Terms and Conditions
Version 1.0 | Effective: April 2026 | FINTRAC MSB: 1001308627
1. Definitions
In these Terms and Conditions (the “Agreement”), unless the context otherwise requires, the following terms shall have the meanings set out below:
| Term | Definition |
|---|---|
| Agreement | These Terms and Conditions, together with all schedules, annexes, and documents incorporated by reference, as amended from time to time. |
| Authorised User | Any natural person designated by the Client in writing to access the Platform and execute Transactions on behalf of the Client. |
| Business Day | Any day other than a Saturday, Sunday, or public holiday in the Province of Ontario, Canada. |
| Client | The legal entity that has entered into this Agreement with Glacierpay and has been approved through the KYB onboarding process. |
| Confidential Information | All non-public information disclosed by either Party to the other, whether orally, in writing, or electronically, including trade secrets, business strategies, financial data, client lists, proprietary technology, and transaction details. |
| Digital Assets | Cryptographic tokens and virtual currencies supported by Glacierpay, including but not limited to Bitcoin (BTC), Ethereum (ETH), Tether (USDT), USD Coin (USDC), Solana (SOL), and Ripple (XRP). |
| Effective Date | The date on which the Client’s KYB onboarding is approved and this Agreement becomes binding. |
| EMI Partner | BCB Group, the Electronic Money Institution through which Glacierpay processes fiat currency settlements within the European Union. |
| Fee Schedule | The schedule of fees and charges applicable to the Services, as provided to the Client separately and as amended from time to time. |
| Fiat Currency | Government-issued legal tender currencies, including but not limited to USD, EUR, GBP, CAD, and AED. |
| FINTRAC | The Financial Transactions and Reports Analysis Centre of Canada. |
| Force Majeure Event | Any event beyond the reasonable control of the affected Party, as described in Section 17. |
| Glacierpay | Glacierpay Inc., a corporation incorporated under the laws of Ontario, Canada, registered with FINTRAC as a Money Services Business (Registration No. 1001308627). |
| KYB | Know Your Business — the due diligence and verification procedures required before a business relationship is established. |
| Party / Parties | Glacierpay and/or the Client, individually or collectively as the context requires. |
| Platform | Glacierpay’s trading interface, communication channels, APIs, and related systems through which Services are accessed and Transactions executed. |
| Prohibited Jurisdiction | Any country, territory, or region listed in Section 2.3 of this Agreement. |
| Quote | A price quotation provided by Glacierpay for the purchase or sale of Digital Assets, valid for the period specified in Section 5.2. |
| Services | The OTC fiat-to-crypto conversion, crypto-to-fiat conversion, and payment processing services provided by Glacierpay as described in Section 3. |
| Supported Networks | The blockchain networks on which Glacierpay supports transactions: ERC-20 (Ethereum), TRC-20 (Tron), Native BTC (Bitcoin), SOL (Solana), and BNB Chain. |
| Transaction | Any trade, conversion, transfer, or payment processed through the Services. |
| Wallet Address | A blockchain address designated by the Client or Glacierpay for the receipt or transmission of Digital Assets. |
2. Eligibility & Onboarding
2.1 Eligible Clients
Glacierpay provides Services exclusively to business-to-business (“B2B”) clients. Individual consumers and retail investors are not eligible to use the Services. To be eligible, a prospective Client must:
- Be a duly incorporated, registered, or otherwise legally established entity under the laws of its jurisdiction of formation;
- Have full legal capacity and authority to enter into this Agreement and perform its obligations hereunder;
- Designate at least one Authorised User who is an authorised signatory of the Client, empowered to bind the Client to Transactions;
- Not be incorporated, domiciled, or operating primarily in any Prohibited Jurisdiction;
- Not be engaged in any Prohibited Activity as defined in Section 9;
- Not be owned or controlled, directly or indirectly, by any person or entity subject to sanctions administered by OFAC, the European Union, the United Nations, or other applicable sanctions authorities.
