Terms of Use | Frapex.Exchange

1. INTRODUCTION

These Terms govern the access to and use of the Website operated by Frapex Inc. and the Services that may be provided by the Company from time to time.

The Company is registered with the Financial Transactions and Reports Analysis Centre of Canada as a money services business under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations.

Certain payment-related Services may be subject to the Retail Payment Activities Act and the related requirements applicable to payment service providers in Canada. The Company does not represent that any Service requiring registration with the Bank of Canada is available unless and until the applicable registration, legal, regulatory and operational requirements have been satisfied. Any payment-related Service is provided only to the extent legally permitted, registered, authorized or otherwise available to the Company.

The Website is provided primarily for general informational and communication purposes. It does not itself enable Users to execute transactions, place orders, conclude trades, transfer funds or Virtual Currency, maintain balances, or otherwise access regulated or transaction-related Services directly.

Access to the Website or submission of any inquiry, request, form, message or other communication through the Website does not create a Customer relationship, does not constitute acceptance of any person as a Customer of the Company, does not constitute an offer or commitment by the Company to provide any Service, and does not confirm that any Service is available to any person or in any jurisdiction.

Any Service may be provided only after the Company has completed the applicable eligibility assessment, onboarding, identification, verification, AML/ATF checks, sanctions screening, risk assessment and other required compliance procedures, and after the Customer has accepted any applicable customer agreement, transaction confirmation, settlement instruction, disclosure or other transaction-specific documentation required by the Company.

By accessing or using the Website, You acknowledge that You have read and understood these Terms. If You do not agree with these Terms, You must not use the Website.

2. TERMS AND DEFINITIONS

For the purposes of these Terms, unless the context requires otherwise, the following terms have the meanings set out below.

Applicable Law means any law, regulation, rule, regulatory requirement, order, directive, guidance or other legal or regulatory requirement applicable to the Company, the Website, the Services, the User, the Customer or the relevant transaction.

Company means Frapex Inc., a company incorporated under the laws of Alberta, Canada under company registration number 2027786017, with its registered office at 700-602 12 Ave SW, Calgary, Alberta, T2R 1J3, Canada.

Customer means a person or entity that has been accepted by the Company for onboarding, transaction discussions, provision of Services or another customer relationship, as applicable. A User does not become a Customer merely by accessing the Website, submitting an inquiry or contacting the Company.

Electronic Funds Transfer means an electronic transfer of funds, where applicable to the relevant Service or transaction flow.

Fiat Currency means government-issued currency that is legal tender in the relevant jurisdiction.

Money Transfer Services means transaction-specific fiat transfer services made on a Customer’s instruction to an identified payee, recipient or beneficiary, subject to the Company’s approval, compliance procedures and operational requirements.

OTC Virtual Currency Exchange and Settlement Services means over-the-counter virtual currency exchange and related settlement services that may include fiat-to-virtual currency, virtual currency-to-fiat or virtual currency-to-virtual currency transactions, where supported by the Company.

Payee, Recipient or Beneficiary means a person or entity identified to receive funds, Virtual Currency, a payment, payout or other transfer in connection with a Service.

Payment Instruction means an instruction, request, confirmation or authorization provided by a Customer in relation to a money transfer, payroll payment, fiat settlement, EFT or other payment-related transaction.

Payroll Payment Services means services involving transaction-specific payment or payout instructions related to payroll or similar payment flows, subject to the Company’s approval, compliance procedures and operational requirements.

Services means the services that may be provided by the Company from time to time, including money transfer services, OTC virtual currency exchange and settlement services, payroll payment services and other related services, in each case to the extent legally permitted, registered, authorized or otherwise available to the Company.

Terms means these Terms of Use, as amended or updated from time to time.

Third-Party Service Provider means a bank, payment service provider, exchange, liquidity provider, custodian, wallet provider, settlement provider, identity verification provider, compliance provider, blockchain analytics provider, technology provider or other third party used by the Company in connection with the Website, Services, onboarding, compliance, transaction execution, payment processing, settlement, reconciliation or record keeping.

User means any person who accesses, browses or uses the Website, submits an inquiry, sends a communication, uses a contact form or otherwise interacts with the Website before being accepted by the Company as a Customer.

Virtual Currency means a digital representation of value that may be used for payment or investment purposes and that is not Fiat Currency, including crypto-assets where they fall within the meaning of virtual currency under applicable Canadian AML/ATF requirements.

Website means the website available at https://frapex.exchange/ and any pages, content, communication tools, forms or functionality made available through that website.

You means the User, prospective Customer or Customer, as applicable, who accesses or uses the Website, submits an inquiry, communicates with the Company, requests information about the Services or uses the Services. Your has a corresponding meaning.

3. ELIGIBILITY AND VERIFICATION

Access to and use of Services is available only to Customers who meet the eligibility requirements set out in these Terms, the Company’s compliance procedures and Applicable Law.

To be eligible to use the Services, You must:

if you are an individual, be at least 18 years of age and have full legal capacity to enter into legally binding agreements;
where acting on behalf of a legal entity or another person, have full authority to represent and bind that person in connection with the relevant Service and each transaction or instruction;
provide accurate, complete and current information and documentation requested by the Company;
successfully complete the identification, verification, due diligence, screening, risk assessment and other compliance procedures required by the Company;
use the Website and the Services only for lawful purposes and in accordance with Applicable Law;
not be subject to sanctions, restrictive measures, terrorist-property restrictions or other legal restrictions, and not be owned or controlled by, acting on behalf of, or dealing on behalf of a person subject to such restrictions, where this would prevent the Company from providing the relevant Service; and
satisfy any additional legal, regulatory, compliance, operational, banking, payment, liquidity, settlement, jurisdictional or risk-management requirements applicable to the relevant Service.

The Company may determine, acting reasonably and in accordance with Applicable Law and its compliance procedures, whether a person satisfies the applicable eligibility requirements. The Company may refuse to establish or continue a relationship, decline to provide any Service, reject a transaction or restrict access where those requirements are not met.

