1. Company Information

1.1. Omexi Pay Ltd (“Omexi” or the “Company”) is a corporation duly incorporated and existing under the laws of Canada, registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), authorised to provide foreign exchange dealing, funds transfer services, and payment account issuance.

Legal Name: Omexi Pay Ltd

MSB Registration Number: C100000572

Place of Incorporation: Canada

Registered Business Address: 300 Supertest Road, Unit 1, North York, Ontario, M3J2M2, Canada

Supervisory Authority: FINTRAC

1.2. Omexi operates in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), associated regulations, and other applicable provincial and federal legislation. These Terms govern the contractual relationship between Omexi and each individual or legal entity who accesses or uses the Services (as defined herein), whether directly or through an authorised representative.

2. Definitions

2.1. In these Terms, unless the context otherwise requires, the following terms shall have the meanings set out below. Defined terms may be used in the singular or plural form as the context requires.

Account: any payment account, including but not limited to virtual International Bank Account Numbers (vIBANs), established, maintained, or administered by Omexi in the name of the Client for the purpose of accessing or receiving the Services.

Applicable Law: all statutes, regulations, rules, directives, codes of practice, guidelines, notices, and other requirements of any governmental, regulatory or supervisory authority that are applicable to the Client or Omexi in any jurisdiction in connection with the provision, use or receipt of the Services.

Business Day: any day other than a Saturday, Sunday or public holiday in Ontario, Canada, on which commercial banks are open for general business.

Client: any individual or legal person who has been approved by Omexi, following completion of Omexi’s onboarding and verification procedures, to receive the Services pursuant to these Terms.

Compliance Programme: the internal compliance policies, procedures, risk assessments, and controls maintained by Omexi in accordance with the PCMLTFA and other Applicable Laws, including but not limited to policies relating to customer due diligence (CDD), recordkeeping, transaction monitoring, sanctions screening, and suspicious activity reporting.

Confidential Information: any information, in any form, disclosed by one party to the other party under or in connection with these Terms that is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business operations, systems, technology, trade secrets, personal data, and customer or partner information.

KYC (Know Your Customer): the verification process by which Omexi identifies and verifies the identity of its Clients and, where applicable, their beneficial owners or controlling persons, in accordance with its Compliance Programme and Applicable Law.

Personal Information: any information about an identifiable individual, as defined under the Personal Information Protection and Electronic Documents Act (PIPEDA), the EU General Data Protection Regulation (EU GDPR), the UK GDPR, or other applicable data protection laws.

Privacy Policy: Omexi’s privacy policy as amended from time to time, which governs how Omexi collects, uses, processes, and stores Personal Information in the course of providing the Services.

Sanctions Laws: any applicable trade, economic, or financial sanctions, laws, regulations, embargoes, or restrictive measures imposed or administered by Canada, the United Nations, the European Union, the United States (including OFAC), the United Kingdom, or any other relevant jurisdiction.

Services: the payment services, foreign exchange dealing, funds transfer services, issuance of virtual accounts, and related services offered by Omexi to Clients under these Terms, whether directly or through third-party service providers.

Suspicious Activity: any transaction, conduct, or attempted activity that may involve or be associated with money laundering, terrorist financing, fraud, sanctions evasion, or other criminal conduct, as determined in accordance with Omexi’s Compliance Programme.

3. Scope of Services and Fees

3.1. Omexi offers a range of non-custodial, fiat-based financial services to approved Clients, including:

3.1.1. the facilitation of outbound and inbound fiat currency payments via wire or other permitted transfer methods;

3.1.2. the issuance and administration of virtual International Bank Account Numbers (vIBANs) assigned to each Client for the purpose of sending and receiving payments;

3.1.3. foreign exchange services for supported fiat currency pairs at prevailing market rates or rates agreed in advance;

3.1.4. account access and transaction reporting tools via Omexi’s designated client interface or API, as applicable; and

3.1.5. ancillary services that are necessary, incidental or desirable for the efficient provision of the foregoing.

