Terms & Conditions

Effective Date: 01 September 2026

These Terms & Conditions (the "Terms") govern your access to and use of our website and any applications, client portals, APIs, accounts, products or services that ARCLIGHT PAY LTD. ("Arclight Pay", "Arclight", "we", "us", or "our") may make available from time to time.

Legal entity

ARCLIGHT PAY LTD.
112 - 970 Burrard Street
Office 1311
Vancouver, BC V6Z 2R4
Canada

Legal / support email: legal@arclightpay.io

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Certain Services may be subject to additional product terms, cardholder terms, partner terms, transaction confirmations, order forms, fee schedules or other agreements. If there is a conflict, the more specific terms will govern the relevant Service.

1. Regulatory status and service availability

Arclight is a Canadian financial-technology company. Certain Services may constitute regulated money services, payment services, virtual-currency services or other regulated activities.

We will not provide a regulated Service unless and until the registrations, permissions, partner arrangements or other legal requirements applicable to that Service are in effect.

Our current regulatory status, where applicable, will be disclosed on our website or during onboarding. A registration with a regulator does not constitute an endorsement, guarantee or approval of Arclight, its financial condition, or any product or transaction.

Some future Services may be provided by, through or in cooperation with third-party regulated institutions, including banks, EMIs, payment institutions, card issuers, BIN sponsors, exchanges, liquidity providers, custodians and wallet infrastructure providers.

Pre-launch status

Arclight Pay is currently in pre-launch and is not currently providing the regulated financial services described in these Terms.

References in these Terms to accounts, payments, transfers, virtual accounts, IBANs, cards, wallets, custody, foreign exchange, payouts and other financial functionality describe services that Arclight may make available in future phases.

A particular Service will become available only after Arclight has satisfied the regulatory, contractual, provider and operational requirements applicable to that Service. The inclusion of a Service in these Terms does not mean that the Service is currently offered or available.

2. Eligibility

You may use the Services only if:

• you are at least 18 years old and have legal capacity to enter into these Terms;
• if acting for an entity, you have authority to bind that entity;
• your use is lawful in your jurisdiction;
• you successfully complete our onboarding and due-diligence requirements;
• you are not subject to sanctions or other legal restrictions that prohibit us from serving you;
• your jurisdiction, activity and risk profile are within our current risk appetite.

We may decline or restrict access to any person, entity, jurisdiction, wallet, asset, payment corridor or Service.

3. Accounts and onboarding

To access certain Services, you must create an account and provide complete, accurate and current information.

We may require KYC, KYB, beneficial ownership, source-of-funds, source-of-wealth, transaction-purpose, wallet ownership, tax, sanctions, PEP/HIO or other information at onboarding and on an ongoing basis.

You must promptly notify us of material changes to information previously provided.

We may refuse to open an account or may limit, suspend or close an account if information is incomplete, inaccurate, outdated, inconsistent, unverifiable or outside our risk appetite.

4. Our Services

Subject to future availability and satisfaction of applicable regulatory, provider and operational requirements, Arclight may in future offer or arrange:

• fiat-to-virtual-currency and virtual-currency-to-fiat conversion;
• virtual-currency swaps and exchanges, including OTC and exchange-based execution;
• fiat foreign exchange;
• payment and money-transfer services;
• payments to third-party beneficiaries on your instruction;
• individual or named virtual accounts / IBAN functionality through partner institutions;
• batch, registry, contractor, payroll or other payout services in fiat or virtual currency;
• card products through issuing or BIN-sponsor partners;
• wallet, custody or wallet-infrastructure functionality;
• related settlement, treasury and transaction-management services.

Planned initial service

Arclight's planned initial financial service is OTC conversion between supported virtual currencies and fiat currencies, with eligible fiat proceeds settled to a verified bank account held in the customer's own name.

Arclight does not currently provide this service. Its availability is subject to applicable registration, onboarding, compliance, provider and operational requirements.

