TERMS AND CONDITIONS

STEFA PAY INC.

TERMS AND CONDITIONS

Version 1.0 Effective Date: 26.05.2026

1. TERMS AND DEFINITIONS

In this Agreement, terms have the following defined meanings:

1.1 Agreement — this Master Customer Agreement between the Client and Stefa Pay Inc., including all supplements, schedules, and documents incorporated by reference.

1.2 Application — an online application submitted by the Client to Stefa Pay Inc. through the Website or the Personal Panel.

1.3 Banking Partner — a regulated financial institution (such as OpenPayd, Breinrock, or other partners as Stefa Pay Inc. may engage from time to time) that holds client funds on behalf of Stefa Pay Inc. and provides correspondent banking and settlement services.

1.4 Beneficial Owner — a natural person who, directly or indirectly, owns or controls 25% or more of the shares or voting rights of the Client, or otherwise exercises ultimate control over the Client.

1.5 Business Day — any day other than a Saturday, Sunday, or statutory holiday in the Province of Ontario, Canada.

1.6 Client — the legal entity (corporation, partnership, trust, or similar) in whose name the Stefa Account is opened and maintained.

1.7 Compliance Officer — the individual appointed by Stefa Pay Inc. as its AML/ATF Compliance Officer and Money Laundering Reporting Officer (MLRO) under the PCMLTFA.

1.8 Customer Service — Stefa Pay Inc. customer service, reachable at support@stefa-pay.com.

1.9 EFT — Electronic Funds Transfer, including SWIFT, SEPA, and other cross-border and domestic transfers.

1.10 Fees — the charges payable by the Client to Stefa Pay Inc. for using its services, available on the Personal Panel section «Fees» and on the Website.

1.11 FINTRAC — the Financial Transactions and Reports Analysis Centre of Canada, the federal regulator for Canadian Money Services Businesses.

1.12 Funding Deposit — funds transferred by or on behalf of the Client to a Stefa Account.

1.13 FX Transaction — a foreign exchange conversion transaction executed through Stefa Pay Inc.’s services.

1.14 PCMLTFA — the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations made thereunder, as amended from time to time, including the October 2025 PCMLTFR amendments.

1.15 Personal Panel — the Client’s secure online profile on the Website, through which the Client opens and operates the Stefa Account.

1.16 PIPEDA — the Personal Information Protection and Electronic Documents Act (Canada).

1.17 Privacy Policy — Stefa Pay Inc.’s privacy policy governing the processing of personal information, available on the Website, as amended from time to time.

1.18 Restricted Activities Standard — Stefa Pay Inc.’s internal Restricted Activities Standard, which sets out the activities and counterparty types that Stefa Pay Inc. does not support.

1.19 Stefa or Stefa Pay Inc. or the Company — Stefa Pay Inc., a corporation incorporated under the Ontario Business Corporations Act under number [Insert OBCA Number], registered with FINTRAC as a Money Services Business under registration number [Insert MSB Number].

1.20 Stefa Account — a multi-currency client funds account in the Stefa Pay Inc. system, opened and operated by the Client through the Personal Panel. The Stefa Account is not a bank account; client funds are held in segregated accounts at Stefa Pay Inc.’s Banking Partners.

1.21 Strong Customer Authentication — authentication based on the use of two or more independent elements designed to protect the confidentiality of authentication data, in accordance with applicable law and industry standards.

1.22 Terms of Use — Stefa Pay Inc.’s website Terms of Use, available on the Website.

1.23 Transaction — any payment, transfer, conversion, or other operation executed through a Stefa Account.

1.24 Travel Rule — the requirement under the PCMLTFR for transmitting originator and beneficiary information with electronic funds transfers and (when activated) virtual currency transfers.

1.25 Virtual Currency or VC — virtual currency as defined under the PCMLTFA. Stefa Pay Inc. does not currently offer virtual currency services; references to VC in this Agreement are forward-looking.

1.26 Website — Stefa Pay Inc.’s website at www.stefa-pay.com.

2. SUBJECT AND SCOPE OF THE AGREEMENT

2.1 The subject of this Agreement is the provision by Stefa Pay Inc. to the Client of multi-currency account, foreign exchange, electronic funds transfer, and related financial services within the Company’s regulatory authorisations as a FINTRAC-registered Money Services Business.