3.2. Access to the Services is conditional upon completion of Omexi’s onboarding and verification procedures. Omexi may, at its sole discretion, refuse to provide or restrict access to any Service, including based on jurisdictional, risk-based, regulatory, or commercial considerations.

3.3. The Client shall access the Services via a secure portal, interface or platform provided by Omexi or its authorised service providers. All instructions submitted by the Client through such interface shall be deemed authorised by the Client and binding, unless otherwise agreed in writing. Omexi shall not be responsible for verifying the authenticity of any instruction that is validly submitted using the Client’s access credentials

3.4. Fees and Charges

3.4.1. The Client agrees to pay Omexi the fees and charges applicable to the Services, as set out in the Fee Schedule provided to the Client (the “Fee Schedule”). The Fee Schedule may include, without limitation, transaction fees, monthly service charges, foreign exchange mark-ups, and administrative or compliance-related fees.

3.4.2. Omexi may amend the Fee Schedule from time to time. Any proposed increase in fees or charges that may adversely affect the Client shall be notified to the Client in writing at least thirty (30) days prior to the effective date of such changes. The Client may terminate the Services without penalty during the notice period if it does not accept the revised fees.

3.4.3. The Client acknowledges that intermediary banks, correspondent financial institutions, payment networks or clearing systems may impose additional fees or deductions beyond Omexi’s control. Omexi shall not be liable for such third-party deductions or processing delays arising from these entities.

3.4.4. Omexi reserves the right to deduct fees, charges, or other amounts owed by the Client from any funds held in or processed through the Client’s Account, prior to executing any outgoing transaction.

3.4.5. All fees are exclusive of applicable taxes, levies, duties or similar governmental assessments. The Client shall be responsible for payment of any such taxes associated with the Services.

4. Client Onboarding and Verification

4.1. Eligibility and Non-Solicitation Basis: Omexi provides its Services to Clients on a non-solicited basis. Only individuals and legal entities who submit an application and are approved by Omexi in accordance with its internal risk policies and Compliance Programme shall be eligible to access the Services. Omexi does not market its Services in jurisdictions where such activity would be deemed unlawful or where prior authorisation is required and has not been obtained.

4.2. Application and Submission of Information: To apply for the Services, a prospective Client must complete the onboarding form and provide all information and supporting documentation requested by Omexi. This includes, without limitation:

4.2.1. proof of identity and address for natural persons;

4.2.2. incorporation documents, ownership structure, and authorised representatives for legal persons;

4.2.3. beneficial ownership declarations;

4.2.4. intended use of the Services and anticipated transaction volumes; and

4.2.5. any other information reasonably required for compliance with Applicable Law.

4.3. Verification and Due Diligence: Omexi shall conduct customer due diligence (CDD) and know-your-customer (KYC) checks on each Client, its directors, authorised signatories, and beneficial owners, as applicable. Omexi reserves the right to classify Clients as low, medium, or high risk based on its internal risk scoring methodology. Enhanced due diligence (EDD) shall be applied to higher-risk categories, including, but not limited to:

4.3.1. Politically exposed persons (PEPs);

4.3.2. Clients operating in or from high-risk jurisdictions;

4.3.3. Complex ownership structures or nominee arrangements;

4.3.4. Clients with adverse media or law enforcement exposure.

4.4. Verification of Corporate Clients: For Clients that are legal entities, Omexi shall require:

4.4.1. constitutional documents (e.g., certificate of incorporation, articles of association);

4.4.2. dentification and verification of all natural persons who own or control, directly or indirectly, 25% or more of the entity, or who otherwise exercise control over management;

4.4.3. board resolution or equivalent authorising the opening and use of the Account and appointment of authorised users;

4.4.4. good standing or incumbency certificate (if available); and

4.4.5. up-to-date corporate registry extracts, where applicable.