All Customers are subject to identification, verification and risk-based due diligence in accordance with Applicable Law and the Company’s internal compliance procedures.

Depending on the Customer, the nature of the Service, the business relationship, the transaction, the payment or settlement flow and the assessed level of risk, the Company may conduct KYC/KYB, verify beneficial owners and authorized representatives, assess the purpose and intended nature of the relationship or transaction, review source of funds and, where appropriate, source of wealth, and conduct sanctions, politically exposed person/head of an international organization, adverse media, fraud-prevention, wallet, blockchain and transaction screening.

Where a Service involves a Money Transfer Service, Payroll Payment Service, Electronic Funds Transfer, Virtual Currency transfer or other transaction involving a payer, payee, sender, recipient, beneficiary, wallet address, bank account, payment account, authorized representative or third party, the Company may request and review information relating to such person, entity, account, wallet, payment instrument or transaction flow as required for compliance, risk-management, payment processing, settlement, reconciliation or record-keeping purposes.

The Company may request additional documents, information, confirmations or explanations at any stage of onboarding, the business relationship, transaction discussions, transaction execution or settlement where necessary for verification, due diligence, ongoing monitoring, transaction monitoring, sanctions screening, fraud prevention, Travel Rule compliance, payment processing, reconciliation or compliance with Applicable Law.

If the Customer fails or refuses to provide requested information or documentation, or does not successfully complete the required verification, due diligence, screening or risk assessment, the Company may delay or refuse onboarding, decline, delay or suspend a transaction, restrict access to the Services or terminate the business relationship, subject to Applicable Law.

4. DESCRIPTION AND SCOPE OF SERVICES

The Company may provide the Services from time to time, subject to Applicable Law, regulatory requirements, registration or authorization status, operational availability, compliance approval, banking and payment infrastructure, liquidity arrangements and the Company’s internal risk-management requirements.

The Services may include:

Money Transfer Services;
OTC Virtual Currency Exchange and Settlement Services;
Payroll Payment Services; and
other ancillary or related services made available by the Company from time to time, to the extent legally permitted, registered, authorized or otherwise available to the Company.

Where a Service involves an Electronic Funds Transfer, payment instruction, money transfer, payroll payout or other payment-related flow, the Company assesses and performs the relevant activity in accordance with the regulatory framework applicable to that activity, including MSB-related requirements and, where applicable, requirements relating to retail payment activities in Canada.

The availability of a particular Service, currency, Virtual Currency, payment method, settlement method, transaction type, jurisdiction, beneficiary category or operational flow is determined by the Company and may vary from time to time.

The Website is informational and communication-oriented in nature only. The Website does not itself execute transactions, initiate or complete transfers, conclude trades, maintain Customer balances, hold Virtual Currency or Fiat Currency for general use, provide payment accounts, or create any entitlement to receive Services.

A User interested in a potential Service may contact the Company through the communication channels made available on the Website. The submission of an inquiry, contact form, request for quote, message or other communication does not oblige the Company to respond, onboard the User, provide a quote, offer any Service, enter into any transaction or establish any business relationship.

Each Service is considered on a case-by-case basis. Before any Service is provided, the Company may require the Customer to complete onboarding, execute or accept customer documentation, provide transaction-specific instructions, confirm settlement details and satisfy the Company’s compliance, operational, payment, settlement and risk-management requirements.

The Company may use Third-Party Service Providers in connection with the Website, the Services, onboarding, compliance checks, transaction execution, payment processing, liquidity access, settlement, reconciliation, record keeping or other operational purposes.

Unless expressly stated otherwise in separate written documentation, the Company acts in its own capacity and not as the Customer’s agent, broker, fiduciary, trustee, investment adviser or representative. Nothing in these Terms creates an agency, brokerage, fiduciary, trust, advisory or similar relationship between the Company and the Customer.

The Company does not provide investment, legal, tax, accounting or financial advice. Any information made available through the Website or in preliminary communications is provided for general informational purposes only and does not constitute advice, recommendation, solicitation, financial promotion or confirmation that any Service is available to any person or in any jurisdiction.

5. SERVICE REQUEST, TRANSACTION PROCESS AND SETTLEMENT

Service Request and Approval

A User or Customer may request information about a Service or submit a transaction request by contacting the Company and providing the information required for the relevant Service or transaction.

Each request is considered individually. The Company determines, at its discretion and subject to Applicable Law, whether to continue discussions, request additional information, provide a quote, issue transaction instructions, approve the Customer for the relevant Service or proceed with the proposed transaction.

The submission of a request, commencement of communications with the Company, completion of onboarding or discussion of a potential transaction does not oblige the Company to provide a quote, approve the Customer, execute a transaction, initiate a transfer, process a payment, complete a payroll payout or continue discussions regarding a proposed Service.

No transaction becomes binding unless and until the Company has completed the eligibility, KYC/KYB, AML/ATF, sanctions, fraud-prevention, transaction and other checks it requires before confirmation, has provided the Customer with a final quote, transaction confirmation, Payment Instruction, settlement instruction or other transaction-specific confirmation, and the Customer has accepted such confirmation in the manner specified by the Company.

The Company may delay, suspend, reject, cancel or refuse execution or settlement where additional checks are required by Applicable Law or are triggered by new information, transaction activity, payment activity, wallet activity, sanctions alerts, blockchain analytics, provider actions, operational issues or other compliance or risk concerns.

Quote, Instructions and Confirmation

Where the Company agrees to proceed with a proposed Service or transaction, it may provide the Customer with a quote, Payment Instruction, settlement instruction, transaction confirmation or other transaction-specific terms.

Such terms may include, as applicable, the relevant Fiat Currency, Virtual Currency, transaction amount, payment amount, exchange rate or price, fees, spread or markup, Payee, Recipient or Beneficiary information, wallet address, bank account or payment account information, settlement method, timing, validity period and other transaction-specific conditions.

A quote, rate, price indication, Payment Instruction or transaction parameter may be valid only for the period specified by the Company and may be withdrawn, revised or replaced before acceptance by the Customer.

