Last Updated: 18 June 2026
| IMPORTANT NOTICE Q500 Canada Inc. (“we” or “us” or “our” or “Bitpace”) provides business-to-business payment facilitation, conversion and settlement services for approved merchants. Bitpace may use supported Fiat currencies and Supported Crypto-Assets as operational payment and settlement rails. Each transaction is settled by delivery of the applicable Fiat amount or Supported Crypto-Asset, as applicable, to the wallet address, bank account, or payment destination specified in the Merchant’s transaction instructions. Bitpace is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) as a money services business. Registration with FINTRAC does not constitute approval or endorsement of Bitpace’s business by FINTRAC or any other regulator.THIS WEBSITE AND THE PRODUCTS AND SERVICES OFFERED BY BITPACE ARE INTENDED FOR WHOLESALE CUSTOMERS, BUSINESSES OR MERCHANTS ONLY (WE DO NOT OFFER PRODUCTS AND SERVICES TO RETAIL CLIENTS, END-CUSTOMERS/END-USERS OR CONSUMERS). IF YOU ARE A RETAIL CLIENT OR AN END-CUSTOMER/END-USER OF A MERCHANT, PLEASE BE AWARE THAT THESE STANDARD TERMS AND CONDITIONS DO NOT APPLY TO YOU, AND YOU SHOULD REFER TO THE TERMS AND CONDITIONS AND/OR YOUR LEGAL AGREEMENT(S) GOVERNING YOUR RELATIONSHIP WITH THE MERCHANT INSTEAD. PLEASE READ THESE STANDARD TERMS AND CONDITIONS, RISK WARNING AND PRIVACY POLICY CAREFULLY BEFORE USING THIS WEBSITE, THE SANDBOX ENVIRONMENT, OUR PRODUCTS OR SERVICES OR OPENING A PROFILE WITH US. BITPACE PROVIDES EXECUTION-ONLY TRANSACTION SERVICES ON AN IMMEDIATE-DELIVERY BASIS. BITPACE DOES NOT PROVIDE CUSTODY, SAFEKEEPING, STORAGE, HOSTED WALLET, CRYPTO-ASSET ACCOUNT, OR WITHDRAWAL SERVICES. NONE OF THE INFORMATION WE PROVIDE ON THIS WEBSITE OR IN THE SANDBOX ENVIRONMENT OR AS PART OF OUR PRODUCTS OR SERVICES IS OR SHOULD BE TREATED AS FINANCIAL ADVICE OR ADVICE OF ANY KIND. DEALING IN CRYPTO-ASSETS IS AT YOUR OWN RISK. IF YOU DO NOT AGREE TO THESE STANDARD TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE ANY USE OF THE WEBSITE, THE SANDBOX ENVIRONMENT AND THEIR SERVICES IMMEDIATELY. If anything is unclear, please contact our customer support team at [email protected]. |
1. Scope
1.1. These standard Terms and Conditions, including any schedule, appendix, accompanying documents, other legal notices and compliance statements contained in the Website or the sandbox environment, each as amended, restated, or supplemented from time to time (“Standard Terms”) cover the general and standard rules for using the Website – https://www.bitpace.com/ (including its subdomain(s) under this domain or subdirectories), our API(s) and related API documentation, as well as the rules for accessing and using our sandbox environment and our products and services (“Services”).
1.2. Reference to the Website shall include, unless the context otherwise requires, reference to our API(s), our app(s) and/or our platform(s). Unless otherwise stated, a reference to a person includes a legal or natural person, partnership, trust, company, government or local authority, department or other body (whether corporate or unincorporated); a statutory or regulatory body shall include its successors and any substituted body; an individual includes, where appropriate, their representatives; the singular includes the plural and vice versa; one gender includes all genders. Section or clause headings are for ease of reference only and do not affect these Standard Terms’ construction or interpretation.
1.3. For clarity, certain terms used in these Standard Terms are defined in Section 3, but you acknowledge that other terms may be defined elsewhere within these Standard Terms and should be interpreted accordingly.
1.4. The Services are made available solely to business customers acting in the course of business who meet the definition of a Merchant under these Standard Terms. The Services are not offered to, and must not be used by, consumers, retail clients, or end customers/end users of a Merchant.
1.5. End customers/end users of a Merchant do not become a party to these Standard Terms and have no rights against Bitpace under these Standard Terms. A Merchant remains solely responsible for its relationship with its end customers/end users and for its own consumer/retail compliance.
2. Bitpace, Our Services and How to Contact Us
2.1. https://www.bitpace.com/ is a website exclusively operated by Bitpace and our affiliates (each an entity under the same holding company as us, our “affiliates”) whose terms and conditions are provided on this website. The entity or entities operating this website may change from time to time, and any such entity shall be considered an operator unless a limitation is expressly stipulated in its corresponding terms and conditions.
2.2. The Website and Services are intended for use by Merchants approved by Bitpace. The availability of the Website and Services may be restricted in certain jurisdictions, and Bitpace does not represent that the Website, the sandbox environment, or the Services are appropriate or available for use in all locations. You are responsible for ensuring that your access and use of the Services complies with Applicable Law.
2.3. Our Services may include, subject to Bitpace’s approval, policies, risk controls and Applicable Law:
2.3.1. Facilitating merchant pay-ins and payouts;
2.3.2. Converting Fiat to Supported Crypto-Assets solely in connection with an approved payment, conversion or settlement transaction;
2.3.3. Converting Supported Crypto-Assets to Fiat solely in connection with an approved payment, conversion or settlement transaction;
2.3.4. Converting one Supported Crypto-Asset to another Supported Crypto-Asset solely in connection with an approved payment, conversion or settlement transaction; and
2.3.5. Effecting settlement to a Merchant-designated wallet address, bank account, payment destination or recipient in accordance with these Standard Terms.
2.4. No Custody or Hosted Wallet Service. Bitpace does not provide custody, safekeeping, storage, hosted wallet, crypto-asset account, or withdrawal services for Merchants under these Standard Terms. Bitpace may have limited, transient control of Fiat or Supported Crypto-Assets solely to the extent necessary to quote, execute, screen, process, transmit, confirm, cancel, refund, or settle a specific transaction by immediate Delivery in accordance with these Standard Terms and Applicable Law. Such limited, transient control does not constitute custody, safekeeping, storage, a hosted wallet, or an account service.
2.5. Commercial Purposes. We do not provide banking, deposit-taking, e-money issuance, or stored-value account services. Any Fiat payment functionality provided by Bitpace is ancillary to the execution and settlement of approved transactions and is subject to these Standard Terms, any separate agreement, and Applicable Law.
2.6. No Investment, Derivatives, Margin or Yield Services. The Services are limited to business payment facilitation, conversion and settlement services. Bitpace does not provide investment advice, portfolio management, brokerage, marketplace, exchange, clearing agency, margin, lending, staking, yield, financing, contracts for difference, swaps, forwards, options, rolling spot transactions, or other derivatives or investment products under these Standard Terms. Each transaction is intended to be a spot transaction for prompt settlement and not a leveraged, margined, financed or speculative transaction.
2.7. Inquiries. To contact us, please email us at [email protected].
2.8. Execution-Only. You acknowledge that Bitpace provides execution-only crypto-asset transaction services on an immediate delivery basis. This means that when a Transaction Instruction involves conversion of Fiat into Supported Crypto-Assets, settlement occurs by delivery of the full quantity of the applicable Supported Crypto-Asset to the Destination Wallet Address you designate in your Payment Instructions, and Delivery is complete only when the relevant transfer is recorded on the applicable Distributed Ledger such that you have the practical ability to use, transfer, or otherwise deal with the Supported Crypto-Asset without further involvement of Bitpace (subject only to normal blockchain constraints). Bitpace does not provide ongoing custody or safekeeping services for Supported Crypto-Assets purchased by you, other than any short, technical settlement window required to complete delivery. For certainty, a credit to an internal ledger, dashboard, account balance, register, or “position” maintained by Bitpace does not constitute delivery.
2.9. Bitpace does not provide you with an account for holding Fiat or crypto-assets. Any internal dashboard, status display, register, balance, or record maintained by Bitpace is for informational and operational purposes only and does not constitute delivery, settlement, custody, safekeeping, or the creation of any client asset account relationship.
3. Defined Terms
3.1. “API” means the application programming interface made available by Bitpace, together with any associated documentation or materials.
3.2. “Applicable Law” means all applicable laws, statutes, regulations, rules, regulatory requirements, and sanctions/AML/ATF/CPF obligations that apply to you or Bitpace in connection with these Standard Terms and other relevant agreement between Bitpace and a Merchant, the website, the sandbox environment, the API and/or the Services.
3.3. “Authorized User” means an employee, contractor, service provider, agent, representative, officer, or other authorized personnel of a Merchant who is permitted by that Merchant to access and use the website, sandbox environment, API and/or Services on the Merchant’s behalf.
3.4. “Auto-Sweep” means Bitpace’s operational process of transferring Fiat and/or Supported Crypto-Assets, in one or more batched transfers, to the Beneficiary Wallet (or other Destination Wallet Address permitted by Bitpace) to complete Delivery for one or more executed Transaction Instructions.
3.5. “Beneficiary Wallet” means the Destination Wallet Address pre-registered, verified (to the extent required by Applicable Law or Bitpace’s policies), and designated in the Merchant’s Standing Settlement Instructions as the default wallet for Merchant-Directed Settlement (including via Auto-Sweep).
3.6. “Change Request” has the meaning described in Section 7.5.
3.7. “Client-Controlled Wallet” means an external wallet address that is not hosted, maintained, or controlled by Bitpace or any Bitpace affiliate and that the Merchant represents is owned or controlled by the Merchant.
3.8. “Delivery” means, in respect of a Supported Crypto-Asset, the transfer of the full quantity of that Supported Crypto-Asset on the applicable Distributed Ledger to the Destination Wallet Address specified by the Merchant in the Payment Instructions (including Standing Settlement Instructions), such that the Merchant or Merchant-directed recipient, as applicable, has the practical ability to use, transfer, or otherwise deal with the Supported Crypto-Asset without further action by, consent from, or involvement of Bitpace or any Bitpace affiliate. For certainty, Delivery does not occur by an internal ledger entry, account credit, dashboard display, transaction status, register entry, confirmation screen, API response, email confirmation, or other internal record maintained or generated by Bitpace.
3.9. “Delivery Deadline” means the deadline for Delivery described in Section 12.2.
3.10. “Destination Wallet Address” means the Client-Controlled Wallet or Merchant-Directed Recipient Address specified by the Merchant before quote and execution (including under Standing Settlement Instructions), including the applicable network, destination tag, memo, or other identifier required for Delivery.
3.11. “Distributed Ledger” means the distributed ledger technology or blockchain network applicable to a Supported Crypto-Asset.
3.12. “DLT” means the distributed ledger technology as described in Section 16.
3.13. “Fiat” means government-issued currency that is designated as legal tender in its country of issuance, but only to the extent supported by Bitpace from time to time for use with the Services (including for purchase, sale, exchange, conversion and/or settlement), as identified on the website, the production environment and/or in Bitpace’s API documentation (as applicable). Fiat excludes any crypto-assets, including virtual currencies and stablecoins (irrespective of whether they are treated as distinct categories or sub-types of crypto-assets), or other digital assets. Bitpace may add, suspend or remove support for any Fiat currency or payment rail at any time in its discretion, including due to legal, regulatory, compliance, risk, liquidity, technical or operational considerations.
3.14. “Force Majeure” means the events described in Section 39.1.
3.15. “Merchant” means a business entity that has been approved by Bitpace as a client following completion of Bitpace’s onboarding procedures, including but not limited to Know-Your-Business (“KYB”) and AML/ATF/CPF procedures, and that uses the Services in the course of its commercial activities.
3.16. “Merchant-Directed Recipient Address” means an external wallet address specified by the Merchant in Pre-Quote Settlement Information for Delivery to a third-party recipient, beneficiary, supplier, customer, vendor, or other payee designated by the Merchant, where Bitpace has permitted such Delivery under these Standard Terms and its policies.
3.17. “Merchant-Directed Settlement” means settlement of an executed Transaction Instruction by Delivery of Supported Crypto-Assets or Fiat, as applicable, to a Destination Wallet Address, bank account, payment destination, or other recipient destination specified by the Merchant in Pre-Quote Settlement Information, including a Merchant-Directed Recipient Address.
