Radilink Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions (these "Terms") govern access to and use of the website located at radilink.io, together with any related web or mobile applications (collectively, the "Platform") and the payment and virtual currency services described below (the "Services"), each provided by RADILINK PAYMENTS INC. ("Radilink," "we," "us," or "our"), a corporation incorporated under the laws of the Province of British Columbia, Canada (British Columbia Incorporation Number BC1580776), registered with FINTRAC as a Money Services Business (MSB Registration Number N300000928), with its registered office at 6th Floor, Suite 1, 777 Hornby St, Vancouver, BC V6Z 1S4, Canada.

By accessing the Platform or using the Services, you ("you" or the "Client," and together with Radilink, the "Parties") agree to be bound by these Terms. If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity, and "you" and "Client" refer to that entity.

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

Where a Client has entered into a separate, individually negotiated Business Payment Services Agreement and executed Fee Schedule with Radilink, that agreement governs the commercial relationship between the Parties, and these Terms apply in addition to, and are supplementary to, that agreement. In the event of a direct conflict between these Terms and a signed Business Payment Services Agreement, the signed agreement prevails solely with respect to the specific matter in conflict.

2. Eligibility and Nature of Services

2.1 Business Clients Only. The Services are available exclusively to business entities. Radilink does not offer the Services to individuals acting in a personal, household, or consumer capacity. By using the Services, you represent and warrant that you are acting in the course of business and not as a consumer.

2.2 Description of Services. Subject to these Terms and successful completion of onboarding, Radilink may provide: (a) cross-border electronic funds transfers in supported fiat currencies (including USD, EUR, and GBP, via SWIFT, SEPA, and Faster Payments/CHAPS respectively, and such other currencies and rails as Radilink may make available from time to time); (b) conversion and exchange of supported virtual currencies and stablecoins; (c) a segregated virtual IBAN, issued through Radilink's banking partner, for the receipt and transmission of funds; (d) access to the Platform for submitting and tracking payment instructions; and (e) account management support.

2.3 No Deposit-Taking. Radilink does not accept client funds as deposits. Funds held in a Client's payment account are held solely for the purpose of executing payment instructions on the Client's behalf and do not constitute Radilink's assets.

2.4 Availability. Radilink will use reasonable efforts to make the Platform available, but does not guarantee uninterrupted, error-free, or continuous availability, and may suspend the Platform for scheduled or emergency maintenance at its discretion.

3. Account Registration, KYC, and Security

3.1 Onboarding. Use of the Services requires completion of Radilink's onboarding process, including know-your-customer and know-your-business due diligence, identity verification of beneficial owners and authorized signatories, and sanctions and adverse media screening. Radilink may, in its sole discretion, decline to onboard any prospective client or approve any transaction.

3.2 Accuracy of Information. You must provide complete, accurate, and current information during onboarding and promptly notify Radilink of any material change, including changes in beneficial ownership, corporate structure, or regulatory status. You are solely responsible for the accuracy of all information and instructions you submit, including beneficiary account details, and Radilink has no obligation to verify the accuracy of beneficiary information beyond its own compliance screening.

3.3 Authorized Users and Credentials. You are responsible for controlling access to the Platform, safeguarding login credentials, and ensuring that only duly authorized individuals submit instructions on your behalf. You are responsible for all activity and instructions submitted through your account, whether or not authorized by you, except to the extent caused by Radilink's gross negligence or willful misconduct.

4. Fees and Charges

4.1 Fee Schedule. Fees applicable to your use of the Services are set out in your individually executed Fee Schedule or, where no such schedule has been executed, the standard fee schedule published on the Platform from time to time. Fees may include per-transaction charges, foreign exchange spreads, virtual currency conversion fees, and account or platform fees.

