Customer Agreement

1.1 In this Agreement, the following terms shall have the meanings set out below:

1.2 In this Agreement, unless the context requires otherwise:

• references to a “Clause” or “Schedule” are to a clause or schedule of this Agreement;
• the singular includes the plural and vice versa;
• references to a person include legal entities and unincorporated associations;
• references to writing include email and other electronic communications;
• headings are for convenience only and shall not affect interpretation.

2.1 DaisyLink Financial Ltd is registered as a Payment Service Provider under the Retail Payment Activities Act (Canada) and as a Money Services Business with FINTRAC under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) with virtual currency permissions. DaisyLink operates under the supervision of the Bank of Canada (in respect of RPAA obligations) and FINTRAC (in respect of AML/CFT obligations).

2.2 DaisyLink’s Services are provided as a technology and payment intermediary. DaisyLink does not hold banking licences, provide investment advice, or offer regulated financial instruments within the meaning of applicable Canadian securities law. DaisyLink is not a custodian of Client funds except as strictly necessary and for the minimum period required to execute a Payment Instruction.

2.3 The Client acknowledges that Virtual Assets and Stablecoins are not legal tender, are not covered by deposit guarantee schemes (such as the Canada Deposit Insurance Corporation, CDIC), and their value may fluctuate. The Client represents that it understands these risks.

2.4 Nothing in this Agreement creates a relationship of partnership, joint venture, employment, or agency between the Parties.

3.1 Core Services

Subject to the terms of this Agreement, DaisyLink shall provide the Client with the following services (the “Services”):

• Fiat-to-USDC On-Ramp: Collection of Fiat Currency via 200+ supported payment methods (including bank transfers, SWIFT, EFT, Interac, card networks, and alternative payment methods) and conversion to USDC at a transparent per-transaction rate, settled to the Client Wallet.
• USDC-to-Fiat Off-Ramp: Conversion of USDC held in the Client’s account to Fiat Currency and delivery to a designated bank account.
• Stablecoin Wallet-to-Wallet Transfers: On-chain transmission of USDC or other supported Stablecoins from one designated wallet address to another.
• Dashboard Access: Access to DaisyLink’s online platform for submission of Payment Instructions, transaction monitoring, reporting, and account management.
• API Integration: Access to DaisyLink’s API, SDK, and hosted checkout for programmatic integration of payment flows.
• Compliance Reporting: Transaction-level reporting to support the Client’s own AML/CFT and regulatory obligations.
• Cross-Border Remittance: Transmission of Fiat Currency on behalf of the Client or the Client’s end-users from Canada to recipients in foreign jurisdictions, settled to a Recipient Account or Client Wallet. Remittances are processed as a foreign exchange dealing and money transfer activity under the PCMLTFA, and may be settled in the destination Fiat Currency or, where supported, in USDC or other Stablecoins.

3.2 Service Levels

DaisyLink shall use reasonable endeavours to ensure that:

• Fiat-to-USDC conversions are completed within the timeframes set out in Schedule 2 (Service Levels);
• On-chain Settlement occurs within industry-standard blockchain confirmation times;
• The Dashboard and API are available 99.5% of the time in any calendar month (excluding scheduled maintenance).

3.3 Supported Currencies and Jurisdictions

The current list of supported currencies, payment methods, and jurisdictions is available at DaisyLink’s website and may be updated from time to time. DaisyLink reserves the right to restrict or modify the available currencies and payment methods at its sole discretion.

3.4 Excluded Services

DaisyLink does not provide:

• Investment, financial, tax, or legal advice;
• Margin lending, credit facilities, or leverage products;
• Trading or brokerage services in Virtual Assets other than Stablecoins;
• Services to persons or entities resident in or connected to Prohibited Jurisdictions.

3.5 Cross-Border Remittance Services

3.5.1 DaisyLink provides cross-border Remittance services as a foreign exchange dealing and money transfer activity regulated under the PCMLTFA. DaisyLink is registered as an MSB with FINTRAC with virtual currency permissions, which authorises it to conduct international money transfers and foreign exchange transactions on behalf of its Clients.

3.5.2 Remittance services include: (a) collection of Fiat Currency from the Client in Canada; (b) foreign exchange conversion at the rate disclosed to the Client at the time of each transaction; (c) transmission of the converted funds to one or more Recipient Account(s) in the destination jurisdiction; and (d) where supported, settlement in USDC or other Stablecoins to a Client Wallet in lieu of Fiat Currency delivery.

