Foreign Exchange Terms and Conditions

Alkepay Inc. is a corporation incorporated under the laws of Canada with its registered office at 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6, Canada.

Alkepay is registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") as a Money Services Business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (the "PCMLTFA"). Our FINTRAC registration number is C10001750.

Alkepay is not a bank, trust company or deposit-taking institution. Our services do not constitute deposit-taking, investment, brokerage or financial advisory services. Funds held by Alkepay in connection with our services are not insured by the Canada Deposit Insurance Corporation ("CDIC") or any other deposit protection scheme.

“Applicable Law” means all laws, regulations and binding regulatory guidance applicable to the services, including the PCMLTFA and its regulations and (where applicable) the RPAA.

“Authorised User” means an individual appointed by you and accepted by Alkepay to provide Instructions and operate the Services on your behalf.

“Beneficiary” means the person or entity nominated by you as the intended recipient of a Payment.

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario, Canada.

“Client” "you" or "your" means the business or entity using the FX Services.

“Cross-Border Payment” means a Payment in which the originator and the Beneficiary are located in different countries, or which involves the transfer of funds between accounts held in different jurisdictions.

“FX Services” means the foreign exchange dealing and related services provided by Alkepay under these Terms.

“FX Transaction” means a foreign exchange transaction whereby Alkepay exchanges one currency for another at an agreed rate.

“Instruction” means a direction or order issued by you (or an Authorised User on your behalf) to us in connection with an FX Transaction, a Payment or any other element of the Services.

“Payment” means an electronic funds transfer initiated, processed or settled by Alkepay on your behalf, including domestic and Cross-Border Payments delivered via wire transfer, SWIFT, Fedwire, EFT, ACH or other payment rails made available by Alkepay from time to time.

“Payment Services” means the payment-related services provided by Alkepay under these Terms, including the initiation, processing, transmission and settlement of Payments and Cross-Border Payments.

“Quote” means an indicative or firm exchange rate quoted by Alkepay for an FX Transaction.

“Recipient Account” means the bank account or other payment destination nominated by you to receive the proceeds of a Payment.

“Reversal Loss” means the loss, costs and expenses incurred by Alkepay where an FX Transaction or Payment is cancelled or unwound, including any adverse foreign exchange movement between the time the transaction was booked and the time it is unwound, calculated by reference to the prevailing market rate at the time of unwinding.

“Services” means, collectively, the FX Services and the Payment Services.

“Service Confirmation” means the electronic confirmation issued by Alkepay setting out the agreed terms of an FX Transaction or Payment.

“Settlement Date” means the date on which the proceeds of an FX Transaction or Payment are credited to the destination specified in the Instruction.

The Services are made available to businesses and institutional clients only. You represent that you are accessing the Services on behalf of a duly incorporated or registered entity and have authority to bind that entity to these Terms.

Access to the Services is conditional on the satisfactory completion of our onboarding and due diligence process, including identification, verification, beneficial ownership and sanctions screening. We may, in our sole discretion, decline to onboard or continue to provide services to any client, without being required to provide reasons.

You agree to provide accurate, complete and up to date information at onboarding and throughout the relationship, and to notify us promptly of any material change to your business, ownership structure or regulatory status.

By accepting these Terms electronically or by typing your name on any form we provide, you agree that your electronic signature is your consent to be bound by these Terms and that we may accept your electronic signature as the legal equivalent of a manual signature.

You may appoint one or more Authorised Users to provide Instructions and operate the Services on your behalf, subject to our acceptance. We will conduct identification, verification and screening checks on each Authorised User. You remain responsible for the acts and omissions of every Authorised User as if they were your own, including all Instructions submitted by them. We will continue to act on Instructions from an Authorised User until you notify us in writing to remove them, and any such removal will take effect not less than two Business Days after we receive your notice.

You represent and warrant on a continuing basis that, in respect of each FX Transaction and Payment, you are the beneficial owner of the funds being transferred, or that you are expressly authorised to transact on behalf of the beneficial owner and have disclosed that arrangement to us in advance. We may at any time require documentary evidence of beneficial ownership or authority to transact, and may suspend or refuse to process any FX Transaction or Payment pending receipt of satisfactory evidence.