Unless expressly identified by the Company as binding, any quote, rate, pricing information, timing estimate or other transaction-related information is indicative only.

Funding, Payment Instructions, Execution and Settlement

Following confirmation of a transaction, the Customer must transfer the relevant Fiat Currency or Virtual Currency, or provide the relevant Payment Instruction, in accordance with the instructions communicated or confirmed by the Company for that transaction.

Where Virtual Currency is transferred, the Customer must send it only to the wallet address or settlement infrastructure designated or confirmed by the Company. Such wallet address or infrastructure may be provided or maintained through a custodian, exchange, liquidity provider, settlement provider, wallet provider or other Third-Party Service Provider used by the Company in connection with the relevant transaction.

Before initiating any Virtual Currency transfer, the Customer is responsible for verifying the Virtual Currency, amount, blockchain network, wallet address and any other transaction details specified in the settlement instructions. Transfers made to an incorrect address, through an unsupported network or otherwise contrary to the settlement instructions may be irreversible and may not be recoverable.

Where Fiat Currency is involved, transfers must be made in accordance with the banking, payment or settlement instructions communicated or confirmed by the Company. Settlement may be carried out through banks, payment service providers, Electronic Funds Transfer infrastructure or other financial intermediaries used by the Company or otherwise involved in the relevant transaction.

Unless expressly approved by the Company following additional verification, Fiat Currency must be transferred from a bank account or payment account held in the Customer’s own name, and Virtual Currency must originate from a wallet owned or controlled by the Customer. The Company may reject, delay or return a third-party payment or transfer where the source, ownership or control of the relevant account, payment instrument or wallet cannot be satisfactorily verified.

For Money Transfer Services or Payroll Payment Services, the Customer must provide accurate, complete and current Payment Instructions, including the information required to identify the payer, Payee, Recipient or Beneficiary, payment amount, payment purpose, account or payment details and any other information required by the Company, its Third-Party Service Providers or Applicable Law.

A transaction is completed when the Company has performed the relevant Service in accordance with the applicable transaction confirmation, Payment Instruction, settlement instruction or other transaction-specific documentation, subject to Applicable Law, network conditions, banking or payment processing timelines, provider requirements and compliance controls.

Delays, Rejection, Cancellation, Returns and Non-Execution

The Company may delay, reject, suspend, cancel, return, refuse to execute or refuse to settle any Service or transaction where required or considered appropriate for legal, regulatory, AML/ATF, sanctions, fraud-prevention, Travel Rule, compliance, risk-management, operational, banking, payment, liquidity, technical or other legitimate reasons.

Before, during or following any Service or transaction, the Company may conduct such compliance procedures as it considers necessary or as required by Applicable Law, including transaction monitoring, source-of-funds or source-of-Virtual Currency review, wallet verification, blockchain screening, sanctions screening, fraud-prevention checks, beneficiary or recipient review, payment screening and Travel Rule compliance measures, where applicable.

Execution or settlement may be affected by circumstances involving Third-Party Service Providers or infrastructure, including banking or payment processing delays, Electronic Funds Transfer network limitations, blockchain congestion, network conditions, technical issues, settlement cut-off times, liquidity availability, compliance requirements or actions taken by banks, payment providers, custodians, exchanges, liquidity providers, settlement providers, wallet providers or other service providers.

If a transaction cannot be completed after the Company has received Fiat Currency or Virtual Currency from the Customer, the Company will, subject to Applicable Law, sanctions restrictions, provider requirements and completion of any required compliance review, use reasonable efforts to return the relevant assets to their original source or otherwise handle them in accordance with Applicable Law and the relevant transaction documentation.

Any return of Virtual Currency will, where practicable, be made in the same Virtual Currency received by the Company and will not entitle the Customer to compensation for any change in market value, exchange rate or price occurring before the return is completed. The Customer is responsible for applicable blockchain network, banking, payment processing, provider and return costs, unless otherwise required by Applicable Law.

The Company may delay, block, restrict or refrain from making a return where required by Applicable Law, a competent authority, a bank, a payment provider, a sanctions restriction, an AML/ATF requirement, a court order, a provider requirement or applicable compliance procedure.

6. FEES AND CHARGES

Fees and charges applicable to the Services may vary depending on the nature and circumstances of the relevant Service, transaction, payment method, settlement method, currency, Virtual Currency, jurisdiction, provider arrangement, transaction size, timing, liquidity and operational requirements.

Such fees and charges may include, as applicable:

transaction or service fees;
Money Transfer Service fees;
Payroll Payment Service fees;
spreads, markups or margins reflected in the applicable exchange rate, conversion rate, transaction price or settlement amount;
blockchain network fees;
banking, payment processing, Electronic Funds Transfer, settlement, return or intermediary fees;
Third-Party Service Provider fees; and
other charges applicable to the relevant Service or transaction.

Any applicable fees, spreads, markups or other charges will be disclosed to the Customer, agreed with the Customer or reflected in the relevant transaction pricing, quote, confirmation, Payment Instruction, settlement instruction or other transaction-specific documentation before the relevant transaction becomes binding.

The Customer is responsible for reviewing the applicable fees, exchange rates, payment amounts, settlement amounts and charges before accepting any quote, confirmation or transaction-specific instruction.

The Company may modify its fees, spreads, markups, pricing methodology and supported payment or settlement methods from time to time. Any such changes will apply prospectively and will not affect the pricing of a transaction that has already become binding, unless otherwise required by Applicable Law or expressly agreed in the applicable transaction documentation.

Third-party banks, payment providers, blockchain networks, exchanges, custodians, liquidity providers, settlement providers, intermediaries or other Third-Party Service Providers may impose their own fees, charges, deductions, limits or costs. The Company is not responsible for such third-party fees or deductions except to the extent expressly agreed by the Company or required by Applicable Law.

7. CUSTOMER RESPONSIBILITIES AND PROHIBITED USE

When using the Website or requesting, accessing or using any Service, You are responsible for ensuring that all information, instructions, declarations, documents, payment details, wallet details and transaction details provided to the Company are accurate, complete, current and not misleading.