3.18. “Original Consideration” means the Fiat amount or Supported Crypto-Asset amount actually received by Bitpace from you (or on your behalf) in respect of a specific transaction, excluding any non-refundable third-party network fees incurred in executing or settling that transaction.
3.19. “Payment Instructions” means the settlement instructions required to execute and settle a Transaction Instruction, including (at minimum) the Pre-Quote Settlement Information, and any other information reasonably required by Bitpace for execution, settlement, and compliance screening.
3.20. “Permitted Delay Circumstances” means circumstances that objectively prevent or materially impair Bitpace’s ability to complete Delivery within the ordinary immediate-delivery settlement window, despite Bitpace’s commercially reasonable operational efforts. Permitted Delay Circumstances are limited to:
3.20.1. sanctions, AML/ATF/CPF, Travel Rule (being the requirement to ensure that specified information is included with the information sent or received in an electronic funds transfer or virtual currency transfer as required under Canadian regulation), fraud, source-of-funds, source-of-wealth, wallet-screening, or other compliance screening or investigation required by Applicable Law or reasonably required under Bitpace’s written compliance policies;
3.20.2. a reasonable suspicion of fraud, compromised credentials, unauthorized access, erroneous Payment Instructions, stolen assets, scam activity, or attempted prohibited use;
3.20.3. objective Distributed Ledger constraints, including material network congestion, halted chain, protocol instability, reorganization, fork, validator disruption, smart-contract failure, or similar event that prevents or materially delays transmission or confirmation;
3.20.4. a material outage or degradation affecting Bitpace or a critical third-party service provider necessary to execute, screen, transmit, confirm, or settle the transaction;
3.20.5. any court order, governmental or regulatory directive, legal prohibition, or requirement of a competent authority; or
3.20.6. Force Majeure.
3.21. “Pre-Quote Settlement Information” means the complete settlement information required by Bitpace before providing a quote or accepting a Transaction Instruction, including the Destination Wallet Address, applicable network, Supported Crypto-Asset, any required destination tag, memo or similar identifier, recipient information where applicable, and any other information reasonably required for execution, settlement, sanctions screening, AML/ATF/CPF screening, Travel Rule compliance, fraud prevention, and operational validation.
3.22. “Reusable Routing Address” means a Distributed Ledger address, destination tag, memo, account identifier, or other routing identifier made available by Bitpace or its service provider for use by or on behalf of a Merchant to send Supported Crypto-Assets to Bitpace in connection with approved Transaction Instructions, and that may be used for more than one approved transaction, transaction type, Supported Crypto-Asset, network, or Merchant flow, as permitted by Bitpace. A Reusable Routing Address is controlled by Bitpace or its service provider and is provided solely for routing, screening, reconciliation, processing, and settlement purposes. A Reusable Routing Address does not constitute a wallet, hosted wallet, account, custody arrangement, storage service, asset-holding facility, client asset account, or property of the Merchant.
3.23. “Sanctioned Person” means any person or entity that is the subject of sanctions or listed on sanctions-related lists maintained by Canada (including under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law)), the United States, the United Kingdom, the European Union, the United Nations, or any other relevant authority applicable to you or Bitpace.
3.24. “Standing Settlement Instructions” means standing or persistent Payment Instructions provided by a Merchant and accepted by Bitpace for use across multiple Transaction Instructions (including the Beneficiary Wallet and any required network, destination tag/memo, and recipient information).
3.25. “Supported Crypto-Assets” means the crypto-assets that Bitpace supports from time to time, as identified on the website and/or in the production environment.
3.26. “Transaction Acceptance Time” means the time at which Bitpace confirms that a Transaction Instruction has been accepted for processing, including by issuing a transaction confirmation, API response, dashboard status, or other communication indicating that the Transaction Instruction has been accepted.
3.27. “Transaction Instruction” means an instruction submitted by a Merchant to make or receive a payment, or to convert Fiat or Supported Crypto-Assets, in each case solely in connection with an approved payment, conversion or settlement transaction and in the form and manner permitted by Bitpace from time to time.
3.28. “Travel Rule” means the Canadian AML information and recordkeeping requirements applicable to EFTs and virtual currency/crypto-asset transfers that require prescribed originator and beneficiary information to “travel” with a transfer and/or be collected, retained, and shared with relevant regulated counterparties, as required by Applicable Law and FINTRAC guidance.
3.29. “Website” means the current or future website or websites through which the Service are made available and related domains, subdomains, pages, APIs, dashboards, portals, and online environments operated, maintained, hosted, or supported by Bitpace, its affiliates, or third-party service providers in different jurisdictions.
4. Binding Contract
4.1. These Standard Terms constitute a legally binding contract between you and Bitpace. By using the Website or the sandbox environment and/or placing a Transaction Instruction or Instruction with us, and/or by ticking on and/or otherwise selecting and/or indicating that you have read and agreed to these Standard Terms, you unconditionally agree and confirm that you accept these Standard Terms and that you agree to comply and be bound by them.
4.2. If you are a Merchant customer, you may enter into a separate written agreement with Bitpace (including a merchant, partner, and/or OTC agreement) that governs additional commercial terms for the Services (including fees and any additional service-specific terms). These Standard Terms apply to your access to and use of the website, sandbox environment, APIs and, unless expressly varied in the separate written agreement, the Services. In the event of a conflict, the separate written agreement will prevail to the extent of the conflict.
4.3. If you are a Merchant, you may permit your Authorized User to access and use the website, sandbox environment, API and/or Services on your behalf. You are responsible for all acts and omissions of your Authorized Users as if they were your own, and you will ensure their compliance with these Standard Terms. An Authorized User’s access is conditioned on compliance with these Standard Terms.
4.4. The Merchant remains solely responsible for its internal policies and procedures with respect to delegating the use of our Services to the Authorized Users, and the Merchant acknowledges that it will be liable for any breach of these Standard Terms by its Authorized Users. Without derogating from the above, Bitpace will not be responsible or liable in any way in any instance of unauthorized access or use of the Authorized Users or any other third party using the Merchant’s access.
4.5. If you are only a visitor to the website and do not act as an employee or service provider for a merchant or have been given access to the sandbox, for the duration of your status as a visitor, you acknowledge and agree that:
4.5.1. the context of a section or a clause of these Standard Terms will determine whether that section or clause is or is not applicable to you; and
4.5.2. your use of this website as a visitor is strictly contingent upon your agreement to be bound by the most restrictive terms available among those of Bitpace and its affiliates, to the maximum extent permitted by applicable law.
5. Additional Terms and Onboarding
5.1. The following additional terms also apply to your use of our Services:
5.1.1. Our Privacy Policy
5.1.2. Our Risk Warning
5.2. Before allowing you to use our Services as a Merchant, you must successfully complete our onboarding process. This includes an application form (which may contain additional terms), necessary KYB/Know-Your-Client (“KYC”) and other compliance procedures aimed at preventing money laundering, terrorist financing, proliferation financing and sanctions breaches. To do this, and also to proceed with periodic reviews and continuous monitoring, we will request documents and information from you from time to time.
5.3. Bitpace is required to comply with applicable anti-money laundering (“AML”), anti-terrorist financing (“ATF”), counter-proliferation financing (“CPF”) and sanctions laws. As a result, Bitpace may be required to (and you agree that Bitpace may): (a) identify and verify you and persons connected to you (including beneficial owners, directors, officers and Authorized Users); (b) request information and documentation about you, your business, and your transactions; (c) conduct ongoing monitoring and screening; (d) delay, refuse, suspend, cancel or reverse (where practicable) a transaction or restrict access to the website/Services; and/or (e) make reports to, or cooperate with, regulators or law enforcement, in each case as required or permitted by Applicable Law.
5.4. In addition, a transaction, a specific service or a particular type of service profile provided by us to you may be subject to specific additional terms.
6. Changes to These Standard Terms
6.1. WE RESERVE THE RIGHT TO CHANGE OR MODIFY OR AMEND OR SUPPLEMENT, IN WHOLE OR IN PART, THESE STANDARD TERMS, OUR PRIVACY POLICY AND/OR OUR RISK WARNING, AND ANY ACCOMPANYING DOCUMENTS, ANY ADDITIONAL STANDARD TERMS AND/OR ANY OTHER LEGAL NOTICES AND COMPLIANCE STATEMENTS CONTAINED ON THIS WEBSITE AND/OR THE SANDBOX ENVIRONMENT AT ANY TIME (AND FROM TIME TO TIME) AND IN OUR SOLE DISCRETION UPON POSTING THE LAST UPDATED VERSION ON THIS WEBSITE AND/OR THE SANDBOX ENVIRONMENT OR AS OTHERWISE NOTIFIED TO YOU.
6.2. The last updated version will be effective immediately, save when the changes or modifications are material, or we are providing you with an ongoing service, in which case any material changes or modifications will be effective fifteen (15) days following posting of such last updated version on the Website; provided, no changes or modifications will apply retroactively. Unless otherwise agreed on in the separate agreement with you, you have the right to initiate termination of an ongoing service provided by us if you do not agree with the changes or modifications.
6.3. ALTHOUGH WE MAY SEND YOU ADDITIONAL NOTICE BY EMAIL, YOU WAIVE ANY RIGHT YOU MAY HAVE TO RECEIVE SUCH FURTHER NOTICE OR OTHER NOTICE OF SUCH CHANGES OR MODIFICATIONS.
6.4. YOUR CONTINUED USE OF THE WEBSITE AND/OR THE SANDBOX ENVIRONMENT AND/OR OUR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE STANDARD TERMS, OUR PRIVACY POLICY, RISK WARNING, ANY OF THE ACCOMPANYING DOCUMENTS, THE ADDITIONAL TERMS AND/OR ANY OTHER LEGAL NOTICES AND COMPLIANCE STATEMENTS CONTAINED ON THE WEBSITE AND THE SANDBOX ENVIRONMENT AS CHANGED OR MODIFIED.
7. Immediate Delivery
7.1. Before Bitpace provides a binding quote or executes a purchase of Supported Crypto-Assets, the Merchant must provide complete and accurate Pre-Quote Settlement Information, including the Destination Wallet Address for Delivery.
7.2. Subject only to the Permitted Delay Circumstances and Applicable Law, upon execution of a purchase Transaction Instruction, Bitpace’s obligation is to complete Delivery as soon as practicable by transferring the full quantity of the applicable Supported Crypto-Assets to the Destination Wallet Address in the applicable Payment Instructions, which may include Delivery to a Beneficiary Wallet through Auto-Sweep. Delivery is complete only when the Supported Crypto-Assets have been transferred on the applicable Distributed Ledger to the Destination Wallet Address such that the Merchant or Merchant-directed recipient, as applicable, has the practical ability to use, transfer, or otherwise deal with the Supported Crypto-Assets without further action by, consent from, or involvement of Bitpace or any Bitpace affiliate.
7.3. Bitpace does not satisfy its Delivery obligation by crediting an internal account, updating a dashboard, recording a balance, issuing a transaction status, or making Supported Crypto-Assets available for later withdrawal. Any dashboard, API response, confirmation, register, transaction history, or other record maintained by Bitpace is provided solely for informational, operational, reconciliation, compliance, and reporting purposes and does not constitute Delivery, custody, a wallet, an account, a balance, or an entitlement to withdraw.
7.4. You acknowledge and agree that:
7.4.1. immediate delivery is a core term of these Standard Terms, and you have requested that settlement occur by delivery of Supported Crypto-Assets to the Destination Wallet Address;
7.4.2. you must provide complete and accurate Payment Instructions at the time you submit a Transaction Instruction, and Bitpace will not accept a Transaction Instruction without them, subject to any changes as described below;
7.4.3. you are solely responsible for ensuring the Destination Wallet Address is correct and compatible with the relevant network and asset; and
7.4.4. delivery is not complete, and you do not acquire practical control of the Supported Crypto-Asset, until the transfer is recorded on the applicable Distributed Ledger;
7.4.5. you are not relying on Bitpace to provide custody, safekeeping, hosted wallet services, or any account for holding Fiat or crypto-assets.