Alkepay provides foreign exchange dealing services, primarily for the conversion of fiat currencies, and payment services for the initiation, processing and settlement of domestic and Cross-Border Payments. We act as principal in respect of FX Transactions and as an agent of the Client in respect of Payments, unless we expressly state otherwise.

We make available the Services directly and through authorised partners and platforms. Where the Services are accessed through a partner platform, the partner’s terms may apply in addition to these Terms.

We do not offer forward exchange contracts, options or other hedging instruments unless expressly agreed in writing. All FX Transactions are settled on a spot or near-spot basis.

We do not provide financial, investment, tax or legal advice. The Services are not intended for speculative trading. You are solely responsible for assessing whether any FX Transaction or Payment is appropriate for your needs and should obtain independent professional advice if you are in any doubt.

Before executing an FX Transaction or a Payment that involves a currency conversion, we will provide a Quote setting out the applicable exchange rate, the currencies involved and the transaction amount. Quotes may be indicative or firm.

Firm Quotes are valid only for the period specified in the Quote. If you do not accept a firm Quote within that period, it expires and we are not obliged to execute the FX Transaction or Payment at the quoted rate.

Exchange rates fluctuate continuously. You acknowledge that you must act promptly in respect of any Quote and that the ability to transact at a quoted rate depends on your timely acceptance and funding of the relevant FX Transaction or Payment.

If we quote you an exchange rate that is manifestly incorrect as a result of a technical or human error, the Quote is not binding on us and we may refuse to process the Instruction or, at our option, provide a revised Quote.

Instructions become legally binding once the booking process is completed and accepted by us. You may not cancel, withdraw or change an Instruction once it has been accepted unless we expressly agree, in which case any costs and market-movement losses arising from the unwinding will be for your account.

We will issue a Service Confirmation following execution of an FX Transaction or Payment. Service Confirmations constitute prima facie evidence of the terms of the relevant transaction. If you do not notify us of any error in a Service Confirmation within 24 hours of receipt, you will be deemed to have accepted the details set out in it.

We may decline to execute any FX Transaction or Payment, in our sole discretion, including where the transaction would breach Applicable Law or our internal policies, where you have not satisfied our due diligence requirements, where the amount exceeds applicable limits, where Beneficiary information is incomplete or inconsistent, or where market or operational conditions prevent execution at a commercially reasonable rate or in a commercially reasonable timeframe.

Alkepay processes Payments and Cross-Border Payments using a range of payment rails and banking partners, including SWIFT, Fedwire, EFT, ACH, local clearing systems and instant payment networks. The rails and routes available will depend on the source currency, destination currency, destination country and the Beneficiary’s banking arrangements.

You may submit Payment Instructions through the channels we make available, including our online platform, application programming interface (API) or such other channels as we may notify you of from time to time. Each Payment Instruction must include all information we reasonably require, including the Beneficiary’s full legal name, address, account number or IBAN, the relevant SWIFT/BIC or local routing code, the Recipient Account, the payment amount and currency, the payment purpose, and any other information required by Applicable Law or by our banking partners.

You are solely responsible for the accuracy and completeness of all Payment Instructions, including Beneficiary information. We will execute Payment Instructions in accordance with the details you provide and shall not be liable for any loss, delay, return or misdirection of a Payment resulting from inaccurate, incomplete or outdated Beneficiary information. We rely solely on the account number, IBAN, SWIFT/BIC or routing code you provide and are not obliged to verify that those details match the Beneficiary name.

Payments are processed subject to the operating hours, cut-off times and processing schedules of our banking partners, correspondent banks and the relevant payment networks. Instructions received after the applicable cut-off time will be processed on the next available processing day. Cut-off times and indicative processing times for each payment rail will be made available to you separately. We do not guarantee same-day processing, settlement or crediting of funds.

Cross-Border Payments may pass through one or more intermediary banks before reaching the Beneficiary. Intermediary banks, correspondent banks and Beneficiary banks may deduct their own fees, taxes or charges from the Payment amount and may apply their own processing timelines. The Beneficiary may therefore receive an amount that is less than the original Payment amount. We do not control these deductions and do not receive any portion of them.