2.2 Know Your Business (KYB) Requirements
Prior to the establishment of any business relationship or the execution of any Transaction, each prospective Client must successfully complete Glacierpay’s KYB onboarding process. This process includes, but is not limited to:
- Submission of corporate documentation, including certificate of incorporation, articles of association, and current business registry extract;
- Identification and verification of all Ultimate Beneficial Owners (“UBOs”) holding, directly or indirectly, twenty-five percent (25%) or more of shares, voting rights, or ownership interest;
- Identification and verification of all Authorised Users and signatories;
- Provision of financial information, including audited financial statements, bank statements, and expected transaction volumes;
- Completion of sanctions screening, PEP screening, and adverse media checks;
- Risk assessment and classification by Glacierpay’s Compliance team.
Glacierpay reserves the absolute right to decline any application, request additional documentation, or impose conditions on the business relationship at its sole discretion, without obligation to provide reasons.
2.3 Prohibited Jurisdictions
Glacierpay shall not establish or maintain business relationships with, or process Transactions for or on behalf of, entities incorporated, domiciled, or primarily operating in any of the following jurisdictions:
| Jurisdiction | Sanctions Basis |
|---|---|
| North Korea (DPRK) | OFAC, EU, UN comprehensive sanctions |
| Iran | OFAC, EU, UN comprehensive sanctions |
| Syria | OFAC, EU comprehensive sanctions |
| Cuba | OFAC comprehensive sanctions |
| Crimea / Donetsk / Luhansk | OFAC, EU sanctions (Russian-occupied territories) |
| Myanmar | OFAC, EU targeted sanctions |
| Russia | OFAC, EU comprehensive sanctions |
| Belarus | OFAC, EU targeted sanctions |
| Somalia | OFAC, UN sanctions |
| South Sudan | OFAC, UN sanctions |
| Yemen | OFAC, UN sanctions |
| Afghanistan | OFAC sanctions |
| Venezuela | OFAC selective sanctions |
This list is subject to change without notice as sanctions regimes are updated. Glacierpay monitors applicable sanctions lists on an ongoing basis and may add or remove jurisdictions at its sole discretion.
3. Services Description
Subject to the terms and conditions of this Agreement, Glacierpay provides the following Services to approved Clients:
3.1 OTC Fiat-to-Crypto Conversion
Glacierpay facilitates the over-the-counter purchase of Digital Assets in exchange for Fiat Currency. The Client remits Fiat Currency via bank wire transfer to a designated settlement account, and upon confirmation of receipt and completion of all compliance checks, Glacierpay delivers the agreed quantity of Digital Assets to the Client’s designated Wallet Address on a Supported Network.
3.2 OTC Crypto-to-Fiat Conversion
Glacierpay facilitates the over-the-counter sale of Digital Assets in exchange for Fiat Currency. The Client transmits Digital Assets to a Glacierpay-designated Wallet Address, and upon confirmation of receipt on the blockchain and completion of all compliance checks, Glacierpay remits the agreed Fiat Currency amount to the Client’s designated bank account via wire transfer.
3.3 Payment Processing
Glacierpay provides payment processing services that enable Clients to send and receive payments involving Digital Assets and Fiat Currency. Payment processing is facilitated through Glacierpay’s Platform and, where applicable, through its EMI Partner, BCB Group, for fiat settlement within the European Union.
- Supported Digital Assets: BTC, ETH, USDT, USDC, SOL, XRP.
- Supported Networks: ERC-20, TRC-20, Native BTC, SOL, BNB Chain.
- Glacierpay may add or discontinue support for specific Digital Assets or Networks at any time, with reasonable notice to Clients.
4. Account Registration & Security
4.1 Account Credentials
Upon successful completion of the KYB onboarding process, the Client shall be provided with access credentials for the Platform. The Client is solely responsible for:
- Maintaining the confidentiality and security of all account credentials, including usernames, passwords, API keys, and authentication tokens;
- Ensuring that credentials are not shared with, or accessible to, any person who is not an Authorised User;
- Immediately notifying Glacierpay of any suspected or actual unauthorised access to, or use of, the Client’s account.
4.2 Multi-Factor Authentication
Glacierpay requires all Authorised Users to enable and maintain multi-factor authentication (“MFA”) on their accounts. MFA must be activated prior to the execution of any Transaction. Glacierpay reserves the right to restrict account access where MFA is not enabled or has been disabled.