7.5. Where the Merchant uses Standing Settlement Instructions (including a Beneficiary Wallet), the Merchant may request changes by providing revised instructions to Bitpace in writing (a “Change Request”). Bitpace will use commercially reasonable efforts to effect a Change Request; but the Merchant acknowledges that implementation may not be feasible due to (i) the status of execution or settlement (including where an Auto-Sweep batch has been initiated), (ii) compliance requirements, (iii) operational constraints, or (iv) Distributed Ledger/network constraints. A Change Request will be effective only when Bitpace confirms in writing that it has accepted and implemented the revised instructions, and (unless Bitpace expressly confirms otherwise) will apply only to Transaction Instructions accepted after such confirmation. Until confirmation is provided, Bitpace may process and complete Delivery in accordance with the then-current Payment Instructions/Standing Settlement Instructions.
7.6. The Merchant acknowledges that any Fiat or Supported Crypto-Assets received, held, or controlled by Bitpace prior to Delivery are held only on a limited, transient, transaction-processing basis for the purpose of screening, processing, transmission, and settlement (including batching and Auto-Sweep) and do not constitute a deposit, stored value, custody arrangement, hosted wallet, crypto-asset account, or any account relationship. Any internal dashboard, record, “balance,” or status is informational only and does not represent a Merchant entitlement to withdraw or a proprietary interest in any assets.
8. Representations and Warranties
8.1. You acknowledge, represent and warrant to us on the date of each use and/or transaction, that:
8.1.1. you are acting in a commercial or professional capacity, so you are acting in the course of business and not in a consumer capacity;
8.1.2. you are of legal age (at least 18 years old or of legal age in your resident jurisdiction, whichever is higher), have the full capacity or are otherwise competent to enter into these Standard Terms, are not under any legal disability with respect to, and/or are not subject to any law or regulation which prevents your adherence to or performance of your obligations under these Standard Terms or any transaction you carry on with us;
8.1.3. where you act on behalf of a Merchant, you have capacity and authority to bind the merchant that you represent, and the Merchant and you are in good standing and have all the necessary authority, powers, consents, licences and authorisation and have taken all the necessary action to enable the merchant and yourself to lawfully enter into and perform these Standard Terms and any transaction governed by them;
8.1.4. any information you provide to us is accurate and not misleading in any material respect, and you agree to keep such information updated and to provide information and documentation as required under Section 8.6;
8.1.5. in dealing with Bitpace, you act as principal and as sole beneficiary (but not as trustee or agent);
8.1.6. neither you nor (where applicable) any beneficial owner, director, officer, controlling person, Authorized User, or key counterparty is located in, organized in, or ordinarily resident in, any jurisdiction that is subject to comprehensive sanctions or embargoes applicable to you or Bitpace; and you will not use the website, sandbox environment, API or Services in a manner that would cause Bitpace to breach Applicable Law or sanctions obligations;
8.1.7. neither you nor any beneficial owner, director, officer, controlling person or Authorized User is a Sanctioned Person, and you will not use the website, sandbox environment, API or Services in a manner that would cause Bitpace to breach sanctions obligations under Applicable Law;
8.1.8. you have disclosed to Bitpace whether you, any beneficial owner, director, officer or controlling person is a Politically Exposed Person or is a close associate or family member of a Politically Exposed Person, and you agree to provide information reasonably requested by Bitpace for enhanced due diligence;
8.1.9. you have not relied on or been induced to enter into these Standard Terms by a representation other than those expressly set out in these Standard Terms; and that we will not be liable to you (in equity, contract or tort) for a representation other than a fraudulent misrepresentation that is not set out in these Standard Terms;
8.1.10. you are solely responsible for ascertaining whether any transaction entered into under these Standard Terms is lawful under the applicable laws, rules, procedures, guidance and regulations of the jurisdiction of your residence and that you comply with all laws, rules, procedures, guidance and regulations to which you are subject, including without limitation, related to tax, financial crime, sanctions, and export control laws;
8.1.11. you will not infringe the intellectual property rights of any third party;
8.1.12. you will not describe Bitpace as providing wallets, custody, account balances, stored value, or withdrawal services to you or your customers;
8.1.13. you will not make any statement to your customers that is inconsistent with the Standard Terms;
8.1.14. you will provide Bitpace with all information and documentation reasonably requested for KYC, AML/ATF/CPF, sanctions, Travel Rule, fraud prevention, transaction monitoring, wallet screening, audit, reporting, and regulatory purposes;
8.1.15. you will promptly notify Bitpace of any suspicious activity, unauthorized activity, erroneous Payment Instructions, compromised credentials, fraud, customer complaint, regulatory inquiry, or material change to its business, ownership, control, products, services, jurisdictions, websites, or compliance status;
8.1.16. you will refrain from taking any action that could potentially bring us or our business into disrepute or harm us; and
8.1.17. if you are based outside Canada, you represent that you have approached Bitpace at your own initiative and that your access and use complies with Applicable Laws.
8.2. Furthermore, you represent, warrant and undertake to be in compliance with all applicable laws and regulations, including, without limitation, such concerning consumer protection, crypto-assets activities, e-money licence, anti-money laundering, financial crime prevention, anti-bribery and corruption, export controls and any relevant economic sanctions programmes. We reserve the right to continue or cease any contractual relationship with you (or part thereof) if we reasonably consider you are not compliant with such applicable laws and regulations.
8.3. You authorize Bitpace, directly or through its affiliates, service providers, agents, credit reporting agencies, credit bureaus, identity verification providers, fraud prevention providers, sanctions screening providers, blockchain analytics providers, and other third-party compliance providers, to make any inquiries and obtain, collect, use, verify, disclose, and retain any information, reports, records, or confirmations that Bitpace reasonably considers necessary or advisable to: (a) verify the information and documentation provided to Bitpace; (b) verify your identity, corporate existence, beneficial ownership, directors, officers, Authorized Users, and other persons connected to you; (c) assess and manage fraud, financial crime, sanctions, AML/ATF/CPF, credit, counterparty, operational, and transactional risk; (d) determine your eligibility for, and continued access to, the Services; (e) establish, monitor, or revise transaction limits, settlement limits, risk ratings, or other controls; and (f) comply with Applicable Law and Bitpace’s internal compliance policies. Without limiting the foregoing, you authorize Bitpace and its service providers to obtain identity verification reports, business credit reports, consumer reports, credit bureau reports, fraud prevention reports, sanctions screening results, and similar information from credit reporting agencies, credit bureaus, public records, government databases, and other third-party sources, to the extent permitted by Applicable Law.
8.4. You acknowledge that Bitpace is required to comply with Applicable Law relating to anti-money laundering, anti-terrorist financing, counter-proliferation financing, and sanctions, including customer due diligence/KYC and ongoing monitoring requirements.
8.5. You represent, warrant and covenant that you have obtained, and will maintain, all notices, consents, authorizations and contractual rights required to collect, use, disclose and provide to Bitpace information relating to, Authorized Users, end customers, payors, payees, beneficiaries, recipients, wallet addresses, bank accounts, source of funds, source of crypto-assets, transaction purpose, invoices and supporting documentation, in each case as reasonably required for Bitpace to provide the Services, conduct AML/ATF/CPF and sanctions screening, comply with Travel Rule obligations, prevent fraud, complete transaction monitoring, and satisfy regulatory, banking, liquidity-provider and law-enforcement requirements.
8.6. You agree to provide Bitpace, promptly upon request, any information and documentation that Bitpace reasonably requests (or that Bitpace determines is required) to comply with Applicable Law and Bitpace’s compliance policies and procedures, including information and documentation relating to:
8.6.1. your identity and corporate existence;
8.6.2. your beneficial owners, directors, officers and controlling persons;
8.6.3. your Authorized Users and any persons acting on your behalf;
8.6.4. the detailed nature of your business, source of funds, source of wealth, and expected transaction activity;
8.6.5. counterparties, end customers/end users (where relevant), and the purpose of a transaction; and
8.6.6. wallet addresses, banking payment details, payment instruments, and any other information necessary to execute, screen, and settle a transaction.
8.7. You agree to keep all information provided to Bitpace current, complete and accurate and to promptly notify Bitpace of any material changes, including changes to ownership, control, business activities, jurisdictions of operation, or Authorized Users.
8.8. You acknowledge and agree that Bitpace may conduct screening (including sanctions and politically exposed person screening) and ongoing monitoring of your activity and may make inquiries directly or through third parties. You agree to cooperate with such inquiries and to provide further information as reasonably requested.
8.9. If you do not provide information or documentation requested by Bitpace, or if Bitpace reasonably determines that doing so is necessary to comply with Applicable Law or manage financial crime risk, Bitpace may (without liability to Bitpace) delay, refuse, suspend, restrict, cancel or reverse (where practicable) any transaction, and/or suspend or terminate your access to the website, sandbox environment, API and/or Services.
8.10. You acknowledge and agree that Bitpace may make reports to, and disclose information about you, your transactions and related activity to, FINTRAC and other governmental, regulatory or law enforcement authorities, and may cooperate with such authorities, in each case as required or permitted by Applicable Law. You further acknowledge that Bitpace may be prohibited from informing you that a report has been made or that an investigation is underway.
8.11. To the extent Bitpace is subject to the Retail Payment Activities Act, the Retail Payment Activities Regulations, or supervision by the Bank of Canada in connection with the Services, you agree to provide information, documentation and cooperation reasonably requested by Bitpace to comply with those obligations, including obligations relating to operational risk management, incident response, recordkeeping, reporting, safeguarding of end-user funds where applicable, and responses to regulatory or supervisory inquiries.
8.12. The Merchant acknowledges and agrees that:
8.12.1. Bitpace may be required by Applicable Law to collect information, conduct due diligence, and report to the Canada Revenue Agency (the “CRA”) and, through information-exchange arrangements, to foreign tax authorities in respect of the Merchant, its controlling persons, beneficial owners, Authorized Users, and transactions, including under (a) the OECD Crypto-Asset Reporting Framework (“CARF”) and any Canadian implementing legislation enacted under the Income Tax Act (Canada); (b) the OECD Common Reporting Standard (“CRS”) and Part XIX of the Income Tax Act (Canada); and (c) the U.S. Foreign Account Tax Compliance Act (“FATCA”), the Canada–U.S. Intergovernmental Agreement, and Part XVIII of the Income Tax Act (Canada), in each case to the extent applicable to Bitpace;
8.12.2. the Merchant will provide Bitpace, on request and within the time period Bitpace reasonably specifies, with self-certifications of tax residency, tax identification numbers, controlling-person information, beneficial-ownership information, and any other information or documentation Bitpace reasonably requires to satisfy its CARF, CRS, FATCA, or other tax-information-reporting obligations under Applicable Law;
8.12.3. the Merchant will promptly notify Bitpace of any change in circumstances that affects the accuracy or completeness of any self-certification or tax information previously provided, and will provide an updated self-certification within thirty (30) days of the change;
8.12.4. where required by Applicable Law, Bitpace may report information about the Merchant, its controlling persons, beneficial owners, Authorized Users, and transactions to the CRA, and the CRA may in turn exchange that information with foreign tax authorities in jurisdictions of which the Merchant or its controlling persons are tax residents; and
8.12.5. if the Merchant fails to provide requested self-certifications or tax documentation within the time period reasonably specified by Bitpace, Bitpace may (without liability) decline to onboard the Merchant, suspend or restrict the Merchant’s access to the Services, decline to execute or settle a Transaction Instruction, or terminate these Standard Terms in accordance with Section 34.
9. Risks
9.1. YOU ACKNOWLEDGE THAT USING CRYPTO-ASSETS AND BLOCKCHAIN-BASED SOLUTIONS, NETWORKS, WALLETS AND PROTOCOLS MAY INVOLVE SERIOUS RISKS. IT IS YOUR DUTY TO LEARN ABOUT ALL THESE RISKS. YOU SHOULD NOT USE OR DEAL WITH CRYPTO-ASSETS UNLESS YOU UNDERSTAND THE ASSOCIATED RISKS, WHICH INCLUDE (BUT ARE NOT LIMITED TO) VOLATILITY IN PRICES, THE POTENTIAL LOSS OF LIQUIDITY OR THE OVERALL GLOBAL DEMAND FOR CRYPTO-ASSETS, FORKS, POTENTIAL ISSUES WITH THE CRYPTOGRAPHY UNDERLYING THE CRYPTO-NETWORKS, UNCERTAINTY IN REGULATION AND FUTURE FINANCIAL INSTITUTION SUPPORT, DEPENDENCE ON THE INTERNET AND INTERNET USAGE’S INHERENT RISKS SUCH AS THE CYBER SECURITY ONES. IT IS YOUR SOLE RESPONSIBILITY TO (AND YOU SHOULD) ENSURE THAT YOU UNDERSTAND THE RISKS INVOLVED IN DEALING WITH CRYPTO-ASSETS.
