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STABLECOIN & VIRTUAL CURRENCY TERMS AND CONDITIONS

LANSDOWNE PAYMENTS LTD

ACCEPTANCE OF THE TERMS

  1. These Terms and Conditions (the “Terms“) set out the terms and conditions under which Lansdowne Payments Ltd will provide you (“Customer“, “you” or “your” as appropriate) with Services (the “Services“) involving Virtual Currencies (“Virtual Currency” or “Virtual Currencies“).

  2. Lansdowne Payments Ltd is a company incorporated in the Province of British Columbia, Canada, with its registered and operating address at 9850 King George Blvd, 3rd Floor, Surrey, British Columbia V3T 0P9, Canada. Lansdowne Payments Ltd is registered under BC Company Number BC1412333. Lansdowne Payments Ltd is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Service Business (MSB) under licence number M23156809. By using our Services, you agree to be bound by these Terms.

  3. By accessing or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not use the Services.

 

IDENTIFIED PRINCIPAL AND YOUR ACCOUNT

  1. You alone will be treated as our Customer. For a body corporate, we shall treat the body corporate as the Customer and accept instructions from the directors, unless we have a third-party power of attorney, in which case we will treat the attorney as our Customer.
  2. You must set up and maintain an Account to use the Services and submit orders (an “Account“). Your eligibility to use our Services will be assessed on a case-by-case basis, subject to you meeting our compliance requirements in accordance with applicable Canadian law, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (PCMLTFA) and FINTRAC guidance.

THE SERVICES

  1. We will provide an “execution-only” service in Virtual Currencies, meaning we will facilitate Virtual Currency transactions instructed by you on a non-custodial basis, together with related payment execution and settlement services. We will not advise you on the merits, risks, or suitability of any Virtual Currency transaction, and you acknowledge and agree that your use of the Services is your own decision and responsibility, based solely on your own judgment. For the purposes of these Terms, “Virtual Currency” means a cryptographically secured digital representation of value or contractual rights that uses a form of distributed ledger technology and can be transferred, stored, or traded electronically, and includes stablecoins (i.e., Virtual Currencies designed to maintain a stable value relative to a fiat currency or other reference asset). A Virtual Currency is not:
    1. legal tender issued by the Bank of Canada or any other central bank or public authority;
    2. an international unit of account established by an international organisation and accepted by individual countries;
    3. a security or derivative within the meaning of applicable provincial securities legislation, including the Securities Act (British Columbia) or guidance issued by the Canadian Securities Administrators (CSA); or
    4. electronic money, a promissory note, or a cheque.
  2. We note that the CSA has published guidance indicating that certain stablecoins and Virtual Currency instruments may qualify as securities or derivatives under Canadian securities law. It is your responsibility to seek independent legal advice regarding the regulatory status of any Virtual Currency you transact in through our Services.

EXECUTION OF ORDERS

  1. You acknowledge that we reserve the right to decline any order for any reason, including but not limited to a breach of these Terms or a requirement imposed by applicable Canadian law or regulation. In such cases, you will be notified and a reason will be given for such declining, to the extent permitted by law.

  2. Lansdowne Payments Ltd shall not execute any transaction on your behalf unless you have paid to us (or to any other person we may direct) a sufficient amount of fiat currency or Virtual Currency to cover the transaction(s), our fees and charges, and any associated costs. Sufficient amount means the funds necessary to cover any transaction(s), our fees and charges, and any costs in connection with the Services we provide to you.

  3. Irrespective of the time at which (or medium by which) you place an order, you agree to pay or receive the price at the time the associated transaction is executed.

  4. Any instruction to buy or sell Virtual Currencies through us forms an irrevocable commitment to buy or sell those Virtual Currencies in accordance with your instructions. Upon your instruction, we may initiate amendment, reversal, or cancellation of a transaction.

  5. For the purposes of these Terms, “Business Day” means any calendar day that is not a Saturday, Sunday, or a statutory public holiday in the Province of British Columbia or a national public holiday in Canada (including, without limitation, Canada Day, Labour Day, Thanksgiving Day, and Christmas Day).

SETTLEMENT AND NON-CUSTODIAL SERVICE

  1. Lansdowne Payments Ltd does not take custody of, hold, or control your Virtual Currencies. Virtual Currencies acquired or transferred through the Services are delivered to a wallet or address nominated and controlled by you.