You must:

use the Website and the Services only for lawful purposes and in compliance with Applicable Law;
provide accurate and complete information requested by the Company for onboarding, verification, compliance, transaction processing, payment processing, settlement, reconciliation and record-keeping purposes;
promptly update the Company where any information previously provided becomes inaccurate, incomplete, outdated or misleading;
provide accurate bank account, payment account, wallet address, blockchain network, Payee, Recipient, Beneficiary, payment purpose and other transaction or settlement information required for the relevant Service;
use only bank accounts, payment accounts, payment instruments and Virtual Currency wallets owned or controlled by You, unless the use of a third-party account, payment instrument or wallet has been expressly approved by the Company following such verification and due diligence as the Company considers necessary;
verify all quotes, transaction confirmations, Payment Instructions, settlement instructions, wallet addresses, blockchain networks, account details, Payee, Recipient or Beneficiary details and other transaction information before accepting a transaction or initiating any transfer;
maintain appropriate security over Your accounts, payment instruments, Virtual Currency wallets, private keys, seed phrases, credentials, devices, communication channels and other means used to access, instruct or transfer Fiat Currency or Virtual Currency;
ensure that any funds, Virtual Currency, payment instrument, wallet, account, Payee, Recipient, Beneficiary, transaction or underlying activity connected with the Services is lawful and not connected with fraud, money laundering, terrorist financing, sanctions evasion or other prohibited activity;
provide any additional information or documentation reasonably requested by the Company for compliance, payment processing, settlement, reconciliation, Travel Rule, fraud-prevention, sanctions screening, source-of-funds, source-of-Virtual Currency or risk-management purposes; and
promptly notify the Company of any suspected fraud, unauthorized transaction, incorrect Payment Instruction, compromise of settlement information, account or wallet compromise, cybersecurity incident or other security incident relevant to the Website, the Services or any transaction.

You must not use or attempt to use the Website or the Services:

for fraud, money laundering, terrorist financing, sanctions evasion, unlawful gambling, cybercrime, scams, prohibited financial activity or any other unlawful activity;
in connection with funds, Virtual Currency, wallets, accounts, payment instruments or assets derived from unlawful activity;
by providing false, misleading, fraudulent, incomplete, outdated or manipulated information, documents, instructions or confirmations;
on behalf of another person or entity without proper authority or by impersonating another person;
to conceal or misrepresent the identity of a payer, Payee, Recipient, Beneficiary, sender, originator, beneficial owner, authorized representative, wallet owner, account holder or other relevant person;
to process payments, payroll payouts, transfers, settlements or Virtual Currency transactions for prohibited persons, sanctioned persons, prohibited jurisdictions or unlawful underlying activity;
to circumvent or attempt to circumvent any identification, verification, onboarding, AML/ATF, sanctions, Travel Rule, fraud-prevention, transaction, jurisdictional, risk-management or other restrictions imposed by the Company;
to submit, route, structure, split or fragment transactions for the purpose of avoiding monitoring, reporting, compliance controls, limits or legal requirements;
to interfere with, disrupt, abuse, overload, damage or compromise the Website, the Services, communication channels, payment infrastructure, wallet infrastructure or any systems or infrastructure used in connection with them; or
in any manner that may expose the Company, its Third-Party Service Providers, other Customers or any other person to legal, regulatory, sanctions, financial crime, operational, reputational or security risk.

The Company may refuse, suspend, restrict, delay, reject, cancel, return or terminate any inquiry, onboarding process, Service, transaction, payment, payout, transfer, settlement or business relationship where it reasonably determines that the actual or attempted use of the Website or Services is inconsistent with this Section, Applicable Law, the Company’s compliance procedures, risk appetite or operational requirements.

8. RISKS ASSOCIATED WITH SERVICES

The Customer acknowledges that the Services may involve financial, technological, operational, payment, settlement, regulatory, market, liquidity, sanctions, compliance, cybersecurity and third-party risks.

The nature and level of risk may vary depending on the Service, transaction type, currency, Virtual Currency, payment method, settlement method, blockchain network, jurisdiction, Payee, Recipient, Beneficiary, wallet, account, provider arrangement, market conditions and other relevant circumstances.

Such risks may include, without limitation:

Virtual Currency market and volatility risk. The value of Virtual Currency may fluctuate significantly and rapidly, and market conditions may change without notice. The Customer may incur substantial losses as a result of such fluctuations.
OTC pricing and liquidity risk. OTC transaction pricing may differ from prices displayed on public exchanges, trading platforms, price aggregators or other market sources. Any quoted price may reflect prevailing market conditions, available liquidity, transaction size, execution costs, counterparty availability, payment method, settlement method, market volatility and other relevant factors.
Liquidity and availability risk. The availability and liquidity of particular Fiat Currencies, Virtual Currencies, payment channels, liquidity sources or settlement arrangements may vary and may affect the ability to execute or settle a transaction at a particular time or on expected terms.
Blockchain and network risk. Blockchain networks may experience congestion, delays, interruptions, forks, protocol changes, technical failures, validator or miner issues, cyber incidents or other operational events that may affect the execution, settlement, confirmation or finality of Virtual Currency transactions.
Irreversibility of Virtual Currency transactions. Virtual Currency transactions may be irreversible once transmitted or confirmed on the relevant blockchain network. Transactions sent to an incorrect wallet address, through an incorrect or unsupported network, or otherwise contrary to settlement instructions may result in permanent loss of Virtual Currency.
Payment and fiat settlement risk. Fiat Currency transfers, money transfers, payroll payouts and other payment-related transactions may be delayed, rejected, frozen, returned, reversed, restricted or otherwise affected by banks, payment service providers, Electronic Funds Transfer infrastructure, correspondent institutions, Third-Party Service Providers or other financial intermediaries.
Payroll payment risk. Payroll Payment Services may be affected by incorrect payroll instructions, incomplete or inaccurate Recipient or Beneficiary information, payment cut-off times, banking or payment processing delays, rejected payouts, compliance reviews, provider restrictions or other operational issues.
Instruction and information risk. Incorrect, incomplete, outdated or misleading Payment Instructions, wallet addresses, account details, Payee, Recipient or Beneficiary details, payment purpose information or other transaction information may result in delay, rejection, misdirected payments, failed transfers, loss of assets or inability to complete a transaction.
Third-party provider risk. The execution, processing and settlement of Services may depend on banks, payment service providers, exchanges, custodians, wallet providers, liquidity providers, blockchain networks, compliance providers, settlement providers and other Third-Party Service Providers. Their actions, failures, restrictions, delays, insolvency, outages or service interruptions may affect the availability, execution or settlement of a Service or transaction.
Compliance, sanctions and AML/ATF risk. Any onboarding process, transaction, Payment Instruction, wallet address, Payee, Recipient, Beneficiary, counterparty, source of funds, source of Virtual Currency, payment route or jurisdiction may be subject to AML/ATF controls, sanctions screening, fraud-prevention measures, blockchain analytics, source-of-funds or source-of-wealth review, Travel Rule controls, transaction monitoring and other compliance procedures. Such procedures may result in delay, rejection, restriction, reporting, suspension or termination.
Regulatory and legal risk. Laws, regulations, regulatory interpretations and governmental policies applicable to money transfer, payment services, payroll payments, Virtual Currency, Electronic Funds Transfers, sanctions, AML/ATF, data protection or related services may change and may affect the availability, legality, use, transfer, settlement or value of a Service or transaction.
Technology and cybersecurity risk. The Website, communication channels, payment infrastructure, blockchain networks, wallets, devices, credentials, software and technology systems may be subject to technical vulnerabilities, cyberattacks, phishing, malware, ransomware, social engineering, unauthorized access, outages, software defects, network failures or other security incidents.
No guarantee of completion, timing or outcome. The Company does not guarantee that any inquiry, onboarding process, quote request, transaction discussion, Payment Instruction, transfer, payout, exchange, settlement or other Service will be accepted, executed, completed or settled within any particular timeframe or on any particular terms, unless expressly agreed in transaction-specific documentation and subject to Applicable Law.
No guarantee of profit, value or economic outcome. The Company does not guarantee any investment return, profit, preservation of value, liquidity, future market price, savings, payment outcome or economic result in relation to any Service, Virtual Currency, money transfer, payroll payment, payment flow or transaction.

The Customer is responsible for assessing the risks associated with each Service and transaction and for verifying all Payment Instructions, wallet addresses, blockchain networks, account details, Payee, Recipient and Beneficiary details before accepting a transaction or initiating any transfer.

By requesting or entering into a Service or transaction, the Customer acknowledges and accepts the risks associated with the relevant Service, including, where applicable, Virtual Currency, blockchain technology, money transfer, payment processing, payroll payment, OTC execution, settlement processes, market conditions and relevant Third-Party Service Provider infrastructure.

9. NO FINANCIAL, INVESTMENT, LEGAL OR TAX ADVICE

The Company provides the Services on an execution-only and transaction-specific basis and does not provide financial, investment, legal, tax, accounting, fiduciary, brokerage, advisory or other professional advice.

Nothing provided by the Company through the Website, in connection with the Services or in communications with a User or Customer constitutes or should be construed as advice, a recommendation, financial promotion, solicitation, endorsement or invitation regarding any Service, Virtual Currency, transaction, payment, transfer, payroll payout, settlement method, wallet, account, counterparty or business activity.

The Customer is solely responsible for evaluating whether any Service or transaction is appropriate for its purposes, financial position, legal status, tax position, regulatory obligations, risk tolerance and circumstances.

The Customer is responsible for obtaining independent professional advice where appropriate, including legal, tax, financial, accounting, investment, regulatory, technical or cybersecurity advice.

The Company does not assess the suitability, appropriateness, profitability, legal treatment, tax consequences or commercial advisability of any Service or transaction for any User or Customer.

The Company does not assume any advisory, fiduciary, trustee, broker, agent, representative, best-execution, suitability, monitoring or continuing disclosure duty to any User or Customer, except to the extent expressly agreed in separate written documentation or required by Applicable Law.

10. THIRD-PARTY SERVICE PROVIDERS

The Company may use or rely on Third-Party Service Providers in connection with the Website, the Services, onboarding, compliance checks, communication channels, identity verification, sanctions screening, fraud prevention, transaction monitoring, blockchain analytics, payment processing, liquidity access, transaction execution, settlement, reconciliation, record keeping or other operational purposes.

Third-Party Service Providers may include, without limitation, banks, payment service providers, Electronic Funds Transfer infrastructure providers, exchanges, liquidity providers, custodians, wallet providers, settlement providers, blockchain networks, identity verification providers, compliance service providers, blockchain analytics providers, technology providers, cloud infrastructure providers, professional advisers and other external providers or counterparties.

Such Third-Party Service Providers operate independently from the Company and may be subject to their own terms and conditions, privacy policies, technical requirements, service limitations, availability conditions, fees, compliance requirements, legal restrictions and regulatory obligations.

The availability, operation, performance, security and continued accessibility of Third-Party Service Providers, payment rails, banking infrastructure, blockchain networks, exchanges, custodians, wallet systems, liquidity venues or other external systems may be outside the Company’s reasonable control.

The execution, processing or settlement of any Service or transaction may be delayed, interrupted, restricted, rejected, suspended or otherwise affected by the acts, omissions, failures, restrictions, outages, service limitations, compliance requirements or operational conditions of Third-Party Service Providers.

The Company does not guarantee the continuous availability, performance, solvency, security, regulatory status or suitability of any Third-Party Service Provider or external infrastructure.

The use of, reference to, integration with or reliance on any Third-Party Service Provider does not mean that such provider is an agent, partner, representative, employee or affiliate of the Company, unless expressly stated otherwise in separate written documentation.