Third-party payments, payment accounts, virtual or named IBAN functionality, batch or payroll payouts and card functionality are not part of the planned initial service and may be introduced in future phases subject to applicable requirements.

The exact legal provider of a particular Service may be Arclight or a third-party institution and will be disclosed where required.

5. Instructions and authority

You are responsible for all instructions submitted through your account using valid credentials, authentication methods, API keys or authorized users.

We may rely on an instruction that reasonably appears authentic without further inquiry.

You must review all transaction details before confirming an instruction, including:

• asset and currency;
• network or payment rail;
• amount;
• recipient or beneficiary;
• bank / IBAN information;
• wallet address;
• exchange rate;
• fees;
• network fees;
• settlement method.

Blockchain transfers and certain payment instructions may be irreversible once executed.

We may require additional confirmation, documentation, callback, maker-checker approval or other authentication before acting.

6. Quotes, exchange rates and execution

A displayed market price, indicative rate or estimate is not necessarily an executable quote.

A binding quote exists only when we expressly identify it as firm and it remains valid only for the stated period.

The final execution price may include:

• market spread;
• Arclight fee or markup;
• liquidity-provider or exchange fees;
• network fees;
• banking or payment-provider fees.

Market conditions can change rapidly. Where a quote expires, liquidity changes or execution is delayed, we may require a new quote.

Unless we expressly agree otherwise in writing, Arclight does not act as your investment adviser, broker, fiduciary or portfolio manager.

7. Funding and settlement

You must fund transactions only from permitted sources and accounts or wallets that we accept.

We may reject, return or hold funds or virtual assets received:

• from an unknown or prohibited third party;
• through an unsupported network, token, payment method or corridor;
• without sufficient identifying information;
• where ownership or source cannot be established;
• where required by law, sanctions or compliance controls.

A transaction is complete only when we record it as completed in our systems, not merely when an external bank, blockchain or payment system displays an intermediate status.

Settlement times are estimates unless expressly guaranteed.

8. Future virtual account and IBAN services

If Arclight makes this Service available in a future phase, a named or virtual account / IBAN may be issued or maintained by a partner bank, EMI or payment institution.

Unless expressly stated otherwise:

• the account identifier does not make Arclight a bank;
• the account may be subject to partner terms and permitted-use restrictions;
• incoming and outgoing payments may be screened, rejected, returned or delayed;
• not all payment types, counterparties, currencies or jurisdictions are supported;
• the account may be changed, suspended or closed if required by the partner or law.

You must use account details only for the purposes for which they were assigned.

9. Future third-party payment services

Third-party payments are not part of the planned initial service. If and when this Service becomes available and you instruct us to pay a third party, you are responsible for ensuring that:

• the beneficiary details are correct;
• the payment has a lawful and genuine commercial or personal purpose;
• you have all required authority and supporting documentation;
• the payment does not violate sanctions, AML, fraud, tax or other laws.

We may request contracts, invoices, payroll records, corporate documents or other evidence before processing a third-party payment.

We are not responsible for loss caused by incorrect beneficiary information supplied by you, except to the extent liability cannot legally be excluded.

10. Future batch and payroll services

If and when this Service becomes available, batch, registry and payroll functionality may be subject to file-format, beneficiary-verification, funding, cut-off, sanctions and operational requirements.

A batch may be processed item-by-item. The failure or rejection of one payment does not necessarily invalidate the entire batch.

You are responsible for the accuracy and lawful use of beneficiary and payroll data you upload.

11. Future card services

If and when card functionality is introduced, Card Services will be provided under separate cardholder terms issued by Arclight and/or the applicable card issuer or BIN sponsor.

Card limits, fees, supported jurisdictions, merchant restrictions, ATM functionality, dispute rights and safeguarding arrangements may vary.

These Terms do not override mandatory card-network or consumer-protection rights.

12. Virtual assets and wallets

Virtual assets involve material technological, market and regulatory risks. You must read our Risk Disclosures before using virtual-asset Services.