  2. To enable us to carry out payment transactions instructed by you, your funds may be received and held by us on a transitory basis solely for the purpose of executing and settling those instructed payments. Funds are held only for the period reasonably necessary to complete the instructed payment and are not held for investment, safekeeping as an asset, or asset-management purposes. You have no entitlement to any interest, yield, or return on funds held for settlement.

  3. We hold such funds in a segregated safeguarding account, separate from our own operating funds, and will not lend, invest, pledge, or otherwise use your funds. We have the authority to apply funds held for settlement to meet your settlement obligations.

ADVANCED PROTOCOLS AND FORKS

  1. Unless specifically announced on our website or through an official public statement from Lansdowne Payments Ltd, we do not support side chains, metacoins, coloured coins, or other derivative, enhanced, or forked protocols, tokens, or coins that supplement or interact with a Virtual Currency supported by us (collectively, “Advanced Protocols”). You agree not to use your Account to attempt to receive, request, send, store, or engage in any transaction involving an Advanced Protocol. Our systems are not configured to detect and/or secure Advanced Protocol transactions, and Lansdowne Payments Ltd assumes no responsibility whatsoever in respect of Advanced Protocols.

PROHIBITED ACTIVTIES

  1. Lansdowne Payments Ltd prohibits its Customers from engaging in the following categories of activity (“Prohibited Activities”). By agreeing to these Terms you confirm that you will not use your Account to:
    1. Violate, or assist any party in violating, any law, statute, ordinance, or regulation;
    2. Engage in, or facilitate, any transaction involving the proceeds of any unlawful activity;
    3. Defraud or attempt to defraud us or our Customers;
    4. Provide false, inaccurate, or misleading information to us;
    5. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
    6. Knowingly transmit or upload any viruses, Trojan horses, worms, or any other malicious programs; or
    7. Knowingly compromise accounts, computer systems, or networks associated with us.

FINTRAC AND FINANCIAL CRIME PREVENTION OBLIGATIONS

  1.  Lansdowne Payments Ltd is registered with FINTRAC as a Money Service Business (MSB) under the PCMLTFA. As a reporting entity, we are obligated to detect, deter, and report financial crimes, including money laundering and terrorist financing, to FINTRAC.
  2. We are required to report to FINTRAC:
    • Large Virtual Currency transactions equivalent to CAD $10,000 or more in a single transaction or a series of transactions conducted within 24 consecutive hours;
    • Suspicious transactions where there are reasonable grounds to suspect that a transaction or attempted transaction is related to the commission of a money laundering or terrorist activity financing offence;
    • Terrorist property reports as required under the PCMLTFA; and
    • Any other reports required by FINTRAC regulations and guidance.
  3. Each of the parties maintains policies and procedures designed to prevent financial crime, including money laundering, terrorist financing, fraud, bribery, and corruption (collectively, “Financial Crime Prevention Obligations”). To the best of each party’s knowledge, neither party nor any director, officer, or employee has engaged in any activity or conduct which would violate any applicable anti-bribery or anti-corruption law, including the Corruption of Foreign Public Officials Act (Canada).
  4. Consequently, we may need to make enquiries and obtain information from you for compliance purposes. At any point during our relationship we may ask you to provide information and documents relating to your source of funds and/or source of wealth. By providing this information, you declare that such assets are from legitimate sources not linked to or derived from any criminal activity.
  5. Both parties warrant that they have complied and will continue to comply on a continuous basis with all applicable laws, regulatory requirements, and FINTRAC guidance in force in any relevant jurisdiction, including the FINTRAC requirements applicable to Lansdowne Payments Ltd. Lansdowne Payments Ltd shall not carry out any unlicensed activity in any countries, states, provinces, territories, or other geographical or governmental areas.

RECORD RETENTION

  1. We will retain your Personal Information and transaction records for as long as necessary to fulfil the purposes for which we collected it and to satisfy our obligations under applicable law, including the PCMLTFA (which requires that certain records be retained for a minimum of five (5) years) and applicable provincial legislation.
  2. We will cease to retain your Personal Information, or will remove the means by which it can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose for which it was collected and is no longer necessary for legal or business purposes.