2.2 This Agreement is concluded when the Client submits an Application for Stefa Account services and the Application is approved by Stefa Pay Inc.

2.3 This Agreement, together with the Website Terms of Use, the Privacy Policy, the Fees Schedule, and any other supplements or documents expressly incorporated by reference, constitutes the entire agreement between the Client and Stefa Pay Inc. with respect to the services provided.

2.4 The Client is advised to read this Agreement carefully and to retain a copy for future reference. The current version of this Agreement is always available on the Website.

2.5 Stefa Pay Inc. provides services exclusively to legal entities (corporations, partnerships, trusts, and similar). The Company does not offer services to individuals acting in a personal capacity. Where this Agreement refers to a «Client,» the reference is to the legal entity and, where context requires, to its authorised representatives, beneficial owners, directors, and signatories.

2.6 Forward-looking services, including virtual currency transfer and stablecoin settlement, are not currently active. Activation of such services will be governed by a separate VC Supplement to this Agreement and will require the Company’s registration as a Dealer in Virtual Currencies and integration of supporting infrastructure.

3. THE STEFA ACCOUNT

3.1 The Stefa Account is a multi-currency client funds account that enables the Client to hold balances in supported currencies, send and receive electronic funds transfers, and execute foreign exchange transactions. The Client may view balances and transaction history through the Personal Panel.

3.2 The Stefa Account is not a bank account. The Client’s funds held at Stefa Pay Inc. are held in segregated accounts at Stefa Pay Inc.’s Banking Partners. The Client acknowledges that:

• the Stefa Account is not covered by the Canada Deposit Insurance Corporation (CDIC) or any provincial deposit insurance scheme;
• there is no statutory compensation scheme in Canada applicable to client funds held by a Money Services Business;
• in the event of insolvency of Stefa Pay Inc. or of a Banking Partner, the Client’s funds are protected only to the extent of the segregation arrangements maintained with the relevant Banking Partner.

3.3 Stefa Pay Inc. ensures that, once received, client funds are held in segregated accounts at regulated Banking Partners and are not commingled with the Company’s operating funds, in accordance with industry best practice and the Company’s internal segregation policies.

3.4 Funds held in the Stefa Account do not earn interest.

3.5 The Stefa Account is subject to Funding Deposit, payment, and withdrawal limits as determined by Stefa Pay Inc. from time to time. Limits depend on the Client’s verification status, country risk profile, and other factors. The Client may view applicable limits in the Personal Panel.

3.6 The Stefa Account is personal to the Client. The Client may not assign, transfer, or grant any third party any legal or equitable interest in the Stefa Account or the funds held therein.

3.7 Stefa Pay Inc. may offer different Stefa Account tiers depending on the Client’s verification status, business profile, and product needs. Account tier determines applicable limits, supported currencies, and access to specific services.

4. APPLYING FOR A STEFA ACCOUNT

4.1 To apply for a Stefa Account, the Client must:

• submit a complete Application through the Personal Panel;
• accept this Agreement, the Privacy Policy, and the Terms of Use;
• provide all information and documentation required by Stefa Pay Inc. for customer due diligence (CDD) under the PCMLTFA, including identification of the Client entity, beneficial owners, directors, and authorised signatories;
• pay any applicable Application fee specified in the Fees Schedule.

4.2 Information required for onboarding includes (but is not limited to):

• legal entity documentation (certificate of incorporation, articles, register extracts);
• identification documents of beneficial owners, directors, and authorised signatories;
• proof of registered address and operational address;
• description of business activities, expected transaction profile, source of funds, and counterparty network;
• declaration of beneficial ownership and politically exposed person (PEP) status;
• such additional information as Stefa Pay Inc. may require to satisfy its regulatory obligations.

4.3 All information provided during the Application and at any time thereafter must be accurate, complete, current, and truthful. The Client warrants the accuracy of all information provided and acknowledges that the provision of false, misleading, or incomplete information may result in refusal of the Application, account suspension, account closure, and reporting to applicable Canadian authorities.

4.4 Stefa Pay Inc. reviews Applications in accordance with its CDD policies and procedures. Approval is at Stefa Pay Inc.’s sole discretion, having regard to the Company’s risk appetite, regulatory obligations, and Banking Partner requirements. Stefa Pay Inc. may refuse to open a Stefa Account without providing reasons, where required by applicable law or by the Company’s risk-based assessment.

