Fuze Business End-User Terms and Conditions

Version: 1.0 · Effective Date: 15 July 2026 · Contracting Entity: Switch Pay Limited

Preamble

These end-user terms and conditions (together with the Schedules, the Fee Schedule and any policy incorporated by reference, the “Terms”) govern the End-User’s access to and use of the online platform operated at www.business.fuze.finance (and any successor domain or associated application, the “Platform”), under the brand “Fuze Business”, by Switch Pay Limited, a corporation duly organised and existing under the laws of the Business Corporations Act, SBC 2002, with incorporation number BC1481523 and having its business address at Unit 319, 2300-2850 Shaughnessy Street, Port Coquitlam, British Columbia, Canada, V3C 6K5 (“Switch Pay”, “we”, “us” or “our”).

Switch Pay is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business under registration number C100000220, authorised to conduct foreign exchange dealing, funds transfer services (domestic and cross-border) and dealing in virtual currencies, in each case in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and applicable FINTRAC guidelines.

These Terms constitute a legally binding agreement between Switch Pay and the business entity accessing the Platform (the “End-User”, “you” or “your”). By clicking “I Accept” (or any equivalent affirmation) at registration, by creating an account, or by accessing or using any part of the Platform or the Services, you confirm that you have read, understood and irrevocably agreed to these Terms and to each of the policies incorporated by reference.

If you do not accept these Terms, you must not access or use the Platform or the Services.

1. Definitions and Interpretation

1.1 Definitions. In these Terms, unless the context otherwise requires:

• “Applicable Law” means all statutes, regulations, rules, orders, directives, licence conditions, rulebooks, guidelines and binding pronouncements of any Regulatory Authority applicable to Switch Pay, the End-User, or the Services, from time to time.
• “Authorised Person” means each natural person authorised by the End-User to access the Platform, submit Instructions, or otherwise act on behalf of the End-User, whether designated as Admin, Maker, Checker or any other role permitted by the Platform.
• “Beneficiary” means the third-party recipient of funds or Virtual Assets in respect of an Instruction.
• “Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in British Columbia and in the jurisdiction of the relevant settlement rail.
• “Corridor” means a combination of source and destination jurisdictions, currencies, and settlement rails offered by Switch Pay through the Platform from time to time.
• “End-User Data” means all data, information, records and materials submitted or made available by the End-User (or on its behalf) to Switch Pay or through the Platform.
• “Fees” means the fees, spreads, charges and commissions payable by the End-User in respect of the Services, as set out or referenced on the Platform or in the Fee Schedule.
• “FX Quote” means an indicative or executable rate of exchange quoted by Switch Pay in respect of the conversion of one currency (fiat or Virtual Asset) into another.
• “Instruction” means any request, order, direction or authorisation submitted by an Authorised Person through the Platform in respect of a Transaction.
• “On-Ramp” and “Off-Ramp” mean, respectively, the conversion of fiat currency into Virtual Assets, and the conversion of Virtual Assets into fiat currency.
• “Party” means Switch Pay or the End-User, and “Parties” means both.
• “Policies” means each of the Privacy Policy, Prohibited Activities Policy and Cookie Policy, and any other policy notified by Switch Pay from time to time as being incorporated into these Terms by reference.
• “Prohibited Jurisdiction” means any jurisdiction identified by Switch Pay from time to time as being excluded from the Services, including without limitation jurisdictions subject to comprehensive sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the Government of Canada (Office of the Superintendent of Financial Institutions and Special Economic Measures Act designations), His Majesty’s Treasury of the United Kingdom (Office of Financial Sanctions Implementation, “OFSI”), the European Union, or the Executive Office for Control and Non-Proliferation of the United Arab Emirates (“EOCN”) (together, the “Sanctions Authorities”).
• “Reference Identifier” has the meaning given in Clause 7.2.
• “Regulatory Authority” means any competent governmental, regulatory or supervisory authority (including FINTRAC, the Bank of Canada, the Financial Consumer Agency of Canada, the Sanctions Authorities and any equivalent authority in any other jurisdiction).
• “Sanctioned Person” means any person, entity, organisation, vessel or aircraft that is: (a) listed on any sanctions list maintained by a Sanctions Authority; (b) located, organised or resident in a Prohibited Jurisdiction; (c) fifty per cent (50%) or more owned or otherwise controlled (directly or indirectly) by any of the foregoing; or (d) otherwise the subject of sanctions.
• “Services” means the payment, foreign exchange, on-ramp, off-ramp, crypto payment and related services made available by Switch Pay to the End-User through the Platform, as more particularly described in these Terms and the Schedules.
• “Third-Party Provider” means any bank, payment institution, correspondent bank, payout partner, liquidity provider, virtual asset service provider, custodian, blockchain network, exchange, oracle or other third party used by Switch Pay in providing the Services.
• “Transaction” means each individual transaction executed pursuant to an Instruction, whether comprising a funds transfer, currency conversion, On-Ramp, Off-Ramp, crypto payment or any combination thereof.
• “Virtual Asset” means a digital representation of value that can be digitally traded or transferred and can be used for payment or investment purposes, including without limitation cryptocurrencies and stablecoins accepted by Switch Pay from time to time.

1.2 Interpretation. Headings are for convenience only. References to Clauses and Schedules are to clauses of, and schedules to, these Terms. References to “including” and “in particular” are without limitation. The singular includes the plural and vice versa. References to legislation include any subordinate legislation and any modification or re-enactment from time to time. In the event of any conflict between these Terms and a Schedule, the Schedule shall prevail in respect of the Service to which it relates.

2. Acceptance and Scope

2.1 These Terms apply to and bind the End-User with effect from the earlier of: (a) acceptance by any Authorised Person by clicking “I Accept” or any equivalent affirmation; (b) the creation of an account on the Platform; and (c) any access to or use of the Platform or the Services.

2.2 The Policies are incorporated into these Terms by reference and, by accepting these Terms, the End-User simultaneously accepts each of the Policies.

2.3 These Terms are structured as master terms of general application, supplemented by service-specific Schedules. A Schedule is binding on the End-User only in respect of, and to the extent that, the End-User uses the Service to which that Schedule relates. Access to a particular Service may be gated by additional acceptance, verification, or eligibility checks.

2.4 Certain services referred to on the Platform or in Switch Pay’s marketing materials — including, without limitation, bulk payout, application programming interface (API) access, embedded product integrations, and card issuance — are not offered under these Terms in their current version and are reserved as “Future Services”. No right or expectation to any Future Service is created by these Terms.

3. Eligibility, Registration and Authority

3.1 Eligibility. The Services are made available exclusively to legal entities validly incorporated or otherwise duly constituted under the laws of their jurisdiction of organisation. The Services are not offered to, and must not be used by: (a) natural persons acting in a personal capacity; (b) Sanctioned Persons; (c) persons located, organised or resident in a Prohibited Jurisdiction; or (d) any person engaged in an activity identified in the Prohibited Activities Policy.

3.2 Corporate authority. By accepting these Terms, the End-User represents and warrants that: (a) it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organisation; (b) it has full corporate power and authority to enter into and perform its obligations under these Terms; (c) each Authorised Person has been duly authorised to act on its behalf; and (d) these Terms constitute its legal, valid and binding obligations, enforceable in accordance with their terms.

3.3 Authorised Persons and roles. The End-User shall designate one or more Authorised Persons and may assign to each such Authorised Person a role (including Admin, Maker or Checker) with corresponding access and authority within the Platform. The End-User is solely responsible for: (a) the accuracy of the credentials, roles and permissions it configures; (b) the acts and omissions of each Authorised Person; and (c) maintaining the confidentiality of all access credentials.