DATA PROTECTION AND PRIVACY

  1. By agreeing to these Terms, you understand and agree that any Personal Information we need to process to provide you with our Services will be processed in accordance with our Privacy Policy, which is consistent with the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and the provincial Personal Information Protection Act (British Columbia) (PIPA BC). We may also use your Personal Information to send you marketing communications where permitted by law and where you have provided the necessary consent.
  2. You have the right to access the personal information we hold about you, request corrections to inaccurate information, and withdraw consent to the processing of your personal information for certain purposes, subject to applicable legal requirements. To exercise these rights, please contact us at accounts@lansdownepayments.com.
 

CONFIDENTIALITY

  1. Confidential Information means the subject matter and content of these Terms and includes, but is not limited to, all confidential or proprietary information in oral, written, graphic, electronic, or other form, including but not limited to past, present, and future business, product planning, financial, commercial, technical, and operational information, pricing, marketing and customer information, financial forecasts, trade secrets, processes, know-how, computer programs, and any other data made available by you to us. Confidential Information excludes information which: (a) becomes public domain without direct or indirect fault on the Receiving Party’s part; (b) was previously known to the Receiving Party without an obligation to keep it confidential; or (c) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or a request by a governmental or other entity authorised by law to make such a request.
  2. Disclosure of Confidential Information shall in no way create a licence to use, or any right in, the Confidential Information or in any other proprietary product, trademark, copyright, patent, or other right.
  3. The Receiving Party shall protect the Disclosing Party’s Confidential Information in strict confidence and shall apply at least the same degree of care as it applies to its own confidential information, provided that such degree of care shall in any event comply with the applicable standard of reasonableness.
  4. Upon the termination and/or expiration of these Terms, or at the Disclosing Party’s request, the Receiving Party shall: (i) return any document or material relating to the Confidential Information; and/or (ii) destroy such documents and certify their destruction to the Disclosing Party.
  5. The Receiving Party acknowledges that a breach of these confidentiality provisions may cause the Disclosing Party irreparable harm and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedy available under applicable Canadian law.

TAXATION

  1. You are solely responsible for determining whether your use of the Services will give rise to any tax liability on your part under applicable Canadian federal or provincial tax law, including without limitation the Income Tax Act (Canada), the Excise Tax Act (Canada) (governing GST/HST), and British Columbia’s Provincial Sales Tax Act. The Canada Revenue Agency (CRA) has confirmed that Virtual Currencies are generally treated as a commodity for tax purposes. Transactions involving Virtual Currencies may give rise to income tax or capital gains tax obligations.
  2. You are solely responsible for withholding, collecting, reporting, paying, settling, and remitting any and all taxes to the appropriate tax authorities in all applicable jurisdictions. We shall not be responsible for withholding, collecting, reporting, paying, settling, or remitting any taxes (including, but not limited to, income tax, capital gains tax, GST/HST, or similar taxes) which may arise from your activities in connection with these Terms.

SUSPENSION OR TERMINATION OF THESE TERMS OF SERVICE

  1. These Terms are concluded for an indefinite period and shall enter into force from the date that your account application is accepted by us, as notified via email.
  2. Either party may terminate these Terms immediately without notice if:
    1.  Any party breaches any provision of these Terms or any applicable contractual, regulatory, or legal requirement;
    2. Any party is requested or directed to do so by any competent court of law, regulatory authority (including FINTRAC), or law enforcement agency;
    3. Any party has reasonable grounds to believe that the other party is in breach of any applicable law or regulation, including the PCMLTFA;
    4. Any party has reasonable grounds to believe that the other party is involved in any fraudulent activity, money laundering, terrorist financing, or other criminal or illegal activity; or 
    5. Any party cannot complete due diligence, or the results of due diligence are deemed unsatisfactory.
  3. You may also terminate these Terms if we transfer our responsibilities to another third-party provider in violation of these Terms.
  4. We may suspend your Account or restrict its functionality if we reasonably believe that such action is necessary to protect the security of your Account, or to prevent suspected unauthorised or fraudulent use. We will give you notice of any suspension or restriction and the reasons for it as soon as we can and without undue delay, unless we are prohibited from doing so by law or a competent authority. We will lift the suspension and/or restriction as soon as practicable after the reasons for it have ceased to exist, and not later than 48 hours thereafter.
  5. On termination for any reason, all rights granted to any party in connection with these Terms shall cease. If you still have Virtual Currency in your Account at the time of termination, you must redeem or transfer it within the notice period communicated to you. Upon written notice, you agree to provide us with a public wallet address as soon as reasonably practicable so that we may return Virtual Currencies held on your behalf. Either party may terminate these Terms without cause or liability by providing 30 days’ written notice to the other. Both parties shall use their best endeavours to ensure an orderly transfer of responsibilities upon notification in writing.

