds the Digital Assets momentarily only for the purpose of completing the transfer to your wallet.
• MTX does not act as a custodian and assumes no responsibility for the value of Digital Assets after transfer to your wallet.

7.3 Service 2: Digital Asset to Fiat Conversion (Off-Ramp)

Direct Conversion — Regulated Liquidity Provider Facilitated Conversion with KYT:

1. You transfer Digital Assets (USDC or USDT) to MTX's designated crypto wallet.
2. Upon receipt, we perform compliance screening, including Know Your Transaction (KYT) blockchain analytics to verify the source and legitimacy of the assets. This screening checks for: association with sanctioned wallets or entities; connection to illicit activity (darknet markets, ransomware, fraud); high-risk mixing or tumbling services; unusual transaction patterns.
3. If approved, we transmit the Digital Assets to our liquidity partner for conversion into fiat currency (EUR, USD, GBP, or CAD).
4. The fiat currency is returned to MTX's designated settlement account with our EMI Partner.
5. Upon confirmation of receipt, we initiate a fiat transfer to your verified bank account.

MTX reserves the right to reject, hold, or reverse any transaction that fails KYT screening, and may report suspicious transactions to FINTRAC as required by law. You acknowledge that KYT screening may delay transaction processing and that MTX has no liability for delays or rejections resulting from such screening.

Important Notes on Custody:

• MTX holds Digital Assets momentarily only for the purpose of performing compliance screening and facilitating conversion.
• MTX holds fiat currency momentarily only for the purpose of completing the transfer to your bank account.
• MTX does not act as a deposit-taker, does not pay interest on any funds held momentarily, and funds are not insured by any government deposit insurance program.
• The Company's role is limited to orchestrating the conversion and settlement through its regulated partners.

7.4 Service 3: Cross-Border Business and Personal Payments

Service Description: The Company facilitates cross-border payments for Clients who need to transfer funds to beneficiaries in other countries. This service enables both individuals and businesses to send money internationally for a variety of purposes, including:

• For Business Clients: Paying suppliers, contractors, subsidiaries, or other business counterparties located outside their home jurisdiction.
• For Individual Clients: Sending funds to family members, paying for overseas services, supporting international students, or any other lawful personal remittance needs.

Payment Execution: You provide payment instructions via the Authorized Channels, including:

• Beneficiary name and full bank account details (or other required payment information)
• Amount and currency of the payment
• Purpose of the payment
• Any reference information required by the beneficiary

We execute the payment using fiat rails through our regulated EMI Partner. These partners maintain relationships with corresponding banks around the world to facilitate international wire transfers (SWIFT) and regional payment schemes (SEPA, SEPA Instant, etc.).

Fund Flow — Option A (Standard Flow):

1. You transfer funds to MTX's designated settlement account with our EMI Partner.
2. Upon receipt and compliance clearance, we transmit the payment instruction and funds to the EMI Partner.
3. The EMI Partner executes the cross-border transfer through its banking network to the beneficiary's financial institution.
4. The beneficiary receives the funds in their local currency (subject to any conversion applied by the receiving bank).

Fund Flow — Option B (Using Client Named IBAN Account): If you maintain a named IBAN account with our EMI Partner, you have the flexibility to instruct the EMI Partner directly:

1. You hold funds in your named IBAN account with our EMI Partner.
2. You provide payment instructions to MTX through the Authorized Channels.
3. We facilitate the compliance review and coordinate with the EMI Partner.
4. You authorize our EMI Partner to execute the cross-border payment directly from your IBAN account to the beneficiary.
5. The payment flows directly from your account to the beneficiary without passing through MTX's settlement accounts.

Authorized Channels for Cross-Border Payments include:

• The Company's official Telegram communication channel (@otcmtxfinance) used for operational coordination and transaction instructions between the Client and authorized representatives of MTX Finance.
• The Company's official email address (otc@mtxfinance.com) used for submitting transaction requests, confirmations, and operational instructions.