The Company may change, replace, suspend or discontinue the use of any Third-Party Service Provider or infrastructure at its discretion where necessary or appropriate for operational, compliance, risk-management, legal, regulatory, security, commercial or other legitimate business reasons.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, the Company will not be liable for any loss, damage, delay, failure, cost, expense, missed opportunity or other adverse consequence arising from or relating to:

fluctuations in the market price, exchange rate, liquidity, availability or value of any Virtual Currency, Fiat Currency, transaction, payment route or settlement method;
delays, congestion, failures, interruptions, forks, protocol changes, reorganisation, network conditions or other events affecting blockchain networks or related infrastructure;
incorrect, incomplete, outdated or inaccurate wallet addresses, blockchain networks, bank account details, payment account details, Payee, Recipient or Beneficiary information, Payment Instructions, transaction details or other information provided or confirmed by the Customer;
delays, restrictions, interruptions, failures, rejection, reversal, blocking or suspension involving banks, payment service providers, Electronic Funds Transfer infrastructure, exchanges, custodians, liquidity providers, settlement providers, wallet providers, blockchain networks or other Third-Party Service Providers;
any delay, suspension, rejection, cancellation, return, restriction, blocking, reporting or other action taken by the Company in connection with onboarding, KYC/KYB, AML/ATF, sanctions, fraud prevention, source-of-funds review, source-of-Virtual Currency review, transaction monitoring, Travel Rule, payment screening, risk-management or other legal, regulatory or compliance requirements;
any failure by the Customer to comply with these Terms, Applicable Law, Payment Instructions, settlement instructions, transaction confirmations or other transaction-specific documentation;
unauthorized access to, compromise of, or loss of control over any account, payment instrument, wallet, private key, seed phrase, password, credential, device, communication channel or system controlled by the Customer;
cyber incidents, malware, phishing, social engineering, ransomware, system outages, network failures or unauthorized access affecting the Customer, a Third-Party Service Provider, blockchain network or other external infrastructure; or
events or circumstances outside the Company’s reasonable control.

To the maximum extent permitted by Applicable Law, the Company will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, business opportunity, goodwill, anticipated savings, data, use, value, liquidity or similar economic loss arising out of or in connection with the Website, the Services, any transaction, any Payment Instruction or any interaction with the Company.

To the maximum extent permitted by Applicable Law, the Company’s aggregate liability arising out of or in connection with a particular Service or transaction will not exceed the amount directly affected by the event giving rise to the claim and, in any event, will not exceed the total amount of fees actually received by the Company from the Customer in connection with that specific Service or transaction, except where such limitation is prohibited by Applicable Law.

Nothing in these Terms excludes, restricts or limits any liability, right or remedy to the extent that such exclusion, restriction or limitation is prohibited under Applicable Law.

12. INDEMNIFICATION

To the extent permitted by Applicable Law, You agree to indemnify, defend and hold harmless the Company, its directors, officers, employees, contractors, advisers, representatives, service providers, agents and affiliates from and against any claims, losses, liabilities, damages, costs, penalties, fines, expenses, investigations, proceedings or demands, including reasonable legal and professional fees, arising out of or in connection with:

Your access to or use of the Website or Services in breach of these Terms;
Your breach of any representation, warranty, obligation or undertaking under these Terms or any applicable agreement with the Company;
Your violation of Applicable Law, sanctions restrictions, regulatory requirements or third-party rights;
any fraud, misconduct, unlawful activity or unauthorized activity attributable to You;
any information, communication, representation, declaration, document, Payment Instruction, wallet address, account detail, Payee, Recipient or Beneficiary information or other material submitted or provided by You that is false, inaccurate, misleading, incomplete, unlawful, fraudulent or materially outdated;
any unlawful or prohibited source, ownership, use, transfer or destination of funds, Virtual Currency, accounts, wallets, payment instruments or other assets provided, transferred or otherwise involved by You in connection with the Services;
any transaction, payment, payout, transfer, settlement, wallet activity or underlying business activity connected with You that gives rise to AML/ATF, sanctions, fraud-prevention, tax, regulatory, financial crime, payment processing, chargeback, recall, reversal, return, investigation or enforcement concerns; or
any claim made by a third party arising from Your acts, omissions, instructions, documents, information, transactions or use of the Website or Services.

This indemnity includes, without limitation, claims, disputes, investigations, enforcement actions or proceedings arising from or relating to Your acts, omissions, information, transactions, payment activity, wallet activity, source of funds, source of Virtual Currency, business activity, payroll-related activity, Payee, Recipient or Beneficiary information, or conduct in connection with Applicable Law.

The Company may take reasonable measures to defend, settle, respond to or otherwise address any claim, investigation, action or proceeding falling within the scope of this Section. You must provide reasonable cooperation, information and documentation as may be required in connection with such matters.

The indemnity in this Section does not apply to the extent that the relevant loss has been finally determined by a court or tribunal of competent jurisdiction to have resulted directly from the fraud, wilful misconduct or gross negligence of the Company.

This Section survives termination or expiry of these Terms and, where applicable, termination of the relationship between You and the Company.

13. SUSPENSION AND TERMINATION

The Company may suspend, restrict, delay, reject, discontinue or terminate Your access to the Website, the Services, any onboarding process, any transaction discussion, any transaction, any Payment Instruction or any business relationship where:

You breach these Terms or any applicable agreement, instruction, confirmation or documentation with the Company;
You no longer satisfy the Company’s eligibility, onboarding, verification, compliance, jurisdictional, operational or risk-management requirements;
required information, documentation, confirmations or explanations are not provided, are incomplete, are inconsistent or cannot be verified;
the Company identifies or reasonably suspects fraud, unauthorized activity, sanctions exposure, money laundering, terrorist financing, sanctions evasion, unlawful activity, prohibited use, payment fraud, cyber risk, wallet risk or other material risk;
a transaction, payment, payout, transfer, wallet, account, Payee, Recipient, Beneficiary, source of funds, source of Virtual Currency, jurisdiction or underlying activity falls outside the Company’s risk appetite or cannot be adequately assessed, verified or controlled;
continuation of the relationship or transaction is prohibited, restricted or considered unacceptable under Applicable Law, sanctions restrictions, regulatory requirements, the Company’s compliance procedures, risk-management requirements or operational limitations;
a bank, payment service provider, exchange, custodian, liquidity provider, settlement provider, wallet provider, blockchain network, competent authority or other Third-Party Service Provider imposes a restriction, delay, rejection, hold, return or other measure affecting the relevant Service or transaction; or
the Company considers such action reasonably necessary to protect the Company, its Customers, Third-Party Service Providers, systems, compliance position, regulatory status, reputation or the integrity of the Services.