FORCE MAJEURE

  1. Force Majeure is defined as any cause or condition beyond the reasonable control of a party, including but not limited to acts of God, civil or military authority, terrorism, civil disturbance, war, strikes or other industrial disputes, fire, change of law or sanctions policy, interruptions in telecommunications or internet services or network providers, equipment or software failure, or any other catastrophe or occurrence beyond reasonable control. Neither party will have liability to the other for failure to perform under these Terms for a period coinciding with such an event. If a Force Majeure event persists for more than three (3) months, either party may terminate these Terms.

LIABILITY AND INDEMNITY

  1. Lansdowne Payments Ltd shall in no event be liable to you or any other person for any loss or injury resulting from any indirect or consequential losses, including but not limited to circumstances where negligence or contingencies beyond our control arise in procuring, compiling, interpreting, computing, exporting, or delivering our Services. In no event shall we be liable to you or any other person for any decision made or action taken by you in reliance on, or in connection with, your use of our Services.
  2. Subject to clause 15.4 below, Lansdowne Payments Ltd’s maximum annual aggregate liability (whether arising in contract, tort including negligence and breach of statutory duty, misrepresentation, restitution under an indemnity, or otherwise) in connection with the performance of these Terms shall not exceed CAD $65,000 in any calendar year.
  3. Each party agrees to indemnify the other party and hold it harmless from any claim or demand (including legal fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of a violation of any law, rule, or regulation. Indemnification of fines, penalties, and costs is limited to those arising directly from a material breach of, or non-compliance by the indemnifying party with, applicable laws, regulations, or rules related to the provision of the Services.
  4. Neither party excludes or limits its liability (if any) to the other:
    1. For personal injury or death caused by its negligence or by a person for whom it is vicariously liable;
    2. For fraud or fraudulent misrepresentation;
    3. For a deliberate or repudiatory breach;
    4. For any breach of the confidentiality or intellectual property provisions of these Terms; or
    5. For any matter for which it would be unlawful to exclude or limit liability.

MISCELLANEOUS

Security
  1. It is your responsibility to maintain secure access to the internet and your Account. You must not disclose your Account credentials to any other party and must take all appropriate measures to prevent any third party from gaining access to your Account. If you become aware that any such details have been disclosed, you must immediately cease use of your Account and notify us. Until such notification is received, you are responsible for any instructions purportedly placed by you using your Account credentials, and we will be entitled to treat such instructions as authentic.

Advertising and Publication

  1. You understand and agree that neither these Terms nor our business relationship shall be publicised by you without our prior written consent. We warrant not to share the details of our business relationship with you with any third party unless required by applicable law or regulation.

Copyright and Intellectual Property

  1. We are the owner or licensee of all copyright and intellectual property rights in connection with our website and Services. You have the right to use any such materials only for the purpose of using our Services. Any other use is expressly prohibited. You may not copy, imitate, or use our trademarks, trade names, or logos without our prior written consent.

TERM AND COMMENCEMENT

  1. These Terms shall commence upon acceptance of your account application by Lansdowne Payments Ltd, as confirmed by email notification, subject to successful completion of our compliance requirements.

AMENDMENTS

  1. Lansdowne Payments Ltd may amend these Terms from time to time. We will give you advance written notice of any planned amendments. If we do not receive any objections from you in writing within the time notified for the amendments to come into effect, we will assume that you have consented to the amendments. If you do not agree with any amendment, you have the right to terminate these Terms without liability with immediate effect from the date of notification.

INVALIDITY

  1. If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and such finding shall not affect the enforceability of any other provision of these Terms.