4.5 Stefa Pay Inc. does not establish business relationships with persons resident in, incorporated in, or with principal place of business in jurisdictions classified as Prohibited under the Company’s Country Risk Standard, including (without limitation) the Democratic People’s Republic of Korea, Iran, Russia, Belarus, Syria, Myanmar, and Cuba. Stefa Pay Inc. does not establish business relationships with sanctioned persons or with entities controlled by sanctioned persons.

4.6 Stefa Pay Inc. may verify Client information against credit reference agencies, sanctions databases, PEP databases, adverse media sources, and other third-party data providers. The Client consents to such verification.

4.7 Until the Client has completed onboarding to Stefa Pay Inc.’s satisfaction, the Stefa Account may operate in a limited-access mode with restricted functionality.

5. MAINTAINING THE STEFA ACCOUNT

5.1 The Client must keep all account information current and accurate. The Client must notify Stefa Pay Inc. within 30 days of any material change in:

• legal name, registered address, or operational address;
• ownership or control of the Client (including changes in beneficial ownership);
• directors and authorised signatories;
• business activities, products, or services offered by the Client;
• jurisdiction of operation or material counterparty network;
• any other information previously provided to Stefa Pay Inc.

5.2 Stefa Pay Inc. may, at any time, request additional information, documentation, or evidence in connection with ongoing customer due diligence, transaction monitoring, sanctions compliance, or other regulatory obligations. The Client must respond to such requests within the timeframe specified, which will be reasonable having regard to the nature of the request.

5.3 Stefa Pay Inc. may suspend or restrict the Stefa Account if the Client fails to provide requested information or documentation within the specified timeframe, or if the information provided is incomplete, inconsistent, or unsatisfactory.

5.4 Stefa Pay Inc. may communicate with the Client by email, through the Personal Panel, or by such other means as Stefa Pay Inc. determines. The Client must maintain at least one valid email address registered with the Stefa Account and must check messages regularly. Communications sent by Stefa Pay Inc. are deemed received on the same Business Day if sent before 4:00 PM Eastern Time, and on the next Business Day otherwise.

5.5 The Client must reconcile transactions in the Personal Panel against the Client’s own records and must report any irregularities, unauthorised transactions, or errors to Stefa Pay Inc. without undue delay, and in any event no later than thirteen (13) months after the date of the relevant transaction.

6. KEEPING THE STEFA ACCOUNT SAFE

6.1 The Client must take all reasonable steps to protect the security of the Stefa Account, including:

• keeping login credentials, passwords, and authentication factors confidential at all times;
• never disclosing credentials to any third party (including persons claiming to represent Stefa Pay Inc.);
• changing passwords regularly and immediately upon any suspicion of compromise;
• ensuring that the devices used to access the Stefa Account are free from malicious software;
• never permitting any third party to access or operate the Stefa Account.

6.2 Stefa Pay Inc. may apply Strong Customer Authentication for sensitive operations, including login, payment authorisation, and changes to account settings. The Client must comply with all authentication requirements.

6.3 If the Client suspects that the Stefa Account, login credentials, or authentication factors have been lost, stolen, compromised, or used without authorisation, the Client must contact Customer Service without undue delay. Until Stefa Pay Inc. is notified, the Client may bear liability for unauthorised transactions.

6.4 Stefa Pay Inc. may suspend or restrict the Stefa Account on reasonable grounds relating to security, suspected fraud, or compromise of authentication factors. Stefa Pay Inc. will notify the Client of such suspension where lawful and operationally feasible.

6.5 The Client must take all reasonable care to ensure that email addresses registered with the Stefa Account are secure and accessed only by authorised personnel of the Client.

7. FUNDING THE STEFA ACCOUNT

7.1 The Client may fund the Stefa Account by Electronic Funds Transfer (SWIFT, SEPA, domestic transfer, or other supported method) from a payment account held by the Client at a regulated financial institution.

7.2 All Funding Deposits must originate from accounts held in the Client’s name. Stefa Pay Inc. does not accept third-party deposits, and any attempt to fund the Stefa Account from an account not held by the Client will be treated as a potentially fraudulent act and may result in return of funds, account suspension, and reporting to applicable authorities.