4.2 Inactivity and Account Maintenance Fee. If a Client's account remains dormant — meaning no login to the Platform and no payment instruction, deposit, withdrawal, or other account activity — for a continuous period of six (6) months or more, Radilink may charge a monthly account maintenance/inactivity fee against any balance remaining in the Client's payment account, provided that Radilink has first made reasonable attempts (being not fewer than three separate attempts, by email and/or other contact details on file, over a period of at least 30 days) to contact the Client to reactivate the account or resolve the dormancy. The inactivity fee will be disclosed in the applicable Fee Schedule or the standard published fee schedule and will not exceed, in any given month, the balance then remaining in the account. Radilink will not apply an inactivity fee retroactively for any period preceding the reasonable contact attempts described above. Where the account balance is reduced to zero as a result of accumulated inactivity fees, Radilink may close the account in accordance with Section 6.

4.3 Fee Changes. Radilink may amend any fee schedule, including by introducing new fees or amending the inactivity fee described in Section 4.2, on not less than thirty (30) days' prior written notice (which may be provided by email, Platform notification, or posting on the website). Continued use of the Services after the effective date of any fee amendment constitutes your acceptance of the revised fees.

4.4 Taxes. All fees are exclusive of applicable taxes, duties, and levies, which are your responsibility.

5. Execution of Payment Instructions; No Liability for Delay

5.1 Best-Efforts Execution. Radilink will use commercially reasonable efforts to process and transmit payment instructions promptly. However, Radilink does not guarantee any specific execution or settlement time, and settlement timelines communicated on the Platform or by Radilink personnel (including any estimated "T+0," "T+1," or similar timelines) are indicative only and not a contractual commitment.

5.2 Factors Outside Radilink's Control. Execution and settlement of payment instructions depend on third parties and systems outside Radilink's control, including correspondent and beneficiary banks, payment rail operators (such as SWIFT, SEPA, and Faster Payments/CHAPS), blockchain networks, banking-as-a-service and virtual IBAN providers, and identity verification and screening providers. Radilink is not responsible for, and shall have no liability arising from, any delay, failure, error, or loss caused or contributed to by any such third party or system.

5.3 Compliance-Related Delays and Rejections. Radilink may, at its sole discretion and without liability, place any payment instruction on hold, delay its execution, request additional information, decline to process it, or reject it outright, where Radilink reasonably determines this is necessary or advisable to comply with Applicable Law (as defined in Section 8), to complete sanctions or fraud screening, or to satisfy an internal risk or compliance review. Such holds, delays, and rejections may occur without advance notice, and Radilink is under no obligation to disclose the reason for any such hold, delay, or rejection, whether or not disclosure is separately prohibited by law (including under the PCMLTFA "tipping off" prohibition).

5.4 No Liability for Consequences of Delay or Non-Execution. To the fullest extent permitted by Applicable Law, Radilink shall not be liable for any loss, damage, cost, or expense — including any indirect, consequential, special, incidental, or punitive damages, or any loss of profit, revenue, business, contracts, anticipated savings, or goodwill — arising from or in connection with any delay in, or failure to complete, any payment instruction, regardless of the cause, including where the delay or failure results from third-party rail or banking partner failure, compliance screening or holds, Client error, network or system unavailability, or Force Majeure (as defined in Section 10).

5.5 Client Responsibility for Instruction Accuracy. Radilink bears no liability for any loss arising from incorrect, incomplete, fraudulent, or unauthorized payment instructions submitted using your account credentials. Once a payment instruction has been transmitted to a payment rail or banking partner for settlement, Radilink cannot guarantee that it can be recalled, reversed, or amended, and any recall or amendment is subject to the applicable rail's or partner's own rules, fees, and cooperation of the receiving institution.

6. Compliance, Suspension, and Account Closure

6.1 Regulatory Status. Radilink is registered as a money services business with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") and is a reporting entity under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA"). Radilink's ability to provide the Services is subject to Applicable Law, and these Terms are subject to Radilink's overriding obligation to comply with such law at all times.

6.2 Right to Suspend or Decline. Radilink may, in its sole discretion and without liability, decline to execute, or suspend, any payment instruction, and may suspend some or all Platform access for any account, where Radilink reasonably considers this necessary to: (a) comply with Applicable Law or guidance from FINTRAC, the Bank of Canada, or any other competent authority; (b) conduct enhanced due diligence, sanctions screening, or investigation of suspicious activity; (c) respond to a Ministerial Directive or equivalent regulatory instrument; or (d) manage Radilink's legal, regulatory, or reputational risk.