3.4 Binding effect of Authorised Person actions. Any acceptance, Instruction, communication or other action taken through the Platform under the credentials of an Authorised Person shall be deemed to have been duly authorised by, and shall be binding upon, the End-User. Switch Pay is entitled, but not obliged, to act on any such action without further verification of authority.

3.5 Notification of change. The End-User shall promptly (and in any event within five (5) Business Days) notify Switch Pay of: (a) any change to its Authorised Persons; (b) any change to its beneficial ownership, control, corporate structure, licences, sanctions status, or jurisdiction of organisation; and (c) any event which would reasonably be expected to affect its eligibility under Clause 3.1 or the accuracy of any representation given under these Terms.

4. Verification, Onboarding and Ongoing Diligence

4.1 Know-your-business. The End-User’s access to the Services is conditional on the successful completion of Switch Pay’s know-your-business (“KYB”) and customer due diligence procedures, which may include verification of: (a) corporate documents; (b) ultimate beneficial owners, directors and controlling persons; (c) source of funds and source of wealth; (d) licences, authorisations and permissions; (e) business model, nature and expected volume of Transactions; and (f) sanctions and adverse media screening.

4.2 Ongoing monitoring. Switch Pay shall conduct ongoing due diligence and monitoring of the End-User and its Transactions on a risk-based basis throughout the term of these Terms. The End-User shall promptly provide, and procure that any Authorised Person or Beneficiary promptly provides, any information, documentation, explanation or clarification requested by Switch Pay for KYB, sanctions, financial crime, tax, or Regulatory Authority purposes.

4.3 Refusal, suspension and offboarding. Switch Pay may, at its sole discretion and without liability: (a) refuse to onboard, suspend, restrict or offboard the End-User; (b) refuse, delay or reverse any Transaction; (c) freeze any funds or Virtual Assets held in respect of any Instruction; and (d) require additional information or documentation as a condition of continued access to the Services, in each case where Switch Pay considers such action to be reasonable, prudent, or necessary for the protection of Switch Pay, the End-User, a Third-Party Provider or a Regulatory Authority interest, or to comply with Applicable Law.

4.4 Reliance on End-User Data. Switch Pay is entitled to rely on the accuracy and completeness of all End-User Data. The End-User represents, on the date of these Terms and on each date on which an Instruction is submitted, that all End-User Data is complete, accurate, current and not misleading in any respect.

5. The Services

5.1 Overview. Subject to and in accordance with these Terms and the relevant Schedules, Switch Pay may make available to the End-User the following Services:

• (a) Fiat funds transfer — the transmission of fiat funds (domestic and cross-border) from Switch Pay to a Beneficiary pursuant to an Instruction (as further described in Schedule 1);
• (b) On-Ramp and Off-Ramp — the conversion of fiat funds into Virtual Assets and the conversion of Virtual Assets into fiat funds, in each case followed by transmission to the Beneficiary (as further described in Schedule 2); and
• (c) Crypto payments — the transmission of Virtual Assets to a third-party Beneficiary wallet pursuant to an Instruction (as further described in Schedule 3).

5.2 Availability and Corridors. The availability, cut-off times, minimum and maximum Transaction values, supported currencies, supported Virtual Assets, supported blockchains, and supported Corridors for each Service are determined by Switch Pay from time to time in its sole discretion and may be varied without notice for operational, commercial, compliance or regulatory reasons.

5.3 No guarantee of settlement time. Switch Pay uses commercially reasonable efforts to execute Instructions promptly. Any indicative timeframes communicated by Switch Pay (whether through the Platform, marketing materials, or otherwise) are estimates only and do not constitute a guarantee. Actual settlement time depends on Third-Party Providers, banking cut-offs, blockchain confirmation times, screening outcomes and other factors outside Switch Pay’s control.

5.4 Third-Party Providers. The Services are delivered in whole or in part through Third-Party Providers. Switch Pay does not warrant the performance, availability, security or solvency of any Third-Party Provider. The End-User acknowledges that the terms, conditions, cut-offs and requirements of Third-Party Providers may affect the availability, execution and completion of Transactions.

5.5 Nature of Services. The Services are payment execution services provided on a Transaction-by-Transaction basis. For the avoidance of doubt, Switch Pay does not: (a) hold funds or Virtual Assets on behalf of the End-User as an account balance; (b) provide banking, deposit-taking, lending, credit, custody (save as incidental and transient to execution), investment, advisory, tax, or accounting services; or (c) offer any Service on a stored-value or e-money basis.

6. End-User Instructions and Execution

6.1 Submission of Instructions. The End-User shall submit Instructions through the Platform in the format and containing the information prescribed by Switch Pay from time to time. Each Instruction shall specify at minimum: (a) the source currency and amount; (b) the destination currency, Virtual Asset and Beneficiary; (c) the applicable Corridor and settlement rail; and (d) such other information as the Platform requires.

6.2 FX Quotes and locking. Where a Transaction involves currency conversion:

• (a) Switch Pay shall provide an FX Quote at the time of Instruction initiation, indicative of the rate at which the conversion is expected to be executed;
• (b) upon confirmation by the End-User, the FX Quote shall be locked for a period of one (1) minute (or such other period as the Platform indicates) (the “Quote Lock Period”), during which the End-User must complete all actions required to consummate the Transaction (including the delivery of source funds or Virtual Assets, as applicable);
• (c) if the Transaction is not consummated within the Quote Lock Period, the FX Quote shall expire, and a re-quote shall apply on refreshed market terms, which the End-User must accept before the Transaction is executed; and
• (d) Switch Pay makes no representation or warranty that any FX Quote is the best available market rate, and the End-User acknowledges that Switch Pay’s FX Quote incorporates a spread and other charges as set out in the Fee Schedule.

6.3 Execution. Switch Pay shall execute Instructions on a “per-Instruction funding” basis. Each Transaction must be individually funded by the End-User in accordance with the applicable Schedule. Switch Pay does not extend credit to the End-User under these Terms and shall not be obliged to execute any Instruction until the source funds or Virtual Assets have been received in cleared, unencumbered form in a location and manner satisfactory to Switch Pay.

6.4 Screening and holds. All Instructions, End-Users and Beneficiaries are subject to sanctions screening, transaction monitoring, anti-money laundering, counter-terrorist financing, Travel Rule and fraud controls. Switch Pay may, without prior notice and without liability: (a) delay, hold, pause, refuse or reverse any Instruction; (b) request additional information or documentation from the End-User or the Beneficiary; (c) require re-authentication or additional authorisation from an Authorised Person; and (d) report any Transaction or attempted Transaction to any Regulatory Authority.

6.5 Irrevocability. Once an Instruction has been submitted and confirmed by an Authorised Person, it may not be modified, cancelled or recalled by the End-User. Switch Pay may (but is not obliged to) use commercially reasonable efforts to recall or reverse a Transaction upon written request, subject to Third-Party Provider co-operation and Applicable Law, at the End-User’s cost and risk.

6.6 Failed, rejected or returned Transactions. Where a Transaction is unable to be completed for any reason (including sanctions screening, Third-Party Provider rejection, incorrect Beneficiary details, blockchain failure, or return of funds), Switch Pay shall use commercially reasonable efforts to return the source funds or Virtual Assets to the End-User, less any Fees applicable in accordance with Clause 8.5.

6.7 Errors and discrepancies. The End-User shall promptly review all Transaction confirmations, statements and records made available on the Platform and shall notify Switch Pay in writing of any error, discrepancy or unauthorised Transaction within thirty (30) days of the relevant Transaction. In the absence of such notification, the End-User shall be deemed to have accepted the Transaction as recorded on the Platform.