4.3 Authorised Users
The Client shall provide Glacierpay with a written list of Authorised Users, specifying each user’s full legal name, role, contact details, and scope of authorisation (e.g., trading authority, view-only access). The Client must promptly notify Glacierpay in writing of any changes to its Authorised Users, including additions, removals, or modifications to authorisation scope.
Glacierpay shall be entitled to rely on any instruction received from an Authorised User as being duly authorised by the Client.
4.4 Liability for Unauthorised Access
The Client shall be solely liable for all Transactions executed, instructions given, and actions taken through its account, whether or not actually authorised by the Client, except where such access results directly from Glacierpay’s gross negligence or wilful misconduct. Glacierpay shall have no liability for any losses, damages, or costs arising from the Client’s failure to maintain adequate security of its account credentials.
5. Trading Terms
5.1 Order Placement
Orders may be placed by Authorised Users through the Platform or via other communication channels approved by Glacierpay (including secure messaging and email to designated trading desks). Each order shall specify:
- The Digital Asset to be bought or sold;
- The quantity or Fiat Currency equivalent;
- The desired settlement currency (Fiat or Digital Asset);
- The destination Wallet Address (for crypto settlement) or bank account details (for fiat settlement);
- The preferred Supported Network for crypto delivery.
5.2 Quote Validity & Execution
Upon receipt of an order request, Glacierpay shall provide a Quote specifying the exchange rate and applicable fees. Quotes are valid for thirty (30) seconds from the time of issuance. If the Client does not confirm acceptance within this period, the Quote shall expire and a new Quote must be requested.
Acceptance of a Quote by the Client constitutes a binding and irrevocable commitment to execute the Transaction at the quoted rate, subject to completion of applicable compliance checks and receipt of the Client’s funds.
5.3 Transaction Limits
| Limit Type | Amount (USD Equivalent) |
|---|---|
| Minimum Transaction Size | $10,000 |
| Maximum Transaction Size (per trade) | $1,000,000 |
| Maximum Daily Volume (per Client) | $5,000,000 |
| Maximum Monthly Volume (per Client) | $50,000,000 |
Transaction limits may be adjusted on a per-Client basis, subject to enhanced due diligence, compliance approval, and written agreement between the Parties. Glacierpay reserves the right to modify these limits at any time with thirty (30) days’ prior written notice to the Client.
5.4 Settlement Timelines
Glacierpay targets settlement within the following timelines:
- Crypto-to-fiat: T+0 to T+1 (same Business Day to next Business Day) from confirmed receipt of Digital Assets;
- Fiat-to-crypto: T+0 to T+1 from confirmed receipt and clearance of Fiat Currency funds;
- Payment processing: Timelines vary based on payment corridor and method; specific timelines are communicated per Transaction.
Settlement timelines are indicative and subject to completion of compliance checks, banking partner processing times, and blockchain network congestion. Glacierpay shall not be liable for delays attributable to third parties, regulatory holds, or Force Majeure Events.
6. Fees & Charges
The Client shall pay all fees and charges as set out in the Fee Schedule provided to the Client upon onboarding. The Fee Schedule is incorporated into this Agreement by reference.
Fees are structured as follows:
- Trading Fees:Volume-tiered trading fees applied to each Transaction, expressed as a percentage of the Transaction value. Specific rates are set out in the Fee Schedule and may vary based on the Client’s aggregate monthly trading volume;
- Wire Transfer Fees: Twenty-five US dollars ($25.00) per domestic wire transfer and forty-five US dollars ($45.00) per international wire transfer, or such other amounts as specified in the Fee Schedule;
- Blockchain Network Fees: Actual network (gas) fees incurred for on-chain transactions, passed through to the Client at cost;
- Additional Fees: Expedited settlement fees, account maintenance fees, and other charges as specified in the Fee Schedule.
Glacierpay reserves the right to modify the Fee Schedule at any time upon thirty (30) days’ prior written notice to the Client. Continued use of the Services after the effective date of any fee modification constitutes acceptance of the revised fees.