Payments may be subject to regulatory or compliance review, including sanctions screening and requests for information from our banking partners or correspondent banks. We may delay, hold or decline a Payment pending the completion of any such review, and we may require additional information from you in connection with the Payment. You agree to respond promptly and in any event within 24 hours to any request for information we issue in connection with a Payment.

We may, in our sole discretion, set transaction limits, daily limits, monthly limits, currency-specific limits or country-specific limits applicable to Payments, and may amend such limits at any time. The Services may not be used to transact with any country, person or entity subject to comprehensive Sanctions, and we may decline or block any Payment to or from a restricted destination.

If you believe that an FX Transaction or Payment was not authorised by you or an Authorised User, you must notify us without undue delay and in any event within five Business Days of receipt of the relevant Service Confirmation. We will investigate the matter and, if we determine that the transaction was unauthorised and that you have not acted fraudulently or failed to safeguard your access credentials, we will use commercially reasonable efforts to refund the amount of the transaction.

We are liable to you for the correct execution of an Instruction unless we can demonstrate that we acted in accordance with the Instruction. Where we have incorrectly executed an FX Transaction or Payment as a result of our error, we will refund or correct the transaction without undue delay and, where applicable, make reasonable efforts to trace any non-executed or incorrectly executed Payment.

Where an error in an FX Transaction or Payment is attributable to you, including the provision of inaccurate or incomplete Beneficiary or Recipient Account information, we will not be liable for any resulting loss but will, on your written request, make reasonable efforts to assist you in tracing or recovering the funds. Whether the funds can be recovered will depend on factors outside our control, including the actions of intermediary, correspondent and Beneficiary banks.

Any dispute relating to the underlying goods, services or other matter to which a Payment relates is solely between you and the Beneficiary. We are not party to any such dispute and have no obligation to investigate, mediate or resolve it.

A Payment may be returned, rejected or cancelled by a banking partner, correspondent bank, Beneficiary bank or payment network for a variety of reasons, including incorrect Beneficiary information, account closures, sanctions screening, regulatory holds, suspected fraud or compliance review.

Where a Payment is returned to us, we will use commercially reasonable efforts to credit the returned amount to you, less any fees, intermediary deductions, foreign exchange losses or other costs incurred in connection with the Payment and its return. We are not obliged to refund a Payment until we have received the returned funds in cleared form.

Where a returned Payment was originally executed with a currency conversion, the returned amount will be converted back to the source currency at the prevailing exchange rate at the time of the return, which may differ materially from the rate applied to the original Payment. You bear all foreign exchange risk associated with the return.

You may not unilaterally cancel a Payment Instruction once it has been accepted. We may, in our sole discretion, agree to attempt to recall a Payment at your request. We do not guarantee the success of any recall attempt and you will be liable for any costs, fees, intermediary bank charges and foreign exchange losses incurred in connection with the attempted recall.

Our exchange rates are derived from prevailing interbank market rates and incorporate our applicable margin or spread. This margin is how we make our money on FX Transactions and Payments involving a currency conversion, and is built into the rate quoted to you.

Additional fees may apply to FX Transactions and Payments, including wire fees, processing fees and platform fees, as set out in your onboarding documentation or as otherwise notified to you.

You acknowledge that exchange rates are volatile and may move significantly between the time a Quote is issued and the time a transaction is executed or settled. We do not guarantee that any rate quoted will match any publicly available benchmark rate.

Third-party intermediary banks, correspondent banks and Beneficiary banks may deduct their own fees from Payment proceeds. We do not control these fees and do not receive any portion of them. The Beneficiary may therefore receive less than the amount sent.

All fees are exclusive of applicable taxes. You are responsible for any goods and services tax, harmonised sales tax, withholding tax or other tax applicable to the Services.

We may amend our fees on not less than 30 days’ prior notice, except where a change is required by Applicable Law or arises from third-party costs, in which case we will provide as much notice as is reasonably practicable.

You are responsible for ensuring that cleared funds in the relevant source currency are available to settle each FX Transaction or Payment on or before the Settlement Date. We may require you to pre-fund FX Transactions and Payments or maintain a minimum balance.

Settlement proceeds will be paid to the Recipient Account specified in your Instruction. We are not responsible for errors in settlement arising from incorrect or outdated Recipient Account details provided by you.