3.5.3 Foreign Exchange Rate Disclosure. For each Remittance, DaisyLink shall disclose to the Client, prior to execution: (a) the exchange rate applied; (b) any applicable FX margin or spread; (c) the estimated amount to be received by the recipient in the destination currency; and (d) the estimated delivery timeframe. The Client’s submission of a Payment Instruction for a Remittance constitutes acceptance of the disclosed rate and terms.

3.5.4 Supported Corridors. The current list of supported Remittance corridors (origin/destination country pairs) and destination currencies is available at DaisyLink’s website and may be updated from time to time. DaisyLink reserves the right to add, suspend, or remove corridors at its discretion with reasonable notice.

3.5.5 Delivery and Finality. Once a Remittance has been transmitted, it is irrevocable. DaisyLink shall not be required to reverse or recall a transmitted Remittance. Delivery timeframes are estimates only and may be affected by correspondent banking cut-off times, public holidays in the destination jurisdiction, or local regulatory requirements. DaisyLink shall bear no liability for delays caused by third-party correspondent banks, payment networks, or destination-country financial institutions.

4.1 Onboarding Requirements

Prior to accessing the Services, the Client must successfully complete DaisyLink’s onboarding and verification process, which includes:

• Submission of corporate documentation evidencing the Client’s legal existence, ownership structure, and authorised representatives;
• Identification and verification of all Ultimate Beneficial Owners (UBOs) holding 25% or more (or such lower threshold as required by Applicable Law);
• Completion of a Business Questionnaire disclosing the Client’s business activities, anticipated transaction volumes, and source of funds;
• Provision of a valid LEI (Legal Entity Identifier) where applicable;
• Satisfactory completion of DaisyLink’s risk assessment under the PCMLTFA and FINTRAC guidelines.
• Satisfactory information via Reliance Model from a regulated financial entity in a recognized jurisdiction

4.2 Ongoing Due Diligence

The Client agrees to:

• Promptly notify DaisyLink of any material change to its corporate structure, ownership, business activities, or regulatory status;
• Submit updated KYB documentation at DaisyLink’s request, and in any event at least annually;
• Co-operate fully with DaisyLink’s periodic enhanced due diligence reviews.

4.3 Refusal of Onboarding

DaisyLink reserves the right to refuse onboarding or to suspend or terminate Services at any time if, in DaisyLink’s sole and reasonable assessment:

• The Client fails to provide satisfactory KYB/KYC documentation;
• The Client poses an unacceptable AML, sanctions, or reputational risk;
• The Client’s activities involve Prohibited Jurisdictions or Sanctioned Persons.

5.1 Submission of Payment Instructions

The Client may submit Payment Instructions via the Dashboard, API, or such other channel as DaisyLink may designate. Each Payment Instruction must specify:

• The amount and currency of the Fiat Currency to be converted or transferred;
• The Client Wallet address for receipt of USDC, USDT or other stable coin (for On-Ramp transactions);
• The destination bank account details (for Off-Ramp transactions);
• Any reference information required for the Client’s internal reconciliation.

For Remittance instructions, the Client must additionally specify: (a) full name and address of the intended recipient; (b) Recipient Account details (bank name, account number, IBAN, SWIFT/BIC, or mobile money identifier, as applicable); (c) destination country and currency; (d) the purpose of the Remittance; and (e) where required by the Travel Rule or FINTRAC regulations, full originator and beneficiary information.

5.2 Authorisation

By submitting a Payment Instruction, the Client authorises DaisyLink to:

• Collect and convert the specified Fiat Currency amount;
• Deduct the applicable Transaction Fee;
• Execute the on-chain Settlement to the designated Client Wallet.

5.3 Finality of Settlement

Once a Payment Instruction has been executed and on-chain Settlement has occurred, the transaction is irrevocable. DaisyLink shall not be required to reverse, recall, or cancel a completed Settlement. The Client is solely responsible for ensuring the accuracy of all wallet addresses and bank account details submitted in Payment Instructions. DaisyLink shall bear no liability for Settlements made to an incorrect address provided by the Client.

5.4 Refusal of Payment Instructions

DaisyLink reserves the right to decline or delay execution of a Payment Instruction where:

• The instruction appears to involve a Sanctioned Person or Prohibited Jurisdiction;
• The transaction triggers enhanced due diligence requirements under the PCMLTFA;
• DaisyLink has reasonable grounds to suspect financial crime;
• Required Travel Rule information has not been provided;
• The Client’s account is under suspension or under AML review.

In such cases, DaisyLink shall notify the Client (to the extent permitted by law) and shall not be liable for any loss arising from the delay or refusal.