Clients are responsible for ensuring that payment instructions are sent only through these Authorized Channels and that such instructions are provided by authorized representatives of the Client. The Company may request verification or confirmation of instructions where necessary for security, compliance, or operational reasons.

Processing Times: While some transfers, particularly within SEPA, may be completed within one Business Day, the end-to-end processing of cross-border payments can take up to three (3) to five (5) Business Days, depending on:

• The destination country and currency
• The payment method selected (SWIFT, SEPA, etc.)
• Banking cut-off times and holidays in both originating and receiving countries
• Compliance screening requirements
• Intermediary bank processing times

Transactions may be delayed or fail due to, among other things, compliance screening, fraud-prevention reviews, payment rail availability, or inaccurate, incomplete, or mismatched beneficiary information.

Role of the Company: MTX acts as a payment orchestrator in these transactions:

• We facilitate the connection between Clients and regulated EMI partners.
• We perform compliance screening on all transactions in accordance with FINTRAC requirements.
• We ensure payment instructions are properly formatted and transmitted.
• We monitor transactions for suspicious activity.

We do not hold funds for extended periods, and we do not act as a counterparty in the underlying transaction between you and your beneficiary. Our responsibility is limited to the proper transmission of your payment instruction and funds to the EMI Partner for execution.

Currency Conversion: If the payment requires currency conversion (e.g., sending EUR to a beneficiary who receives GBP), the conversion may be executed by:

• MTX through our liquidity partners prior to transmission (as described in Section 7.5); or
• The EMI Partner or its corresponding banking network; or
• The beneficiary's financial institution.

The exchange rate applied will be disclosed to you prior to your confirmation of the transaction.

7.5 Service 4: Foreign Exchange (FX)

Service Description: The Company provides foreign currency conversion services for Clients who need to convert funds from one fiat currency to another. This service is designed to support cross-border payments, supplier settlements, personal remittances, and other needs requiring currency conversion.

Typical Use Cases:

• A Canadian business needs to pay a European supplier in EUR but holds funds in CAD.
• An individual in the UK receives a payment in USD but needs to pay expenses in GBP.
• A Client with a multicurrency account wishes to consolidate funds into a single currency.
• An individual planning to travel or make a purchase in another currency.

Execution Process: You instruct us to convert an amount from one fiat currency to another through the Authorized Channels. The instruction includes:

• Source currency and amount
• Target currency
• Desired execution timeframe
• Desired beneficiary/own payment account

Foreign exchange transactions are executed through regulated financial institutions, liquidity providers, or market counterparties. Exchange rates may fluctuate rapidly due to market conditions and the rate displayed at the time of the transaction request may differ slightly at the time of execution.

Fund Flow — Option A (Standard Flow):

1. You transfer the source currency funds to MTX's designated settlement account with our EMI Partner.
2. Upon receipt and compliance clearance, we transmit the funds to our liquidity partner for conversion at the agreed exchange rate.
3. The liquidity partner returns the converted funds to MTX's settlement account in the target currency.
4. You may then instruct a cross-border payment to a beneficiary (as described in Section 7.4), transfer the funds to your own bank account, or use the funds for a digital asset purchase (as described in Section 7.2).

Fund Flow — Option B (Using Client Named IBAN Account): If you maintain a named IBAN account with our EMI Partner, you have additional flexibility:

1. You may hold multiple currencies in your multicurrency account with the EMI Partner.
2. You instruct MTX to arrange an FX conversion between your own currency accounts.
3. We coordinate with the EMI Partner and our liquidity partners to execute the conversion directly within your account structure.
4. The converted funds remain in your account with the EMI Partner, never passing through MTX's settlement accounts.

Exchange Rates:

• Exchange rates are provided by our liquidity partners plus a markup that will be disclosed to you.
• A quote will be provided via our Authorised Channels, showing the exact amount the recipient will receive or the amount that will be credited to your account, inclusive of all fees and the locked-in exchange rate.
• You will have a limited time (typically one minute) to lock in the quoted rate before it expires and must be refreshed.
• Rates can fluctuate rapidly and you acknowledge and agree that the rate agreed upon at the time of the transaction initiation may differ slightly at the time of settlement due to these fluctuations, though we strive to honor locked-in rates.