9.2. YOU ACKNOWLEDGE AND AGREE TO OUR RISK WARNING. THE RISK WARNING AND ANY OTHER REFERENCE TO ANY RISK MADE BY US DO NOT DISCLOSE ALL OF THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE USE OF THIS WEBSITE, THE SANDBOX, OUR SERVICES OR USING OR DEALING IN CRYPTO-ASSETS.
9.3. BITPACE DOES NOT GUARANTEE ANY PROFIT OR LOSS FROM USING OR DEALING IN CRYPTO-ASSETS. YOU ACCEPT AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION TO DEAL WITH CRYPTO-ASSETS.
9.4. YOU ACKNOWLEDGE THAT, IN CONNECTION WITH A TRANSACTION, BITPACE MAY RECEIVE FIAT FROM YOU OR ON YOUR BEHALF AND MAY HOLD SUCH FIAT FOR THE LIMITED PERIOD NECESSARY TO EXECUTE AND SETTLE THE APPLICABLE TRANSACTION. BITPACE PROVIDES TRANSACTION-SPECIFIC PAYMENT, CONVERSION AND SETTLEMENT SERVICES AND DOES NOT OFFER A SERVICE UNDER WHICH FIAT IS HELD ON BEHALF OF A MERCHANT OR END USER FOR LATER WITHDRAWAL OR FUTURE TRANSFER. EXCEPT TO THE EXTENT EXPRESSLY REQUIRED BY APPLICABLE LAW OR EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT, BITPACE DOES NOT HOLD SUCH FIAT IN TRUST, AS FIDUCIARY, IN A SEGREGATED SAFEGUARDING ACCOUNT, OR PURSUANT TO ANY STATUTORY OR CONTRACTUAL SAFEGUARDING ARRANGEMENT. FIAT HELD DURING THAT LIMITED SETTLEMENT PERIOD MAY BE SUBJECT TO COUNTERPARTY, BANKING, OPERATIONAL AND INSOLVENCY RISK. IN THE EVENT OF BITPACE’S INSOLVENCY OR SIMILAR PROCEEDING DURING THAT PERIOD, YOU MAY NOT BE ABLE TO RECOVER SUCH FIAT IN FULL AND MAY HAVE ONLY THE RIGHTS OF AN UNSECURED CREDITOR, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW.
9.5. SUPPORTED CRYPTO-ASSETS MAY INCLUDE STABLECOINS OR OTHER VALUE-REFERENCED CRYPTO-ASSETS. BITPACE DOES NOT REPRESENT OR WARRANT THAT ANY STABLECOIN IS LEGAL TENDER, A DEPOSIT, INSURED, RISK-FREE, REDEEMABLE AT PAR BY BITPACE, OR FREE FROM ISSUER, RESERVE, LIQUIDITY, DE-PEGGING, SANCTIONS, SMART CONTRACT, NETWORK, OPERATIONAL OR REGULATORY RISK. BITPACE MAY ADD, SUSPEND, RESTRICT OR REMOVE SUPPORT FOR ANY STABLECOIN OR OTHER SUPPORTED CRYPTO-ASSET AT ANY TIME FOR LEGAL, REGULATORY, COMPLIANCE, SANCTIONS, BANKING, LIQUIDITY, TECHNICAL, OPERATIONAL OR RISK-MANAGEMENT REASONS.
9.6. YOU AGREE AND UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY, AND APPROPRIATENESS OF THESE RISKS FOR YOURSELF AND THAT BITPACE DOES NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING CRYPTO-ASSETS, INCLUDING THE SUITABILITY AND APPROPRIATENESS OF CRYPTO-ASSETS. YOU AGREE AND UNDERSTAND THAT YOU ACCESS AND USE BITPACE AT YOUR OWN RISK. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH USE IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES.
10. Fees And Charges
10.1. Before entering into a transaction or engaging with any of our Services, please ensure that you have understood and considered any and all applicable fees and charges, such as but not limited to:
10.1.1. Your providers’ fees: your bank or other payment processors may impose fees and charges for your payments to or from us;
10.1.2. Exchange rate fee(s): your bank, other payment processors or Bitpace may charge you for converting transactions involving a given currency into another currency. Bitpace has no control over the exchange rate fee imposed by your bank or other payment processors. Bitpace’s exchange rate fee will be calculated at the rate prevailing at the time of the calculation as we shall reasonably select (for instance, using a mid-market exchange rate) and will depend on market conditions;
10.1.3. Network fees: transactions involving Supported Crypto-Assets may be subject to a network fee payable to the validators or miners of the relevant Distributed Ledger to confirm and record the transaction. Network fees vary based on network congestion, transaction complexity and required computational resources, and are non-refundable to the extent already incurred;
10.1.4. Display of fees: for each Transaction Instruction, the applicable network fee and Bitpace’s fees and charges will be displayed (or otherwise communicated to the Merchant) prior to the Merchant’s acceptance of the Transaction Instruction;
10.1.5. Bitpace’s charges: the fees and charges for our Services will be agreed upon with you from time to time and in the separate agreement you have with us for the provision of our Services.
10.2. You should be aware of the possibility that taxes and other costs may exist that are not paid through or imposed by us. Accordingly, it is your own and sole responsibility to pay and inquire about the taxes applicable to the transactions made through Bitpace and to report or remit the taxes payable to the appropriate tax authorities in your jurisdiction or any other relevant jurisdiction.
10.3. If any Applicable Law requires Bitpace (or any Bitpace affiliate or service provider) to withhold or deduct any taxes from any payment made to or for the benefit of the Merchant, Bitpace may make such withholding or deduction and remit the amount withheld to the relevant governmental authority. Unless expressly agreed otherwise in a separate written agreement, Bitpace will not be required to gross up any payment on account of any such withholding or deduction. The Merchant will provide any tax documentation reasonably requested by Bitpace to support any exemption from, or reduction of, withholding.
10.4. Where Bitpace has been unable to complete Delivery to the Destination Wallet Address and has been unable, despite commercially reasonable efforts, to return the Original Consideration to the Merchant under Section 12.4 (including where the cost of return exceeds the value of the undelivered Fiat or undelivered Supported Crypto-Assets, where return is technically infeasible, or where the Merchant has not provided settlement instructions sufficient to permit return), or upon termination of these Standard Terms while undelivered Fiat or undelivered Supported Crypto-Assets remain held by Bitpace on a limited, transient, transaction-processing basis under Section 7.6, Bitpace may, to the extent permitted by Applicable Law, apply a one-time administration fee in respect of such undelivered Fiat or undelivered Supported Crypto-Assets:
10.4.1. the administration fee shall not exceed the value of the undelivered Fiat or undelivered Supported Crypto-Assets to which it applies, and where that value is less than the administration fee, the fee will be waived in whole or reduced to that amount;
10.4.2. Bitpace will provide the Merchant with written notice of the application of the administration fee, including a description of the calculation and the underlying undelivered amount;
10.4.3. for the avoidance of doubt, the application of an administration fee under this Section 10.4 does not, and is not intended to, constitute the provision by Bitpace of custody, safekeeping, storage, hosted wallet, crypto-asset account, or balance services to the Merchant; and
10.4.4. the administration fee may be collected by way of set-off under Section 40.
10.5. Bitpace may vary its fees and charges (other than those agreed in a separate written agreement, which are governed by that agreement) by giving the Merchant at least thirty (30) days’ prior written notice. The Merchant has the right to terminate its use of the affected Service with written notice to Bitpace within the thirty (30) day notice period and before any such change becomes effective. Continued use of the affected Service after the change becomes effective constitutes acceptance of the new fees and charges.
10.6. Bitpace may share fees and charges with its affiliates, partners, introducers, intermediary service providers and agents in connection with the provision of Services or transactions, in each case in compliance with Applicable Law concerning inducements and conflicts of interest.
11. Payment Instructions Required in Advance
11.1. Bitpace will not provide a binding quote, accept a Transaction Instruction, or process a Transaction Instruction involving Delivery of Supported Crypto-Assets unless the Merchant has provided complete and accurate Payment Instructions either (a) for that specific Transaction Instruction, or (b) pursuant to Standing Settlement Instructions accepted by Bitpace for use across Transaction Instructions.
11.2. The Merchant acknowledges that Bitpace does not provide a service under which Supported Crypto-Assets are purchased and held in a Merchant account for later withdrawal. Where Standing Settlement Instructions apply, Delivery is completed by transferring the applicable Supported Crypto-Assets to the Beneficiary Wallet (including via Auto-Sweep) in accordance with these Standard Terms.
11.3. You are solely responsible for ensuring that all Pre-Quote Settlement Information is accurate, complete, compatible with the applicable Distributed Ledger and Supported Crypto-Asset, and legally permissible. Bitpace has no obligation to verify that a Destination Wallet Address is owned, controlled, or accessible by the Merchant or the Merchant-directed recipient, except to the extent required by Applicable Law or Bitpace’s compliance policies.
11.4. Payment Instructions must be complete, accurate, and legally permissible. Where the Merchant uses Standing Settlement Instructions, the Merchant is responsible for ensuring they remain current and correct, and for submitting any requested changes in accordance with Section 7.5. The Merchant may request a change to its Payment Instructions or Standing Settlement Instructions by submitting the requested change in the manner required by Bitpace from time to time. No requested change is effective unless and until it has been reviewed and accepted by Bitpace. Bitpace may require additional information, verification, compliance screening, or confirmation before accepting any change.
11.5. Payment Instructions (including Standing Settlement Instructions) must include, at minimum: (a) the Beneficiary Wallet Address or other permitted Destination Wallet Address; (b) the applicable network and any destination tag, memo or other identifier required for Delivery; and (c) any other information reasonably required by Bitpace to execute, screen and settle the transaction, including for compliance screening.
11.6. If Bitpace determines that Payment Instructions (including Standing Settlement Instructions) are incomplete, inaccurate, inconsistent, or not compliant with Applicable Law or Bitpace’s policies, Bitpace may refuse to quote, accept, execute, or continue processing the relevant Transaction Instruction(s), or may delay Delivery only in a Permitted Delay Circumstance.
11.7. Unless Bitpace expressly agrees otherwise, any accepted change to Payment Instructions or Standing Settlement Instructions applies only to Transaction Instructions accepted by Bitpace after the change becomes effective. Bitpace is not required to apply a requested or accepted change to any Transaction Instruction that has already been quoted, accepted, executed, submitted for processing, or otherwise commenced.
11.8. Where, after Bitpace has applied the Merchant’s Payment Instructions and effected Delivery to the Destination Wallet Address(es) for a Transaction Instruction, an immaterial residual amount of Fiat or Supported Crypto-Assets remains held by Bitpace on a limited, transient, transaction-processing basis under Section 7.6 (a “Residual Amount”), Bitpace will not be required to process a return, refund, or further delivery of a Residual Amount where:
11.8.1. the Residual Amount is below CAD $20 or its equivalent in the applicable Fiat currency or Supported Crypto-Asset (the “Minimum Return Threshold”); or
11.8.2. the network fee, wire fee, exchange fee, or other transfer cost associated with the return or delivery of the Residual Amount would exceed the Residual Amount itself.
11.9. If a Residual Amount remains held by Bitpace for twelve (12) months after the date of the underlying Transaction Instruction, Bitpace may apply the administration fee under Section 10.4 to the Residual Amount. Where the administration fee equals or exceeds the Residual Amount, the Merchant waives any claim to the affected portion of the Residual Amount. For greater certainty, this Section 11.9 does not, and is not intended to, constitute the provision by Bitpace of custody, safekeeping, storage, hosted wallet, crypto-asset account, or balance services to the Merchant; the Residual Amount is held strictly as described in Section 7.6.
12. Transaction Execution
12.1. Before a Transaction Instruction is accepted, Bitpace may exercise the pre-execution rejection rights set out below, and after the Transaction Acceptance Time, Bitpace is subject to the post-acceptance Delivery obligations set out below.