Settlement timelines are subject to the operating hours of correspondent banks, payment networks and local clearing systems. We do not guarantee settlement on any specific date and are not liable for delays caused by third-party payment infrastructure or factors outside our reasonable control.

If you fail to fund an FX Transaction or Payment by the Settlement Date, we may, without further notice, cancel or unwind the transaction. You shall be liable for the Reversal Loss, together with any applicable late settlement fees. We may deduct the Reversal Loss from any funds we hold for you, including from any subsequent FX Transaction or Payment, and any unpaid balance will be a debt immediately due and payable to us.

All payments to us shall be made in cleared funds without deduction, withholding or set-off, except as required by Applicable Law. If you are required to make a withholding or deduction, you shall gross up the payment so that we receive the full amount we would have received in the absence of such withholding or deduction.

Funds held by Alkepay are not deposits and do not accrue interest in your favour.

You acknowledge that funds held by Alkepay are not insured by the Canada Deposit Insurance Corporation or any other deposit protection scheme. Where funds are held in a pooled account, they represent an unsecured claim against Alkepay subject to applicable safeguarding arrangements.

You are responsible for the security of your access credentials and those of each Authorised User, including usernames, passwords, security tokens and API keys (together, "Access Credentials"). You must take all reasonable steps to keep Access Credentials confidential and to prevent their unauthorised use, and must notify us immediately if you become aware or suspect that Access Credentials have been lost, stolen, compromised or used without authority.

We may, at any time and in our sole discretion, suspend or revoke Access Credentials, including where we reasonably suspect a security compromise, where Access Credentials are being used in breach of these Terms or where required by Applicable Law.

As a registered Money Services Business, Alkepay is subject to obligations under the PCMLTFA and its regulations, including obligations relating to client identification, transaction monitoring, suspicious transaction reporting, large cash transaction reporting and electronic funds transfer reporting. We retain client due diligence and transaction records for the periods required by Applicable Law.

Alkepay is subject to the FINTRAC Travel Rule and related electronic funds transfer reporting obligations, which require that originator and Beneficiary information be included in payment messages and provided to recipient financial institutions in accordance with the thresholds and parameters prescribed by Applicable Law from time to time. You consent to us including this information in Payment messages and agree to provide all information we reasonably require for Travel Rule and related regulatory compliance.

You consent to us conducting client identification, verification, beneficial ownership, politically exposed persons, sanctions and adverse media checks at onboarding and on an ongoing basis, and to us screening Beneficiaries and counterparties to your Payments. You shall promptly provide all information and documentation we reasonably request for these purposes.

You represent and undertake on a continuing basis that you, your beneficial owners, your Authorised Users and the Beneficiaries of your Payments are not subject to economic sanctions administered by Canada, the United States, the United Nations or any other applicable authority, and that funds used in connection with the Services originate from lawful sources.

We may, without prior notice, refuse, delay, freeze, block or reverse any FX Transaction or Payment and suspend or terminate your access to the Services where we reasonably suspect a transaction involves money laundering, terrorist financing, sanctions exposure, fraud or other financial crime, or where we are required to do so by Applicable Law, a regulatory authority, a law enforcement agency or a banking partner.

We are required by Applicable Law to report certain transactions to FINTRAC and may be prohibited from disclosing the existence of such reports to you. We shall not be liable for any action taken in good faith pursuant to our regulatory obligations.

You may not use the Services in connection with any activity that is unlawful, fraudulent or in breach of Applicable Law, or that exposes Alkepay, its banking partners or its correspondent banks to undue legal, regulatory, financial or reputational risk. Alkepay maintains a list of restricted and prohibited business activities and customer categories, which is made available to Clients as part of our onboarding documentation and may be updated from time to time. You may not use the Services in connection with any activity on that list without our prior written consent.

We may, at any time, request information about the nature of your business activities, the purpose of any FX Transaction or Payment, the source of funds or the underlying commercial arrangement. You agree to provide such information promptly and to provide supporting documentation where reasonably requested.

We may suspend or terminate your access to the Services where you are in breach of these Terms, where required by Applicable Law or a regulatory authority, where your use of the Services poses a financial, legal, regulatory or reputational risk to us, or where a banking partner or correspondent bank requires us to do so.