4.5. Ongoing Monitoring and Periodic Reviews: Omexi will monitor Client activity on a risk-sensitive basis and may conduct periodic reviews or require Clients to update information and documentation to remain eligible for continued access to the Services.

4.6. False or Misleading Information: If the Client provides false, inaccurate, or misleading information at any point during the onboarding process or subsequently, Omexi may suspend or terminate the Services with immediate effect and report the incident to the relevant authorities as required.

4.7. Right to Decline or Discontinue: Omexi retains full discretion to decline any application or discontinue the onboarding process at any stage without obligation to provide a reason. Approval of an application does not entitle the Client to a guaranteed right to access all or any specific Service.

5. Use of Services and Client Obligations

5.1. Permitted Use

5.1.1. The Services provided by Omexi are made available strictly for lawful purposes in accordance with these Terms, Omexi’s Compliance Programme, and Applicable Law. The Client agrees to use the Services only for bona fide commercial, business, or personal transactions and shall not engage in, facilitate, or attempt to use the Services in connection with:

5.1.2. any activity that constitutes or relates to money laundering, terrorist financing, tax evasion, fraud, or any other criminal or prohibited conduct;

5.1.3. transactions involving countries, entities, or individuals subject to applicable sanctions or embargoes;

5.1.4. digital asset or cryptocurrency transactions, custody, exchange, or any activity regulated under securities, derivatives, or digital asset licensing frameworks, unless explicitly permitted in writing by Omexi;

5.1.5. offering financial services to third parties using Omexi’s Services unless expressly authorised.

5.2. Client Responsibility for Credentials and Access: The Client is solely responsible for the confidentiality and security of access credentials, API keys, or login details used to access Omexi’s platform. Any activity undertaken through the Client’s account shall be deemed to be authorised by the Client unless the Client has promptly notified Omexi in writing of a suspected compromise.

5.3. Accuracy and Completeness of Information: The Client represents and warrants that all information provided to Omexi during the onboarding process and throughout the duration of the relationship is true, accurate, complete, and not misleading. The Client shall immediately notify Omexi of any changes to such information, including but not limited to changes in ownership, control, authorised persons, business activities, or contact information.

5.4. Prohibited Jurisdictions and Use: The Client agrees not to access or use the Services from any country, territory, or jurisdiction that is subject to comprehensive international sanctions or which Omexi, in its sole discretion, designates as prohibited. Omexi reserves the right to restrict or refuse access to the Services where it believes, in its sole judgment, that continued service would be contrary to Applicable Law, expose Omexi to undue risk, or breach the Company’s compliance obligations.

5.5. Transaction Integrity and Origin of Funds: The Client shall ensure that all funds transmitted through the Services originate from legitimate sources and that any payment instruction issued is accurate, complete, and not intended to circumvent laws or regulatory requirements. Omexi reserves the right to request supporting documentation for any transaction and to delay or decline processing pending satisfactory completion of its internal review.

5.6. Cooperation and Record Provision: The Client shall cooperate fully with any reasonable request made by Omexi in relation to due diligence, transaction verification, recordkeeping, audit, or any other matter necessary to comply with its legal and regulatory obligations. Failure to respond to such requests may result in the suspension or termination of the Services. 

5.7. No Licence or Ownership Transfer: The Client acknowledges and agrees that all intellectual property rights, platform interfaces, software, and tools made available by Omexi as part of the Services remain the exclusive property of Omexi or its licensors. The Client is granted a limited, non-transferable, revocable right to access and use such materials solely for the purpose of receiving the Services, and no licence or ownership interest is otherwise granted.

6. Suspension, Termination and Account Closure

6.1. Suspension of Services: Omexi may, at its sole discretion, suspend the provision of any or all Services to the Client, with or without prior notice, where:

6.1.1. there is a reasonable suspicion of fraud, money laundering, terrorist financing, sanctions breach, or other unlawful activity;

6.1.2. the Client fails to provide required information, documentation, or cooperation in connection with due diligence or ongoing monitoring;

6.1.3. the Client is in breach of these Terms or any other agreement with Omexi;

6.1.4. a regulatory, legal, or governmental authority instructs Omexi to do so; or

6.1.5. technical, operational, or security-related events necessitate temporary restriction of Services.