All fees are exclusive of applicable taxes, duties, and levies, which shall be borne by the Client.
7. Settlement & Payment
7.1 Fiat Settlement
Fiat Currency settlements are processed via bank wire transfer to the Client’s designated and verified bank account. The Client must ensure that the receiving bank account is held in the Client’s legal name and has been verified through Glacierpay’s KYB process. Glacierpay does not process settlements to third-party bank accounts unless expressly agreed in writing and subject to enhanced due diligence.
Fiat settlements within the European Union are facilitated through Glacierpay’s EMI Partner, BCB Group, in accordance with applicable payment services regulations.
7.2 Crypto Settlement
Digital Asset settlements are transmitted to the Client’s designated Wallet Address on the agreed Supported Network. The Client is solely responsible for:
- Providing a valid and correct Wallet Address compatible with the specified Supported Network;
- Ensuring the Wallet Address is capable of receiving the specified Digital Asset on the specified Network;
- Verifying the accuracy of the Wallet Address prior to confirming the Transaction.
Warning:Glacierpay shall not be liable for any loss of Digital Assets resulting from the Client’s provision of an incorrect, invalid, or incompatible Wallet Address. The Client acknowledges that Digital Assets sent to an incorrect address may be permanently irrecoverable.
7.3 Irreversibility of Blockchain Transactions
The Client acknowledges and agrees that blockchain transactions are inherently irreversible once confirmed on the applicable network. Glacierpay cannot reverse, cancel, or modify a blockchain transaction after it has been broadcast. The Client bears full responsibility for ensuring the accuracy of all Transaction details, including Wallet Addresses and Network selection, prior to confirmation.
8. Representations & Warranties
By entering into this Agreement and using the Services, the Client represents and warrants to Glacierpay, on an ongoing basis, that:
- The Client is a duly incorporated, validly existing, and in good standing legal entity under the laws of its jurisdiction of formation;
- The execution, delivery, and performance of this Agreement have been duly authorised by all necessary corporate action;
- The person executing this Agreement on behalf of the Client is duly authorised to do so;
- This Agreement constitutes the legal, valid, and binding obligation of the Client, enforceable in accordance with its terms;
- All funds, Digital Assets, and property used in connection with the Services are derived from legitimate sources and are not the proceeds of any unlawful activity, including money laundering, fraud, corruption, tax evasion, sanctions evasion, or any other financial crime;
- Neither the Client, nor any of its directors, officers, UBOs, or Authorised Users, is a person or entity subject to sanctions administered by OFAC, the European Union, the United Nations, OSFI (Canada), or any other applicable sanctions authority;
- Neither the Client, nor any of its directors, officers, UBOs, or Authorised Users, is located in, incorporated in, or a resident of any Prohibited Jurisdiction;
- The Client is in compliance with all applicable laws, regulations, and rules of its jurisdiction of formation and each jurisdiction in which it operates, including without limitation all applicable AML/CFT, sanctions, tax, securities, and data protection laws;
- All information provided to Glacierpay during the KYB onboarding process and on an ongoing basis is true, accurate, complete, and not misleading in any material respect;
- The Client will promptly notify Glacierpay of any material change to any of the foregoing representations and warranties.
The representations and warranties set out in this Section are deemed to be repeated on the date of each Transaction.