7.3 Funding Deposits are credited to the Stefa Account once Stefa Pay Inc. has received and verified the funds. Crediting may be delayed pending CDD checks, sanctions screening, source-of-funds verification, or other compliance review.

7.4 Stefa Pay Inc. may decline to credit a Funding Deposit, freeze a Funding Deposit pending investigation, or return a Funding Deposit to the originator where:

• the originator does not match the Client’s registered information;
• the deposit triggers sanctions screening alerts;
• the deposit is inconsistent with the Client’s declared activity profile;
• compliance review identifies risk indicators warranting refusal;
• Stefa Pay Inc. is required by law, regulation, or Banking Partner requirements to do so.

7.5 Funding Deposits are subject to applicable Fees, including currency conversion fees where the deposit currency differs from the Client’s intended account currency.

7.6 Stefa Pay Inc. does not accept cash, money orders, traveller’s cheques, or anonymous funding instruments.

8. SENDING AND RECEIVING PAYMENTS

8.1 The Client may instruct Stefa Pay Inc. to execute outgoing payments by submitting payment instructions through the Personal Panel. Each instruction must be authenticated using the Client’s login credentials and any applicable Strong Customer Authentication factors.

8.2 The Client must provide complete and accurate beneficiary information for each payment, including (as applicable) beneficiary name, account number, IBAN, BIC/SWIFT, routing details, address, and purpose of payment. Stefa Pay Inc. uses the unique identifier (account number, IBAN) to determine the intended recipient and is not liable for payments routed to incorrect beneficiaries due to inaccurate Client-provided information.

8.3 Each payment instruction is subject to:

• availability of sufficient funds in the relevant Stefa Account currency;
• compliance with applicable transaction limits;
• successful sanctions screening of the originator, beneficiary, and any intermediaries;
• transaction monitoring review;
• Banking Partner acceptance.

8.4 Stefa Pay Inc. may decline to execute a payment instruction where:

• funds are insufficient to cover the payment and applicable Fees;
• transaction limits would be exceeded;
• sanctions screening produces a positive match;
• transaction monitoring identifies suspicious indicators;
• the Banking Partner declines or returns the payment;
• the payment relates to a Restricted Activity (per Section 9);
• Stefa Pay Inc. is required by law to refuse, freeze, or report;
• the Client is in breach of this Agreement;
• continued execution would, in Stefa Pay Inc.’s reasonable judgement, be inconsistent with the Company’s regulatory obligations or risk appetite.

8.5 Where Stefa Pay Inc. declines a payment, the Client will be notified through the Personal Panel or by email, except where notification is prohibited by the no-tipping-off provisions of the PCMLTFA or other applicable law. Stefa Pay Inc. is not required to provide reasons for refusals driven by compliance considerations.

8.6 Once a payment instruction has been authorised by the Client and accepted for processing by Stefa Pay Inc., the instruction becomes irrevocable, except where applicable law provides otherwise.

8.7 Incoming payments are credited to the Stefa Account based on the unique identifier (IBAN or account number) provided by the originator. Stefa Pay Inc. may request additional information from the originator or originating institution before crediting incoming payments where:

• the unique identifier and beneficiary name do not align;
• the payment lacks required Travel Rule information;
• the payment triggers sanctions or transaction monitoring review;
• the payment is inconsistent with the Client’s activity profile.

8.8 If clarification is not received within ten (10) Business Days following Stefa Pay Inc.’s request, the payment may be returned to the originator, less applicable return fees.

8.9 Sending and receiving payments are subject to applicable Fees and currency conversion charges as specified in the Fees Schedule.

9. PROHIBITED ACTIVITIES

9.1 The Client must not use the Stefa Account, directly or indirectly, in connection with any activity that is unlawful under Canadian law, the laws of the Client’s jurisdiction, or the laws of the jurisdictions of counterparties involved in the relevant transaction. This includes (without limitation) money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, tax evasion, and any activity prohibited under the Criminal Code of Canada.

9.2 Stefa Pay Inc. maintains a Restricted Activities Standard, which specifies in detail the activities, business types, and counterparty profiles that Stefa Pay Inc. does not support. The Restricted Activities Standard forms part of this Agreement and is binding on the Client. The Restricted Activities Standard is available upon request and may be summarised on the Website.