7. Funds Handling

7.1 No account balance. Switch Pay does not open, maintain or hold any deposit account, wallet, stored-value account, e-money account or spendable balance in the name of, or for the account of, the End-User. The End-User has no right, title or interest in any account maintained by Switch Pay with any Third-Party Provider.

7.2 Reference Identifier. For operational and reconciliation purposes, Switch Pay may allocate to the End-User one or more unique reference identifiers, virtual account numbers, memo tags, destination tags, or similar labels (each a “Reference Identifier”). A Reference Identifier is a reconciliation label only. It does not constitute an account in the End-User’s name, does not confer any right to hold or accumulate a balance, and does not create any proprietary or beneficial interest of the End-User in any underlying account, wallet or asset of Switch Pay.

7.3 Transient holding. Switch Pay shall hold source funds and Virtual Assets received from the End-User only for such period as is reasonably necessary to: (a) execute the relevant Instruction; (b) complete sanctions, financial crime, fraud or Travel Rule screening; (c) effect a return of funds where a Transaction cannot be completed; or (d) comply with Applicable Law or a lawful direction of a Regulatory Authority. The End-User shall have no expectation or right of persistent holding, custody or safekeeping.

7.4 No interest. No interest, yield, staking reward or other return of any nature accrues to the End-User in respect of any funds or Virtual Assets held transiently by Switch Pay. Any interest or return actually earned shall be retained by Switch Pay absolutely.

7.5 Safeguarding. Switch Pay shall handle End-User funds in accordance with the minimum standards required by Applicable Law and applicable industry practice from time to time. The End-User acknowledges that safeguarding measures are subject to the terms of the arrangements between Switch Pay and its Third-Party Providers and to the operation of Applicable Law, and that safeguarding does not eliminate all counterparty, operational or credit risk.

7.6 Unclaimed funds. Where, following the completion or termination of an Instruction, funds or Virtual Assets remain in Switch Pay’s possession and the End-User cannot be contacted or fails to provide instructions for their disposition, Switch Pay may deal with such funds or Virtual Assets in accordance with the Unclaimed Property Act (British Columbia) and any other Applicable Law.

7.7 Set-off. Switch Pay may, at any time and without prior notice, set off any amount owing by the End-User to Switch Pay (including Fees, refunds, indemnities, chargebacks, reversals or damages) against any amount held for, or otherwise owed to, the End-User.

8. Fees, FX and Payment

8.1 Structure. The End-User shall pay Switch Pay: (a) a spread applied to the exchange rate on each currency conversion Transaction; and (b) a flat transaction fee for each Transaction, each as set out on the Platform from time to time (together with any other applicable charges, the “Fee Schedule”). Schedule 4 contains a summary of the Fee Schedule structure for reference; the live Fee Schedule published on the Platform shall prevail.

8.2 Variation of Fees. Switch Pay may vary the Fees at any time in its sole discretion. Fee variations shall be effective immediately upon publication on the Platform. The End-User’s continued use of the Services following publication of a Fee variation constitutes acceptance of the varied Fees. It is the End-User’s responsibility to review the Fees published on the Platform prior to each Transaction.

8.3 Deduction and payment. Fees shall be deducted from the source funds or Virtual Assets received in respect of a Transaction, or otherwise settled at the point of Transaction execution. Where Fees cannot be deducted at source, they shall be invoiced and payable within seven (7) days of invoice.

8.4 Third-party costs. The End-User shall be responsible for all Third-Party Provider fees, correspondent bank charges, intermediary bank charges, network fees, blockchain gas fees, exchange fees, and taxes (other than taxes on Switch Pay’s net income) incurred in connection with any Transaction, whether or not itemised on the Platform.

8.5 Refunds.

• (a) Where a Transaction is not executed, is reversed, or is refunded for a reason not attributable to Switch Pay (including screening rejection, incorrect Beneficiary details, insufficient funds, Third-Party Provider rejection, sanctions or fraud concerns, or End-User error), the source funds or Virtual Assets shall be returned to the End-User less all Fees and third-party costs incurred, and Switch Pay shall have no further liability.
• (b) Where a Transaction is not executed, is reversed, or is refunded for a reason attributable to Switch Pay (excluding, for the avoidance of doubt, any act, omission or event constituting force majeure under Clause 15 or any act or omission of a Third-Party Provider), the source funds or Virtual Assets shall be returned to the End-User in full, including any Fees paid by the End-User to Switch Pay.

8.6 Taxes. All Fees are exclusive of value added tax, goods and services tax, harmonised sales tax, and any other applicable indirect tax, which the End-User shall pay in addition. The End-User shall be solely responsible for the assessment, reporting and payment of all taxes arising in connection with its use of the Services.

8.7 Currency of payment and re-quotation. All Fees shall be paid in the source currency of the Transaction, or in such other currency as Switch Pay may specify. Where conversion is required, Switch Pay’s prevailing exchange rate shall apply.

9. End-User Obligations and Representations

9.1 Ongoing representations. The End-User represents and warrants, on the date of these Terms and on each date on which an Instruction is submitted, that:

• (a) it is not a Sanctioned Person and is not owned or controlled by a Sanctioned Person;
• (b) no Authorised Person, ultimate beneficial owner, director, officer, employee or agent of the End-User is a Sanctioned Person;
• (c) neither the End-User nor any Beneficiary is engaged in any activity identified in the Prohibited Activities Policy;
• (d) the source of the funds or Virtual Assets used in any Transaction is lawful, and no Transaction is intended to further money laundering, terrorist financing, sanctions evasion, tax evasion, corruption, bribery, fraud, or any other unlawful purpose;
• (e) all information provided to Switch Pay is complete, accurate, current and not misleading;
• (f) it holds all licences, authorisations, consents and approvals necessary to conduct its business and to use the Services; and
• (g) its use of the Services does not violate Applicable Law in its jurisdiction of organisation, in any Beneficiary jurisdiction, or in any jurisdiction where it is or should be tax-resident.

9.2 Permitted use. The End-User shall use the Services solely for its own bona fide commercial purposes. The End-User shall not, and shall procure that no Authorised Person or any other person acting on its behalf shall:

• (a) use the Services for personal, family or household purposes;
• (b) resell, sublicense, sublet, lease, share, aggregate, white-label, or otherwise make the Services available to any third party, whether for consideration or not;
• (c) use the Services to provide, aggregate or facilitate payment services, remittance services, virtual asset services or any similar regulated activity to any third party, whether as principal, agent, aggregator, payment service provider or otherwise;
• (d) use the Services in connection with any activity identified in the Prohibited Activities Policy;
• (e) circumvent, disable, tamper with, or otherwise interfere with any authentication, authorisation, verification, security, screening, monitoring, encryption, rate-limiting, geo-blocking or access-control mechanism of the Platform;
• (f) submit any Instruction or any other information, data or content through the Platform that is false, misleading, incomplete, inaccurate, fraudulent, or made without proper authority;
• (g) access, or attempt to access, any part of the Platform, any account, or any data other than the account and data to which the End-User has been granted access;
• (h) reverse-engineer, decompile, disassemble, translate, adapt, or otherwise attempt to derive the source code, object code, structure, sequence, organisation, or underlying algorithms of the Platform, save to the extent expressly permitted by Applicable Law;
• (i) scrape, crawl, spider, harvest, index, mine, or otherwise extract data from the Platform (whether by automated or manual means), or use any robot, bot, script, or automated tool to interact with the Platform, save through interfaces expressly provided by Switch Pay for such purpose;
• (j) introduce, upload, transmit, or distribute any virus, worm, trojan, ransomware, spyware, malicious code, or any other harmful or disruptive material through the Platform;
• (k) conduct, attempt, participate in, or facilitate any denial-of-service, distributed denial-of-service, brute-force, credential-stuffing, penetration test, vulnerability scan, port scan, or similar attack, testing or exercise against the Platform, save with Switch Pay’s prior written consent;
• (l) use the Platform to develop, train, benchmark, evaluate, or improve any product or service that competes with the Platform or the Services, whether by manual review, machine learning, artificial intelligence training, model distillation, or otherwise;
• (m) impersonate any person, misrepresent affiliation with any person, or forge or manipulate identifiers to disguise the origin of any communication, Instruction or data;
• (n) frame, mirror, deep-link, or embed any part of the Platform within any other website, service or application without Switch Pay’s prior written consent;
• (o) remove, obscure, alter, or falsify any copyright notice, trade mark, disclaimer, or other proprietary notice appearing on the Platform; or
• (p) engage in any activity that imposes an unreasonable or disproportionate load on the Platform, its infrastructure, or any Third-Party Provider.

