Terms & Conditions

Effective: 25/08/2026

1. Who we are and who you contract with

1.1 MS Pay is the trading name used by the group of companies listed in Schedule 2, operating under common ultimate ownership and control (together the "MS Pay Group"). MS Pay Holdings Limited (Jersey, registered number 164587, registered office 13 Castle Street, St Helier, Jersey JE2 3BT) is a holding company within the MS Pay Group and does not provide services to Clients.

1.2 The services under these Terms (the "Services") are provided by the MS Pay Group entity identified in your account documentation ("we", "us", "MS Pay"). Services are allocated principally as set out below; a Group entity may also provide other Services within its own regulatory permissions, and the entity named in your account documentation for each Service is definitive:

Payment, foreign-exchange and multi-currency account services, and digital-asset conversion and settlement services: MS Pay Limited (British Columbia, Canada, BC1431850), registered with FINTRAC as a Money Services Business (registration M23054035) and registered with the Bank of Canada as a payment service provider under the Retail Payment Activities Act with effect from 16 October 2025, registered office 200-535 Yates Street, Victoria BC V8W 2Z6. Registration with FINTRAC or the Bank of Canada is a regulatory status only. It is not an endorsement or licence, and it does not mean that your funds are insured or guaranteed.

Digital-asset and stablecoin settlement services: MS Pay Jersey Ltd (Jersey, 159408), supervised by the Jersey Financial Services Commission as a Virtual Asset Services Provider (reference SCH-14933), registered office 13 Castle Street, St Helier, Jersey JE2 3BT.

US dollar account, payment and settlement services: MS Pay Inc (Delaware, file 10560051), registered with FinCEN as a Money Services Business (registration 31000330919685), registered office Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801. MS Pay Inc offers its products and services through regulated partner financial institutions, which hold the underlying accounts and execute payments. Registration with FinCEN is a regulatory status only. It is not an endorsement or licence, and it does not mean that your funds are insured or guaranteed.

1.3 Your contract is solely with the entity providing your Service. No other member of the MS Pay Group, including the Holding Company, owes you any obligation under these Terms.

1.4 UAB MS Pay (Lithuania, 306215322) has ceased trading following the entry into force of the EU's MiCA/CASP authorisation regime and is in orderly wind-down. It is not a contracting entity and provides no Services.

2. The Services

2.1 We provide execution-only services: multi-currency accounts; receipt and transmission of payments over established payment rails; foreign-exchange conversion; and conversion and settlement between fiat currencies and digital assets (including stablecoins) on an over-the-counter basis. We deal as principal unless we expressly agree otherwise in writing.

2.2 Exchange rates and conversion prices are set by us at the time of quotation by reference to prevailing market rates plus our spread and any agreed fee. A quotation is indicative until we confirm it as firm; a firm quotation accepted by you is binding.

2.3 We do not store digital assets other than temporarily pending settlement, or through independent qualified custodians where expressly agreed. We do not issue stablecoins and do not guarantee the value of any digital asset.

2.4 We do not provide investment, tax or legal advice, portfolio management, or personal recommendations (clause 7).

3. Opening an account, client categorisation and verification

3.1 Accounts are opened by completing the application through the platform and providing the information and documents we request.

3.2 On application and on a continuing basis you represent and warrant that: all information you provide is accurate and complete; you act as principal for your own account; you are at least 18 years old and have full legal capacity; your use of the Services is lawful in your jurisdiction; neither you nor any of your beneficial owners or controllers is involved in money laundering, terrorist financing or sanctions evasion; you are able to take delivery of assets purchased; and you have read and understood the risk disclosures in Schedule 1.

3.3 We categorise each Client as a Consumer, a Micro-enterprise or a Business Client, and apply the protections required by the law applicable to the entity serving you. You may request re-categorisation; we are not obliged to agree.

3.4 We must complete customer due diligence, sanctions and anti-money-laundering screening before activating an account and on an ongoing basis. We may decline any application without giving reasons, impose limits or conditions required by law or our policies, and suspend or close accounts where our requirements are not met.

3.5 You must keep your credentials secure and notify us without delay of any suspected compromise or unauthorised transaction. Your liability for unauthorised transactions before notification is limited to any statutory cap applicable under the law of the entity serving you; you are fully liable where you have acted fraudulently or with gross negligence.

4. Operating your account

4.1 You may fund your account only from accounts or wallets in your own name, using the unique reference we assign. We may return funds received from third parties or unidentified sources.