9. Prohibited Activities
The Client shall not use, or permit any person to use, the Services for or in connection with any of the following prohibited activities:
- Money laundering: The concealment, disguise, conversion, transfer, or removal of criminal property, or the acquisition, use, or possession of criminal property;
- Terrorist financing: The provision, collection, or use of funds or property with the intention or knowledge that they will be used, in whole or in part, to carry out a terrorist act;
- Sanctions evasion: Any activity intended to circumvent or evade sanctions imposed by OFAC, the European Union, the United Nations, OSFI (Canada), or any other applicable sanctions authority;
- Market manipulation: Any activity intended to artificially influence the price of any Digital Asset, Fiat Currency, or other financial instrument, including wash trading, spoofing, layering, or pump-and-dump schemes;
- Structuring: The deliberate breaking up of Transactions into smaller amounts to avoid reporting thresholds, due diligence requirements, or Transaction limits;
- Fraud: Any fraudulent activity, including identity theft, misrepresentation, phishing, or social engineering;
- Tax evasion: Any activity intended to unlawfully evade tax obligations in any jurisdiction;
- Gambling and online betting: Using the Services to process payments for, or in connection with, gambling, online betting, lotteries, or similar activities;
- Adult entertainment: Using the Services to process payments for, or in connection with, adult entertainment or pornographic content;
- Weapons and arms dealing: Using the Services to process payments for, or in connection with, the sale, purchase, or distribution of weapons, ammunition, explosives, or military equipment;
- Cannabis and controlled substances: Using the Services to process payments for, or in connection with, the sale, purchase, or distribution of cannabis, narcotics, or other controlled substances;
- Shell companies: Using the Services through or on behalf of shell companies with no substantive business operations;
- Nested MSBs:Using the Services to operate or facilitate an unlicensed money services business, or permitting third parties to access the Services through the Client’s account (nesting);
- Construction: Using the Services to process payments for, or in connection with, the construction industry due to heightened corruption and money laundering risk;
- Darknet marketplaces: Using the Services for transactions originating from, destined for, or connected to darknet marketplaces, mixing/tumbling services, or other anonymisation services;
- Any other unlawful activity: Any other activity that violates applicable laws, regulations, or this Agreement.
Where Glacierpay suspects or determines that a Client has engaged in or attempted to engage in any Prohibited Activity, Glacierpay may immediately suspend or terminate the Client’s account, block pending Transactions, and report the activity to applicable regulatory authorities and law enforcement, without prior notice to the Client.
10. Compliance Obligations
The Client acknowledges and agrees that:
- The Client is solely responsible for its own compliance with all applicable AML/CFT, sanctions, tax, and regulatory requirements in its jurisdiction of formation and each jurisdiction in which it operates;
- Where required by applicable law, the Client shall establish, implement, and maintain its own anti-money laundering and counter-terrorist financing compliance programme;
- The Client shall cooperate fully and promptly with Glacierpay’s reasonable requests for information and documentation, including for the purposes of ongoing due diligence, periodic reviews, and regulatory inquiries;
- The Client shall promptly provide Glacierpay with updated KYB documentation upon any material change to its corporate structure, beneficial ownership, business activities, or risk profile, and in any event upon Glacierpay’s request;
- The Client shall promptly notify Glacierpay if any of its directors, officers, UBOs, or Authorised Users becomes a Politically Exposed Person or becomes subject to sanctions;
- Failure to comply with this Section shall constitute a material breach of this Agreement, entitling Glacierpay to immediate termination and such other remedies as may be available.
11. Intellectual Property
All intellectual property rights in and to the Platform, including but not limited to software, source code, algorithms, databases, user interfaces, trademarks, service marks, trade names, logos, domain names, and all related documentation and materials, are and shall remain the exclusive property of Glacierpay or its licensors.
Subject to the Client’s compliance with this Agreement, Glacierpay grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the purpose of receiving the Services during the term of this Agreement.
The Client shall not:
- Copy, modify, adapt, reverse-engineer, decompile, disassemble, or create derivative works of the Platform or any part thereof;
- Remove, alter, or obscure any proprietary notices, labels, or markings on the Platform;
- Use any Glacierpay trademark, logo, or trade name without prior written consent;
- Use the Platform for any purpose other than as expressly permitted under this Agreement.
12. Confidentiality
Each Party agrees to hold in strict confidence all Confidential Information received from the other Party and not to disclose, publish, or otherwise reveal any Confidential Information to any third party, except as expressly permitted herein.
The receiving Party may disclose Confidential Information:
- To its directors, officers, employees, contractors, and professional advisors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less restrictive than those set out herein;
- To the extent required by applicable law, regulation, court order, or directive of a governmental or regulatory authority, provided that (where legally permissible) the receiving Party gives the disclosing Party prompt written notice and cooperates to minimise the scope of disclosure;
- To the extent required for the performance of this Agreement, including to banking partners, the EMI Partner, and compliance service providers.