Such action may be taken with immediate effect and without prior notice where required or permitted by Applicable Law, where prior notice would be impracticable, or where notice could prejudice compliance, security, fraud-prevention, sanctions, AML/ATF, investigation or risk-management measures.

The Company may be unable to disclose the specific reason for a suspension, restriction, delay, rejection, cancellation, return or termination where such disclosure is prohibited, restricted or inappropriate under Applicable Law, regulatory requirements, sanctions requirements, confidentiality obligations or the Company’s compliance procedures.

Suspension, restriction or termination does not affect any rights, obligations or liabilities that arose before the effective date of such action, including payment obligations, indemnity obligations, record-keeping obligations, compliance obligations and provisions of these Terms which by their nature are intended to survive.

Where any funds or Virtual Currency remain subject to review, restriction, return, rejection or other handling following suspension or termination, the Company will handle such funds or Virtual Currency in accordance with Applicable Law, sanctions restrictions, compliance requirements, provider requirements and the relevant transaction documentation.

14. PRIVACY AND DATA PROTECTION

The Company collects, uses, discloses, stores and retains personal information in connection with the Website, the Services, onboarding, compliance checks, communications, transaction processing, payment processing, settlement, reconciliation, record keeping and other related purposes in accordance with Applicable Law and the Company’s Privacy Policy.

The Company’s Privacy Policy describes the types of personal information collected, the purposes for which it is processed, the circumstances in which it may be disclosed, applicable retention practices and the rights available to individuals in relation to their personal information.

Depending on the nature of Your interaction with the Company, personal information may be collected or processed for purposes including identity verification, KYC/KYB procedures, AML/ATF and sanctions compliance, beneficial ownership and control verification, source-of-funds and source-of-Virtual Currency assessment, transaction and Customer risk assessment, blockchain analytics, wallet screening, fraud prevention, security, payment processing, transaction execution, settlement, reconciliation, regulatory reporting, record keeping, dispute resolution and enforcement of contractual rights.

Personal information may be disclosed or transferred, where permitted or required by Applicable Law, to Third-Party Service Providers, including identity verification and compliance providers, blockchain analytics providers, banks, payment service providers, exchanges, custodians, liquidity providers, professional advisers, auditors, insurers, regulators, governmental authorities, courts, law enforcement agencies or other relevant counterparties.

Personal information may be transferred to, stored in or processed in jurisdictions other than the jurisdiction in which You are located. Such transfers will be handled in accordance with applicable privacy and data protection requirements.

By using the Website, submitting an inquiry, requesting a Service or using the Services, You acknowledge that personal information may be processed in accordance with the Company’s Privacy Policy and Applicable Law.

15. WEBSITE USE AND INTELLECTUAL PROPERTY

The Website and its content, including text, graphics, logos, designs, visual elements, software, interfaces, communication tools, forms, workflows, documentation, databases and other materials made available through the Website (hereinafter – “Website Content”), are owned by or licensed to the Company and are protected by applicable intellectual property and other laws.

The Company grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Website and Website Content solely for lawful purposes and in accordance with these Terms.

Unless expressly authorized by the Company or permitted by Applicable Law, You must not copy, reproduce, modify, adapt, translate, distribute, publish, transmit, display, sell, license, commercially exploit, scrape, extract or create derivative works from any Website Content.

You must not:

use the Website for any unlawful, fraudulent, abusive, misleading or prohibited purpose;
attempt to gain unauthorized access to the Website, its systems, networks, databases, communication channels, infrastructure or any connected systems;
interfere with, disrupt, damage, overload, disable or impair the operation, security, integrity or functionality of the Website;
introduce viruses, malware, ransomware, malicious code or other harmful technological components;
use automated tools, bots, crawlers, scrapers, data-mining tools or similar means to access, extract, collect, copy or reproduce Website Content or data without the Company’s prior written authorization;
probe, scan or test the vulnerability of any system, infrastructure or network connected with the Website without the Company’s prior written authorization;
misrepresent any relationship with the Company or imply any endorsement, approval, partnership, agency or affiliation without the Company’s prior written consent; or
use the Website or Website Content in a manner that infringes the intellectual property, privacy, confidentiality, contractual or other rights of the Company or any third party.

Any information made available through the Website is provided for general informational purposes only. Website Content does not constitute an offer, solicitation, recommendation, financial promotion, advice, transaction confirmation, Payment Instruction, settlement instruction or confirmation that any Service is available to any person or in any jurisdiction.

The Company may modify, update, suspend, restrict or discontinue any part of the Website or Website Content from time to time without prior notice.

16. FORCE MAJEURE

The Company will not be responsible for any delay, failure, interruption, restriction, suspension or non-performance of its obligations under these Terms where such delay, failure, interruption, restriction, suspension or non-performance results from circumstances beyond the Company’s reasonable control.

Such circumstances may include natural disasters, extreme weather events, war, terrorism, civil unrest, strikes, labour disputes, governmental or regulatory actions, changes in Applicable Law, sanctions measures, court orders, law enforcement actions, banking restrictions, payment infrastructure failures, blockchain network events, cyberattacks, telecommunications failures, power failures, provider outages, liquidity disruptions, market disruptions, technical failures or other events that materially prevent or disrupt the Company’s ability to operate the Website or provide the Services.