6.2. Suspension shall not relieve the Client of its obligation to pay any accrued fees, charges, or other amounts owed.

6.3. Termination by the Client: The Client may terminate the Services at any time by providing not less than ten (10) Business Days’ written notice to Omexi, subject to the settlement of any outstanding obligations. Upon termination, the Client shall no longer be entitled to access or use the Services, and Omexi shall be entitled to withhold or retain such funds as are necessary to satisfy any pending transactions, disputes, or regulatory requirements.

6.4. Termination by Omexi: Omexi may terminate the Services, in whole or in part, by giving the Client not less than thirty (30) days’ written notice, or immediately and without notice in any of the following circumstances:

6.4.1. the Client becomes insolvent, bankrupt, or is subject to liquidation proceedings;

6.4.2. the Client engages in conduct that is unlawful, abusive, or detrimental to Omexi’s reputation or regulatory standing;

6.4.3. the Client breaches any material provision of these Terms;

6.4.4. continued provision of the Services would expose Omexi to legal or regulatory risk;

6.4.5. a force majeure event materially affects Omexi’s ability to perform its obligations.

6.5. Consequences of Termination: Upon termination of the Services for any reason:

6.5.1. all rights and licences granted to the Client shall immediately cease;

6.5.2. the Client must cease all use of the Services;

6.5.3. any funds held or received by Omexi in connection with the Client shall be returned, net of any fees or legally mandated deductions, subject to compliance verification and satisfactory completion of any outstanding reviews;

6.5.4. Omexi may retain records and information relating to the Client in accordance with its Data Retention Policy and applicable law.

6.6. Survival: Any provision of these Terms which by its nature or context is intended to survive termination shall so survive, including but not limited to clauses on indemnification, limitation of liability, intellectual property, governing law, and dispute resolution.

7. Data Protection and Confidentiality

7.1. Data Controller and Processing Basis: Omexi shall act as the data controller in respect of any personal data it collects, stores, or processes in connection with the Services. Processing activities are conducted in accordance with applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), the EU General Data Protection Regulation (GDPR), and any other legislation deemed applicable to the Client’s jurisdiction.

7.2. Collection and Use of Personal Data: The Client acknowledges that Omexi may collect and process personal data for the following purposes:

7.2.1. to verify identity and conduct customer due diligence;

7.2.2. to provide the Services and facilitate related transactions;

7.2.3. to prevent fraud, financial crime, and unauthorised activity;

7.2.4. to comply with legal and regulatory obligations, including those imposed by FINTRAC and foreign authorities;

7.2.5. to monitor use of the Services and maintain system integrity;

7.2.6. to respond to regulatory, legal, or administrative requests;

7.2.7. for internal business reporting, audits, and recordkeeping; and

7.2.8. where permitted, to communicate relevant service updates or notices.

7.3. Data Sharing and Disclosure: Personal data may be shared with third parties under appropriate contractual and legal safeguards, including:

7.3.1. service providers acting on Omexi’s instructions (e.g. identity verification, cloud hosting, transaction screening);

7.3.2. payment processors, correspondent institutions, and infrastructure providers, as necessary for execution of the Services;

7.3.3. regulatory, governmental, or supervisory authorities where required by law;

7.3.4. legal or professional advisers, auditors, or insurers for compliance or claims management purposes; and

7.3.5. affiliated group companies, to the extent necessary for business continuity, risk management, or shared service infrastructure.

7.4. Cross-Border Transfers: Given the nature of Omexi’s services, personal data may be transferred to and processed in jurisdictions outside the Client’s country of residence. Where applicable, Omexi will implement appropriate safeguards such as standard contractual clauses or equivalent legal mechanisms to ensure adequate protection.