9.3 Beneficiary information and consent. The End-User shall ensure that it has all necessary rights, consents and authorisations to disclose to Switch Pay, and for Switch Pay to disclose to Third-Party Providers, correspondent banks, blockchain networks, and Regulatory Authorities, any information relating to Beneficiaries (including personal data) as required for the execution of Transactions and for compliance with Travel Rule and other Applicable Law.

9.4 Compliance with Applicable Law. The End-User shall comply with all Applicable Law in connection with its use of the Services, including anti-money laundering, counter-terrorist financing, sanctions, anti-bribery and corruption, tax, data protection, consumer protection, and export control laws.

10. AML, Sanctions and Anti-Financial Crime

10.1 The End-User acknowledges that Switch Pay is subject to obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, FINTRAC guidelines, sanctions administered by the Sanctions Authorities and equivalent legislation in each jurisdiction in which it operates or which is relevant to a Transaction.

10.2 Switch Pay may, in order to comply with Applicable Law and its internal risk policies:

• (a) screen the End-User, its Authorised Persons, its ultimate beneficial owners, its Beneficiaries and each Transaction against sanctions and other financial crime data sources;
• (b) delay, refuse, hold, freeze, or reverse any Transaction;
• (c) make any report to any Regulatory Authority (including a suspicious transaction or attempted transaction report), without prior notice to the End-User;
• (d) share End-User Data with Third-Party Providers, Regulatory Authorities and other counterparties as required for such compliance; and
• (e) require the End-User to co-operate fully with any investigation, request for information or lawful demand.

10.3 Travel Rule. Where a Transaction involves Virtual Assets, the End-User consents to the collection, retention and transmission of originator and Beneficiary information (including name, address, account details and identification information) in accordance with the Travel Rule requirements of the Financial Action Task Force and any equivalent Applicable Law.

10.4 Tipping-off. The End-User acknowledges that Switch Pay may be prohibited by Applicable Law from disclosing the reason for any refusal, delay, freeze, hold, or reversal of a Transaction, and shall not construe any silence or lack of explanation as a waiver of Switch Pay’s rights or an admission of any liability.

11. Suspension, Restriction and Refusal of Service

11.1 Without prejudice to any other right of Switch Pay under these Terms or at law, Switch Pay may at any time, in its sole discretion and without prior notice or liability: (a) suspend, restrict, or refuse the End-User’s access to the Platform or any Service; (b) impose additional Transaction limits, verification requirements, or documentation requirements; (c) refuse to onboard, or offboard, the End-User; and (d) refuse, delay, hold, freeze, reverse or unwind any Transaction, where:

• (a) Switch Pay reasonably suspects a breach of these Terms, the Policies or Applicable Law;
• (b) Switch Pay reasonably suspects fraud, financial crime, sanctions concerns or unauthorised use;
• (c) any Regulatory Authority so directs or requests;
• (d) any Third-Party Provider so directs, requests, refuses to co-operate, or is unable to perform;
• (e) required or advisable in the interests of the security or integrity of the Platform or Switch Pay; or
• (f) any other circumstance arises which Switch Pay considers to warrant such action.

11.2 Where practicable and lawful, Switch Pay shall notify the End-User of any suspension, restriction or refusal and, where appropriate, the steps required to lift the same. Switch Pay is not obliged to disclose the reasons for any such action.

12. Data Protection and Confidentiality

12.1 Data protection. Switch Pay processes personal data in accordance with the Privacy Policy, which is incorporated into these Terms. The Privacy Policy addresses, among other matters: (a) the categories of personal data processed; (b) the purposes and legal bases for processing; (c) cross-border transfers, including transfers between the group entities of the Fuze Finance group; and (d) the rights of individuals under the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), and (where applicable) equivalent legislation of other jurisdictions.

12.2 Consent to share. The End-User consents to, and shall procure any necessary third-party consents for, the disclosure by Switch Pay of End-User Data (including personal data of Authorised Persons, ultimate beneficial owners and Beneficiaries) to: (a) Third-Party Providers; (b) Switch Pay’s group entities and affiliates; (c) Regulatory Authorities; (d) auditors, advisers and insurers; and (e) any other recipient permitted or required by Applicable Law or the Privacy Policy.

12.3 Confidentiality. Each Party shall keep confidential all non-public information disclosed by the other Party in connection with these Terms and shall not disclose the same to any third party except: (a) to its personnel, advisers, insurers, auditors and Third-Party Providers on a need-to-know basis under equivalent obligations of confidentiality; (b) as required by Applicable Law or a Regulatory Authority; or (c) with the prior written consent of the disclosing Party. This obligation shall survive termination of these Terms.

12.4 Records. Switch Pay shall retain End-User Data and Transaction records for such period as required by Applicable Law (including, at a minimum, five (5) years from the date of collection or Transaction execution, as applicable) and thereafter in accordance with the Privacy Policy.

13. Intellectual Property

13.1 All intellectual property rights subsisting in or arising from the Platform, the Services, the “Fuze” and “Fuze Business” brands, and any content, software, code, documentation, methodology, know-how, algorithm or other material made available by Switch Pay are and shall remain the exclusive property of Switch Pay or its licensors.

13.2 Switch Pay grants the End-User a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for the sole purpose of receiving the Services during the term of these Terms.

13.3 The End-User shall not: (a) copy, modify, reverse-engineer, decompile, disassemble, or create derivative works of the Platform; (b) use the Platform to develop, train or benchmark any competing product or service; (c) use any Switch Pay trade mark or brand element without prior written consent; or (d) remove or alter any proprietary notice on the Platform.

14. Liability and Indemnity

14.1 Exclusions. To the fullest extent permitted by Applicable Law, Switch Pay shall not be liable to the End-User for:

• (a) any loss of profit, revenue, business, contract, opportunity, goodwill, reputation, anticipated saving, or data;
• (b) any indirect, consequential, incidental, special, punitive or exemplary loss;
• (c) any loss arising from the act, omission, insolvency, default or failure of a Third-Party Provider;
• (d) any loss arising from a delay, failure, reversal, refusal or hold applied pursuant to Clauses 4.3, 6.4, 6.6, 10 or 11;
• (e) any loss arising from fluctuations in exchange rates, Virtual Asset prices or market conditions;
• (f) any loss arising from End-User error, inaccurate End-User Data, unauthorised access to the End-User’s credentials, or the acts or omissions of an Authorised Person or Beneficiary;
• (g) any loss arising from an event of force majeure under Clause 15; or
• (h) any loss arising from the End-User’s breach of these Terms or Applicable Law.