5.5 Travel Rule Compliance

For Virtual Asset transfers above the applicable threshold under the PCMLTFA and associated FINTRAC regulations (currently CAD 1,000 or equivalent), the Client must provide full originator and beneficiary information as required. DaisyLink will collect and transmit this information to counterparty virtual asset service providers using approved Travel Rule protocols.

6.1 Transaction Fees

The Client shall pay DaisyLink the Transaction Fees as set out in Schedule 1 (Fee Schedule). Fees are deducted automatically from each transaction at the time of processing. DaisyLink shall provide the Client with a transaction-level fee breakdown accessible via the Dashboard.

6.2 Fee Structure

DaisyLink’s fee structure is:

• A single transparent per-transaction fee as a percentage and/ or fixed amount (as set out in Schedule 1);

6.3 Fee Changes

DaisyLink may amend its Fee Schedule by providing not less than 30 days’ written notice to the Client. Continued use of the Services after the effective date of a fee change constitutes acceptance of the revised fees.

6.4 Taxes

All fees are stated exclusive of GST/HST and any other applicable Canadian federal or provincial taxes. The Client is responsible for determining and accounting for any taxes applicable to its use of the Services in its own jurisdiction. DaisyLink shall charge GST/HST where required by Canadian law.

6.5 Disputed Fees

The Client must raise any dispute regarding fees in writing within 30 days of the relevant transaction date. Disputes raised after this period shall not be considered.

7.1 DaisyLink’s Obligations

DaisyLink operates a comprehensive AML/CFT programme in compliance with the PCMLTFA, FINTRAC guidelines, and FATF Recommendations. This programme includes:

• Customer due diligence (CDD) and enhanced due diligence (EDD) procedures;
• Ongoing transaction monitoring and suspicious activity detection;
• Screening of clients and transactions against Canadian, UN, and OFAC sanctions lists;
• Filing of Suspicious Transaction Reports (STRs) and Large Cash Transaction Reports with FINTRAC as required by law;
• Travel Rule implementation for Virtual Asset transfers;
• Cross-Border Electronic Funds Transfer (EFT) reporting and Large Value Transfer System (LVTS) reporting for Remittance transactions as required by the PCMLTFA and FINTRAC regulations;
• Record-keeping for a minimum of 5 years in accordance with the PCMLTFA.

7.2 Client’s Obligations

The Client represents, warrants, and undertakes that:

• It has in place its own AML/CFT programme appropriate to its business and regulatory obligations;
• It will not use the Services to process transactions that are, or that the Client knows or suspects to be, connected with money laundering, terrorist financing, fraud, or any other criminal activity;
• It will not conduct transactions with Sanctioned Persons or in connection with Prohibited Jurisdictions;
• All funds it transmits through the Services are derived from legitimate sources;
• It will promptly provide DaisyLink with all information and documentation requested in connection with AML/CFT obligations.

7.3 Suspicious Transaction Reporting

DaisyLink is required by law to file Suspicious Transaction Reports (STRs) with FINTRAC. The Client acknowledges that DaisyLink may be prohibited by law from disclosing to the Client that an STR has been filed (“tipping off”). Neither Party shall be liable to the other for actions taken in good faith in compliance with Applicable Law regarding suspicious transaction reporting.

8.1 Data Controller

For the purposes of the Personal Information Protection and Electronic Documents Act (PIPEDA) and the British Columbia Personal Information Protection Act (PIPA), DaisyLink acts as the organization responsible for personal data of the Client’s Authorised Users and UBOs processed in connection with this Agreement.

8.2 Data Processing Purposes

DaisyLink processes personal data for the following purposes:

• Performance of this Agreement and provision of the Services;
• KYC/KYB verification and ongoing due diligence;
• AML/CFT compliance and sanctions screening;
• Regulatory reporting and record-keeping;
• Fraud prevention and security;
• Improvement of DaisyLink’s products and services (where the Client has consented).

8.3 Legal Basis

DaisyLink processes personal data on the following bases: (a) performance of contract; (b) compliance with a legal obligation under the PCMLTFA and other Applicable Law; (c) legitimate interests of DaisyLink; and (d) consent, where expressly obtained.

8.4 Data Retention

DaisyLink retains personal data for a minimum of 5 years from the end of the business relationship, in accordance with the PCMLTFA, and thereafter as required by Applicable Law.

8.5 Client’s Data Obligations

The Client warrants that it has provided all required notices to, and obtained all required consents from, its Authorised Users and any third parties whose personal data it shares with DaisyLink under this Agreement.