The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was known to the receiving Party prior to disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is rightfully received from a third party without restriction.
The obligations of confidentiality under this Section shall survive termination of this Agreement for a period of two (2) years.
13. Limitation of Liability
13.1 Liability Cap
To the maximum extent permitted by applicable law, Glacierpay’s total aggregate liability to the Client for all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the lesser of:
- The total fees paid by the Client to Glacierpay during the twelve (12) month period immediately preceding the event giving rise to the claim; or
- The value of the specific Transaction giving rise to the claim.
13.2 Exclusion of Certain Damages
In no event shall Glacierpay be liable to the Client for any:
- Indirect, incidental, special, consequential, or punitive damages;
- Loss of profits, revenue, business, goodwill, or anticipated savings;
- Loss of data or interruption of business;
- Damages arising from the Client’s reliance on the Services or any information provided through the Platform.
13.3 Specific Exclusions
Without limiting the generality of the foregoing, Glacierpay shall have no liability for losses, damages, or costs arising from or in connection with:
- Market movements: Fluctuations in the price or value of any Digital Asset or Fiat Currency, including between the time of Quote acceptance and settlement;
- Blockchain delays or failures: Network congestion, blockchain reorganisations, forks, protocol changes, or the failure or unavailability of any blockchain network;
- Third-party failures: The acts, omissions, insolvency, or default of any banking partner, EMI Partner, custodian, liquidity provider, exchange, or other third-party service provider;
- Force Majeure Events: As described in Section 17;
- Client errors: Incorrect Wallet Addresses, wrong Network selection, or other errors attributable to the Client;
- Regulatory actions: Seizure, freezing, or forfeiture of funds or Digital Assets by any governmental or regulatory authority.
14. Indemnification
The Client shall indemnify, defend, and hold harmless Glacierpay and its directors, officers, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:
- Any breach or alleged breach by the Client of this Agreement, including any representation or warranty;
- Any misrepresentation by the Client, whether in connection with the KYB onboarding process or otherwise;
- Any violation by the Client of applicable laws, regulations, or rules, including AML/CFT, sanctions, tax, or securities laws;
- Any Prohibited Activity conducted by or through the Client’s account;
- Any claim by a third party arising from the Client’s use of the Services;
- Any failure by the Client to maintain adequate account security as required by Section 4.
The indemnification obligations under this Section shall survive termination of this Agreement.
15. Term & Termination
15.1 Term
This Agreement commences on the Effective Date and shall continue on a month-to-month basis until terminated by either Party in accordance with this Section.
15.2 Termination for Convenience
Either Party may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other Party.
15.3 Termination for Cause
Glacierpay may terminate this Agreement immediately, without prior notice, if:
- The Client breaches any material provision of this Agreement;
- Glacierpay suspects or determines that the Client has engaged in any Prohibited Activity;
- The Client or any of its directors, officers, UBOs, or Authorised Users becomes subject to sanctions;
- Glacierpay has reasonable grounds to suspect money laundering, terrorist financing, or other financial crime in connection with the Client’s account;
- Glacierpay is required to terminate the relationship by applicable law, regulation, or order of a governmental or regulatory authority;
- The Client becomes insolvent, enters receivership, administration, or bankruptcy proceedings, or makes an assignment for the benefit of creditors;
- The Client fails to provide requested KYB documentation or cooperate with compliance inquiries within a reasonable timeframe.
15.4 Effect of Termination
Upon termination of this Agreement:
- The Client’s access to the Platform and Services shall be suspended and subsequently revoked;
- Glacierpay shall use commercially reasonable efforts to complete any pending Transactions that were fully confirmed and funded prior to the date of termination, subject to applicable compliance requirements;
- Glacierpay shall return to the Client any funds or Digital Assets held on the Client’s behalf, minus any outstanding fees, charges, or amounts owed to Glacierpay, within thirty (30) Business Days of termination;
- Where termination results from suspected money laundering, terrorist financing, sanctions violations, or other financial crime, Glacierpay may freeze funds pending regulatory guidance and shall not be liable for any delays in returning funds;
- All licences granted under this Agreement shall immediately terminate;
- Sections 1, 8, 9, 12, 13, 14, 16, 19, and 20 shall survive termination.