9.3 Without limiting the generality of paragraphs 9.1 and 9.2, the Client must not use the Stefa Account in connection with:

• transactions involving sanctioned persons, sanctioned jurisdictions, or sanctioned activities under Canadian sanctions law (including SEMA, the United Nations Act, JVCFOA, and the Criminal Code) or applicable foreign sanctions regimes;
• transactions involving Prohibited jurisdictions under the Country Risk Standard;
• adult content, escort services, or human trafficking-adjacent activities;
• unlicensed gambling, lotteries, prize draws, or pyramid/multi-level marketing schemes;
• weapons, firearms, ammunition, or military goods (except where Stefa Pay Inc. has expressly approved a defence-sector relationship with all required licensing in place);
• narcotic drugs, controlled substances, or precursor chemicals;
• counterfeit, replica, or copyright-infringing goods;
• unlicensed financial services, including unauthorised money services, virtual currency exchange, or securities dealing;
• consumer remittance services, payday lending, or merchant acquiring (these are outside Stefa Pay Inc.’s product scope);
• card issuance or payment processing on behalf of merchants (these are outside Stefa Pay Inc.’s product scope).

9.4 Stefa Pay Inc. reserves the right to add to, modify, or expand the Restricted Activities Standard at any time. Material changes will be communicated to the Client in accordance with Section 17.

9.5 If the Client conducts or attempts to conduct a transaction in violation of this Section 9, Stefa Pay Inc. may, without limiting other remedies available under this Agreement or applicable law:

• decline or reverse the transaction;
• freeze the Stefa Account or specific funds;
• suspend or terminate the Stefa Account;
• file a Suspicious Transaction Report with FINTRAC, a Terrorist Property Report, or other regulatory report;
• notify Banking Partners, correspondent institutions, and law-enforcement authorities;
• claim damages, costs, fees, and expenses from the Client;
• charge fees in accordance with the Fees Schedule.

9.6 It is the Client’s responsibility, not Stefa Pay Inc.’s, to ensure that the Client’s transactions comply with all applicable laws and regulations. The fact that Stefa Pay Inc. processes a transaction is not an endorsement of the legality of the underlying activity.

10. WITHDRAWING FUNDS

10.1 The Client may withdraw all or part of the funds held in the Stefa Account at any time, subject to applicable limits, Fees, and the requirements of this Agreement.

10.2 Withdrawals must be made to a payment account held in the Client’s name at a regulated financial institution. Stefa Pay Inc. does not process withdrawals to third-party accounts. Any attempt to withdraw to a third-party account will be treated as a potentially fraudulent act.

10.3 Stefa Pay Inc. may decline or delay withdrawals for compliance review, sanctions screening, transaction monitoring, source-of-funds verification, Banking Partner requirements, or where required by applicable law. Stefa Pay Inc. is not required to provide reasons for delays driven by compliance considerations.

10.4 Withdrawals are subject to applicable Fees and currency conversion charges as specified in the Fees Schedule.

10.5 The Client must ensure that withdrawal instructions contain accurate and complete beneficiary details. Stefa Pay Inc. is not liable for funds withdrawn to incorrect destinations due to inaccurate Client-provided information.

11. CURRENCY CONVERSION

11.1 The Client may convert funds held in the Stefa Account between supported currencies through the Personal Panel. Currency conversions are non-cash and executed at the rates published by Stefa Pay Inc. from time to time, plus applicable Fees.

11.2 Foreign exchange rates published by Stefa Pay Inc. are derived from market reference rates with a margin applied. Rates are subject to fluctuation and may change without notice.

11.3 Once a currency conversion order has been confirmed by the Client, the order is irrevocable.

11.4 The Client agrees not to use Stefa Pay Inc.’s services for speculative trading. Stefa Pay Inc.’s currency conversion services are intended to support the Client’s commercial payment and treasury needs.

11.5 Stefa Pay Inc. is not liable for losses arising from foreign exchange rate fluctuations or from conversions executed at the Client’s instruction.

12. SUSPENSION, TERMINATION, AND CLOSURE

12.1 The Client may close the Stefa Account at any time by submitting a closure request through the Personal Panel. Closure is subject to the satisfaction of all outstanding obligations under this Agreement and the completion of any pending transactions or compliance reviews.