Where Arclight provides a hosted or company-controlled wallet, your entitlement may be represented in our internal ledger while underlying assets may be held in one or more operational, omnibus, segregated, exchange or custody wallets.

Where a user-controlled or self-hosted wallet is used, you are responsible for safeguarding private keys, recovery credentials and signing authority.

Arclight does not guarantee that any virtual asset will maintain its value or remain supported.

13. Fees

You must pay all fees applicable to your use of the Services.

Fees may include:

• transaction fees;
• exchange spreads or markups;
• account fees;
• card fees;
• network / gas fees;
• correspondent, bank or payment-provider fees;
• withdrawal fees;
• exceptional compliance, investigation or recovery costs where contractually permitted.

Applicable fees will be disclosed through the platform, a fee schedule, quote, transaction confirmation or separate agreement.

14. Compliance, sanctions and transaction monitoring

You acknowledge that we are required to maintain financial-crime controls.

We may:

• verify or re-verify identity;
• screen persons, entities, wallets and transactions;
• conduct blockchain analytics;
• request source-of-funds / source-of-wealth evidence;
• require information about a payer, beneficiary, underlying customer or transaction purpose;
• delay or decline a transaction;
• place funds or assets on hold where legally permitted or required;
• restrict or close an account;
• file reports or provide information to competent authorities where required by law.

We may be prohibited from explaining certain compliance actions or regulatory reports to you.

15. Prohibited use

You must not use the Services for:

• unlawful activity;
• fraud, scams or deceptive practices;
• sanctions evasion;
• money laundering or terrorist financing;
• transactions involving prohibited jurisdictions, persons, entities or activities;
• trafficking, exploitation or other serious criminal conduct;
• unlicensed gambling where prohibited;
• unauthorized financial intermediation;
• intellectual-property infringement;
• malware, ransomware or cybercrime;
• activity designed to evade our monitoring, limits or controls;
• transactions using stolen, hacked or unlawfully obtained funds or virtual assets.

We may maintain additional prohibited- or restricted-activity policies.

16. Security

You must keep your credentials, passwords, authentication devices, API keys, recovery codes and authorized-user permissions secure.

You must notify us immediately if you suspect:

• unauthorized account access;
• credential compromise;
• fraudulent instructions;
• loss of an authentication device;
• compromised wallet or API keys.

We may temporarily restrict an account while investigating a security incident.

17. Errors, recalls and reversals

You must review transaction information promptly and notify us of suspected errors without undue delay.

Some transactions cannot be reversed, including many blockchain transfers.

Bank payments may sometimes be recalled, returned or reversed by a bank or payment system. We may adjust your account to reflect a valid return, reversal, chargeback, correction or settlement failure.

18. Third-party providers

Arclight may rely on third parties for material portions of Services that become available, including banking, payments, cards, trading, liquidity, custody, wallet technology, blockchains, cloud infrastructure, telecommunications and compliance screening.

We do not control third-party networks or systems and cannot guarantee their continuous availability.

Where a third party's terms apply, you must comply with them.

19. Taxes

You are responsible for determining and paying taxes arising from your use of the Services.

We do not provide tax advice. We may collect or report information to tax authorities where legally required.

20. No investment advice

Arclight does not provide investment, legal or tax advice unless expressly agreed under a separate written engagement and lawfully permitted.

Information, market data, educational materials and quotes are provided for transactional or informational purposes and should not be treated as a recommendation to buy, sell or hold any asset.

21. Intellectual property

Arclight and its licensors own all rights in the website, software, branding, interfaces, content and technology, except for third-party materials.

We grant you a limited, revocable, non-exclusive, non-transferable right to use the Services for their intended purposes.

You may not copy, reverse engineer, scrape, resell or exploit the Services except as permitted by law or written agreement.

22. Privacy

Our processing of personal information is described in our Privacy Policy.

By using the Services, you acknowledge that financial-services regulation may require us to collect, retain and disclose information even after an account is closed.