7.5. Confidentiality Obligations: Omexi shall maintain strict confidentiality in relation to all non-public information received from or relating to the Client, subject to:

7.5.1. disclosures required by law or regulation;

7.5.2. disclosures to third parties strictly for the performance of the Services, under confidentiality obligations; or

7.5.3. disclosures with the prior written consent of the Client.

7.6. The Client shall also keep confidential all proprietary or non-public information received from Omexi, including details of the Services, systems, pricing, and any materials designated as confidential.

7.7. Omexi shall retain personal data only for as long as is necessary to fulfil the purposes for which it was collected, or as required under applicable law. Reasonable technical and organisational measures are employed to protect data against unauthorised access, alteration, disclosure, or destruction.

8. Fees and Charges

8.1. Fee Schedule and Disclosures: The Client agrees to pay all fees, charges, and costs applicable to the Services, as specified in the relevant fee schedule, annex, or pricing proposal provided to the Client (the “Fee Schedule”). The Fee Schedule shall form an integral part of these Terms and may be amended from time to time in accordance with Section 14 (Amendments).

8.2. Fees may include, without limitation:

8.2.1. onboarding or account opening fees;

8.2.2. transaction processing or payment execution fees;

8.2.3. currency conversion and foreign exchange margins;

8.2.4. monthly account maintenance or inactivity fees;

8.2.5. fees for additional services, such as compliance reports, administrative requests, or document retrieval;

8.2.6. third-party charges passed through at cost, including network or correspondent bank fees.

8.3. Payment Terms: Unless otherwise agreed in writing, fees shall be:

8.3.1. automatically deducted from funds held on behalf of the Client; or

8.3.2. invoiced monthly in arrears, payable within seven (7) calendar days of the invoice date.

8.4. Omexi reserves the right to suspend or terminate the provision of Services in the event of non-payment or delay.

8.5. Changes to Fees: Omexi may update or revise its Fee Schedule by providing not less than thirty (30) days’ written notice to the Client. If the Client does not agree with the revised fees, it may terminate the Services in accordance with Section 6. Continued use of the Services after the notice period shall be deemed acceptance of the new fees.

8.6. The Client is responsible for all taxes, duties, or levies applicable to the Services in their jurisdiction, including any withholding or value-added taxes. Omexi shall not be responsible for any such obligations unless specifically required by Applicable Law.

9. Liability and Indemnity

9.1. No Warranty: Omexi provides the Services on an “as-is” and “as-available” basis. To the fullest extent permitted by law, Omexi makes no express or implied warranties or representations, including without limitation, any warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, timely, secure, or error-free.

9.2. Limitation of Liability: To the maximum extent permitted by Applicable Law, Omexi’s total aggregate liability to the Client in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by the Client to Omexi in the twelve (12) months preceding the event giving rise to the liability.

9.3. In no event shall Omexi be liable for:

9.3.1. any indirect, consequential, incidental, special, punitive, or exemplary damages;

9.3.2. any loss of profits, business, goodwill, reputation, or anticipated savings;

9.3.3. any loss arising from unauthorised access to, or alteration or destruction of, the Client’s data or communications by third parties, unless caused by Omexi’s gross negligence or wilful misconduct;

9.3.4. any delay or failure in performance due to a Force Majeure Event.

9.4. Client Indemnity: The Client shall indemnify, defend, and hold harmless Omexi, its directors, officers, employees, affiliates, and service providers from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

9.4.1. the Client’s breach of these Terms or any applicable laws or regulations;

9.4.2. any fraudulent, negligent, or unlawful act or omission by the Client;

9.4.3. any third-party claims arising from the Client’s use of the Services, including any content or instructions provided by the Client;

9.4.4. any actual or alleged infringement of intellectual property or proprietary rights resulting from the Client’s use of the Services.