Important Notes:

• All FX transactions are executed for operational purposes only. The Company does not facilitate speculative trading or currency speculation.
• MTX does not act as a principal in FX transactions but rather orchestrates the conversion through regulated third parties.
• MTX holds funds momentarily only for the purpose of executing the conversion and delivering the proceeds to your nominated account.
• You acknowledge that you are solely responsible for determining any tax implications associated with your FX transactions.

7.6 Service 5: Named IBAN Accounts (via Regulated EMI Partners)

We provide you access to a named IBAN account issued and held by our regulated EMI Partner, subject to their approval. The EMI Partner legally holds and safeguards these funds in accordance with applicable regulations (including RPAA where applicable). Our role is limited to onboarding, compliance monitoring, and providing an operational interface.

Permitted Activities (if the EMI approves you for):

• Receive first-party transfers from your own other accounts
• Receive third-party payments from customers, clients, employers, or other senders
• Send SEPA and SWIFT transfers to beneficiaries
• Multicurrency accounts for pay-ins and pay-outs (holding and transacting in multiple currencies)
• Fund fiat-to-crypto conversion transactions (as described in Section 7.2)
• Fund cross-border payment transactions (as described in Section 7.4)
• Hold multiple currencies for operational flexibility

Fund Safeguarding: The EMI Partner is responsible for safeguarding your funds in accordance with applicable regulations. The Company is not a deposit-taker and has no direct custody of funds held in these accounts, but monitors all activity for compliance purposes. Funds held in these accounts are protected under the EMI's regulatory framework, which may include safeguarding requirements under RPAA or equivalent European regulations.

7.7 Service 6: Payment Service Provider (PSP) & Acquiring Facilitation

Overview: We facilitate merchant settlement services, including consumer-to-business (C2B) payments, through partnerships with regulated third-party acquirers, payment gateways, merchant wallet providers, and our EMI Partner and liquidity partner. We act as a facilitator for onboarding and settlement coordination. All acquiring, underwriting, and scheme compliance is performed by the licensed third-party acquirer.

Supported Payment Methods: Subject to approval, Merchants may accept:

• Card payments (Visa, Mastercard) processed by licensed acquirers
• Bank transfers (SEPA, SWIFT) via our EMI Partner
• Open banking payments
• Digital Asset payments (USDC, USDT) from Consumers via third-party merchant wallet providers
• Alternative payment methods (APMs)

Fund Flow — Card Payments:

1. A Consumer initiates a payment to the Merchant using a payment card.
2. The transaction is routed to and processed by the licensed Third-Party Acquirer.
3. The Acquirer settles the funds (net of applicable fees) to a designated settlement account with our EMI Partner.
4. Upon receipt of settlement funds, at the Merchant's direction, we will either transfer the fiat amount to the Merchant's nominated bank account, or convert the fiat amount to Digital Assets via our liquidity partner and transfer them to the Merchant's designated wallet.

Fund Flow — Digital Asset Payments:

1. A Consumer sends a Digital Asset payment from their wallet to a Merchant wallet address provided by a third-party merchant wallet provider.
2. The third-party merchant wallet provider collects the funds from Consumers on behalf of the Merchant. This provider is a regulated entity specializing in the receipt and safeguarding of Digital Asset payments.
3. The merchant wallet provider settles the funds (in Digital Assets or fiat, as applicable) to MTX's designated accounts.
4. Upon receipt, MTX performs compliance screening and, if applicable, conversion via our liquidity partner.
5. MTX then settles the final amount (in fiat or Digital Assets, at Merchant's direction) to the Merchant's nominated bank account or wallet.

Role of the Company: In C2B transactions, MTX acts solely as a payment orchestrator:

• We facilitate the connection between Merchants and regulated third-party providers (acquirers, merchant wallet providers).
• We perform compliance screening on transactions.
• We coordinate the settlement of funds between providers and merchants.
• We do not hold Consumer funds, do not process card transactions directly, and do not act as a counterparty to Consumers.