6.3 Right to Close Accounts for Regulatory Reasons. Radilink may suspend or terminate a Client's account and this Agreement with immediate effect and without liability, at any time and without the need for prior notice, where Radilink reasonably determines that: (a) continuing to provide the Services would violate Applicable Law, any regulatory requirement, or the terms of any licence or registration held by Radilink or its banking or service partners; (b) the Client's activity, risk profile, or counterparties create unacceptable regulatory, sanctions, or reputational risk; (c) the Client has failed to provide requested KYC or due diligence information within a reasonable time; or (d) a regulator, banking partner, or payment rail operator requires or requests that Radilink cease providing services to the Client. Radilink is not required to disclose the specific reason for any such suspension or closure where disclosure is prohibited by Applicable Law (including the PCMLTFA "tipping off" prohibition) or where disclosure would, in Radilink's reasonable judgment, compromise an ongoing investigation or Radilink's risk management.

6.4 Return of Funds on Closure. Where an account is closed under this Section 6, Radilink will return any funds remaining in the Client's payment account, net of any outstanding or accrued fees, within a reasonable time and by a method reasonably determined by Radilink, subject to: (a) completion of any applicable regulatory reporting or investigation; (b) any restriction imposed by a court, regulator, or law enforcement authority; and (c) satisfactory completion of any additional verification Radilink reasonably requires before releasing funds. Radilink may withhold any such funds for so long as reasonably necessary to complete the matters described in paragraphs (a) through (c), without advance notice to the Client. Radilink shall have no liability for any loss, howsoever arising, resulting from such withholding or from the timing of any such return of funds where the withholding or delay results from the matters described in this Section 6.4.

7. Data Protection and Privacy

Radilink collects, uses, and discloses personal information in accordance with its Privacy Policy, available at radilink.io/privacy-policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that Radilink is required by Applicable Law to collect, verify, retain, and, in certain circumstances, report certain personal and transactional information to FINTRAC and other authorities without notice to you.

8. Compliance Representations and Sanctions

You represent and warrant, on a continuing basis, that: (a) neither you nor any of your beneficial owners, directors, or authorized signatories is a designated person or entity under any applicable sanctions regime (including those administered by OFAC, the United Nations, or Canada); (b) all payment instructions you submit are for a legitimate business purpose consistent with your declared business activities; and (c) you will not use the Services to facilitate money laundering, terrorist financing, tax evasion, sanctions evasion, or any other unlawful activity. You agree to notify Radilink immediately of any change affecting the accuracy of these representations. "Applicable Law" means all applicable laws, regulations, rules, orders, directives, and regulatory guidance, including the PCMLTFA, the Retail Payment Activities Act, and any applicable sanctions legislation or Ministerial Directive.

9. Disclaimers and Limitation of Liability

9.1 Disclaimer of Warranties. The Platform and Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Law, Radilink disclaims all warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Platform will be uninterrupted, timely, secure, or error-free.

9.2 Exclusion of Consequential Loss. To the fullest extent permitted by Applicable Law, in no event will Radilink be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, business opportunity, contracts, anticipated savings, or goodwill, whether arising in contract, tort (including negligence), statute, or otherwise, and whether or not Radilink has been advised of the possibility of such damages, arising out of or in connection with these Terms, the Platform, or the Services.

9.3 Cap on Liability. To the fullest extent permitted by Applicable Law, Radilink's aggregate liability to you arising out of or in connection with these Terms, the Platform, or the Services in respect of any twelve-month period will not exceed the total fees actually paid by you to Radilink during that twelve-month period.

9.4 Exceptions. Nothing in this Section 9 limits or excludes Radilink's liability for fraud, or for any other liability that cannot lawfully be limited or excluded under Applicable Law.

9.5 Limitation Period. To the fullest extent permitted by Applicable Law, any claim or cause of action you may have arising out of or relating to these Terms, the Platform, or the Services must be commenced within one (1) year after the claim or cause of action arose, failing which it is permanently barred.