9.5. Mitigation: Each Party shall take reasonable steps to mitigate any loss, damage, cost, or expense it may suffer or incur in connection with any claim under these Terms.

9.6. Exclusions Not Permitted by Law: Nothing in this Section shall exclude or limit liability to the extent such exclusion or limitation is not permitted by Applicable Law, including liability for death or personal injury caused by negligence or fraud.

10. Intellectual Property Rights

10.1. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, trade names, service marks, trade secrets, software, designs, logos, and databases (collectively, “Intellectual Property”), in or relating to the Services, the Omexi platform, website, documentation, and any related technology or content, are and shall remain the exclusive property of Omexi or its licensors.

10.2. Limited Licence: Subject to these Terms, Omexi grants the Client a non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Services solely for lawful and authorised purposes. This licence does not convey any rights of ownership or any other interest in the Intellectual Property, nor does it permit reverse engineering, disassembly, copying, distribution, or modification.

10.3. Restrictions: The Client shall not:

10.3.1. copy, reproduce, modify, adapt, reverse engineer, decompile, or create derivative works of the Services or any associated technology;

10.3.2. remove, obscure, or alter any proprietary notices or disclaimers;

10.3.3. use any part of the Services or related content for commercial purposes other than those expressly authorised under these Terms; or

10.3.4. use Omexi’s trademarks, service marks, or logos without Omexi’s prior written consent.

10.4. Third-Party Intellectual Property: Any third-party software, services, or intellectual property integrated into or accessible via the Services shall remain the property of the respective third-party owners and may be subject to additional terms and conditions. Omexi disclaims all responsibility for such third-party offerings.

10.5. Feedback: If the Client provides Omexi with any suggestions, comments, or feedback regarding the Services, Omexi shall be entitled to use and incorporate such feedback in its products and services without restriction or obligation, and without any compensation or attribution to the Client.

11. Representations and Warranties

11.1. Client Representations: By registering for or using the Services, the Client represents, warrants, and undertakes that:

11.1.1. it has full legal capacity and authority to enter into and be bound by these Terms, and where the Client is a legal person, that the individual accepting the Terms is duly authorised to act on its behalf;

11.1.2. it has provided, and will continue to provide, true, accurate, complete, and up-to-date information to Omexi in connection with the onboarding process and the use of the Services;

11.1.3. it is not acting on behalf of or for the benefit of any third party unless properly disclosed and authorised in accordance with Omexi’s onboarding and due diligence procedures;

11.1.4. it will not use the Services for any unlawful, fraudulent, or unauthorised purpose, including but not limited to money laundering, terrorist financing, or evasion of sanctions or financial regulations;

11.1.5. it is not subject to any sanctions, trade restrictions, or enforcement measures imposed by any competent authority, including those of Canada, the United States, the European Union, the United Kingdom, or the United Nations;

11.1.6. it is not located in or operating from any jurisdiction that is subject to comprehensive international sanctions or identified as high-risk under applicable anti-money laundering standards, except as expressly permitted by Omexi in writing;

11.1.7. it has implemented, and will maintain, adequate internal controls and procedures to prevent unauthorised access to its account and to comply with applicable laws and regulations in its jurisdiction;

11.1.8. it has reviewed, understood, and accepted these Terms in their entirety, including any accompanying policies or supplemental documents referenced herein.

11.2. Omexi Representations: Omexi represents and warrants that:

11.2.1. it is duly incorporated and validly existing under the laws of Canada and is duly registered as a Money Services Business with FINTRAC;

11.2.2. it has the necessary regulatory permissions and infrastructure to provide the Services in accordance with Applicable Law;

11.2.3. it will use reasonable care and skill in delivering the Services; and

11.2.4. it will comply with applicable legal and regulatory obligations, including but not limited to anti-money laundering and data protection requirements.

11.3. No Other Warranties: Except as expressly stated in this Section, Omexi disclaims all other representations and warranties, whether express or implied, statutory or otherwise, to the maximum extent permitted by law.