12.2 Stefa Pay Inc. may terminate this Agreement and close the Stefa Account by giving the Client at least sixty (60) days’ prior written notice, sent by email or through the Personal Panel.

12.3 Notwithstanding paragraph 12.2, Stefa Pay Inc. may suspend, restrict, or terminate the Stefa Account immediately and without prior notice where:

• the Client is in breach of this Agreement, the Restricted Activities Standard, or any other applicable obligation;
• the Client has provided false, misleading, or incomplete information;
• the Client has failed or refused to provide information or documentation required for compliance purposes;
• Stefa Pay Inc. has reasonable grounds to suspect that the Stefa Account has been used, is being used, or is intended to be used in connection with money laundering, terrorist financing, sanctions evasion, fraud, or other criminal activity;
• the Client or any beneficial owner is identified on a sanctions list or as a terrorist entity;
• the Client is located in, or has migrated operations to, a Prohibited jurisdiction;
• continuation of the relationship is, in Stefa Pay Inc.’s reasonable judgement, inconsistent with the Company’s regulatory obligations, risk appetite, or Banking Partner arrangements;
• a Banking Partner declines to support the relationship;
• a regulatory authority directs or recommends termination;
• continuation would expose Stefa Pay Inc. to material financial-crime, legal, regulatory, or reputational risk.

12.4 Where Stefa Pay Inc. suspends, restricts, or terminates the Stefa Account, Stefa Pay Inc. will communicate operationally with the Client. Stefa Pay Inc. is prohibited under the PCMLTFA from disclosing whether a suspicion has been formed, an investigation is underway, or a regulatory report has been filed (the no-tipping-off prohibition); accordingly, Stefa Pay Inc. may not provide complete reasons for compliance-driven decisions.

12.5 Upon termination, the Client remains liable for all obligations relating to the Stefa Account that arose prior to termination. Stefa Pay Inc. will continue to retain Client records, including transaction history, for a minimum of five (5) years following termination, in accordance with the PCMLTFA.

12.6 Where the Stefa Account holds a balance at the time of closure, Stefa Pay Inc. will, subject to compliance review and applicable law, return the balance to the Client by transfer to a Client-named account at a regulated financial institution. Stefa Pay Inc. may apply withholding pending completion of compliance review and may decline to return funds where required by law (including freezing obligations under sanctions or terrorist property legislation).

12.7 If the Stefa Account is inactive for twelve (12) consecutive months, Stefa Pay Inc. may classify it as Dormant and may apply dormancy fees in accordance with the Fees Schedule. Stefa Pay Inc. may close Dormant accounts on additional notice to the Client.

13. FEES

13.1 The Client agrees to pay all Fees applicable to the Stefa Account and the services received, as specified in the Fees Schedule available on the Personal Panel and the Website.

13.2 Fees may include account maintenance fees, transaction fees, currency conversion margins, return fees, investigation fees, dormancy fees, and other charges. Specific Fees applicable to the Client’s tier and product set will be displayed in the Personal Panel.

13.3 Fees are deducted from the Stefa Account balance at the time the relevant service is provided. The Client authorises Stefa Pay Inc. to deduct Fees automatically. Where the balance in the relevant currency is insufficient, Stefa Pay Inc. may deduct from any other balance held in the Stefa Account, applying currency conversion at Stefa Pay Inc.’s prevailing rate.

13.4 Fees may be amended by Stefa Pay Inc. in accordance with Section 17. Changes to currency conversion margins and reference rates apply immediately and without prior notice; the Client may view current rates in the Personal Panel before authorising any conversion.

14. COMPLAINTS AND DISPUTE RESOLUTION

14.1 If the Client has a complaint about Stefa Pay Inc.’s services, the Client should submit the complaint in writing to compliance@stefa-pay.com, including the Client’s name, account number, the date the issue arose, the relevant transaction reference (if applicable), and a clear description of the complaint.

14.2 Stefa Pay Inc. acknowledges receipt of complaints within five (5) Business Days and aims to provide a substantive response within thirty (30) Business Days. Where additional time is required due to complexity, the Client will be notified.