12.1.1. Before a Transaction Instruction is executed, Bitpace may reject, refuse, decline, cancel, or impose conditions on the Transaction Instruction, quote, or related Payment Instructions, including where Bitpace determines that doing so is necessary or advisable to comply with Applicable Law, sanctions, AML/ATF/CPF obligations, Travel Rule requirements, fraud prevention controls, wallet-screening requirements, liquidity requirements, operational limits, technical requirements, or Bitpace’s risk policies.
12.1.2. No Transaction Instruction is binding on Bitpace unless and until Bitpace confirms that the Transaction Instruction has been executed.
12.1.3. After the Transaction Acceptance Time, Bitpace may not refuse, suspend, cancel, delay, or otherwise fail to complete Delivery of the Supported Crypto-Assets purchased under the executed Transaction Instruction except in a Permitted Delay Circumstance or where required by Applicable Law.
12.1.4. The parties acknowledge that an executed purchase Transaction Instruction is intended to be settled by immediate Delivery and not by Bitpace crediting a client account, maintaining a crypto-asset balance, or making crypto-assets available for later withdrawal.
12.2. Subject only to the Permitted Delay Circumstances and Applicable Law, Bitpace shall complete Delivery as soon as practicable (including via Auto-Sweep where applicable) and in any event, no later than twenty-four (24) hours after the Transaction Acceptance Time (the “Delivery Deadline”). Bitpace does not satisfy its Delivery obligation by crediting an internal account, updating a dashboard, recording a balance, issuing a transaction status, or making Supported Crypto-Assets available for later withdrawal.
12.3. Bitpace will not hold purchased Supported Crypto-Assets for the Merchant beyond the Delivery Deadline. If, before the Delivery Deadline, Bitpace determines that Delivery may not be completed by the Delivery Deadline, Bitpace will escalate the transaction for review and will, to the extent legally and operationally permitted and technically feasible, either (a) complete Delivery before the Delivery Deadline, or (b) cancel further processing of the transaction and refund the Original Consideration in accordance with Section 12.4. For clarity, any “cancellation” under these Standard Terms refers to cancellation of Bitpace’s processing of the Transaction Instruction and does not mean, and does not require, the reversal of any transaction recorded on a Distributed Ledger.
12.4. If Bitpace does not complete Delivery by the Delivery Deadline, Bitpace shall, where practicable, cancel the applicable transaction and refund to the Merchant the Original Consideration actually received by Bitpace for that transaction, net only of any irreversible third-party network fees already incurred, in each case to the extent such return is legally permitted and technically feasible (including having regard to whether any corresponding transfer on a Distributed Ledger has been broadcast or confirmed). Refund or return may be made in Fiat or Supported Crypto-Assets (as applicable) using the Merchant’s confirmed settlement instructions. If, due to Distributed Ledger constraints or transaction finality, a return of the Original Consideration is not technically feasible (including because the relevant crypto-asset transfer is irreversible), Bitpace will have no obligation to effect an on-chain reversal and will have no liability for failure to do so. Where Bitpace is legally restricted from returning the Original Consideration (Including due to a prohibition under Applicable Law or restricted by sanctions, AML/ATF/CPF, fraud prevention, court order, governmental or regulatory directive, or other financial-crime obligations), Bitpace may retain the relevant Fiat or Supported Crypto-Assets only for so long as required or permitted by Applicable Law and will handle such assets in accordance with Applicable Law, regulatory direction, and Bitpace’s compliance policies. Such restricted retention does not constitute a custody, safekeeping, storage, hosted wallet, or account service for the Merchant.
12.5. You acknowledge and agree that Bitpace’s compliance obligations under Applicable Law take precedence over any Transaction Instruction, instruction, or requested transaction. Before execution, Bitpace may refuse, reject, delay, cancel, or impose conditions on any Transaction Instruction or instruction where Bitpace reasonably determines that doing so is necessary or advisable to comply with Applicable Law or manage financial-crime risk. After the Transaction Acceptance Time, Bitpace may delay, cancel, reverse where practicable, or fail to complete Delivery only in accordance with the Permitted Delay Circumstances, Applicable Law, or the express cancellation and refund provisions of these Standard Terms.
13. Payments
13.1. All payments to us made by you under these Standard Terms shall be made by a supported payment method in your own name and in such currency or such Supported Crypto-Asset as specified by us from time to time and without any deduction or withholding. However, you acknowledge and agree that payment processed from us to you may be subject to a deduction or withholding from your bank, other payment providers, or crypto-asset providers.
13.2. You agree that you are solely responsible for the payment details you are providing us, and Bitpace does not accept any responsibility for your crypto-assets or funds if the provided details of payment or transfer are incorrect or incomplete.
13.3. You may be required to confirm/declare ownership of a given crypto-asset, wallet address or payment instrument or submit supporting documentation proving such ownership when we consider it necessary or to comply with legal requirements and regulations imposed on us.
13.4. Unless we expressly agree in writing, Bitpace will deliver Fiat or Supported Crypto-Assets only (i) to you, or (ii) to the Destination Wallet Address specified in your Payment Instructions. Bitpace may refuse any instruction to deliver to a third party where reasonably necessary to comply with Applicable Law, sanctions/financial-crime obligations, fraud prevention controls, or operational risk requirements.
13.5. You may request that Bitpace settle an executed Transaction Instruction by Delivery to a Merchant-Directed Recipient Address, subject to Bitpace’s acceptance, policies, risk controls, and Applicable Law. Where Bitpace accepts such instructions, Delivery to the Merchant-Directed Recipient Address constitutes settlement of the Merchant’s Transaction Instruction in accordance with the Merchant’s instructions. The Merchant acknowledges that Bitpace’s obligation is owed to the Merchant and not to the Merchant-directed recipient. A Merchant-directed recipient does not become a client, customer, creditor, account holder, wallet holder, beneficiary, or third-party beneficiary of Bitpace solely because Delivery is made to a Merchant-Directed Recipient Address.
13.6. The Merchant is solely responsible for:
13.6.1. its relationship with the Merchant-directed recipient;
13.6.2. obtaining all authorizations required to designate the Merchant-Directed Recipient Address;
13.6.3. verifying the accuracy, compatibility, legality, and accessibility of the Merchant-Directed Recipient Address;
13.6.4. determining whether a Merchant-Directed Settlement is lawful and appropriate, including whether the Merchant is required to identify, verify, screen, disclose to, obtain consent from, or provide contractual rights or recourse to the Merchant-directed recipient;
13.6.5. ensuring that Merchant-Directed Settlement complies with Applicable Law, including consumer protection, sanctions, AML/ATF/CPF, tax, payment, and commercial laws applicable to the Merchant; and
13.6.6. resolving any dispute with the Merchant-directed recipient.
13.7. Bitpace does not provide services to the Merchant’s end customers or end users under these Standard Terms, and no end customer or end user has any right to instruct Bitpace, require a reversal, request a withdrawal, or assert a claim to any Supported Crypto-Assets under these Standard Terms.
13.8. Some banks or payment providers or crypto-assets providers may take time to process payments according to their own policies; thus, we shall have no liability for delays caused by such third parties.
13.9. If you are using a payment method that may be subject to a non-guarantee right to claim funds back (known as a “chargeback”), you acknowledge and agree that Bitpace will not be responsible to the Merchant or the Merchant’s customers/users for any chargeback or any Merchant and/or Merchant’s customers’/users’ losses related to fraud claims or other similar claims. The Merchant will indemnify and keep Bitpace exempt from any liability and harm stemming from any such chargeback or claims and will, therefore, reimburse Bitpace all costs and expense credits related to them, even if they are brought up to Bitpace once these Standard Terms are terminated.
13.10. Bitpace will make commercially reasonable efforts to ensure your requests for instant payments, bank transfers or other authorized payment methods are processed in a timely manner.
13.11. If you know, suspect, or should reasonably know or suspect that any amounts or crypto-assets have been transferred or otherwise paid to you by Bitpace in error, you must immediately notify Bitpace of the error by submitting a query to [email protected]. You accept and agree that you have no claim or entitlement to any amounts or crypto-assets received in error and must immediately return such amounts or crypto-assets following Bitpace’s instructions.
14. Transacting Crypto-Assets with Bitpace
14.1. Delivery is complete only when the Supported Crypto-Asset has been transferred on the applicable Distributed Ledger to the Destination Wallet Address in your Payment Instructions such that you (or Merchant-directed recipient, as applicable) have the practical ability to use, transfer, or otherwise deal with it without further involvement of Bitpace. Before Delivery, Bitpace’s rights are limited to the rights expressly set out in these Standard Terms, including pre-execution rejection rights, compliance screening, cancellation, refund, reversal where practicable, and delay only in Permitted Delay Circumstances.
14.2. After Delivery is complete, Bitpace retains no ownership interest, beneficial interest, lien, security interest, right of set-off, right of retention, rehypothecation right, encumbrance, or other proprietary claim in respect of the delivered Supported Crypto-Assets. Bitpace will not pledge, rehypothecate, encumber, use, transfer, or otherwise deal with any delivered Supported Crypto-Assets for Bitpace’s own account.
14.3. For greater certainty: (a) this section applies only after Delivery is complete; and (b) nothing in this section limits Bitpace’s rights prior to Delivery, including to refuse, delay, suspend, cancel or reverse (where practicable) a transaction as permitted under these Standard Terms or Applicable Law, or to collect fees and recover non-refundable third-party network fees actually incurred.
14.4. You must make an independent decision as to whether or not to enter into a transaction with us, and you acknowledge and agree that:
14.4.1. we will not advise on the merits or otherwise of your transactions (no advice provision policy);
14.4.2. the decision to place a transaction is yours alone, and you are responsible for the effect such a transaction might have on you;
14.4.3. you have been solely responsible for making your own independent appraisal and investigations into the risks of any given transaction;
14.4.4. we always deal with you on an execution-only basis; and
14.4.5. we shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty of confidence to any other person or which comes to the notice of any of our affiliates, directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you.
14.5. Bitpace will process your transactions according to your Transaction Instruction. You accept and agree that Bitpace does not:
14.5.1. guarantee the identity of any user, receiver, or other parties to a transaction addressed to a wallet address when such has been provided to us by you. You are solely responsible for ensuring all transaction details are correct, and you should carefully verify all the transactions’ information prior to submitting transaction instructions to us; and
14.5.2. have any control over or any liability in relation to the provision, delivery, quality or any other aspect of any goods or services you may buy from or sell to any third party. Bitpace shall not be responsible for and will take no action about the quality or other aspects of such goods or services or ensure that any buyer or seller you transact with using a given wallet address provides or delivers to you any such goods or services.
14.6. Where you are delivering Supported Crypto-Assets to Bitpace as consideration for a transaction Bitpace may provide you with a transaction-specific deposit address to facilitate settlement of that transaction. Any such address is provided solely to receive crypto-assets for the purpose of executing the applicable transaction and does not constitute the provision of custody or safekeeping services to you.
14.7. For certainty, Bitpace’s internal records of receipt, pending status, or transaction progress do not constitute delivery of Supported Crypto-Assets to you.
14.8. We reserve the right to deny entering into a proposed transaction where reasonably necessary to comply with Applicable Law, sanctions/AML/ATF/CPF obligations, fraud prevention controls, or where required due to objective network or systems constraints, and we shall not be obliged to provide a reason but promptly notify you accordingly.
14.9. Bitpace’s rights to reject, delay, cancel, reverse where practicable, or refuse to complete a transaction are governed by Sections 12.1 to 12.5, the Permitted Delay Circumstances, and Applicable Law.
14.10. Unless otherwise required, Bitpace will make commercially reasonable efforts to ensure your requests for the transactions performed via Bitpace are processed in a timely manner. Still, Bitpace makes no representations or warranty on the time needed to complete the processing of transactions with crypto-assets, which is related and consequential to many other dependencies, such as mining time, blockchain transaction confirmations, or hard-fork instances.
14.11. Bitpace will not refuse delivery after execution except in Permitted Delay Circumstances. If a Permitted Delay Circumstance prevents Delivery before the Delivery Deadline, Bitpace will cancel and refund the transaction in accordance with Section 12.4.
14.12. Transaction Quotes. Bitpace may provide transaction-specific quotes for approved payment, conversion or settlement transactions. Any quote is provided solely to facilitate the applicable commercial payment, conversion or settlement transaction. A quote is not investment advice, a recommendation, best execution, brokerage, portfolio management, market-making, access to a marketplace, or an offer to enter into a derivative or investment product.