23. Suspension and termination

We may suspend, limit or terminate access where reasonably necessary for:

• legal or regulatory compliance;
• sanctions or financial-crime risk;
• security or fraud concerns;
• breach of these Terms;
• unpaid amounts;
• partner or network restrictions;
• material operational risk;
• discontinuation of a Service.

Where legally and operationally possible, we will provide instructions for withdrawing or settling remaining eligible balances.

Termination does not affect accrued rights, outstanding obligations, record-retention duties or provisions intended to survive termination.

24. Service changes and availability

We may add, modify, suspend or discontinue a Service, asset, currency, payment rail, network or jurisdiction.

Planned maintenance, cyber incidents, third-party outages, blockchain congestion, banking cut-offs, market disruption or force-majeure events may affect availability or settlement times.

25. Disclaimers

To the maximum extent permitted by law:

• the Services are provided on an "as available" basis;
• we do not guarantee uninterrupted or error-free operation;
• we do not guarantee the value, liquidity or continued availability of any virtual asset;
• we do not guarantee that a third-party bank, EMI, exchange, card issuer, blockchain or beneficiary will accept or complete a transaction.

Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

26. Limitation of liability

To the maximum extent permitted by applicable law, Arclight will not be liable for indirect, incidental, special, punitive or consequential loss, including loss of profit, opportunity, goodwill or anticipated savings.

Subject to mandatory law and any service-specific terms, our aggregate liability arising from a particular transaction or event will not exceed the greater of:

1. the fees paid to Arclight for the affected transaction or Service during the preceding three months; and
2. CAD 1,000.

This limitation does not apply to liability that cannot legally be limited or excluded, including liability resulting from fraud or wilful misconduct where applicable.

27. Indemnity

To the extent permitted by law, you agree to indemnify Arclight and its officers, directors, employees and agents against losses, claims and reasonable costs arising from:

• your unlawful use of the Services;
• your material breach of these Terms;
• false or misleading information supplied by you;
• an instruction you were not authorized to give;
• infringement of another person's rights.

This clause does not require a consumer to indemnify us where prohibited by applicable consumer law.

28. Complaints

You may submit a complaint using the complaints form at arclightpay.io/claims, by email to support@arclightpay.io, or in writing to the address set out in clause 35. The form allows you to describe the complaint and, where relevant, attach a supporting document.

Each complaint is recorded and given a reference. Please quote that reference in any further correspondence about the same matter.

We will handle complaints in accordance with applicable law and our internal complaints procedure. Where a regulator or independent dispute body has jurisdiction, applicable escalation information will be provided.

29. Governing law

Except where mandatory law provides otherwise, these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there.

You and Arclight submit to the courts located in Vancouver, British Columbia.

Mandatory consumer rights in your place of residence are not excluded by this clause.

30. Notices

We may provide notices electronically through the platform, by email, or through another contact method associated with your account.

You are responsible for maintaining current contact information.

Formal legal notices to Arclight may be sent to:

ARCLIGHT PAY LTD.
112 - 970 Burrard Street
Office 1311
Vancouver, BC V6Z 2R4
Canada

Email: legal@arclightpay.io

31. Assignment

You may not assign your rights or obligations under these Terms without our prior written consent.

We may assign these Terms as part of a merger, reorganization, financing, transfer of business or to an affiliate, subject to applicable law.

32. Severability and waiver

If any provision is unenforceable, the remaining provisions remain effective.

A failure to enforce a provision is not a waiver of that provision.

33. Changes to these Terms

We may amend these Terms from time to time. Material changes will be communicated where required by law.

Continued use after the effective date of revised Terms constitutes acceptance where legally permitted.

34. Entire agreement

These Terms, together with applicable service-specific terms, fee schedules, confirmations and policies incorporated by reference, form the agreement governing the relevant Services.

35. Contact

ARCLIGHT PAY LTD.
112 - 970 Burrard Street
Office 1311
Vancouver, BC V6Z 2R4
Canada

Email: support@arclightpay.io