14.3 Stefa Pay Inc.’s complaint-handling procedures are available on the Website.

14.4 Canada does not currently provide a federal financial services ombudsman with binding jurisdiction over Money Services Businesses. If the Client is not satisfied with Stefa Pay Inc.’s response to a complaint, the Client may pursue the complaint through the courts of the Province of Ontario, in accordance with Section 18 of this Agreement.

14.5 Stefa Pay Inc. participates in good faith in any voluntary dispute resolution mechanisms that may apply from time to time and will cooperate with regulatory enquiries by FINTRAC, the Financial Consumer Agency of Canada, or other competent authorities.

15. PERSONAL DATA AND PRIVACY

15.1 The processing of personal information of the Client and of natural persons connected to the Client (including beneficial owners, directors, signatories, and authorised representatives) is governed by the Privacy Policy, which forms part of this Agreement and is incorporated by reference.

15.2 Stefa Pay Inc. processes personal information in accordance with PIPEDA and applicable provincial privacy legislation. Stefa Pay Inc. is the personal information processing controller.

15.3 The Client agrees that Stefa Pay Inc. processes personal information for purposes including: customer due diligence and ongoing monitoring; transaction execution and reconciliation; sanctions and PEP screening; transaction monitoring; regulatory reporting (including STR, EFTR, LCTR, LVCTR, TPR filings); fraud prevention; record retention; and the provision and improvement of services.

15.4 Stefa Pay Inc. may disclose personal information to FINTRAC, Banking Partners, correspondent institutions, screening data providers (including ComplyAdvantage), identity verification providers (including SumSub), professional advisors, and law-enforcement and regulatory authorities, in accordance with PIPEDA and applicable law.

15.5 Where the Client transfers to Stefa Pay Inc. personal information of natural persons connected to the Client, the Client warrants that the Client has obtained all consents and provided all notices required under applicable privacy law, including PIPEDA.

15.6 The Client may exercise rights under PIPEDA (including access and correction rights) by contacting privacy@stefa-pay.com. Some rights may be limited where exercise would conflict with Stefa Pay Inc.’s regulatory obligations.

15.7 Personal information is retained for the periods required by the PCMLTFA (minimum five years from termination of the relationship or from the date of the relevant transaction, whichever is later) and thereafter securely destroyed.

16. LIABILITY

16.1 Stefa Pay Inc. is liable to the Client for unauthorised or incorrectly executed transactions only where the unauthorised or incorrect execution is directly attributable to Stefa Pay Inc.’s breach of this Agreement or its negligence, and where the Client has notified Stefa Pay Inc. without undue delay (and in any event within thirteen (13) months of the transaction date).

16.2 Stefa Pay Inc. is not liable where:

• the Client has compromised the security of the Stefa Account through intent or gross negligence;
• the Client has failed to notify Stefa Pay Inc. of suspected compromise, fraud, or unauthorised use;
• the Client has provided incorrect or incomplete payment instructions;
• the loss arises from circumstances beyond Stefa Pay Inc.’s reasonable control, including force majeure, regulatory action, sanctions, Banking Partner failure, internet or telecommunications outage, or pandemic;
• the loss arises from Stefa Pay Inc.’s compliance with legal or regulatory requirements (including freezing, refusing, or reporting transactions).

16.3 Stefa Pay Inc. is not liable for any indirect, consequential, incidental, special, or punitive losses, including (without limitation) loss of profit, loss of business, loss of goodwill or reputation, loss of opportunity, loss of revenue, or third-party loss, whether foreseeable or otherwise.

16.4 Stefa Pay Inc. is not liable for the legality, quality, safety, fitness, or any other aspect of the goods, services, or transactions underlying payments processed through the Stefa Account. Disputes between the Client and the Client’s counterparties must be resolved between those parties directly.

16.5 Stefa Pay Inc. is not liable for the assessment, payment, or remittance of any taxes, duties, or charges arising from transactions processed through the Stefa Account. The Client is responsible for its own tax compliance.