Merchant Responsibilities for Payments: As a Merchant accepting C2B payments, you agree to:

1. Consumer Terms: Maintain your own terms and conditions with your Consumers, including clear policies on refunds, returns, cancellations, and dispute resolution.
2. Chargebacks: Be solely liable for all chargebacks, reversals, and disputes initiated by Consumers. You authorize the Company and/or the Third-Party Acquirer to deduct the full amount of any chargeback, plus any associated fees, from your settlement funds or nominated bank account.
3. Refunds: Process refunds promptly in accordance with applicable law. Refunds may be deducted from future settlements.
4. Compliance: Ensure that your business, website, and products comply with all applicable laws and card scheme rules.
5. Information Security: Maintain appropriate data security standards (including PCI DSS compliance for card acceptance).

Settlement Timing: Settlement of Payments is subject to the cycles of the Third-Party Acquirer, merchant wallet provider, and banking partners. Standard settlement times range from 2 to 5 Business Days.

Reserve Requirements: To mitigate risk associated with chargebacks, the Company or the Third-Party Acquirer may, in its sole discretion, hold a rolling reserve (a portion of settlement funds) for a period determined by risk assessment. The terms of any reserve will be communicated to the Merchant.

No Liability for Consumer Conduct: The Company is not responsible for the acts or omissions of any Consumer, including failure to pay, fraud, or disputes regarding goods or services. The Merchant bears the full risk of non-payment and Consumer fraud.

8. Destination Addresses and Transfer Finality

You are solely responsible for ensuring any destination wallet address or bank account information you provide is accurate and capable of receiving the funds or assets. We are not responsible for any loss resulting from an incorrect, incompatible, or ineligible address, including addresses that are custodial, require additional identifiers, or cannot receive the Digital Asset you selected.

Transfers of Digital Assets on supported blockchains are irreversible once initiated. We have no ability or obligation to cancel, recall, reverse or retrieve Digital Assets after transmission to the destination wallet address provided by you. If you provide an incorrect or unintended address or later determine you do not have access to the address provided, you may permanently lose the Digital Assets. If, in our sole discretion, we attempt any recovery as a courtesy, you are responsible for all associated costs, we do not guarantee any recovery and we may require reasonable proof of ownership and additional information before attempting recovery.

You may only send Digital Assets to deposit addresses, and over blockchain networks, that are compatible with those Digital Assets. We maintain a list of supported Digital Assets and supported blockchain networks, which may be updated from time to time without notice. You must not (i) send any unsupported asset to any MTX-controlled address, (ii) transmit a supported Digital Asset over an unsupported blockchain network, or (iii) send any Digital Asset to a deposit address that we have not expressly designated for that specific Digital Asset or blockchain network. Any such transfer may result in a permanent loss of such asset(s). We are under no obligation to credit, return, convert or recover assets sent in error or in breach of these Terms, and we are not liable for any loss arising from such transfers.

For C2B Payments, once a transaction is settled by the Third-Party Acquirer or merchant wallet provider and funds are credited to your settlement account, the payment is final subject to chargeback rights as set forth in Section 7.7.

9. Fees

Fees for each Service are presented to you in the Authorized Channels prior to the Irrevocability Point. Unless otherwise stated, fees are exclusive of any applicable taxes, for which you are solely responsible. You authorize us to deduct applicable fees from the transaction amount.

For Payment Facilitation, fees may include:

• Transaction fees (percentage of transaction value)
• Fixed per-transaction fees
• Chargeback fees
• Monthly or annual account fees
• Currency conversion fees

All applicable fees will be disclosed in your fee schedule or service agreement.

10. Finality of Payments

You acknowledge and agree that: (i) all payments you make to the Company, including wire transfers, SEPA transfers, and any other electronic funds transfers we may permit from time to time, are final, non-cancellable, non-refundable, and non-reversible once initiated; (ii) you will not initiate, request, or assist in any chargeback, recall, reversal, clawback, stop payment, dispute, investigation or similar action with your financial institution or any intermediary in respect of any payment you send to the Company; and (iii) any refund, if provided, will be made solely in the Company's discretion, net of applicable fees.