GOVERNING LAW AND DISPUTE RESOLUTION

  1. These Terms, their subject matter and formation, and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in the City of Vancouver for the resolution of any dispute arising out of or in connection with these Terms.

RISK DISCLOSURE STATEMENT

This Risk Disclosure Statement provides you with information about certain risks associated with use of the Services of Lansdowne Payments Ltd. The information presented is not comprehensive and does not reflect all risks or other important factors you should consider before using our Services. You must make your own independent decision to access or use our Services and should seek independent financial and/or legal advice as you consider appropriate. Your capital is at risk. Terms not otherwise defined in this Risk Disclosure Statement bear the meanings attributed to them in the Terms.

You use our Services at your own risk. There can be no assurance that use of our Services will provide a positive return or profit, that significant losses will not be incurred, or that your objectives will be achieved.

Volatility and Market Risk

Virtual Currencies are by their nature highly volatile. The risk of loss in trading, investing, or holding Virtual Currencies can be substantial. The value of Virtual Currencies can be highly unpredictable, with significant price fluctuations within short periods of time, and their value may not be guaranteed or backed by any government. The value of Virtual Currencies can be affected by unpredictable events, including world market performance, interest rates, changes in taxation, foreign exchange rates, regulatory and legislative changes, technological developments, and market sentiment.

Stablecoin-Specific Risks

Virtual Currencies that are designed to maintain a stable value relative to a fiat currency or other reference asset (stablecoins) may not always accurately reflect such reference values, and may fluctuate above or below their intended peg. Stablecoins are not guaranteed by the Government of Canada, the Bank of Canada, or any deposit insurance scheme including the Canada Deposit Insurance Corporation (CDIC). You should not assume that a stablecoin will maintain its peg at any time.

Regulatory Risk

Virtual Currencies, including stablecoins, are subject to an evolving regulatory environment in Canada and globally. The Canadian Securities Administrators (CSA) have indicated that certain stablecoins and Virtual Currency instruments may qualify as securities under applicable provincial securities legislation. Legislative and regulatory changes or actions at the provincial, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currencies. It is your responsibility to ensure that your use of Virtual Currencies and our Services is compliant with all applicable laws.

Tax Risk

The Canada Revenue Agency (CRA) treats Virtual Currencies as commodities. Transactions involving Virtual Currencies (including stablecoins) may give rise to income tax or capital gains tax obligations. The tax treatment of Virtual Currencies may change. You are responsible for understanding and complying with all applicable tax obligations.

Technology and Cybersecurity Risk

The nature of Virtual Currencies may entail an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganisations. Transactions in Virtual Currency may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable. Virtual Currency systems may be vulnerable to attacks on their security, integrity, or operation, including attacks using computing power sufficient to overwhelm normal operation of the relevant blockchain or other underlying technology. Any technological difficulties experienced by us may prevent access to your Virtual Currency.

Custody and Key Risk

Where you hold Virtual Currencies in an on-chain digital wallet, you must maintain the security of your private keys and backup phrase. Loss of private keys or backup phrases may result in irreversible loss of your funds. Due to the decentralised nature of blockchain technology, there is no central party that may restore your private keys, extract your funds, or reimburse you for your losses. Never provide any person with your wallet’s private keys or backup phrase.

Liquidity Risk

Market availability and liquidity may be limited or disrupted, and there can be no guarantee that you would be able to sell or exchange your Virtual Currencies at any price. Contingent orders, such as stop-loss or stop-limit orders, may not necessarily limit losses to the intended amount, and market conditions may make it impossible to execute an order or obtain the requested price.

No Deposit Protection

Virtual Currency holdings with Lansdowne Payments Ltd are not deposits and are not protected by the Canada Deposit Insurance Corporation (CDIC) or any provincial deposit insurance scheme. In the event of our insolvency, there is no guarantee of recovery of your Virtual Currency holdings.

We will continue to update our Customers of any significant changes to risks by updating this Risk Disclosure Statement and our website.

CUSTOMER ACKNOWLEDGEMENT

By accessing and using the Services, or by executing the Account opening documentation, you hereby acknowledge that you have read and understood these Terms and Conditions and the Risk Disclosure Statement. You understand that this Risk Disclosure Statement does not disclose all risks and aspects of Virtual Currencies, and you accept full responsibility for assessing all risks associated with your use of our Services.

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