12. Force Majeure

12.1. Definition: For the purposes of these Terms, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of a Party which prevents or materially delays the performance of any of its obligations under these Terms, including, but not limited to:

12.1.1. acts of God, natural disasters, epidemics, or pandemics;

12.1.2. wars, hostilities, civil disturbances, or acts of terrorism;

12.1.3. government actions, embargoes, sanctions, or regulatory restrictions;

12.1.4. power failures, telecommunications outages, network disruptions, or failures in banking or payment systems not caused by the Party in question;

12.1.5. strikes, lockouts, or labour disputes affecting a third party’s services upon which Omexi reasonably relies.

12.2. Effect of Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (excluding payment obligations) if and to the extent that such delay or failure is caused by a Force Majeure Event, provided that the affected Party:

12.2.1. promptly notifies the other Party of the occurrence and expected duration of the Force Majeure Event;

12.2.2. uses reasonable endeavours to mitigate the effect of the Force Majeure Event; and

12.2.3. resumes full performance as soon as reasonably practicable after the event ceases

12.3. Prolonged Events: If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either Party may terminate the Services immediately on written notice to the other without liability, save for any outstanding obligations incurred before the date of termination.

13. Data Protection and Confidentiality

13.1. Data Protection: Each Party agrees to comply with all applicable data protection laws and regulations, including but not limited to the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), the EU General Data Protection Regulation (Regulation (EU) 2016/679), and the UK General Data Protection Regulation (the “Data Protection Laws”).

13.2. Omexi shall:

13.2.1. process personal data solely for the purposes of providing the Services or as otherwise permitted by law or authorised by the Client;

13.2.2. implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage;

13.2.3. ensure that all personnel with access to personal data are subject to appropriate confidentiality obligations;

13.2.4. only transfer personal data to jurisdictions outside the Client’s territory in compliance with applicable cross-border transfer requirements, including through the use of standard contractual clauses or other approved mechanisms.

13.3. The Client acknowledges and agrees to the terms of Omexi’s Privacy Policy, which shall be incorporated by reference into these Terms.

13.4. Confidentiality: Each Party (the “Receiving Party”) shall keep strictly confidential all information of a confidential nature (whether oral, written, or in electronic form) that is disclosed by or on behalf of the other Party (the “Disclosing Party”) in connection with these Terms, and which is marked or identified as confidential or would reasonably be regarded as confidential given its nature and the context of disclosure (“Confidential Information”). The Receiving Party agrees that it shall:

13.4.1. use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms;

13.4.2. not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its affiliates, professional advisers, or service providers who are subject to confidentiality obligations of equivalent standard; and

13.4.3. take all reasonable steps to protect the confidentiality of such information.

13.5. Exclusions: The obligations in this Section shall not apply to information that:

13.5.1. is or becomes public other than through a breach of this Section;

13.5.2. was lawfully known to the Receiving Party prior to disclosure;

13.5.3. is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or

13.5.4. is required to be disclosed by law, court order, or a regulatory authority, provided that the Receiving Party (where permitted) gives prompt notice to the Disclosing Party to allow for protective measures.

13.6. The obligations under this Section shall survive the termination of the Services and remain in effect for a period of five (5) years from the date of termination or expiry.

14. Amendments and Notices

14.1. Omexi reserves the right to amend, modify, or update these Terms at any time to reflect changes in legal or regulatory requirements, improvements to the Services, or operational needs. Any such amendments shall be effective as follows:

14.1.1. Where the changes are material and may adversely affect the Client’s rights or obligations, Omexi shall provide the Client with at least two (2) months’ advance notice via email or through the Client interface, unless a shorter notice period is required by law or regulatory directive.

14.1.2. For immaterial or purely administrative changes, notice may be given by publication on Omexi’s website or Client dashboard without further formal communication.

14.2. Continued use of the Services after the effective date of an amendment shall be deemed acceptance of the revised Terms. If the Client objects to the amendments, it shall have the right to terminate the Services before the effective date without penalty.