14.13. The quoted rate may differ from rates displayed elsewhere, including on the Website or third-party sources. The Merchant is solely responsible for confirming that the transaction amount, Supported Crypto-Asset, Fiat currency, Destination Wallet Address, payment destination and quoted rate are correct before submitting a Transaction Instruction. Once a transaction is accepted and processed, it may not be reversible except as expressly provided in these Standard Terms or required by Applicable Law.
14.14. Bitpace may source liquidity from third-party liquidity providers, affiliates or other counterparties for its own account in order to facilitate a Merchant’s approved transaction.
15. Outbound and Inbound Crypto-Asset Transfers
15.1. Bitpace may, for operational, screening, reconciliation, or settlement purposes, provide or display a Reusable Routing Address associated with a Merchant or transaction type. Any such address is controlled by Bitpace or its service provider and is provided solely to receive Supported Crypto-Assets for approved transactions. A Reusable Routing Address does not constitute a wallet, hosted wallet, account, custody arrangement, storage service, asset-holding facility, or client asset account for the Merchant. The Merchant has no ownership, possessory, proprietary, or control rights in any Reusable Routing Address, private key, wallet infrastructure, or related system maintained by Bitpace or its service providers. The Merchant must not use any Reusable Routing Address except for the specific transaction types, Supported Crypto-Assets, networks, and purposes expressly permitted by Bitpace.
15.2. Any transfer to a Reusable Routing Address that is unsupported, unsolicited, made through the wrong network, made after expiry or deactivation of the relevant transaction instructions, or otherwise inconsistent with Bitpace’s instructions may be rejected, delayed, subject to compliance review, unrecoverable, or treated in accordance with Bitpace’s policies and Applicable Law. Bitpace does not provide storage or safekeeping for assets sent to a Reusable Routing Address.
15.3. The Merchant has no ownership, possessory, proprietary, or control rights in any Reusable Routing Address, private key, wallet infrastructure, or related system maintained by Bitpace or its service providers. No Reusable Routing Address constitutes a wallet, hosted wallet, account, custody arrangement, storage service, asset-holding facility, or client asset account for the Merchant.
15.4. The Merchant may use a Reusable Routing Address only for the transaction types, Supported Crypto-Assets, networks, and purposes expressly permitted by Bitpace. Transfers of unsupported assets, transfers on unsupported networks, transfers without required tags or memos, unsolicited transfers, stale transfers, or transfers inconsistent with Bitpace’s instructions may be rejected, delayed, subject to compliance review, unrecoverable, or handled in accordance with Bitpace’s policies and Applicable Law.
15.5. Bitpace does not store Supported Crypto-Assets received at a Reusable Routing Address for the Merchant and does not make Supported Crypto-Assets available for later withdrawal from such address. Any dashboard or status information associated with a Reusable Routing Address is informational only and does not represent a Merchant balance or asset-holding account.
15.6. You agree that inbound transfers made by you or by your customers of unsupported networks/crypto-assets and/or performed using the wrong network/crypto-asset will not be recoverable or refundable, and you will bear any losses incurred as a result of such inbound transfers. Furthermore, the Merchant will indemnify and keep Bitpace exempt from any liability and harm stemming from any such inbound transfers and will, therefore, reimburse Bitpace all costs and expenses, even if they are brought up to Bitpace once these Standard Terms are terminated.
16. DLTs and Underlying Protocols
16.1. When you use Bitpace to send or receive Supported Crypto-Assets, each transaction must be confirmed and recorded in the distributed ledger technology (“DLT”) associated with the relevant Supported Crypto-Asset. The corresponding DLT is solely responsible for verifying and confirming any such transactions.
16.2. Bitpace cannot confirm, cancel or reverse a transaction on a DLT other than confirming to you that the DLT has completed the transaction. You accept and agree that:
16.2.1. once submitted to a DLT, a transaction may remain unconfirmed and pending until confirmed by the applicable network. A pending transaction is not complete, and Delivery does not occur, unless and until the transfer is recorded on the applicable Distributed Ledger in accordance with these Standard Terms; and
16.2.2. when you send Supported Crypto-Assets, you are authorising us to submit your transaction request to the relevant DLT. Once a transaction request has been submitted to the relevant DLT, the named DLT will automatically complete or reject the request, and neither you nor Bitpace will be able to cancel or otherwise modify your transaction.
16.3. In relation to the underlying software protocols that govern the operation of the Supported Crypto-Asset, the named protocols are open source (anyone can use, copy, modify, and distribute them, and Bitpace has no ownership of or control over these protocols), you acknowledge and agree that:
16.3.1. Bitpace is not responsible for the operation of any crypto-assets network’s or DLT’s underlying software protocols and makes no guarantee as to their availability, security, or functionality;
16.3.2. the underlying software protocols are subject to sudden changes in operating rules (known as “forks”), and such forks may materially affect the value, function, and/or name of a crypto-asset. Should a fork occur, we may, with or without notice to you, temporarily suspend our operations and, in our sole discretion, decide whether or not to support either branch of the forked protocol or the entire protocol; and
16.3.3. in the event Bitpace decides not to support a branch of a forked protocol, Bitpace assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
16.4. Unless specifically announced on the Website, Supported Crypto-Assets exclude any other protocols and/or functionalities that supplement or interact with the Supported Crypto-Asset. You acknowledge and agree that supplemental protocols are excluded from Supported Crypto-Assets and that Bitpace shall bear no liability for any losses related to supplementary protocols. Furthermore, you acknowledge and agree that you should not use Bitpace to attempt to receive, request, send, store, or engage in any engagement or functionality involving any such protocol. Any attempt to do so will result in the loss of the relevant item.
16.5. You acknowledge that, due to the decentralized and asynchronous nature of Distributed Ledger Technology, a submitted transaction may, on rare occasions, fail to confirm or remain in an unconfirmed state for an extended period (a “Stalled Transaction”). If a Stalled Transaction remains unconfirmed on the relevant Distributed Ledger for ninety (90) days, or if, in Bitpace’s commercially reasonable determination, the Fiat or Supported Crypto-Assets committed to the Stalled Transaction are technically unrecoverable due to irreversible network conditions, permanent network constraints, or because the cost of recovery exceeds the value committed, Bitpace will: (a) notify the Merchant of the determination; (b) cancel further processing of the Transaction Instruction; and (c) refund the Original Consideration in accordance with Section 12.4 to the extent legally and operationally permitted and technically feasible. Where return of the Original Consideration is not technically feasible (including because the relevant crypto-asset transfer is irreversible on the applicable Distributed Ledger), Bitpace will have no obligation to effect an on-chain reversal and will have no liability to the Merchant for the failure to do so. Sections 10.4 (Administration Fee) and 40 (Set-Off) may apply to any Residual Amount remaining following the determination under this Section 16.5.
17. API
17.1. Some of our Services will comprise the relevant API and any associated documentation or materials made available to the merchant by us.
17.2. It is the Merchant’s responsibility to keep any API keys, passwords, or other credentials related to the API secure, and the merchant takes full responsibility for all requests made over the API, whether authorized by the merchant or not.
17.3. We may set and enforce limits on the API. You accept and agree that any circumvention of, or attempt to circumvent such limits or any use of the Services that may adversely affect the API and/or other users of the Website and/or the sandbox results in us, in our sole discretion, revoking or disabling access or use (as applicable) to the sandbox environment and/or the API.
17.4. The Merchant is permitted to integrate and use the API in a closed environment for the Merchant’s end-customers/end-users and will not be allowed to redistribute, make available, sub-licence or sell any data or functionality provided to the merchant by or via Bitpace without the prior written consent of Bitpace.
17.5. Technical support queries for the API shall be addressed to [email protected] or referred to Bitpace via the separately agreed channel(s) of communication.
18. Intellectual Property Rights and Limited Licence
18.1. We are the owner or the licensee of all intellectual property rights in our Website, sandbox environment and our Services, and in the material published on them. Those works (as well as any trademarks, service marks, patents, designs, know-how, trade secrets, database rights, and other intellectual property rights) are protected by copyright laws or intellectual property laws and treaties around the world. All such rights are reserved. Nothing in these Standard Terms constitutes a waiver of Bitpace’s intellectual property rights under any law.
18.2. For the avoidance of doubt, all present and future rights in and to domains, sub-domains, trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works, and any know-how, including rights in and to all applications and registrations relating to the Website and the sandbox environment and/or the Services, shall at all times be and remain the sole and exclusive property of Bitpace or its authorized licensors (as applicable).
18.3. Upon your acceptance of these Standard Terms, and unless otherwise permitted by us to you in writing, we grant you a limited, non-exclusive and non-transferable licence to access and use the Website (and the sandbox environment if you have registered with us) only as expressly permitted by us to you in writing and in these Standard Terms. You shall not use or permit the use of the Website or the sandbox environment in any manner inconsistent with the provisions of these Standard Terms. We may include restrictions and requirements that outline the features so that you can access a specific functionality of the Website or the sandbox environment.
18.4. Any violation by you of the licence provisions contained in this section may result in the immediate termination of your right to use the Website and the sandbox environment, as well as potential liability for copyright infringement or intellectual property rights infringement or other claims depending on the circumstances.
18.5. You may draw the attention of others within your business organization to content posted on the Website, as well as share information about the Website and our Services with third parties that you know might be interested in using our Services.
18.6. The trademarks, logos, taglines, and service marks (whether registered or unregistered) displayed on the Website and the sandbox environment that relate to Bitpace may not be used in any advertising or publicity or otherwise to indicate Bitpace’s sponsorship of or affiliation with any product, service, event, or organization without Bitpace’s prior expressed written permission.
18.7. Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.
18.8. You must not use any part of the content on the Website, the sandbox environment or our Services for commercial purposes without obtaining a licence to do so from us or our licensors.
18.9. If Bitpace receives any feedback regarding the Website, the sandbox environment and/or our Services, all rights, including intellectual property rights in such feedback, shall belong exclusively to Bitpace. To the maximum extent permitted by applicable law, you irrevocably and unconditionally transfer and assign to Bitpace all intellectual property rights it has in such feedback and waive any and all moral rights that a Licensee may have in respect thereto.
18.10. Portions of the Website, the sandbox environment or our Services may include third-party open-source software that is subject to third-party terms and conditions. If there is a conflict between any third-party terms and these Standard Terms, then the third-party terms shall prevail but solely in connection with the related third-party open-source software. Notwithstanding anything to the contrary in these Standard Terms, Bitpace makes no warranty or indemnity hereunder with respect to any open-source software.
18.11. While using the Website, the sandbox environment and our Services, you may choose to provide, upload, import, transmit, post, or make accessible certain data to Bitpace. You grant Bitpace a royalty-free, irrevocable, non-exclusive licence to use, process, display, copy and store such data in order to:
18.11.1. provide our Services to you;
18.11.2. perform AML/ATF/CPF and identity verification as required by Applicable Law;
18.11.3. administer and make improvements to the Website, the sandbox environment and/or our Service; and
18.11.4. collect and analyze anonymous information.
18.12. You are solely responsible for the backup of such data, and you alone can implement backup plans and safeguards appropriate for your requirements. To the extent that data includes any personal information, you should refer to our Privacy Policy.
19. Prohibitions
19.1. You are not authorized to access the Website or sandbox environment for the purpose of monitoring its availability, performance and functionality or for any other benchmarking or competitive purposes.
19.2. You are not permitted to violate or abuse password protections governing access to our Services or use the Website, the sandbox environment or our Services for any purpose not expressly specified in these Standard Terms and your separate agreement signed with Bitpace (where applicable).
19.3. Without limiting the foregoing, you agree, guarantee and warrant not to engage or attempt to engage, directly or indirectly, in any activity or transmit any information that:
19.3.1. is illegal or violates any applicable law or regulation; or
19.3.2. violates any third-party’s right(s), including, but not limited to, the right of privacy, right of publicity, or any intellectual property or proprietary rights; or
19.3.3. is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, discriminatory, vulgar, or otherwise objectionable; or
19.3.4. is commercial in a way that violates these Standard Terms; or
19.3.5. falsely states, misrepresents, or conceals your identity or affiliation with another person or entity; or
19.3.6. distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; or
19.3.7. interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Website, the servers or networks connected to the Website, or the sandbox environment, or any of the Services provided by us; or
19.3.8. is for the sale or provision of any counterfeit, illegal or unauthorized products or services, pornography or other obscene materials, provision of arms, defence or dual-use goods, pharmaceutical products (regulated or unregulated), gambling; or
19.3.9. accesses without permission our proprietary or confidential records, those of anyone else; or
19.3.10. removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Website or the online systems; or
19.3.11. licence, sub-licence, sell, resell, rent, lease, transfer, distribute or time share or otherwise make any portion of our Services available for access by third parties except as otherwise expressly permitted by us in these Standard Terms or in writing.