Either party may terminate the Services by giving the other not less than 30 days’ prior written notice. We may terminate with immediate effect where you commit a material breach of these Terms or where you become subject to an insolvency event.

Termination does not affect any FX Transactions or Payments that have been confirmed prior to termination, which will be completed in accordance with their terms. You remain liable for all amounts owing in respect of confirmed transactions, including any Reversal Loss arising from market movement or unwinding if you fail to fund a transaction.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for fraud, wilful misconduct or death or personal injury arising from negligence.

Subject to clause 15.1, our total aggregate liability to you for all claims arising under or in connection with these Terms, whether in contract, tort or otherwise, shall not exceed the total fees paid by you to us in the three-month period immediately preceding the event giving rise to the claim.

We shall not be liable for any indirect, incidental, consequential, special or punitive loss or damage, including loss of profits, loss of revenue, loss of business, loss of goodwill or loss or corruption of data.

We do not warrant that the Services will be uninterrupted or error-free. We are not liable for losses arising from third-party payment infrastructure failures, market movement, exchange rate fluctuation, the unavailability of any currency or payment route, the actions or omissions of intermediary, correspondent or Beneficiary banks, Beneficiary errors or delays, or any action taken pursuant to our regulatory obligations.

You acknowledge that foreign exchange rates are volatile, that no foreign exchange transaction is without risk, and that Cross-Border Payments are subject to operational, regulatory and counterparty risks that are outside our reasonable control.

You shall indemnify and hold harmless Alkepay and its directors, officers, employees and affiliates from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with: (a) your breach of these Terms; (b) any failure by you to comply with Applicable Law, including in connection with the underlying purpose of any Payment; (c) any third-party claim arising from your use of the Services or relating to a Payment; (d) any inaccurate, incomplete or fraudulent Instruction or Beneficiary information submitted by you or any Authorised User; or (e) any act or omission of any Authorised User in connection with the Services.

We process personal information in accordance with Applicable Law, including the Personal Information Protection and Electronic Documents Act (Canada) and, where applicable, an Act respecting the protection of personal information in the private sector (Quebec) (Law 25), and our Privacy Policy. You are responsible for ensuring that you have obtained all necessary consents and provided all required notices to any individuals, including Beneficiaries and Authorised Users, whose personal information is shared with us in connection with the Services.

Each party shall keep confidential the other party’s commercially sensitive information, including pricing, exchange rates, transaction data and the terms of these Terms, except as required by Applicable Law or a regulatory authority. This obligation survives termination of these Terms for a period of three years.

You consent to receiving communications from us by email, telephone, mobile application or other electronic means, including transaction confirmations, requests for information, regulatory notices and updates to these Terms.

We shall not be liable for any failure or delay in performing our obligations under these Terms to the extent caused by circumstances beyond our reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, changes in Applicable Law, sanctions or currency controls, system or network failures, banking system outages, payment network outages or the actions of third-party payment providers, correspondent banks or Beneficiary banks.

We may amend these Terms at any time by publishing an updated version on our website. Where an amendment is material, we will provide you with not less than 30 days’ prior notice. Where an amendment is required by Applicable Law or a regulatory authority, we may implement the change with shorter notice or, where required, without notice.

Your continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms.

These Terms, and any dispute arising under or in connection with them, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party submits to the exclusive jurisdiction of the courts of the Province of Ontario.

We may set off any amount owing from you to us under these Terms against any amount we owe to you, whether arising under these Terms or otherwise, and may deduct any such amount from funds held by us on your behalf or from the proceeds of any FX Transaction or Payment.

We may assign or transfer our rights and obligations under these Terms to any affiliate or successor. You may not assign or transfer your rights or obligations without our prior written consent.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

A failure or delay in exercising any right or remedy does not constitute a waiver. No waiver is effective unless in writing.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency (other than as expressly stated in clause 4.1) or fiduciary relationship.

If you have a complaint about the Services, please contact us in writing at legal@alkepay.ca or at our registered office address set out in clause 1.1. We will acknowledge your complaint within five Business Days and use reasonable efforts to resolve it within 30 Business Days.

You may also contact FINTRAC or any other competent regulatory authority directly in respect of any concern regarding our compliance with Applicable Law.