8.6 Privacy Policy

DaisyLink’s full Privacy Policy is available on DaisyLink’s website and is incorporated by reference into this Agreement.

9.1 Client Representations

The Client represents and warrants to DaisyLink, as of the Effective Date and on each date it submits a Payment Instruction, that:

• It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
• It has full power and authority to enter into and perform its obligations under this Agreement;
• This Agreement has been duly authorised, executed, and constitutes a legal, valid, and binding obligation of the Client;
• It holds all licences, registrations, and approvals required by Applicable Law to carry on its business and to use the Services;
• It is not a Sanctioned Person and is not owned or controlled by a Sanctioned Person;
• It is not incorporated, registered, or domiciled in a Prohibited Jurisdiction;
• No insolvency, bankruptcy, liquidation, or similar proceedings have been commenced or threatened in respect of the Client;
• All information provided to DaisyLink in connection with onboarding and this Agreement is true, accurate, and complete.

9.2 DaisyLink Representations

DaisyLink represents and warrants that:

• It is duly incorporated under the laws of British Columbia, Canada, validly registered as a Payment Service Provider under the RPAA, and registered as an MSB with FINTRAC with virtual currency permissions;
• It has the necessary systems, controls, and expertise to provide the Services;
• It will provide the Services in compliance with Applicable Law.

10.1 Custody Infrastructure

DaisyLink safeguards Virtual Assets held in transit using institutional-grade multi-party computation (MPC) wallet infrastructure, which provides segregated asset protection. DaisyLink holds Virtual Assets on behalf of the Client only for the minimum period necessary to execute a Payment Instruction.

10.2 Payment Security

DaisyLink’s payment infrastructure is designed to comply with Payment Card Industry Data Security Standard (PCI-DSS) requirements applicable to its operations.

10.3 Client Security Responsibilities

The Client is solely responsible for:

• The security of its Dashboard credentials, API keys, and private keys;
• Ensuring that only authorised personnel access and use the Services;
• Promptly notifying DaisyLink of any suspected or actual unauthorised access to its account.

10.4 No Deposit Guarantee

Virtual Assets held by DaisyLink in transit are not protected by the Canada Deposit Insurance Corporation (CDIC) or any equivalent deposit insurance scheme.

11.1 Exclusions

To the fullest extent permitted by Applicable Law, DaisyLink shall not be liable for:

• Any indirect, consequential, special, incidental, or punitive loss or damage;
• Loss of profit, revenue, business, data, or goodwill;
• Losses arising from the Client’s error in providing wallet addresses or bank account details;
• Losses arising from blockchain network failures, congestion, or forks beyond DaisyLink’s reasonable control;
• Losses arising from regulatory changes, government actions, or sanctions;
• Losses arising from the Client’s own failure to comply with Applicable Law.

11.2 Cap on Liability

DaisyLink’s total aggregate liability to the Client under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the aggregate Transaction Fees paid by the Client to DaisyLink in the 3 months immediately preceding the event giving rise to the claim.

11.3 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, blockchain network failures, regulatory interventions, or failures of third-party infrastructure providers. The affected Party shall promptly notify the other and use reasonable endeavours to mitigate the effects.

11.4 Exceptions

Nothing in this Clause 11 limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by Applicable Law.

12.1 Each Party undertakes to keep confidential and not to disclose to any third party any Confidential Information received from the other Party, except as permitted under this Clause 12.

12.2 A Party may disclose Confidential Information: (a) to its employees, officers, advisers, and subcontractors on a need-to-know basis, provided they are bound by equivalent confidentiality obligations; (b) as required by Applicable Law, court order, or a competent regulatory authority (including FINTRAC, the Bank of Canada, and applicable Canadian and provincial regulators); (c) with the prior written consent of the disclosing Party.

12.3 The obligations in this Clause 12 shall survive termination of this Agreement for a period of 5 years.

12.4 DaisyLink may be required to disclose Client information to FINTRAC, the Bank of Canada, law enforcement, or other authorities without prior notice to the Client, in accordance with the PCMLTFA, RPAA, and other Applicable Law.

13.1 All intellectual property rights in DaisyLink’s technology, software, API, Dashboard, brand, and documentation remain the exclusive property of DaisyLink or its licensors. Nothing in this Agreement transfers any intellectual property rights to the Client.

13.2 DaisyLink grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Dashboard and API solely for the purpose of using the Services during the term of this Agreement.

13.3 The Client shall not: reverse engineer, decompile, or disassemble any DaisyLink software; copy or replicate the Dashboard or API; or use DaisyLink’s intellectual property for any purpose other than as expressly permitted in this Agreement.