19.4. Furthermore, the use of the Website, the sandbox environment or our Services that directly or indirectly is intended to perform any criminal activity of any kind, including but not limited to bribery, money laundering, terrorist financing, extortion, fraud, malicious hacking or cyberattacks, is strictly forbidden and against Bitpace’s policies.
20. Do Not Rely on Information on This Website
20.1. The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking or refraining from thereof, any action on the basis of the content on the Website and especially before engaging with crypto-asset activities.
20.2. Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether expressed or implied, that the content on the Website is accurate, complete or up to date.
20.3. For the avoidance of doubt, you can rely on the API documentation to make your integration with us and, also, once you become a customer of ours, you will receive a profile for our production environment, whereas the above information non-reliance disclaimer shall not apply to your use of the production environment and to the in-profile information that we would make available to you.
21. We Are Not Responsible for Websites We Link To
21.1. Where the Website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
21.2. We have no control over the contents of those websites or resources.
22. Rules About Linking to Our Website
22.1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You will not link the Website to any website containing any inappropriate, defamatory, infringing, indecent or unlawful topic or information or that violates any Applicable Law, intellectual property, proprietary, privacy, or publicity rights. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
22.2. You must not establish a link to the Website on any website that is not owned by you.
22.3. Our Website must not be framed on any other website, place pop-up windows over its pages, or otherwise affect the display of its pages, nor may you create a link to any part of the Website other than the homepage.
22.4. We reserve the right to withdraw linking permission without notice.
22.5. The website to which you are linking must comply in all respects with the Applicable Laws and industry standards.
22.6. If you wish to link to or make any use of the content on the Website other than that set out above, please contact us at [email protected].
23. Use of the Sandbox Environment
23.1. The sandbox environment is provided to you for education, demonstration and evaluation purposes only. You are not permitted to use the sandbox environment for any other uses. The sandbox environment is provided exclusively as a means for you to evaluate our Service offering in a hosted environment; it is not provided to allow setting up your own environment, and you shall not reverse engineer, disassemble, modify, translate, alter or decompile, distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer all or any portion of our software.
23.2. Except for the rights expressly granted under these Standard Terms, we reserve all rights, title and interest in and to the sandbox environment, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.
24. Security Obligations
24.1. If you choose, or you are provided with, a user identification code, API keys, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party or allow a third party to use the Website, the sandbox environment, or our Services on your behalf or using your credentials, except for your employees and contractors that need such access and only after informing them of the content of these Standard Terms.
24.2. You also agree that you are solely responsible and liable for any activities that occur under your use of the Website, the sandbox environment, and our Services and for any harm caused to us and resulting from such usage. Any breach of these Standard Terms by anyone accessing the Website or the sandbox environment or our Services using your access details shall be treated as your own breach of these Standard Terms.
24.3. We have the right to disable any user identification code, profile or password, whether chosen by you or allocated by us, at any time, without notice and for any reason.
24.4. You are solely responsible for keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security and maintaining security and control over the designated email mailbox, phone number and two-factor authentication applications (if enabled by you) or devices associated with your use of the Website, sandbox environment or our Services and/or any given payment method used.
24.5. You are solely responsible for reviewing messages purporting to originate from Bitpace. Should you have any uncertainty regarding the authenticity of any communication, you should contact us at [email protected] to confirm the authenticity and review any transactions or required actions.
24.6. You agree that you will not, nor will you authorize or assist others to circumvent, disable or otherwise interfere with security-related features of the Website, the sandbox environment and/or our Services or features that enforce limitations on the use of any of the latter.
24.7. Bitpace cannot be held responsible for a loss of funds or crypto-assets related to any scam or phishing schemes you might have been involved in or subject to. Regardless, we will endeavour to help prevent such situations and assist you in securing your profile.
24.8. If you know or suspect that anyone other than you knows your user profile details, identification code or password, you are obligated to immediately notify us at [email protected].
25. Confidential Information
25.1. Our communications to you, the sandbox environment, the API, our Services and any supporting documentation may contain our confidential information (regardless of whether marked as confidential).
25.2. We will treat all information we hold about you or your profile or transactions as confidential.
25.3. You and Bitpace (each a “recipient” or a “discloser”, as applicable) agree that:
25.3.1. the recipient will treat all the confidential information as strictly confidential and use the same degree of care to prevent disclosure of the confidential information as the recipient would use with respect to the recipient’s own most confidential and proprietary information;
25.3.2. the recipient will use the confidential information of the discloser solely for the purpose for which it is provided; and
25.3.3. the recipient may disclose this information to its affiliates, or to regulators and governmental agencies, in any jurisdiction, where the recipient is required to do so by applicable laws and regulations or court order or by a regulator or competent authority; or where there is a public duty to disclose; or with the discloser’s consent. In any case and to the extent permitted by applicable law, the recipient shall ensure that the person or persons to whom confidential information is disclosed are subject to the same or stricter confidentiality obligations with regard to the confidential information as those imposed on the recipient under the present section.
25.4. Confidential information shall not include any information that:
25.4.1. was or becomes generally known to the public through no fault or breach of these Standard Terms by the recipient;
25.4.2. was rightfully in the recipient’s possession at the time of disclosure without restriction on use or disclosure;
25.4.3. was independently developed by the recipient without use of the discloser’s confidential information; or
25.4.4. was rightfully obtained by the recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
25.5. You will not, without our prior written consent in each instance:
25.5.1. use in advertising, publicity, monitoring or other promotional materials or activities the name, transaction name, transaction mark, service mark, symbol or any abbreviations, contraction or simulation thereof, of Bitpace or our affiliates or their respective partners or employees; or
25.5.2. represent directly or indirectly that any service provided by you has been approved or endorsed by us.
25.6. All our confidential information is and remains our property, and, except as expressly provided in these Standard Terms, no licence or other right in any of our confidential information shall be granted to you. Upon termination or revocation of your registration with us and upon our written request at any time, you will destroy or return to us all our confidential information in your custody or control.
25.7. Neither you nor Bitpace shall make any public announcements relating to your use of the Website, the sandbox or the provision of our services to you, except with the other party’s prior written consent.
25.8. The confidentiality obligations set out in this Section 25 shall survive termination of these Standard Terms with regard to any confidential information remaining with the recipient.
26. Use of Personal Information
26.1. We will only use your personal information (and, where applicable, people connected to your business, such as beneficial owners, directors or users, and your end customers) as set out in our Privacy Policy.
26.2. We may request from you any information and documentation that we consider necessary to comply with our obligations for identity verification and financial crime prevention, including fraud and money laundering monitoring.
26.3. The Merchant represents and warrants that it has legal authority, including all required notices and consents where applicable, to disclose personal information to Bitpace and to permit Bitpace and its affiliates, service providers, compliance vendors, payment partners, banking partners and liquidity providers to collect, use, disclose, retain, process and transfer such information for onboarding, identity verification, KYB/KYC, AML/ATF/CPF compliance, sanctions screening, fraud prevention, transaction monitoring, Travel Rule compliance, payment processing, settlement, regulatory reporting, law-enforcement cooperation, audits, dispute handling, service administration and any other purpose described in Bitpace’s Privacy Policy or permitted by Applicable Law.
26.4. The Merchant acknowledges that personal information may be processed or stored outside Canada and may be subject to lawful access by courts, regulators, law-enforcement authorities or governmental authorities in those jurisdictions.
26.5. You acknowledge and agree that we rely on the personal information provided to us or available to us in carrying out our obligations under the law and these Standard Terms and that you undertake to provide us with updates as to the personal information provided, such that the personal information remains current and accurate.
26.6. You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to or via the sandbox environment may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. By using the Website, the sandbox environment and/or our Services, you consent to have your personal information transferred to and processed by us in accordance with our Privacy Policy.
27. Conflicts of Interest
27.1. Situations may arise where our interests, or those of our staff or our affiliates, conflict with your interests or where your interests conflict with those of our other users or customers.
27.2. Whilst we take all appropriate steps to identify and prevent or manage conflicts of interest where we are not reasonably confident that our arrangements are sufficient to ensure that the risk of damage to your interests will be prevented, we will disclose to you the nature of the conflict and the steps that we have taken to mitigate the risk before undertaking business with you.
28. “As Is” and “As Available” Basis
28.1. YOU ACKNOWLEDGE THAT THE WEBSITE AND THE SANDBOX ENVIRONMENT ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WEBSITE AND THE SANDBOX ENVIRONMENT MAY CONTAIN ERRORS OR INACCURACIES THAT COULD CAUSE FAILURES, INCLUDING BUT NOT LIMITED TO DATA CORRUPTION OR LOSS OF DATA FROM THE SANDBOX ENVIRONMENT AND FROM PERIPHERALS (INCLUDING, WITHOUT LIMITATION, SERVERS AND OTHER HARDWARE/IT EQUIPMENT) CONNECTED THERETO.
28.2. WE ARE NOT OBLIGATED TO PROVIDE ANY MAINTENANCE, TECHNICAL OR OTHER SUPPORT FOR THE WEBSITE OR THE SANDBOX ENVIRONMENT. ANY ACTIVITIES THAT YOU PERFORM USING OR ACCESSING THE WEBSITE OR THE SANDBOX ENVIRONMENT ARE AT YOUR OWN RISK.
28.3. WE AND OUR AFFILIATES MAKE NO WARRANTY, REPRESENTATION OR OTHER ASSURANCE IN CONNECTION WITH THE WEBSITE, THE SANDBOX ENVIRONMENT AND/OR ANY RELATED SERVICE(S) PROVIDED BY OR VIA BITPACE, INCLUDING AS TO AVAILABILITY, ACCURACY, COMPLETENESS, RESULTS, FUNCTIONALITY, RELIABILITY, PERFORMANCE, TIMELINESS, NON-INFRINGEMENT, SUITABILITY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. ALL REPRESENTATIONS, WARRANTIES, AND ASSURANCES (STATUTORY, IMPLIED OR OTHERWISE) ARE EXCLUDED.
28.4. THE MERCHANT IS SOLELY RESPONSIBLE FOR THE ACCURACY, COMPATIBILITY, LEGALITY, AND ACCESSIBILITY OF EACH DESTINATION WALLET ADDRESS, INCLUDING ANY MERCHANT-DIRECTED RECIPIENT ADDRESS. TRANSACTIONS ON DISTRIBUTED LEDGERS MAY BE IRREVERSIBLE. IF THE MERCHANT PROVIDES AN INCORRECT ADDRESS, UNSUPPORTED NETWORK, INCORRECT ASSET, MISSING OR INCORRECT DESTINATION TAG OR MEMO, OR UNAUTHORIZED MERCHANT-DIRECTED RECIPIENT ADDRESS, THE SUPPORTED CRYPTO-ASSETS MAY BE PERMANENTLY LOST, UNRECOVERABLE, DELAYED, OR DELIVERED TO A PERSON NOT INTENDED BY THE MERCHANT. BITPACE IS NOT RESPONSIBLE FOR LOSSES ARISING FROM INACCURATE OR INCOMPLETE PAYMENT INSTRUCTIONS EXCEPT TO THE EXTENT CAUSED BY BITPACE’S FRAUD, WILFUL MISCONDUCT, OR GROSS NEGLIGENCE.
29. Viruses, Security, and Unauthorised Access
29.1. We do not guarantee that the Website or the sandbox environment will be secure or free from bugs or viruses.
29.2. You are responsible for configuring your information technology, computer programmes and platform to access the Website and the sandbox environment. You should use your own virus and malware protection software.
29.3. You must not misuse the Website, our sandbox and production environments or our Services by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
29.4. You must not attempt to gain unauthorized access to the Website, third-party profiles, the sandbox and production environments, our Services or the server on which any of those are stored, or any server, computer or database connected to us. You must not attack the Website, our Services, our sandbox and production environments or any of the servers we use via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately, and we might block your and any associated IP addresses.
