Terms & Conditions

These Terms and Conditions (“Terms”) establish the agreement between Apus Technology Inc. (“Apus,” “us,” “our,” or “we”) and any entity (“you,” “your,” or “Customer”) that accesses or utilizes Apus Services. In these Terms, both the Customer and Apus are individually referred to as a “Party” and collectively as the “Parties.”

Prior to using the Services, you are required to register with Apus and create an Apus Profile. Your Apus Profile grants you access to the Services through the Apus Web Platform.

  1. 1.1. In these Terms:
    1. 1.1.1. References to individuals include persons, corporations (wherever incorporated), joint ventures, unincorporated associations, partnerships, or any governmental body.
    2. 1.1.2. Headings are inserted for convenience only and do not impact the construction or interpretation of the Terms.
    3. 1.1.3. The use of singular includes the plural, and the use of plural includes the singular. Additionally, the use of any gender includes all genders.
    4. 1.1.4. Any reference to Applicable Law or other legislative provisions encompasses any amendments, modifications, consolidations, or re-enactments thereof.
    5. 1.1.5. If a body is replaced by another organization, the reference to that body shall be deemed to include the replacement organization. Similarly, if a body ceases to exist, the reference shall be deemed to include the organization that most substantially serves the same purpose or functions.
    6. 1.1.6. Phrases introduced by words such as “including,” “includes,” “in particular,” “for example,” or similar are illustrative and not limited to the general words.
    7. 1.1.7. Any obligation not to do something also includes an obligation not to allow, permit, or cause that thing to be done.
  2. 1.2. For the purpose of these Terms, capitalized terms have the following definitions:
    1. 1.2.1. Account refers to the Apus account created upon your access to the Platform. It should not be confused with a bank account.
    2. 1.2.2. Account Information encompasses all necessary details provided by you to Apus for opening an Account. This includes, but is not limited to, know-your-customer (KYC) information, anti-money laundering (AML) information, associated information, and Personal Data.
    3. 1.2.3. Affiliate refers to entities within a group of companies, which may include subsidiaries.
    4. 1.2.4. Applicable Law includes all statutory instruments, regulations, orders, and other legislative provisions related to these Terms or the provision of Services.
    5. 1.2.5. Banking Day denotes a day when banks are generally open for business. Regarding the delivery of Services, it pertains to days when banks in Canada and your banking state or country are open.
    6. 1.2.6. Beneficiary refers to the intended recipient of Your Payment Transaction, notified to Apus by you.
    7. 1.2.7. Payment Reference refers to the specific reference number assigned to Your Payment Transaction, enabling both you and us to identify the transaction.
    8. 1.2.8. Business Day signifies any day on which we operate for the execution of Payment Transactions and the provision of Services, excluding Saturday, Sunday, and national or legal holidays in countries affected by the Payment Transaction.
    9. 1.2.9. Charges encompass the mutually agreed-upon fees between us, as outlined in our fee schedule to you.
    10. 1.2.10. Confidential Information includes any disclosed information, regardless of its form or method, that one Party shares with the other Party and would reasonably be considered confidential.
    11. 1.2.11. Contract refers to the agreement between you and us concerning Payment Services, subject to these Terms.
    12. 1.2.12. Data Protection Law incorporates all applicable privacy and data protection laws in your jurisdiction and other affected areas due to the delivery of Services, including the General Data Protection Regulation (GDPR) (EU) 2016/679 (as amended).
    13. 1.2.13. Effective Date refers to the publication date of these Terms, which is July 14, 2023.
    14. 1.2.14. Final Transfer refers to the transfer of funds by Apus to the Beneficiary’s account.
    15. 1.2.15. Funding Account includes the accounts you wish to use for funding Payment Transactions, whether entered by you or your Affiliate, and presented to Apus.
    16. 1.2.16. Future Dated Payment refers to a payment where your Order specifies a future date for the Payment Transaction, as agreed upon by you and us, rather than the earliest possible date.
    17. 1.2.17. Global Account represents a unique virtual or stored value account opened by us on your behalf, whenever feasible. This account enables you to receive, hold, convert, and pay out across multiple currencies.
    18. 1.2.18. Go-Live Date refers to the date when we complete your Account application process.