14.2 Cap. Subject to Clause 14.3, the aggregate liability of Switch Pay under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees actually received by Switch Pay from the End-User in the three (3) months immediately preceding the event giving rise to the claim.

14.3 Non-excludable liability. Nothing in these Terms limits or excludes any liability which cannot be limited or excluded by Applicable Law, including liability for fraud or fraudulent misrepresentation.

14.4 Indemnity. The End-User shall indemnify, defend, and hold harmless Switch Pay, its affiliates and their respective directors, officers, employees, agents, and Third-Party Providers, from and against all losses, damages, liabilities, penalties, fines, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:

• (a) any breach by the End-User (or any Authorised Person) of these Terms, the Policies, or Applicable Law;
• (b) any inaccuracy in any representation, warranty or information given by the End-User;
• (c) any claim by a Beneficiary, Authorised Person, ultimate beneficial owner, or other third party arising from the End-User’s use of the Services;
• (d) any fraudulent, negligent, or unauthorised use of the Platform through the End-User’s credentials;
• (e) any tax, sanctions, regulatory or law-enforcement matter arising from the End-User’s use of the Services; and
• (f) any chargeback, reversal, recall or return in respect of any Transaction where the source funds or Virtual Assets are not available to Switch Pay to effect the same.

14.5 Consumer protection. The End-User acknowledges that it is a business entity contracting in the course of its business and not a consumer, and that consumer protection statutes do not apply to these Terms.

15. Force Majeure

15.1 Switch Pay shall not be liable for any failure, delay or interruption in the performance of any obligation under these Terms to the extent caused by any event, cause or condition beyond Switch Pay’s reasonable control, including without limitation:

• (a) acts of God, natural disaster, pandemic, epidemic, or public health emergency;
• (b) war, armed conflict, terrorism, sabotage, riot, civil commotion, insurrection, or piracy;
• (c) any act, order, decree, sanction, moratorium, embargo, law, regulation, direction, guidance or restriction imposed by any Regulatory Authority or Sanctions Authority;
• (d) failure, unavailability, delay, insolvency, restriction, refusal or withdrawal of service of any Third-Party Provider, correspondent bank, payout partner, exchange, custodian, liquidity provider, oracle, network, telecommunications provider or utility;
• (e) failure, outage, degradation, congestion, reorganisation, fork, halt, freeze, delisting, or attack of or on any blockchain, distributed ledger, node, or Virtual Asset;
• (f) cyber-attack, denial-of-service attack, malware, ransomware, or hacking;
• (g) failure, outage or interruption of internet, telecommunications, cloud, hosting, power, or utility services;
• (h) strike, lockout, industrial action or labour dispute; and
• (i) any other event, cause or condition of a similar nature.

15.2 For clarity, and notwithstanding any prior drafting convention applied elsewhere within the Fuze Finance group, the failure, unavailability, insolvency or refusal to co-operate of a single Third-Party Provider or correspondent bank constitutes a force majeure event under these Terms.

15.3 If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate these Terms by written notice, without prejudice to any accrued rights or obligations.

16. Term, Termination and Deactivation

16.1 Term. These Terms take effect on the date of acceptance in accordance with Clause 2.1 and continue in force until terminated in accordance with this Clause 16.

16.2 Termination for convenience by Switch Pay. Switch Pay may terminate these Terms and the End-User’s access to the Services for any reason on thirty (30) days’ prior written notice to the End-User.

16.3 Termination for convenience by the End-User. The End-User may terminate these Terms and its use of the Services at any time by submitting a written request through the Platform’s in-built ticketing system or by email to Switch Pay, subject to the completion of all pending Transactions and settlement of all outstanding Fees and amounts due.

16.4 Immediate termination. Switch Pay may terminate these Terms and the End-User’s access to the Services with immediate effect on written notice where:

• (a) the End-User commits a material breach of these Terms, the Policies or Applicable Law which is either incapable of remedy or is not remedied within seven (7) days of written notice;
• (b) the End-User becomes insolvent, is subject to a bankruptcy, receivership, administration, liquidation, winding-up, moratorium, arrangement with creditors, or analogous proceeding;
• (c) the End-User is or becomes a Sanctioned Person or is located, organised or resident in a Prohibited Jurisdiction;
• (d) required or advisable to comply with Applicable Law or any direction of a Regulatory Authority;
• (e) Switch Pay reasonably suspects the End-User of fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, or any other financial crime; or
• (f) any representation given by the End-User is found to be false, misleading or breached in any material respect.

16.5 No account deletion mechanism. At the effective date of these Terms, the Platform does not offer a self-service account deletion function. The End-User may request deactivation of its account by raising a ticket through the Platform’s in-built ticketing system, which Switch Pay shall process in accordance with its internal procedures and Applicable Law. Switch Pay shall retain End-User Data and Transaction records for the periods required by Applicable Law notwithstanding deactivation.

16.6 Effect of termination. On termination or expiry of these Terms:

• (a) all licences, rights and permissions granted to the End-User cease with immediate effect;
• (b) all outstanding Fees and amounts due to Switch Pay become immediately payable;
• (c) Switch Pay shall complete or return any pending Transaction as it, in its sole discretion, considers appropriate;
• (d) Clauses 7.6, 7.7, 8.5, 8.6, 9, 10, 12, 13, 14, 15, 16.5, 16.6, 18, 19, 20, 21 and 22 shall survive; and
• (e) each Party shall return or destroy the confidential information of the other Party, save to the extent retention is required by Applicable Law.

17. Amendment

17.1 Switch Pay may amend these Terms, the Policies or any Schedule at any time. Amendments shall take effect as follows:

• (a) Amendments to Fees, spreads, FX-related charges, and the Fee Schedule: with immediate effect upon publication on the Platform (no advance notice required);
• (b) Amendments driven by Applicable Law, Regulatory Authority direction, sanctions, financial crime prevention or Third-Party Provider requirements: with immediate effect upon publication on the Platform (or such earlier effective date as required); and
• (c) All other amendments to these Terms, the Policies or any Schedule: with effect thirty (30) days after publication on the Platform or notification to the End-User (whether by email or in-Platform notification).

17.2 The End-User’s continued use of the Platform or the Services after an amendment takes effect constitutes acceptance of the amendment. If the End-User does not agree to an amendment falling within Clause 17.1(c), its sole and exclusive remedy is to terminate these Terms in accordance with Clause 16.3 before the amendment takes effect.

18. Notices and Communications

18.1 Save as expressly provided otherwise, notices under these Terms shall be in writing and shall be given by: (a) email to the address most recently notified by the recipient Party; (b) publication on the Platform; (c) in-Platform notification to the End-User; or (d) (from the End-User to Switch Pay) via the Platform’s in-built ticketing system.

18.2 A notice by email is deemed received on the Business Day following transmission (absent a bounce-back or error notice). A notice by Platform publication or in-Platform notification is deemed received on the Business Day following posting.

18.3 The End-User consents to receiving all communications, statements, disclosures and notices in electronic form.

19. Complaints

19.1 The End-User may submit any complaint or dispute concerning the Platform or the Services either: (a) by email to the complaints address published on the Platform from time to time; or (b) via the Platform’s in-built ticketing system.

19.2 Switch Pay shall acknowledge and investigate complaints in accordance with its internal complaints handling procedure. The End-User shall exhaust Switch Pay’s internal complaints procedure before initiating any arbitration under Clause 22.

20. Assignment and Sub-Contracting

20.1 Switch Pay may assign, novate, transfer, charge or sub-contract any of its rights or obligations under these Terms: (a) to any affiliate or group entity, or by way of any group restructuring, without notice; and (b) to any other third party, upon notice to the End-User.