30. Changes to the Website, Sandbox, and Services
30.1. We may, from time to time, provide updates, upgrades or other changes to the Website, sandbox environment or our Services, but we are not under any obligation to do so. Such updates, upgrades and other changes will be supplied according to Bitpace’s then-current policies, which may include automatic updating, upgrading or other changes.
30.2. Unless otherwise agreed, these Standard Terms shall govern any change to the Website, sandbox environment or any of our Services, including any update, upgrade, removal, or downgrade.
31. Availability of Website and Sandbox Environment
31.1. We do not guarantee that the Website or the sandbox environment, or any content, will operate error-free or will always be available or be uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of the Website or the sandbox environment at any time, without notice and for any reason, including if you are in breach of these Standard Terms.
31.2. You are also responsible for ensuring that all persons who access the Website or the sandbox environment through your internet connection are aware of these Standard Terms and other applicable terms and conditions and that they comply with them.
32. Limitation of Liability
32.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
32.2. You acknowledge and agree that:
32.2.1. We exclude all implied conditions, warranties, representations or other terms that may apply to the Website, any content on it and/or the sandbox environment.
32.2.2. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, including those arising under or in connection with a. use of, or inability to use, the Website or the sandbox environment; or b. use of or reliance on any content displayed on the Website, the sandbox environment or any supporting documentation;
32.2.3. we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
32.3. Different and/or additional limitations and exclusions of liability may apply to liability arising as a result of the supply of any crypto-asset services to merchants, which (in such a case) will be set out in a separate agreement.
33. Indemnification
33.1. You will indemnify, defend, and hold us, our directors, officers, agents, employees, advisers, vendors, suppliers, licensors, contractors and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses arising from or in any way related to your usage of our Services or your breach of these Standard Terms.
34. Suspension and Termination
34.1. If you have entered into a separate agreement with us, such as, but not limited to, a merchant agreement, additional suspension and termination triggers may be agreed upon in such a separate agreement.
34.2. You acknowledge and agree that we reserve the right to, in our sole discretion and at any time,
34.2.1. discontinue or amend, temporarily or permanently, impose limitations and/or restrictions to all or any part of our Services or any features associated with any of them or prohibit access to the Website and/or the sandbox environment, its content, tools, delay or remove hosted content and take technical and legal measures to keep any or all users off the Website;
34.2.2. before execution, refuse to process, reject, suspend, delay, cancel, limit, or impose conditions on any proposed Transaction Instruction, instruction, transaction, or Payment Instructions; and, after execution, delay, cancel, reverse where practicable, or fail to complete Delivery only in accordance with the Permitted Delay Circumstances, Applicable Law, or the express cancellation and refund provisions of these Standard Terms.
34.3. Furthermore, if we consider it necessary or desirable to prevent what we consider to be or what might be a violation of any applicable law or regulation or good standard of industry practice or if we consider it necessary or desirable for our own protection or any action is taken, or event occurs which we consider might have a material adverse effect upon your ability to perform any of your obligations under these Standard Terms, we may without notice suspend or terminate (at our sole discretion) the provision of our Services (or part thereof) to you.
34.4. If practicable, and although Bitpace will not be obligated, Bitpace may use commercially reasonable efforts to notify you, either prior or promptly after, of any such suspension or termination or the lifting of any previous suspension, as we consider appropriate at our own discretion and, unless Bitpace reasonably believes that
34.4.1. it is prohibited from doing so under Applicable Law or legal processes, such as court or government administrative agency processes, orders, mandates, and the like; or
34.4.2. it is necessary to delay notice in order to prevent imminent harm to Bitpace or a third party. Under circumstances where notice is delayed, Bitpace will provide the notice if and when the related restrictions in the previous sentence no longer apply.
34.5. Unless otherwise agreed between you and Bitpace, no termination fee shall apply, but each party – you and Bitpace – will be responsible for fulfilling any outstanding payment(s) or other outstanding obligations existing as of the effective date of closure or termination and for settling any pending transactions. Notwithstanding, Bitpace reserves the right to terminate any pending transactions at the time of such termination.
34.6. If these Standard Terms are terminated howsoever caused:
34.6.1. you will pay to Bitpace any amounts that have accrued before and remain unpaid as of the date of the termination;
34.6.2. any and all of your liabilities to Bitpace that have accrued before the effective date of the termination will survive;
34.6.3. licences and use rights granted to you will immediately terminate;
34.6.4. Bitpace’s obligation to provide any further services to you under these Standard Terms will immediately terminate, except any such services that are expressed to be provided following termination of these Standard Terms; and
34.6.5. all provisions of these Standard Terms which are expressly or by implication intended to or designated to survive and apply following termination of these Standard Terms will survive and apply to such termination.
34.7. If you are a website visitor only, you may terminate your use of the Website at any time by ceasing further use of the website. Bitpace may terminate your use of the Website and deny you access to the Website at our sole discretion for any reason or no reason, including for violation of these Standard Terms.
35. Communications and Records
35.1. These Standard Terms are supplied to you in English. Therefore, the language of all mutual communication shall be English. You will receive documents and other information from us in English. If a document is translated into another language, this will be for information purposes only, and the English version shall always prevail.
35.2. Any dashboard, API response, notification, confirmation screen, transaction history, register, or other record made available by Bitpace is provided solely for informational, operational, reconciliation, compliance, and reporting purposes. Such information may indicate the status of a transaction, including whether it is quoted, submitted, accepted, executed, pending screening, pending network confirmation, delivered, cancelled, refunded, rejected, or failed. No dashboard, API response, notification, transaction history, register, or other record constitutes or evidences a wallet, hosted wallet, account, custody arrangement, stored balance, crypto-asset holding, position, entitlement to withdraw, or Delivery of Supported Crypto-Assets.
35.3. You agree to receive all communications, agreements and notices that we provide in connection with these Standard Terms via electronic means, including by email, text, chat and messaging platforms, in-product notifications, push notifications, or by posting them on the Website, the sandbox environment or through any of our Services.
35.4. You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing or delivered in a particular manner. You agree to keep your contact information up-to-date at all times. If you have subscribed to receive marketing messages, you can opt out of marketing messages we send you at any time by unsubscribing.
35.5. Instructions or requests or an acceptance of any of our offerings that are provided to us by you via email or other electronic means (including through the instant text messaging channel on the Website) will constitute evidence of such instructions or requests or acceptance.
35.6. We may monitor and record any communications between you and us using monitoring devices or other technical and physical means. The monitoring and recording of communications may occur when necessary for the purposes permitted by law and to ensure regulatory compliance. Telephone or online audio/video conversations and any other electronic communications may be recorded without the use of a warning tone or notification. Such records will be our sole property and accepted by you as evidence. We may use such recordings and other records as evidence in court or other proceedings.
35.7. Upon reasonable request made in writing by you to us, you shall be allowed to review available records maintained by us relating to you. In addition, you shall also be allowed and entitled to, solely at your own cost and expense, a copy of such records.
35.8. Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our Services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record-keeping obligations, although records may be made available to you upon request at our absolute discretion.
36. Feedback, Queries, Complaints
36.1. You agree that use of any feedback may be made by Bitpace at its sole discretion and that Bitpace in no way shall be obliged to make use of any kind of the feedback or part thereof.
36.2. Notwithstanding the aforementioned, Bitpace may use the anonymized and/or aggregated learnings, findings, and outcomes thereof to develop, improve, and optimise Bitpace’s products, services, and/or processes and verify your compliance with these Standard Terms.
36.3. We are committed to providing the highest level of service to all of our counterparties. However, we do recognise that, on occasion, problems may arise, and we may fall short of the service levels to which we aspire. If you are dissatisfied with any aspect of our Services, you may make a complaint to us. Any feedback, queries or complaints should be referred to our Customer Support team, available at [email protected].
36.4. In the event of a complaint, please notify us of the cause of your complaint and give us any information that is relevant to your complaint. We will conduct a full investigation of your complaint and will contact you as soon as the investigation is completed, but not later than fourteen (14) days from the date of the receipt of your complaint. When you receive a response from us, we will:
36.4.1. offer to resolve your complaint in the way you requested (where/if applicable);
36.4.2. make a determination rejecting your complaint and set out the reasons for the rejection; or
36.4.3. offer to resolve your complaint with an alternative solution. In exceptional circumstances, if we are unable to respond to your complaint within fourteen (14) days for reasons beyond Bitpace’s control, we will send you a notification indicating the reasons for the delay in answering your complaint and specifying the deadline by which we will respond to your complaint (which will be no later than thirty-five (35) days from the receipt of your complaint).
36.5. Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.
37. Assignment and Transfer of Rights
37.1. We may at any time assign, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Standard Terms.
37.2. You shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Standard Terms.
38. Parts Of These Standard Terms Could Eventually Be Deleted
38.1. If any provision or part-provision of these Standard Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Standard Terms.
39. Exclusion of Liability for External Events
39.1. We shall not be in breach of these Standard Terms nor liable for delay in performing, or failure to perform, any of our obligations under these Standard Terms if such delay or failure is a result of events, circumstances or causes beyond our reasonable control, including acts of God, flood, drought, earthquake or other natural disasters, epidemic or pandemic, terrorist attack, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence, registration or consent, non-performance by suppliers or subcontractors, forks, hacks, interruption or failure of utility or internet service.
40. Set-Off
40.1. Bitpace may set off amounts owing by you to Bitpace against amounts owing by Bitpace to you in Fiat arising under these Standard Terms, but Bitpace will not assert any set-off right against Supported Crypto-Assets after Delivery is complete, and will not treat any delivered Supported Crypto-Asset as subject to any lien, charge, or encumbrance in favour of Bitpace.
40.2. In addition to and without limiting this Section 40.2, where Bitpace holds Fiat or Supported Crypto-Assets received from or for the account of the Merchant on a limited, transient, transaction-processing basis prior to Delivery (including in respect of a Transaction Instruction that has been refused, cancelled, suspended, or that Bitpace has been unable to complete by the Delivery Deadline, or that has been determined to be a Stalled Transaction under Section 16.5), Bitpace may, subject to Applicable Law and to any contrary order of a competent court or regulatory authority, set off any of the Merchant’s liabilities to Bitpace under these Standard Terms or any related agreement (whether present, future, actual, or contingent) against such undelivered Fiat or undelivered Supported Crypto-Assets.
40.3. For the purposes of Section 40.2, Bitpace may:
40.3.1. assign a commercially reasonable value to any unascertained or contingent liability of the Merchant;
40.3.2. convert any amount not denominated in the currency or Supported Crypto-Asset of the Merchant’s relevant obligation into that currency or Supported Crypto-Asset, using the prevailing mid-market rate at the time of the calculation as reasonably determined by Bitpace; and
40.3.3. where reasonably necessary to give effect to the set-off, liquidate undelivered Supported Crypto-Assets at the prevailing mid-market rate at the time of liquidation as reasonably determined by Bitpace.
40.4. Each calculation, conversion, and valuation made by Bitpace under this Section 40 will be made with commercial reasonableness and, absent manifest error, will be conclusive and binding on the Merchant. Bitpace will provide the Merchant, on request, with a written explanation of any set-off, valuation, or liquidation effected under this Section 40.
40.5. For greater certainty, nothing in this Section 40 grants Bitpace any right of set-off, lien, security interest, retention, rehypothecation, encumbrance, or other proprietary claim in respect of any Supported Crypto-Asset after Delivery is complete (consistent with Section 14.2). This Section 40 does not derogate from, and is subject to: (a) Bitpace’s obligations under Section 12.4 to cancel and refund the Original Consideration where applicable; and (b) Applicable Law (including any sanctions, AML/ATF/CPF, fraud prevention, or court or regulatory order or directive that restricts the return, retention, transfer or set-off of Fiat or Supported Crypto-Assets).
41. Cumulative Rights
41.1. The rights and remedies provided under these Standard Terms are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all, in any manner, or at any time beneficial to you.
42. No Waiver of Rights
42.1. No failure or delay by us to exercise any right or remedy provided under these Standard Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
43. Applicable Law and Jurisdiction
43.1. These Standard Terms, their subject matter and formation, and any non-contractual disputes or claims arising out of or in connection with them, are governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. You and Bitpace irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, Canada.