16.6 Authorised Push Payment Fraud — No Statutory Reimbursement. The Client acknowledges that, unlike certain other jurisdictions (notably the United Kingdom under the Payment Systems Regulator’s mandatory reimbursement scheme), Canada does not currently impose statutory reimbursement obligations on Money Services Businesses for losses arising from authorised push payment fraud. Where the Client is the victim of fraud or scam involving an authorised payment, Stefa Pay Inc. will:

• investigate the matter in good faith;
• assist the Client in tracing and (where possible) recovering funds;
• cooperate with law enforcement and the receiving institution;
• file regulatory reports as required. However, Stefa Pay Inc. has no statutory obligation to reimburse the Client and reimbursement decisions, where made, are at the Company’s discretion and on a case-by-case basis.

16.7 The Client agrees to indemnify and hold harmless Stefa Pay Inc., its directors, officers, employees, and agents from and against any claim, demand, loss, liability, cost, or expense (including reasonable legal fees, fines, and penalties) arising from or in connection with: the Client’s breach of this Agreement; the Client’s breach of any applicable law or regulation; the Client’s use or misuse of the Stefa Account; the Client’s failure to provide accurate information; or any third-party claim arising from the Client’s activities. This obligation survives termination of this Agreement.

16.8 Nothing in this Agreement excludes or limits Stefa Pay Inc.’s liability where exclusion or limitation is prohibited by applicable law.

17. CHANGES TO THIS AGREEMENT

17.1 Stefa Pay Inc. may amend this Agreement, the Fees Schedule, or other incorporated documents from time to time. Amendments will be communicated to the Client by email and through the Personal Panel.

17.2 Material amendments take effect sixty (60) days after notice to the Client. Non-material amendments, amendments favourable to the Client, and amendments required by law or regulation may take effect on shorter notice or immediately as Stefa Pay Inc. determines.

17.3 If the Client does not agree to an amendment, the Client may terminate this Agreement before the effective date of the amendment, in accordance with Section 12. Continued use of the Stefa Account after the effective date of an amendment constitutes acceptance of the amended terms.

17.4 Changes to currency conversion rates and reference rates apply immediately and without prior notice. Such changes are not amendments to this Agreement for the purposes of paragraph 17.2.

18. GENERAL PROVISIONS

18.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Client and Stefa Pay Inc. submit to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution of any dispute arising under or in connection with this Agreement.

18.2 Communication. Stefa Pay Inc. communicates with the Client in English. The Client must maintain a valid email address with the Stefa Account and check messages regularly. Communications by Stefa Pay Inc. through email or the Personal Panel are deemed received as set out in paragraph 5.4. The Client should retain copies of all communications from Stefa Pay Inc.

18.3 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without Stefa Pay Inc.’s prior written consent. Stefa Pay Inc. may assign or transfer its rights and obligations to any affiliate, successor, or assignee without consent, subject to applicable law.

18.4 No Waiver. Failure by Stefa Pay Inc. to enforce any provision of this Agreement does not constitute a waiver of that provision or of any subsequent enforcement.

18.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect to the maximum extent permitted by law.

18.6 No Third-Party Rights. This Agreement does not create rights enforceable by any person other than the Client and Stefa Pay Inc. The provisions of any third-party rights legislation are expressly excluded.

18.7 Force Majeure. Stefa Pay Inc. is not liable for any failure or delay in performance arising from causes beyond its reasonable control, including (without limitation) acts of God, war, terrorism, civil disturbance, governmental action, regulatory direction, sanctions, Banking Partner failure, internet or telecommunications outage, cyber-attack, or pandemic.

18.8 Entire Agreement. This Agreement, together with the Privacy Policy, the Terms of Use, the Fees Schedule, the Restricted Activities Standard (where binding on the Client), and any supplements or schedules expressly incorporated by reference, constitutes the entire agreement between the Client and Stefa Pay Inc. regarding the subject matter and supersedes all prior agreements and understandings.

18.9 Survival. Provisions of this Agreement that, by their nature, are intended to survive termination (including obligations relating to compliance, record retention, indemnification, liability, and governing law) survive termination of this Agreement.

19. CONTACT INFORMATION

Stefa Pay Inc. [Insert Toronto Address] Toronto, Ontario, Canada [Insert Postal Code]

FINTRAC MSB Registration Number: [Insert MSB Number]

General enquiries: info@stefa-pay.com Customer support: support@stefa-pay.com Privacy enquiries: privacy@stefa-pay.com Compliance enquiries: compliance@stefa-pay.com Complaints: compliance@stefa-pay.com Website: www.stefa-pay.com