    19. 1.2.19. Intellectual Property Rights (IPR) include patents, trademarks, service marks, logos, trade names, internet domain names, design rights, copyrights (including computer software rights) and moral rights, database rights, semiconductor topography rights, utility models, trade secrets, know-how, and other intellectual property rights, registered or unregistered, including applications for registration and rights to apply. It also encompasses any equivalent or similar rights or forms of protection worldwide.
    20. 1.2.20. Lodgment refers to the transfer of funds from your Funding Account to the Nominated Account after the formation of the Contract for Payment Services provided by Apus.
    21. 1.2.21. Mandate refers to the instruction or authorization given to Apus, specifying an account held by you or your Affiliate. It could be an Automated Clearing House (ACH) mandate, a direct debit mandate, or any other relevant instruction.
    22. 1.2.22. Nominated Account refers to the Apus bank account to which your Lodgment is required to be made, as specified by us on the Platform when placing an Order.
    23. 1.2.23. Order refers to your request to us for undertaking a Payment Transaction.
    24. 1.2.24. Payables Services encompass the services outlined in these Terms, whereby we process Orders on your behalf.
    25. 1.2.25. Payment Services refers to the agreement between Apus and you, authorizing us to conduct funds transfers on your behalf. This includes transactions at live exchange rates, pre-agreed exchange rates, or without foreign exchange elements.
    26. 1.2.26. Platform refers to the secure portal through which Services are provided. This includes the Website, secure sections accessible only with usernames and passwords, approved partner hosted websites, and APIs, including any domains and extensions currently or subsequently utilized by Apus.
    27. 1.2.27. Routing Reference Number refers to the payment reference number address presented or made available to you on the Platform under the term “Global Account.” It may be provided in a format similar to a BIC and IBAN.
    28. 1.2.28. Same Day Processing refers to our capability to process a Payment Transaction on the same Banking Day when we receive your Lodgment in cleared funds in the Nominated Account.
    29. 1.2.29. Services refers to the collective term for the service we provide to you, which includes the Payment Services, Collection Service, and Multi-currency Global Account.
    30. 1.2.30. 1.2.30. Subprocessor refers to any person (excluding Apus employees or subcontractors) appointed by or on behalf of Apus to process Personal Data in connection with these Terms.
    31. 1.2.31. Supported Currency Pair refers to a currency pairing available on the Platform, subject to modification from time to time.
    32. 1.2.32. Term represents the period from the Go-Live Date until the Agreement is terminated.
    33. 1.2.33. Apus, We, Us, or Our refers to the regulated entity named at the beginning of these Terms, trading as Apus, Apus Technology Inc., or any other business name used by us, registered or unregistered.
    34. 1.2.34. Apus Personnel refers to employees of Apus.
    35. 1.2.35. Unauthorized Transaction refers to a Payment Transaction executed without your or a User’s consent.
    36. 1.2.36. Users denote the individuals whom you authorize to access our Services.
  1. 2.1. These Terms, effective from the Effective Date:
    1. 2.1.1. Govern the opening, usage, and closure of the Services and the Account.
    2. 2.1.2. Require your confirmation that you have read, accepted, and understood that you are legally bound by these Terms.
    3. 2.1.3. May only be agreed upon by you if you possess the corporate power and/or legal capacity (for individuals being over 18 years old) to enter into a legally binding agreement and fulfill your obligations hereunder.
    4. 2.1.4. Initially provided in English, and in the event of any variations or translations, you acknowledge that the English version shall prevail if there are any differences in interpretation or translation between various language versions of this Agreement.
  1. 3.1. We reserve the right to modify these Terms at any time for any reason, including to comply with legal requirements. Any changes or amendments we make to the Terms will be provided with at least 30 days’ prior notice. During this notice period, we will keep a copy of the previous Terms on the Platform. We will notify you of the modified Terms through a notice on the Platform, and it is your responsibility to read and understand the applicable Terms before entering into a Contract with us.
  2. 3.2. After the notice period mentioned above, the modified Terms will apply immediately to any new Contract entered between you and us. Your continued use of or access to the Service after this date will be considered as your acceptance of the modified Terms.
  3. 3.3. If you do not agree with the modified Terms in force prior to entering a Payment Transaction or using the Services, you have the freedom to discontinue and refrain from further use of the Services.