10. Force Majeure

Radilink will not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay arises from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government or regulatory action, changes in Applicable Law, epidemic or pandemic, failure or unavailability of telecommunications, internet, or power infrastructure, failure of any payment rail, banking partner, blockchain network, or third-party service provider, sovereign default, currency inconvertibility or exchange control action by any government or central bank, or any labour dispute (each, a "Force Majeure Event").

11. Indemnification

You agree to indemnify, defend, and hold harmless Radilink, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your violation of Applicable Law; (c) any inaccurate, incomplete, or fraudulent information or instruction you provide; or (d) your use of the Services, except to the extent caused by Radilink's gross negligence or willful misconduct.

12. Intellectual Property

The Platform, including all software, text, graphics, logos, and other content, is owned by or licensed to Radilink and is protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the purpose of using the Services in accordance with these Terms. You may not copy, modify, distribute, reverse-engineer, or create derivative works of the Platform without Radilink's prior written consent.

13. Term, Suspension, and Termination

13.1 Term. These Terms take effect when you first access the Platform or use the Services and continue until terminated in accordance with this Section 13.

13.2 Termination for Convenience. You may terminate these Terms at any time by ceasing to use the Services and providing written notice to Radilink. Radilink may terminate these Terms, or your access to the Platform, on not less than thirty (30) days' written notice for any reason not otherwise addressed in Section 6.

13.3 Immediate Termination. Either Party may terminate these Terms with immediate effect if the other Party materially breaches these Terms and fails to remedy the breach within fifteen (15) Business Days of receiving written notice, or becomes insolvent or subject to analogous insolvency proceedings. Radilink may additionally terminate or suspend these Terms immediately in the circumstances described in Section 6.

13.4 Survival. Sections 4 (Fees, to the extent of amounts accrued), 5 (No Liability for Delay), 6.4 (Return of Funds), 7 (Data Protection), 9 (Disclaimers and Limitation of Liability), 11 (Indemnification), 12 (Intellectual Property), and 16 (Governing Law and Dispute Resolution) survive termination of these Terms.

14. Amendments to These Terms

Radilink may amend these Terms at any time. Radilink will provide notice of any material amendment by posting the updated Terms on the Platform with a revised "Last Updated" date, and, where reasonably practicable, by additional notice such as an email or Platform notification, not less than thirty (30) days before the amendment takes effect. No signature, explicit acceptance, or other affirmative approval from you is required for an amendment to become effective. Your continued access to the Platform or use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to stop using the Services and, where applicable, request closure of your account before the amendment takes effect.

Notwithstanding the foregoing, where an amendment is required to comply with Applicable Law, a regulator's direction, or the requirements of a banking, payment rail, or infrastructure partner, Radilink may make that amendment effective immediately or on such shorter notice as is reasonably practicable in the circumstances.

15. General Provisions

15.1 Entire Agreement. These Terms, together with the Privacy Policy and any signed Business Payment Services Agreement and Fee Schedule, constitute the entire agreement between you and Radilink with respect to their subject matter and supersede all prior agreements, representations, and understandings on that subject matter.

15.2 Assignment. You may not assign or transfer any right or obligation under these Terms without Radilink's prior written consent. Radilink may assign these Terms, in whole or in part, to an affiliate or to a successor entity in connection with a merger, acquisition, financing, or sale of all or part of its business, on notice to you.

15.3 No Waiver. Radilink's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

15.4 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

15.5 Notices. Notices to Radilink must be sent to the contact details in Section 17. Notices to you may be sent to the email address or Platform contact information associated with your account.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Any dispute arising out of or in connection with these Terms that cannot be resolved by good-faith negotiation within thirty (30) days will be referred to binding arbitration in Vancouver, British Columbia, before a single arbitrator, in accordance with the Arbitration Act (British Columbia). Nothing in this Section 16 prevents either Party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

Class Action Waiver. To the fullest extent permitted by Applicable Law, any arbitration or proceeding arising out of or relating to these Terms will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action, and you waive any right to participate in a class, collective, or representative proceeding against Radilink.

17. Contact Us

If you have questions about these Terms, please contact us at:

RADILINK PAYMENTS INC. 6th Floor, Suite 1, 777 Hornby St, Vancouver, BC V6Z 1S4, Canada Email: compliance@radilink.io