14.1 Term

This Agreement shall commence on the Effective Date and shall continue unless terminated in accordance with this Clause 14.

14.2 Termination for Convenience

Either Party may terminate this Agreement by giving not less than 30 days’ written notice to the other Party.

14.3 Termination for Cause

Either Party may terminate this Agreement with immediate effect by written notice if:

• The other Party commits a material breach of this Agreement that is incapable of remedy, or that is capable of remedy but has not been remedied within 14 days of written notice;
• The other Party becomes insolvent, enters into administration, liquidation, or any analogous insolvency proceedings under Canadian or other applicable law;
• DaisyLink is required to do so by a competent regulatory authority.

14.4 Immediate Suspension or Termination by DaisyLink

DaisyLink may immediately suspend access to or terminate the Services without notice where:

• DaisyLink suspects or determines that the Client has been involved in money laundering, terrorist financing, fraud, or other criminal activity;
• The Client has provided false or misleading information during onboarding or otherwise;
• The Client becomes a Sanctioned Person or is connected to a Prohibited Jurisdiction;
• Continuation of the Services would expose DaisyLink to unacceptable legal, regulatory, or reputational risk.

14.5 Consequences of Termination

On termination:

• The Client’s access to the Dashboard and API shall be revoked;
• All outstanding Transaction Fees become immediately due and payable;
• DaisyLink shall complete any Payment Instructions already in progress at the date of termination, subject to compliance requirements;
• Clauses 7, 8, 11, 12, 15, 16, and 17 shall survive termination.

15.1 Complaints

The Client may submit a formal complaint to DaisyLink at DaisyLink’s compliance contact address. DaisyLink shall acknowledge the complaint within 5 Business Days and provide a substantive response within 30 Business Days.

15.2 Negotiation

The Parties shall endeavour in good faith to resolve any dispute through senior management discussions within 30 days of a written notice of dispute.

15.3 Arbitration

If the dispute cannot be resolved through negotiation, it shall be finally settled by arbitration under the rules of the British Columbia International Commercial Arbitration Centre (BCICAC), with the seat of arbitration in Vancouver, British Columbia, Canada. The arbitration shall be conducted in English. The arbitral award shall be final and binding.

15.4 Regulatory Complaints

The Client retains the right to lodge a complaint with FINTRAC, the Bank of Canada, the Office of the Privacy Commissioner of Canada (OPC), the British Columbia Information and Privacy Commissioner, or any other competent regulatory authority.

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

16.2 Subject to Clause 15 (Dispute Resolution), the Parties submit to the exclusive jurisdiction of the courts of British Columbia, Canada for any dispute not referred to arbitration.

16.3 Mandatory statutory rights under applicable Canadian federal and provincial law are not affected by the choice of law and jurisdiction provisions in this Clause 16.

17.1 Entire Agreement

This Agreement (including all Schedules) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings between the Parties.

17.2 Amendments

No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both Parties, except as expressly permitted by this Agreement (including fee changes under Clause 6.3).

17.3 Assignment

The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of DaisyLink. DaisyLink may assign this Agreement to a successor entity or in connection with a corporate restructuring, provided it gives the Client prior written notice.

17.4 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

17.5 Waiver

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of that right or remedy, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.

17.6 Notices

Notices under this Agreement shall be in writing and delivered by email (with read receipt) or registered post to the addresses specified at the end of this Agreement or as notified by a Party in writing. Notices shall be effective on the date of receipt.

17.7 Third Party Rights

This Agreement does not confer any rights on any third party.

17.8 Anti-Bribery

Each Party shall comply with all Applicable Laws relating to anti-bribery and anti-corruption, including the Canadian Corruption of Foreign Public Officials Act (CFPOA) and applicable provincial legislation. Neither Party shall offer, give, or receive any bribe, kickback, or improper payment in connection with this Agreement.

17.9 Language

This Agreement is executed in English.

The following fee structure applies as at the Effective Date and may be updated in accordance with Clause 6.3:

All fees are exclusive of GST/HST. Transaction Fees are deducted automatically at point of processing. Volume discounts may be available — contact DaisyLink for details.

The current list of supported payment methods, currencies, and jurisdictions is maintained on DaisyLink’s website and is updated from time to time without requiring amendment to this Agreement. The Client is responsible for checking the current list before submitting Payment Instructions. Services, currencies, and jurisdictions may be added or removed at DaisyLink’s discretion with reasonable notice. Supported services, currencies, and jurisdictions are at all times subject to DaisyLink’s Restricted & Prohibited Jurisdictions Policy.