15. Supplemental Terms and Schedules: Specific services, pricing arrangements, or technical specifications may be governed by additional terms, policies, or schedules (“Supplemental Terms”), which shall form an integral part of these Terms. In the event of any conflict between these Terms and any Supplemental Terms, the Supplemental Terms shall prevail to the extent of the conflict in respect of the relevant service.

16. Notices: All notices or communications under these Terms shall be made in writing and delivered via email or registered mail (or courier) to the receiving Party’s registered office or principal place of business, or to such other address as that Party may notify in writing. Notices sent:

16.1. by email shall be deemed received at the time of successful transmission, provided that no delivery failure notification is received;

16.2. by courier or registered mail shall be deemed received on the second business day following dispatch (or the fifth business day in the case of international delivery).

17. Language of Communication: All notices and contractual documents shall be provided in English, which shall prevail in the event of any translation.

18. Termination

18.1. The Client may terminate the Services at any time by providing at least ten (10) business days’ prior written notice to Omexi, subject to the settlement of any outstanding obligations, fees, or liabilities owed to Omexi.

18.2. Omexi may suspend or terminate the Services and/or close the Client’s account with immediate effect by written notice if:

18.2.1. the Client breaches these Terms or any applicable Supplemental Terms and fails to remedy such breach (if capable of remedy) within five (5) business days of written notice;

18.2.2. the Client provides false, misleading, or incomplete information during onboarding or in the course of the relationship;

18.2.3. Omexi reasonably suspects the Client’s involvement in illegal activity, fraud, or conduct that may expose Omexi or its counterparties to reputational or regulatory risk;

18.2.4. required to do so by law, regulation, court order, or direction of a competent authority or regulator;

18.2.5. the Client is or becomes subject to sanctions or ceases to satisfy Omexi’s risk or compliance criteria.

18.3. Omexi may terminate the Services for convenience by giving the Client not less than thirty (30) calendar days’ written notice, unless a shorter period is required to protect regulatory, legal, or security interests.

18.4. Upon termination:

18.4.1. the Client shall cease all use of the Services and, where applicable, ensure all users under its account do the same;

18.4.2. all fees and charges accrued up to the date of termination shall become immediately due and payable;

18.4.3. the Client shall be responsible for providing Omexi with accurate final payment instructions to facilitate any residual fund withdrawals;

18.4.4. any remaining data or account information may be retained by Omexi in accordance with its Data Retention Policy and applicable law.

18.5. Any provision of these Terms which by its nature or express wording is intended to survive termination shall continue in full force and effect, including but not limited to: Sections 10 (Intellectual Property), 11 (Representations and Warranties), 13 (Data Protection and Confidentiality), and 19(Governing Law and Dispute Resolution).

19. Governing Law and Dispute Resolution

19.1. Governing Law: These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of law principles.

19.2. Jurisdiction: Subject to the provisions of Clause 19.3, the courts of Ontario shall have exclusive jurisdiction to hear and determine any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination.

19.3. Alternative Dispute Resolution: Without prejudice to either Party’s right to seek interim or injunctive relief from a competent court, the Parties agree that any dispute arising from or relating to these Terms shall first be attempted to be resolved amicably through good faith negotiations. If the Parties are unable to resolve the matter within thirty (30) calendar days of the commencement of negotiations, either Party may refer the dispute to final and binding arbitration under the Arbitration Act, 1991 (Ontario) by a single arbitrator appointed by agreement of the Parties or, failing agreement, by the ADR Institute of Canada.

19.4. Interim Relief and Equitable Remedies: Nothing in this Section shall prevent Omexi from seeking immediate injunctive or other interim relief where necessary to preserve its rights or prevent irreparable harm, including but not limited to breaches of confidentiality, intellectual property infringement, or fraud. 

19.5. Language: All proceedings, correspondence, and notices in connection with any dispute shall be conducted in English.