If you or your financial institution initiates or effects any chargeback, recall, reversal, clawback, stop payment, dispute, or similar action contrary to this acknowledgement, you remain liable to the Company for the full amount of the original payment, any replacement funds remitted by the Company, any Digital Assets or fiat delivered, and all related costs, fees, assessments, interest, penalties, legal fees, and expenses.

For C2B Payments, you acknowledge that Consumers have the right to initiate chargebacks under card scheme rules, and you accept full liability for the same.

Nothing in this clause limits the Company's right to delay or decline a transaction for compliance, fraud prevention, or operational reasons.

11. Disclaimers

The Services do not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unauthorized or unlawful.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES OR CONDITIONS, LIABILITY, CERTAIN DAMAGES OR REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

THE SERVICES AND ANY DIGITAL ASSETS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

WE DO NOT WARRANT THAT C2B PAYMENTS WILL BE FREE FROM CHARGEBACKS OR FRAUD, AND WE DISCLAIM ALL LIABILITY RELATING TO CONSUMER CONDUCT, MERCHANT PRODUCTS, OR DISPUTES BETWEEN MERCHANT AND CONSUMER.

Digital Assets and Stablecoin Issuer Risk

Digital Assets used in connection with the Services may include stablecoins issued by third-party entities, including but not limited to USDC and USDT.

Such Digital Assets are issued and governed solely by their respective issuers and are not issued, guaranteed, or controlled by the Company. The Company makes no representation regarding the solvency, reserve backing, regulatory status, or operational reliability of any Digital Asset issuer.

The value, availability, or convertibility of Digital Assets may change due to market conditions, regulatory developments, issuer decisions, or technological factors, and the Company shall not be liable for losses arising from such changes.

Blockchain Network Risk

Transactions involving Digital Assets depend on the functioning of blockchain networks that are not controlled by the Company. These networks may experience delays, congestion, forks, outages, or other disruptions that may affect transaction execution, confirmation times, or asset availability. The Company is not responsible for losses resulting from such blockchain network events.

Technology and Cybersecurity Risk

The Services rely on internet connectivity, software systems, and third-party infrastructure. The Company cannot guarantee that the Services will always operate without interruption, delay, or error. Cyber-attacks, technical failures, or infrastructure disruptions may affect the availability or performance of the Services.

You are solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to your use of the Services, your breach of these Terms, your violation or infringement of the rights of others, or your violation of any applicable civil or criminal law.

Certain links on the Services may take you to other websites. We are not responsible for the content of any such linked pages.

No data transmission over the Internet can be guaranteed to be 100% secure and as a result, we cannot ensure or warrant the security of any information you transmit to us.

12. Limitations of Liability

UNDER NO CIRCUMSTANCES — INCLUDING NEGLIGENCE — SHALL COMPANY OR THE REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE USE OR THE INABILITY TO USE ANY DIGITAL ASSETS PURCHASED VIA THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES; OR (6) CHARGEBACKS OR DISPUTES WITH CONSUMERS, EVEN IF THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, INCLUDING EMIS, LIQUIDITY PARTNERS, ACQUIRERS, AND MERCHANT WALLET PROVIDERS.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company and the Representatives from any and all claims, losses, costs, damages, fines, penalties, liabilities and expenses (including reasonable legal fees) arising out of:

• Your use of the Services
• Your breach of these Terms
• Your violation of any law or the rights of a third party
• Any claim or dispute between you and a Consumer (including chargebacks, refunds, or product liability claims)
• Any breach of your obligations under card scheme rules

14. Right to Terminate

We may at any time without notice or liability decide to alter, amend, restrict, modify, or terminate the Services or any functionality or portion of the Services, all in our sole discretion.

If you breach any provision of these Terms, then you may no longer use the Services and you may have your Account cancelled. We, in our discretion, shall determine whether these Terms have been violated.