Where a force majeure event occurs, the Company may suspend, restrict, delay or discontinue the affected Website functionality, Services, transactions, Payment Instructions or settlement processes, or take other reasonable measures necessary to address the circumstances for the duration of the event.

Nothing in this Section excuses any obligation of You or the Customer that arose before the occurrence of the relevant force majeure event.

17. GOVERNING LAW AND JURISDICTION

These Terms and any dispute, claim, controversy or non-contractual obligation arising out of or relating to these Terms, the Website, the Services, onboarding, compliance procedures, any transaction, any Payment Instruction or any other interaction with the Company will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

The Customer and the Company irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta in respect of any dispute, claim or proceeding arising out of or relating to these Terms, the Website, the Services, onboarding, compliance procedures, any transaction, any Payment Instruction or any other interaction with the Company.

Nothing in these Terms prevents the Company from seeking urgent interim, injunctive, conservatory or equitable relief before any court or authority of competent jurisdiction where reasonably necessary to protect its rights, assets, confidential information, intellectual property, compliance position, regulatory status, systems, Website, Services or Customers.

Nothing in these Terms restricts or limits the Company’s right or obligation to cooperate with, report to, provide information to or otherwise communicate with regulators, governmental authorities, law enforcement agencies, courts, banks, payment service providers, compliance providers, auditors, professional advisers or other competent persons in connection with any investigation, inquiry, legal process, sanctions matter, AML/ATF obligation, fraud-prevention measure, compliance review or other legal or regulatory requirement.

Such cooperation, disclosure or reporting will not constitute a breach of these Terms to the extent undertaken in accordance with Applicable Law.

18. MISCELLANEOUS

Entire Agreement. These Terms, together with any policies expressly incorporated by reference, constitute the entire agreement between You and the Company regarding access to and use of the Website. Where the Company provides any Service, separate customer agreements, transaction confirmations, Payment Instructions, settlement instructions, disclosures, policies or other transaction-specific documentation may apply. In the event of any inconsistency between these Terms and separate documentation governing a specific Service or transaction, the separate documentation will prevail with respect to that Service or transaction.

Severability.If any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect. The affected provision will be interpreted, modified or severed to the minimum extent necessary to make it valid and enforceable, where permitted by Applicable Law.

No Waiver. Any failure or delay by the Company in exercising any right, power, remedy or privilege under these Terms will not constitute a waiver of that right, power, remedy or privilege. Any waiver must be expressed and in writing and will apply only to the specific circumstances for which it is given.

Assignment. You may not assign or transfer any rights or obligations under these Terms without the Company’s prior written consent. The Company may assign, transfer or otherwise dispose of its rights or obligations under these Terms in connection with a merger, reorganization, sale of business or assets, corporate restructuring, transfer to an affiliate or successor, or other corporate transaction, subject to Applicable Law.

Electronic Communications and Records. You acknowledge and agree that electronic records, communications, onboarding materials, compliance documentation, confirmations, notices, consents, disclosures, transaction-related communications and other electronically transmitted information may be created, transmitted, stored, retained and relied upon by the Company and, where permitted by Applicable Law, may be used as evidence in connection with any transaction, compliance review, dispute, investigation or other matter relating to Your interaction with the Company.

Notices and Communications. The Company may communicate with Users and Customers by electronic means, including email, notices published on the Website, onboarding systems, compliance portals, messaging platforms or other digital communication channels used or designated by the Company. You are responsible for ensuring that the contact information provided to the Company remains accurate and current and for reviewing communications sent through the communication channels used in connection with Your relationship with the Company.

No Partnership or Agency. Nothing in these Terms creates any partnership, joint venture, fiduciary relationship, agency relationship, employment relationship, franchise or other legal association between You and the Company. Neither party has authority to bind or incur obligations on behalf of the other except where expressly agreed in writing.

Third-Party Rights. Except as expressly provided in these Terms, no person other than You and the Company has any right to enforce any provision of these Terms.

Survival. Any provision of these Terms which by its nature or purpose is intended to survive termination, expiry, suspension, restriction or discontinuation of the relationship between You and the Company will survive, including provisions relating to compliance, record retention, intellectual property, privacy, disclaimers, limitation of liability, indemnification, dispute resolution, governing law and regulatory cooperation.

19. AMENDMENTS TO THESE TERMS

The Company may amend, supplement, replace, update or otherwise modify these Terms from time to time, including to reflect changes in Applicable Law, regulatory guidance, compliance requirements, the Website, the Services, business activities, payment methods, settlement arrangements, security measures, technical functionality, risk-management practices or operational considerations.

Any updated version of these Terms will be made available through the Website and may indicate the date on which it was last updated.

Unless otherwise required by Applicable Law or expressly specified by the Company, the updated Terms will become effective on the date stated in the updated version.

Where the Company considers a change to be material, it may provide notice through the Website or through other electronic communication channels used in connection with Your relationship with the Company.

Notwithstanding the foregoing, amendments required to address changes in Applicable Law, regulatory requirements, compliance obligations, sanctions or AML/ATF requirements, fraud-prevention measures, cybersecurity concerns, technical or operational risks, provider requirements or other matters requiring prompt action may take effect immediately or on such shorter notice as the Company reasonably considers necessary.

Continued access to or use of the Website after the effective date of the updated Terms constitutes acceptance of the updated Terms to the extent permitted by Applicable Law. If You do not agree with the updated Terms, You must discontinue use of the Website.

Unless otherwise required by Applicable Law or expressly agreed in the applicable transaction documentation, amendments to these Terms will not modify the terms of any transaction that became binding before the relevant amendments took effect.

20. CONTACT INFORMATION

If You have any questions regarding these Terms, the Website or the Services, You may contact the Company using the following details:

Company name : Frapex Inc.

Registered address: 700-602 12 Ave SW Calgary, Alberta, T2R 1J3, Canada

Website: https://frapex.exchange/

Email: officialfrapexinc@gmail.com

Where a communication relates to a specific Customer relationship, onboarding process, transaction or Service, the communication should include sufficient information to allow the Company to identify the relevant matter.