20.2 The End-User may not assign, novate, transfer, charge or sub-contract any of its rights or obligations under these Terms without the prior written consent of Switch Pay, which may be withheld in Switch Pay’s sole discretion.

21. Miscellaneous

21.1 Entire agreement. These Terms, together with the Schedules, the Fee Schedule and the Policies, constitute the entire agreement between the Parties in relation to the subject matter and supersede all prior agreements, representations and understandings.

21.2 No reliance. The End-User acknowledges that it has not relied on any statement, representation, assurance or warranty other than as expressly set out in these Terms.

21.3 No partnership or agency. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between the Parties.

21.4 Waiver. No failure or delay by Switch Pay in exercising any right under these Terms shall operate as a waiver of that right.

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

21.6 No third-party rights. A person who is not a Party to these Terms has no right to enforce any provision of them.

21.7 Waiver of class action and jury trial. To the fullest extent permitted by Applicable Law, the End-User waives any right to participate in a class, collective, representative, consolidated or mass action against Switch Pay, and any right to a trial by jury in respect of any dispute arising out of or in connection with these Terms.

21.8 Language. These Terms are made in the English language, which shall prevail over any translation.

22. Governing Law and Dispute Resolution

22.1 Governing law. These Terms and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

22.2 Arbitration. Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, breach or termination, that is not resolved through Switch Pay’s internal complaints procedure within thirty (30) days shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), which Rules are deemed incorporated by reference into this Clause 22.

22.3 Arbitration parameters.

• (a) The number of arbitrators shall be one (1), notwithstanding any provision of the ICC Rules to the contrary.
• (b) The Expedited Procedure Provisions of the ICC Rules shall apply irrespective of the amount in dispute.
• (c) The seat, or legal place, of arbitration shall be Abu Dhabi Global Market (“ADGM”), Abu Dhabi, United Arab Emirates.
• (d) The language of the arbitration shall be English.
• (e) Hearings shall be conducted virtually or by video-conference unless the arbitrator otherwise directs.
• (f) The arbitrator’s award shall be final and binding on the Parties.

22.4 Interim relief. Nothing in this Clause 22 shall prevent either Party from seeking urgent interim, injunctive, or conservatory relief from a court of competent jurisdiction.

22.5 Confidentiality of proceedings. The Parties shall keep confidential the existence, conduct and outcome of any arbitration proceedings under this Clause 22, save as required by Applicable Law.

Schedule 1 — Fiat Funds Transfer Services

1. Scope. Under this Schedule, Switch Pay executes fiat funds transfer Instructions (domestic and cross-border) submitted by the End-User for the benefit of a Beneficiary.

2. Funding methods.

• 2.1 The End-User may fund a Transaction by: (a) inbound wire transfer to Switch Pay’s operational bank account, quoting the End-User’s Reference Identifier; or (b) deposit of a Virtual Asset (including a stablecoin) accepted by Switch Pay from time to time, to a deposit address or destination tag associated with the End-User’s Reference Identifier.
• 2.2 Funding methods, supported currencies, supported Virtual Assets, supported blockchains, minimum and maximum values, and cut-off times are determined by Switch Pay and set out on the Platform.

3. Settlement mechanics.

• 3.1 Switch Pay may, in its sole discretion and without further consent from or notice to the End-User, effect a fiat funds transfer using any combination of settlement rails, correspondent banks, Third-Party Providers, and internal settlement infrastructure (including Switch Pay’s own or affiliated Virtual Asset rails). The End-User acknowledges that the underlying settlement mechanics are not visible to it and confers no right on the End-User to direct or influence the same.
• 3.2 The Beneficiary shall receive the transfer in the destination currency and via the destination rail specified in the Instruction, subject to Third-Party Provider capability.

4. Corridor and rail availability. Switch Pay does not warrant that any particular Corridor, currency, or settlement rail is or will remain available. Corridors may be added, restricted, suspended, or withdrawn at any time.

5. Beneficiary information. The End-User is solely responsible for the accuracy of Beneficiary details. Switch Pay is not obliged to verify Beneficiary details and shall bear no liability for a Transaction executed in accordance with the Beneficiary details submitted by the End-User.

6. Recall and reversal. Recall or reversal of a completed fiat transfer is subject to Third-Party Provider co-operation, is not guaranteed, and shall be at the End-User’s cost and risk.

Schedule 2 — On-Ramp and Off-Ramp Services

1. Scope. Under this Schedule, Switch Pay: (a) converts fiat funds submitted by the End-User into Virtual Assets and transmits the Virtual Assets to a Beneficiary (the “On-Ramp Service”); or (b) converts Virtual Assets submitted by the End-User into fiat funds and transmits the fiat funds to a Beneficiary (the “Off-Ramp Service”).

2. Supported Virtual Assets. The Virtual Assets, blockchains, and denominations supported for the On-Ramp Service and the Off-Ramp Service are determined by Switch Pay and set out on the Platform. A Virtual Asset must be transmitted on the specified blockchain network only; transmission on any other network is at the End-User’s sole risk and Switch Pay bears no responsibility for irrecoverable loss.

3. Wallet addresses. The End-User is solely responsible for the accuracy of any wallet address, destination tag, memo or similar identifier submitted for a Beneficiary. A Transaction transmitted to an incorrect wallet address, destination tag or memo may be irretrievable and cannot be reversed. Switch Pay bears no responsibility for such loss.

4. Blockchain risk. The End-User acknowledges and accepts the risks inherent in Virtual Assets and blockchain networks, including: (a) volatility of price and liquidity; (b) irreversibility of on-chain transactions; (c) risks of network congestion, forks, halts, freezes and reorganisations; (d) risks of smart-contract failure, oracle failure and cyber-attack; (e) regulatory risk, including changes in the classification, treatment, restriction or prohibition of Virtual Assets; and (f) counterparty risk in respect of stablecoin issuers.

5. Confirmations. A Virtual Asset deposit is credited only after the number of network confirmations required by Switch Pay from time to time.

6. Travel Rule. The End-User consents to the disclosure of originator and Beneficiary information required by the Travel Rule in respect of each On-Ramp or Off-Ramp Transaction involving a Virtual Asset.

Schedule 3 — Crypto Payment Services

1. Scope. Under this Schedule, Switch Pay transmits Virtual Assets from the End-User to a third-party Beneficiary wallet as specified in an Instruction.

2. Compliance. The End-User warrants that the Beneficiary and the intended purpose of each crypto payment are lawful and are not associated with any activity identified in the Prohibited Activities Policy. Switch Pay may screen the Beneficiary wallet against blockchain analytics, on-chain intelligence and sanctions data sources and may decline any Transaction on the basis of screening outcomes without disclosing the reasons for the decision.

3. Irreversibility. On-chain transactions are irreversible. Once a Virtual Asset has been transmitted to a Beneficiary wallet, Switch Pay has no ability to recall, reverse, or recover the same. Switch Pay bears no responsibility for loss caused by End-User error in relation to Beneficiary wallet address, destination tag, memo, network selection or otherwise.

4. Network selection. The End-User is solely responsible for selecting the correct blockchain network for each crypto payment. Transmission on an incorrect network may result in irretrievable loss.

5. Gas and network fees. All gas fees, miner fees, and network fees applicable to a crypto payment are payable by the End-User in addition to Switch Pay’s Fees.

6. Sanctioned addresses. The End-User acknowledges that Switch Pay may not transmit Virtual Assets to any wallet address that is, or that appears to be, associated with a Sanctioned Person, a Prohibited Jurisdiction, mixing or tumbling services, darknet marketplaces, or any activity identified in the Prohibited Activities Policy.