4.2 Client funds are held in accounts segregated from our own funds with regulated financial institutions, and where the regulation applicable to the entity serving you requires safeguarding, they are safeguarded in accordance with that regulation. In particular, where MS Pay Limited holds end-user funds in relation to a retail payment activity within the scope of the Canadian Retail Payment Activities Act, those funds are safeguarded in accordance with the scope of that Act. Not all Services are retail payment activities within the scope of that Act. Client funds are not covered by deposit insurance or guarantee schemes unless we expressly state otherwise in writing.

4.3 Withdrawal instructions are processed without undue delay and in any event within five Business Days, normally to the source account or a verified account or wallet in your name, subject to available balance and to no outstanding obligations, checks or legal restrictions.

4.4 Orders may be placed through the platform or by the email or recorded telephone lines we designate. You authorise us to rely on instructions reasonably believed to be from you. Calls are recorded. You must review confirmations and statements and raise discrepancies within two Business Days (Business Clients) or within the statutory period applicable to you (Consumers and Micro-enterprises).

4.5 Purchases must be pre-funded. Once you accept a firm quotation the trade cannot be amended or cancelled by you. Settlement is made to your account balance or, where agreed, by delivery to your verified wallet or account. Transfers on distributed ledgers are irreversible once broadcast.

4.6 We may: cancel trades executed on a manifestly erroneous quotation; decline any order without giving reasons; net obligations between us; and, on an Event of Default (material breach, false representation, insolvency, regulatory action, or you or a connected person becoming a Restricted Person), cancel unsettled trades, set off amounts owed, realise assets held for you, and terminate the Agreement with immediate effect.

5. Fees and charges

5.1 Our remuneration comprises the spread within quoted prices, the commissions and charges set out in your fee schedule or quoted to you before you accept a transaction, and pass-through of third-party costs we incur on your behalf where disclosed. Fees are deducted from transaction proceeds or your balance.

6. Privacy and data protection

6.1 We process personal data as controller in accordance with the MS Pay Privacy Policy, under the data-protection law applicable to the entity serving you, including PIPEDA (Canada), the Data Protection (Jersey) Law 2018, and applicable US federal and state privacy laws. International transfers are made under appropriate safeguards, including intra-group arrangements.

7. No advice

7.1 We provide execution-only Services. Nothing we publish or communicate is investment advice or a recommendation, and we give no assurance as to the profitability or suitability of any transaction. You are solely responsible for your decisions and for obtaining your own professional advice.

8. Tax, FATCA and CRS

8.1 You are solely responsible for your tax affairs. You must provide any self-certifications or documentation we request under FATCA, CRS or equivalent regimes, and you consent to reporting to competent tax authorities and to withholding where required by law.

9. Termination

9.1 Either party may terminate on 30 days' written notice. We may terminate or suspend immediately where required by law or a regulator, on an Event of Default, on reasonable suspicion of fraud or unlawful use, where continuing presents legal, security or reputational risk, or where you become a Restricted Person. On termination, open transactions settle or are closed out, amounts owed become immediately due, and your remaining balance is returned to a verified account in your name; balances unclaimed after 90 days may be returned to source.

10. Liability and indemnity

10.1 We perform the Services with reasonable skill and care. Subject to that, the Services are provided "as is" and all other warranties are excluded to the fullest extent permitted by law.

10.2 We are not liable for loss arising from: reliance on instructions given through your credentials; actions we take to comply with law, regulation or sanctions; market movements or delays inherent in payment or settlement systems; your acts, omissions or breach; unclear or incomplete instructions; failure or interruption of systems or networks not caused by our failure to exercise reasonable skill and care; insolvency or default of any third party (including any financial institution, venue, network or custodian); or Force Majeure.

10.3 The total aggregate liability of the MS Pay Group entity that is your contracting party under or in connection with the Agreement shall not exceed the higher of (i) the commissions earned by that entity from you in the 12 months preceding the event giving rise to the claim, and (ii) USD 10,000 or its equivalent in the currency of the relevant transaction.

10.4 Nothing excludes or limits liability for fraud or wilful default, or any liability that cannot lawfully be excluded, and nothing in this clause deprives a Consumer or Micro-enterprise of mandatory statutory protections. Indirect and consequential loss, loss of profit and loss of data are excluded. You indemnify us against losses arising from your breach of the Agreement or unauthorised use of the Services, except to the extent the law applicable to Consumers provides otherwise.