16. Dispute Resolution
In the event of any dispute, claim, or controversy arising out of or in connection with this Agreement (a “Dispute”), the Parties agree to the following resolution procedure:
- Negotiation: The Parties shall first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each Party. Either Party may initiate this process by delivering written notice of the Dispute to the other Party. The Parties shall have thirty (30) days from the date of such notice to reach a resolution;
- Mediation: If the Dispute is not resolved through negotiation within the thirty (30) day period, either Party may refer the Dispute to mediation administered by a mutually agreed mediator in Toronto, Ontario. The costs of mediation shall be borne equally by the Parties;
- Litigation: If the Dispute is not resolved through mediation within sixty (60) days of referral, either Party may submit the Dispute to the courts of the Province of Ontario, Canada, which shall have exclusive jurisdiction.
Each Party shall bear its own legal costs and expenses in connection with any Dispute, unless the court determines that a claim was frivolous or vexatious, in which case the unsuccessful Party shall bear the reasonable legal costs of the other Party.
Nothing in this Section shall prevent either Party from seeking interim injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of a Dispute.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event.
A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to:
- Blockchain network congestion, forks, protocol changes, or outages;
- Changes in applicable laws, regulations, or regulatory requirements;
- Exchange outages, suspensions, or insolvencies;
- Natural disasters, including earthquakes, floods, hurricanes, and volcanic eruptions;
- Epidemics, pandemics, and public health emergencies;
- Government actions, including sanctions, embargoes, seizures, and regulatory orders;
- Wars, armed conflicts, terrorism, civil unrest, and insurrections;
- Cyberattacks, hacking, distributed denial-of-service attacks, and critical infrastructure failures;
- Failure or disruption of banking systems, payment networks, or telecommunications infrastructure;
- Acts or omissions of third-party service providers beyond Glacierpay’s reasonable control.
The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects and resume performance. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate this Agreement upon written notice.
18. Amendments
Glacierpay reserves the right to amend, modify, or update this Agreement at any time. Glacierpay shall provide the Client with thirty (30) days’ prior written notice of any material amendment, including by posting the amended Agreement on the Glacierpay website (glacier-pay.com) and/or by email notification.
Continued use of the Services after the effective date of any amendment constitutes the Client’s acceptance of the amended Agreement. If the Client does not agree to the amended terms, the Client must terminate this Agreement in accordance with Section 15.2 prior to the effective date of the amendment.
Non-material amendments, including corrections, clarifications, and formatting changes, may be made without prior notice.
19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.
The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution of any Dispute arising out of or in connection with this Agreement, subject to the dispute resolution procedure set out in Section 16.
20. General Provisions
20.1 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.
20.2 Entire Agreement
This Agreement, together with the Fee Schedule, the Privacy Policy, and all other documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, with respect to such subject matter.
20.3 Waiver
No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver shall be effective unless made in writing and signed by the waiving Party.
20.4 Assignment
The Client shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Glacierpay. Glacierpay may assign this Agreement to any affiliate or successor entity without the Client’s consent, provided that such assignee assumes all of Glacierpay’s obligations hereunder. Any purported assignment in violation of this Section shall be null and void.
20.5 Notices
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given:
- When delivered personally;
- When sent by email to the address specified below (with confirmation of receipt);
- One (1) Business Day after deposit with a nationally recognised overnight courier service; or
- Three (3) Business Days after mailing by registered or certified mail, return receipt requested, postage prepaid.
Notices to Glacierpay shall be addressed to:
Glacierpay Inc.
Province of Ontario, Canada
Email: [email protected]
Attention: Legal Department
Notices to the Client shall be addressed to the contact information provided during the KYB onboarding process or as subsequently updated in writing.
21. Contact Information
For questions, concerns, or inquiries regarding these Terms and Conditions, the Client may contact Glacierpay through the following channels:
| Purpose | Contact |
|---|---|
| General Inquiries | [email protected] |
| Compliance & KYB | [email protected] |
| Legal | [email protected] |
| Website | glacier-pay.com |
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