Schedule 4 — Fee Schedule

1. The Fees payable by the End-User comprise: (a) a spread applied to the exchange rate on each currency conversion, expressed as a percentage of the source amount; and (b) a flat transaction fee per Transaction, expressed in the source currency or in United States dollars.

2. The live Fee Schedule (including the current spread bands, flat transaction fees, and any additional charges) is published on the Platform at www.business.fuze.finance/fees (or such other URL as Switch Pay may designate).

3. The Fee Schedule may be varied by Switch Pay in accordance with Clause 8.2, with immediate effect upon publication on the Platform.

4. Third-party costs (correspondent bank charges, intermediary bank charges, network fees, gas fees, exchange fees, and taxes other than taxes on Switch Pay’s net income) are additional to the Fees and are payable by the End-User in accordance with Clause 8.4.

Prohibited Activities Policy

Version: 1.0 · Effective Date: 15 July 2026 · Issued by: Switch Pay Limited · Applies to: Fuze Business Platform ([www.business.fuze.finance](https://www.business.fuze.finance))

1. Introduction and Scope

1.1 This Prohibited Activities Policy (the “Policy”) is issued by Switch Pay Limited (“Switch Pay”, “we” or “us”) and forms an integral part of the Fuze Business End-User Terms and Conditions (the “Terms”). Capitalised terms used but not defined in this Policy have the meanings given to them in the Terms.

1.2 This Policy sets out the activities, industries, transaction purposes and counterparties for which the End-User must not use the Fuze Business platform, together with those activities that require prior written approval from Switch Pay. It applies to:

• (a) the End-User itself, its group entities, ultimate beneficial owners, directors, officers and Authorised Persons;
• (b) every Beneficiary designated in an Instruction; and
• (c) the source, purpose and destination of the funds or Virtual Assets used in any Transaction.

1.3 This Policy is designed to align the End-User’s use of the Services with Switch Pay’s obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Retail Payment Activities Act (Canada) (once the applicable registration is completed), FINTRAC guidance, sanctions administered by the Sanctions Authorities, and applicable law and industry standards in each jurisdiction relevant to a Transaction.

1.4 Switch Pay may amend this Policy from time to time in accordance with Clause 17 of the Terms.

2. Prohibited Industries and Business Activities

2.1 The End-User must not use the Services in connection with any of the following industries or business activities (each a “Prohibited Industry”):

• (a) Adult content and services — the production, distribution, sale or promotion of pornographic content, adult entertainment, escort services, sex work, or any similar activity;
• (b) Unregulated gambling and gaming — betting, gambling, lotteries, sweepstakes, prize draws, gaming (including online gaming) and fantasy sports, in each case operated without the requisite licence or authorisation in each jurisdiction of activity;
• (c) Firearms, weapons and munitions — the manufacture, distribution, sale, brokerage or export of firearms, ammunition, explosives, tactical equipment, weapons of mass destruction, or dual-use goods, except where fully licensed and authorised;
• (d) Illegal drugs and controlled substances — the cultivation, manufacture, distribution or sale of narcotics, psychotropic substances, controlled substances, novel psychoactive substances, drug paraphernalia, or cannabis (except where fully licensed under applicable law and pre-approved by Switch Pay under Clause 4);
• (e) Darknet, illicit marketplaces and mixing services — participation in, or facilitation of, darknet marketplaces, illicit online marketplaces, cryptocurrency mixing or tumbling services, privacy-coin services, chain-hopping services, or any similar activity intended to obscure the origin, destination or ownership of funds or Virtual Assets;
• (f) Unlicensed financial services — the operation of any money services business, remittance service, virtual asset service provider, payment service provider, payment institution, exchange, custodian, broker-dealer, investment adviser, insurance provider, credit institution or similar business without the requisite licence, registration or authorisation in each jurisdiction of activity;
• (g) Ponzi, pyramid and multi-level marketing schemes — the operation of, participation in, or promotion of, Ponzi schemes, pyramid schemes, multi-level marketing schemes, matrix schemes, “get-rich-quick” schemes, high-yield investment programmes, or any similar fraudulent or unsustainable scheme;
• (h) Unregulated token issuance and distribution — the issuance, offering, promotion, listing or distribution of any Virtual Asset, initial coin offering, initial exchange offering, initial DEX offering, token sale, airdrop, or similar activity without appropriate regulatory authorisation and disclosure in each jurisdiction of offering;
• (i) Shell entities and nominee arrangements — the operation of a shell company, mailbox company, or nominee arrangement without genuine business substance, active trading operations or verifiable economic purpose;
• (j) Human trafficking, forced labour and modern slavery — any activity connected to human trafficking, smuggling of persons, forced labour, child labour, or any form of modern slavery;
• (k) Wildlife and environmental crime — trafficking, poaching, illegal logging, illegal fishing, and trade in endangered species or protected natural resources in breach of CITES or equivalent local regulation;
• (l) Counterfeit goods and intellectual property infringement — the manufacture, distribution or sale of counterfeit, pirated, replica, or otherwise IP-infringing goods, media, software or documents;
• (m) Unlicensed pharmaceuticals and medical products — the manufacture, distribution, or online sale of prescription medicines, controlled pharmaceuticals, unregistered medical devices, unapproved therapies, or unregistered supplements;
• (n) Predatory lending and unlicensed credit — payday lending, salary advances, unlicensed consumer credit, loan sharking, or any lending activity operated in breach of applicable consumer credit or usury laws;
• (o) Unlicensed collection agencies — debt collection operations that do not hold the necessary licence or that engage in harassment, abusive practices, or misrepresentation;
• (p) Unlicensed foreign exchange bureaus — money changing or foreign exchange operations conducted without appropriate licensing;
• (q) Timeshare and holiday-club schemes — unlicensed or high-pressure timeshare, holiday club, vacation membership or points-based travel schemes;
• (r) Terrorist and extremist organisations — any organisation, group or cause proscribed as terrorist, extremist or otherwise unlawful by any Regulatory Authority; and
• (s) any activity unlawful in the End-User’s jurisdiction of organisation, the Beneficiary’s jurisdiction, or any jurisdiction through which the Transaction is routed.

3. Prohibited Transaction Purposes and Counterparties

3.1 Prohibited transaction purposes. The End-User must not use the Services for, or in connection with, any of the following purposes:

• (a) money laundering, layering or integration of illicit funds;
• (b) terrorist financing or the financing of any proscribed organisation;
• (c) proliferation financing (including the development, acquisition or transfer of weapons of mass destruction and their delivery systems);
• (d) sanctions evasion, including any Transaction structured to circumvent restrictions imposed by the Sanctions Authorities;
• (e) tax evasion, aggressive tax avoidance schemes, or the concealment of income, assets or beneficial ownership from tax authorities;
• (f) bribery, corruption, kickbacks, facilitation payments or any breach of applicable anti-bribery and corruption law (including the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and equivalents);
• (g) fraud, deception, misrepresentation, identity theft, or any offence involving dishonesty;
• (h) ransomware payments, extortion payments, or the settlement of demands from cyber-criminal actors;
• (i) market manipulation, insider dealing, pump-and-dump schemes, wash trading, spoofing or any other form of market abuse;
• (j) the violation of any export control, dual-use goods, or trade compliance regime; and
• (k) any purpose that is unlawful in the End-User’s jurisdiction of organisation, the Beneficiary’s jurisdiction, or any jurisdiction through which the Transaction is routed.