11. Force majeure

11.1 We are not liable for failure or delay caused by events beyond our reasonable control, including acts of authorities, changes in law or sanctions policy, market disruption, failures of networks, venues or payment systems, and distributed-ledger events.

12. Complaints

12.1 Complaints may be submitted to complaints@ms-pay.io and will be acknowledged promptly and handled under the complaints procedure applicable to the entity serving you. We aim to resolve every complaint fairly and to issue a final response within the timeframe stated in that procedure.

12.2 If you are not satisfied with our final response: for services of MS Pay Jersey Ltd, complainants who are individuals, micro-enterprises or small charities may, where the service falls within its scope, refer the complaint to the Channel Islands Financial Ombudsman (www.ci-fo.org) within six months of our final response; for services of MS Pay Limited (Canada), no statutory ombudsman scheme applies to money services businesses or registered payment service providers, and the Bank of Canada does not resolve individual disputes between clients and payment service providers; unresolved complaints may be escalated to senior management for a final review, and nothing in these Terms limits your right to contact the consumer protection authority in your province (in British Columbia, Consumer Protection BC) or to pursue any legal remedy available to you.

12.3 Making a complaint does not affect your statutory rights.

13. Sanctions

13.1 "Sanctions" means restrictive measures administered by the UN, the US (including OFAC), the EU, the UK (including OFSI), Canada and Jersey. A "Restricted Person" is any person subject to or targeted by Sanctions or located, organised or resident in a comprehensively sanctioned jurisdiction. You represent on a continuing basis that neither you nor any of your directors, beneficial owners or controllers is a Restricted Person, and that you will not use the Services in any transaction involving a Restricted Person. We screen continuously and may decline, freeze, block, delay or reject any transaction or relationship, and may terminate without notice where we determine, in our absolute discretion, that Sanctions risk requires it. You indemnify us for losses arising from breach of this clause.

14. Transfers of funds and information (Travel Rule)

14.1 You must provide, and warrant the accuracy of, the originator and beneficiary information required by applicable wire-transfer and transfer-of-funds regulations implementing FATF Recommendations 15 and 16. We may refuse, delay or suspend any transfer where required information is missing or inaccurate, where a counterparty institution cannot demonstrate compliance, or where we have integrity concerns about a transfer.

15. General

15.1 You can contact us through the platform or at support@ms-pay.io. You can write to us at the registered office of your contracting entity, as set out in Schedule 2.

15.2 We may amend these Terms by notice. Where you are a Consumer or Micro-enterprise receiving regulated payment services, we will give at least two months' notice and you may terminate without charge before the changes take effect; otherwise continued use after notice constitutes acceptance.

15.3 We may assign to a member of the MS Pay Group or a successor; you may not assign without our consent. Intellectual property in the platform remains ours or our licensors'. If any provision is unenforceable the remainder stands. Joint account holders are jointly and severally liable. We may communicate by the platform, email or telephone in English. No waiver arises from any failure to enforce. These Terms, your fee schedule and account documentation are the entire agreement.

15.4 The Agreement and any dispute or claim (including non-contractual) arising out of or in connection with it are governed by the laws of Jersey and subject to the exclusive jurisdiction of the courts of Jersey, save that where a Service is provided by a Group Member under its local regulatory permission, your mandatory statutory rights as a Consumer or Micro-enterprise under the law applicable to that entity (including Canadian and applicable US state law) are preserved to the extent they cannot lawfully be excluded. Nothing in this clause requires a Consumer to bring or defend proceedings outside their place of residence where the law of that place provides otherwise.

Schedule 1 — Risk disclosure

Trading in digital assets and foreign exchange carries a high level of risk. Prices are volatile and you may lose the entire amount committed. You should not commit funds you cannot afford to lose, including borrowed funds, retirement savings or funds needed for essential purposes. Transfers on distributed ledgers are irreversible; an error in a wallet address may result in permanent loss. Stablecoins carry specific risks, including de-pegging, dependence on the issuer and its reserves, operational incidents affecting the relevant ledger, and regulatory action; MS Pay does not issue stablecoins and does not guarantee their value or convertibility. Information from third-party sources is not warranted as accurate. Past performance is not a guide to future results. You are responsible for assessing whether any transaction is appropriate for you.

Schedule 2 — MS Pay Group: entities and service allocation

UAB MS Pay (Lithuania, 306215322) has ceased trading following the entry into force of the EU MiCA/CASP authorisation regime and is in orderly wind-down; it provides no services and is not a contracting entity.