We reserve the right to suspend or cancel your Account without notice to you at any time for any reason, including if you are in default of your obligations with respect to the Services, suspicious activity, excessive chargebacks, failure of KYT screening, or to comply with a legal or regulatory directive (including under the RPAA).

Upon termination, all outstanding settlement funds (net of reserves, chargebacks, and fees) will be paid to you within a reasonable timeframe, subject to compliance with applicable laws.

15. Dispute Resolution

You and we agree that any dispute arising under or relating to your use of the Services or any action by us affecting your Account, can be resolved by binding arbitration if requested by either of us, instead of in court.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights, any dispute between you and the Company related in any way to, or arising in any way from, our Services or these Terms shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the Canadian Arbitration Association Arbitration Rules. The arbitration shall take place in Calgary, Alberta.

For disputes between Merchant and Consumer, the Company has no liability and shall not be a party to any such proceedings.

16. General Provisions

1. Governing Law: These Terms shall be governed by the laws of Canada and the laws of the Province in which the Company is incorporated or principally operates, without regard to conflict of law principles.
2. If any provision contained in these Terms is determined unenforceable, then such provision will be severed and the remaining provisions of these Terms will remain in full force and effect.
3. No waiver of any provision of these Terms shall be effective except pursuant to a written instrument signed by us.
4. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms.
5. You may not assign any right, interest, or benefit provided under these Terms without our express prior written consent, but may be assigned by the Company without restriction.
6. These Terms set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals.

17. Force Majeure

The Company shall not be liable for delays, failures, or interruptions in the performance of the Services resulting from events beyond its reasonable control, including but not limited to:

• Natural disasters
• Acts of government or regulatory authorities
• War or civil unrest
• Banking system outages
• Telecommunications failures
• Cyber incidents
• Blockchain network disruptions
• Liquidity provider failures

In such cases, the Company will use commercially reasonable efforts to resume Services as soon as practicable.

18. Contact Information

MTX Finance Ltd.

• By mail: office@mtxfinance.com
• By email: compliance@mtxfinance.com

Appendix A: Prohibited Businesses and Uses

The following categories of businesses, business practices, and sale items are barred from using our services ("Prohibited Businesses"). By opening an Account, you confirm that you will not use the Service to transact in connection with the following businesses, activities, practices, or items:

• Operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure, including but not limited to exchanges of Digital Assets, sales of money orders or traveler's checks, and escrow services
• Counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party
• Stolen goods
• Gambling, except where permitted by law
• Narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs
• Sports forecasting or odds-making, except where permitted by law
• Prostitution, except where permitted by law
• Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same
• Funding any of the items included on this Prohibited Businesses list
• Extortion, blackmail, or efforts to induce unearned payments
• Unlicensed sale of firearms and weapons, except where permitted by law
• Deceptive marketing practices
• Pyramid schemes or Ponzi schemes
• Any business that violates any law, statute, ordinance or regulation
• Acting in concert with others or through multiple Accounts that you control in order to circumvent per Account trading limits

You may not use your Account or the Services to engage in the following categories of activity ("Prohibited Use"). You confirm that you will not use your Account to do any of the following:

• Violating or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization
• Partake in a transaction which involves the proceeds of any unlawful activity
• Partake in any transaction involving online gambling, except where permitted by law
• Defraud or attempt to defraud us or our members
• Infringe our or any third party's intellectual property
• Provide false, inaccurate or misleading information
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure
• Interfere with another individual's or entity's access to or use of any part of the Services
• Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights of others
• Transmit or upload any viruses, Trojan horses, worms, or any other malicious programs
• Access the Service through programmatic means without authorization
• Act as a payment intermediary or aggregator or otherwise resell our Services, unless authorized by us in writing
• Transfer any rights granted to you by us to another party
• Use another user's password for any purpose
• Compromise Accounts, computer systems or networks connected to the Service through any means
• Use any Account other than the single Account created with your real identity (for individuals) or true corporate identity (for businesses)