3.2 Prohibited counterparties. The End-User must not use the Services in connection with any of the following counterparties, whether as Beneficiary, source of funds, source of Virtual Assets, or otherwise:

• (a) any Sanctioned Person;
• (b) any person located, organised or resident in a Prohibited Jurisdiction (as identified in Schedule A to this Policy);
• (c) any person owned or controlled (directly or indirectly, and whether alone or with others, on a fifty per cent (50%) or greater basis) by a Sanctioned Person;
• (d) any wallet address, transaction, or on-chain identifier that is flagged by Switch Pay’s blockchain analytics, on-chain intelligence, or sanctions screening tools as being associated with (i) mixing or tumbling services, (ii) sanctioned addresses, (iii) darknet marketplaces, (iv) ransomware, (v) hacks, exploits or stolen funds, (vi) child sexual abuse material, or (vii) terrorist financing;
• (e) any shell company, mailbox company, or entity that Switch Pay is unable to verify to its satisfaction under its KYB procedures;
• (f) any entity for which Switch Pay has been unable to identify the ultimate beneficial ownership to its satisfaction; and
• (g) any person specifically notified to the End-User by Switch Pay as restricted from being a counterparty to a Transaction.

4. Restricted Activities (Prior Written Approval Required)

4.1 The following activities are not outright prohibited but require the End-User to obtain Switch Pay’s prior written approval before using the Services in connection with them (each a “Restricted Activity”):

• (a) licensed and regulated gambling, gaming and betting operations;
• (b) licensed virtual asset service providers, cryptocurrency exchanges, custodians, brokers and payment token issuers;
• (c) licensed money services businesses, remittance providers, payment institutions, and money changers operating in third jurisdictions;
• (d) licensed cannabis and cannabis-related businesses operating in jurisdictions where cannabis is lawful;
• (e) high-value real estate transactions and real estate development;
• (f) dealers in precious metals, precious stones, and high-value goods (bullion, jewellery, luxury vehicles, yachts, aircraft, art, antiques);
• (g) charities, non-profit organisations and religious institutions, particularly where they operate cross-border or in high-risk jurisdictions;
• (h) arms dealers, defence contractors and government procurement intermediaries, in each case where fully licensed;
• (i) politically exposed persons (PEPs) and their close associates and family members;
• (j) crowdfunding platforms and peer-to-peer lending platforms;
• (k) licensed adult entertainment businesses operating in jurisdictions where such businesses are lawful;
• (l) licensed pharmaceutical, telemedicine and healthcare operations engaged in the online sale of medicines or medical products; and
• (m) any other activity notified by Switch Pay to the End-User from time to time as requiring prior written approval.

4.2 Approval process. A request for approval must be submitted by the End-User through the Platform’s ticketing system with supporting information sufficient for Switch Pay to conduct enhanced due diligence, including copies of relevant licences, ownership structures, source of funds documentation, business rationale, and expected Transaction patterns. Approval, if granted, may be conditional and may be withdrawn at any time in Switch Pay’s sole discretion.

4.3 The absence of approval does not create a presumption of prohibition of any activity not listed in Clauses 2 or 3, but the End-User remains responsible for ensuring that its use of the Services is lawful in all jurisdictions and consistent with these Policies.

5. Sanctions and Prohibited Jurisdictions

5.1 Switch Pay maintains and screens against the sanctions lists administered by the Sanctions Authorities, being at minimum:

• (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC);
• (b) the United Nations Security Council (UNSC);
• (c) the Office of the Superintendent of Financial Institutions (OSFI) and designations under the Special Economic Measures Act (Canada) and related instruments;
• (d) His Majesty’s Treasury of the United Kingdom (Office of Financial Sanctions Implementation, OFSI);
• (e) the European Union consolidated financial sanctions list; and
• (f) the Executive Office for Control and Non-Proliferation of the United Arab Emirates (EOCN).

5.2 Prohibited Jurisdictions. The list of Prohibited Jurisdictions at Schedule A to this Policy is illustrative only and is not exhaustive. Switch Pay’s live sanctions and geographic risk framework, as applied through its screening systems, prevails at the time of any Transaction. The End-User acknowledges that jurisdictional restrictions may be added, expanded, narrowed or withdrawn at any time without prior notice to reflect changes to the underlying sanctions regimes.

5.3 Ownership and control test. The 50% ownership or control rule applies cumulatively across multiple Sanctioned Persons.

6. End-User Obligations

6.1 Screening at the End-User’s end. The End-User shall implement and maintain, at its own cost, its own risk-based procedures to ensure that its business, its counterparties, its Beneficiaries and its use of the Services are not in breach of this Policy.

6.2 Notification. The End-User shall notify Switch Pay promptly (and in any event within five (5) Business Days) if it becomes aware of, or reasonably suspects, any actual or potential breach of this Policy, whether by itself, an Authorised Person, a Beneficiary or otherwise.

6.3 Co-operation. The End-User shall co-operate fully with any investigation, request for information or lawful demand made by Switch Pay in connection with this Policy.

6.4 Representations at each Instruction. By submitting each Instruction, the End-User represents and warrants that the Instruction, the source and destination of the funds or Virtual Assets, and the Beneficiary do not breach this Policy.

7. Consequences of Breach

7.1 A breach of this Policy shall be treated as a material breach of the Terms.

7.2 Without prejudice to any other right of Switch Pay, upon actual or suspected breach of this Policy, Switch Pay may (in its sole discretion and without prior notice or liability):

• (a) refuse, delay, hold, freeze, reverse or unwind any Transaction;
• (b) suspend or restrict the End-User’s access to the Platform or any Service;
• (c) require additional information, documentation or remediation from the End-User;
• (d) terminate the Terms with immediate effect in accordance with Clause 16.4 of the Terms;
• (e) retain any funds or Virtual Assets pending investigation and lawful direction;
• (f) file suspicious transaction, suspicious activity, or attempted transaction reports with FINTRAC or any other Regulatory Authority; and
• (g) make any other report or disclosure required by Applicable Law.

7.3 Nothing in this Policy limits Switch Pay’s rights or remedies under the Terms or Applicable Law.

8. Reporting and Contact

8.1 Any concern, disclosure, request for approval, or report relating to this Policy should be raised through the Platform’s ticketing system or by email to compliance@fuze.finance.

8.2 Switch Pay is prohibited by Applicable Law (including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)) from tipping off any person as to the making of, or the intention to make, a suspicious transaction or attempted transaction report. The End-User shall not construe silence or lack of explanation as a waiver of any right of Switch Pay.

Schedule A — Prohibited Jurisdictions

The following jurisdictions are, at the date of this Policy, subject to comprehensive sanctions or Switch Pay’s geographic risk framework and are Prohibited Jurisdictions for the purposes of the Terms:

• (a) the Democratic People’s Republic of Korea (North Korea);
• (b) the Islamic Republic of Iran;
• (c) the Syrian Arab Republic;
• (d) the Republic of Cuba;
• (e) the Republic of the Union of Myanmar;
• (f) the Bolivarian Republic of Venezuela (with respect to government of Venezuela and PDVSA-connected persons);
• (g) the Russian Federation (in respect of sectoral, financial and asset-freeze designations);
• (h) the Republic of Belarus (in respect of sectoral, financial and asset-freeze designations);
• (i) the Crimea, Donetsk People’s Republic, Luhansk People’s Republic, Zaporizhzhia and Kherson regions of Ukraine (or the corresponding territories howsoever described);
• (j) any other jurisdiction subject to comprehensive or sectoral sanctions administered by any Sanctions Authority from time to time; and
• (k) any other jurisdiction identified by Switch Pay from time to time as presenting an unacceptable level of financial crime, sanctions, or geographic risk.

The End-User acknowledges that this list is dynamic. The controlling reference is Switch Pay’s live screening framework, not this Schedule.