  1. 4.1. Our obligations are as follows:
    1. 4.1.1. We will provide the Services to you and fulfill our obligations in accordance with these Terms and Applicable Law.
    2. 4.1.2. We will conduct additional checks to verify your identity, which may include credit reference checks, sanctions checks, news checks, and checks of other available information sources. All such checks will be conducted in compliance with Our Privacy Policy and Data Protection Law.
    3. 4.1.3. We will fulfill our legal obligations to protect your funds by ensuring that the Nominated Account is set up solely for receiving Lodgments and remitting Final Transfers. In some cases, we may rely on third-party banking partners in certain jurisdictions to operate the Nominated Account on our behalf. We make reasonable efforts to ensure that your funds are held in a secure account separate from our funds, our Affiliates’ funds, or any third-party funds, although this protection may not be available in every jurisdiction. We undertake to ensure that, to the extent permitted by Applicable Law, no liens will be placed on the funds in the Nominated Accounts. Safeguarding is the method we use to protect your funds, and we recommend familiarizing yourself with the difference between safeguarding and the means used by banks to protect customer funds.
    4. 4.1.4. We provide the Services on an execution-only basis, meaning we do not provide investment advice on the merits of the Services or their potential implications.
    5. 4.1.5. We are responsible for the acts and omissions of all Apus Personnel. We ensure that our personnel are suitably qualified, adequately trained, and capable of providing the applicable Services.
    6. 4.1.6. We reserve the right to reject your request to open an Account at any time or suspend your access to the Account.
  2. 4.2. Your obligations are as follows:
    1. 4.2.1. You should use the Services based on your own judgment and, if necessary, seek independent financial advice. You should evaluate whether the Services are appropriate for your experience, financial objectives, and circumstances.
    2. 4.2.2. You should comply with your obligations under these Terms and the Applicable Law relevant to your state or country of residency regarding the use of the Services, including Anti-Money Laundering, Countering the Financing of Terrorism, and Exchange Control laws and regulations. It is important to note that access to the Services does not necessarily mean that the Services or your activities through them are legal under the Applicable Law in your state or country of residence. You should observe all Applicable Law in relation to any requests made by us and make reasonable efforts to assist us in doing the same.
    3. 4.2.3. You should read and comply with Apus’ Anti-Money Laundering Policy, as it may be modified from time to time, and provide your consent for us to perform additional checks as we deem appropriate.
    4. 4.2.4. You should provide us with accurate Account Information, as it is necessary for us to provide the Services. This includes completing the Application Form, providing supporting documents for compliance with our Anti-Money Laundering Policy, submitting a Mandate (if applicable) for each Funding Account, and providing any additional documents and information as required by banks or regulatory authorities.
    5. 4.2.5. You should promptly update us if any of the information provided in Clause 4.2.4 is updated or no longer accurate.
    6. 4.2.6. You should use the Services only for legitimate purposes and confirm that you will not use the Services to settle purchases of cryptocurrencies, blockchain assets, or for any other purposes contrary to our risk appetite.
  3. 4.3. Neither party has an obligation to complete the opening of an Account, and both parties acknowledge that an Account will only be operational after we confirm its opening. After that point, there is no obligation for either party to conclude Payment Transactions, even if an Account has been opened.
  1. 5.1. Communications:
    1. 5.1.1. All communications between you (and your Users, if applicable) and us will be conducted through email or telephone.
    2. 5.1.2. Telephone calls with you may be recorded to protect both parties’ interests in case of a dispute, and you consent to such recordings. Please note that not all telephone calls may be recorded due to technical reasons. The recordings, when available and upon request, will be accepted as evidence of instructions or communications and may be used in any dispute, legal action, or proceedings involving the use of the Service. The absence of a telephone call recording will not be detrimental to any dispute, and we may rely on an undisputed Booking Confirmation.
  2. 5.2. User Setup and Monitoring:
    1. 5.2.1. You should notify us of the Users who need to be set up on the Service and provide any additional details required for user registration, unless you are a sole trader or personal customer, in which case you will be the sole User unless you inform us otherwise.
    2. 5.2.2. Users must be approved and registered by us before using the Services, and access will be strictly limited to approved Users. While we are not obligated to approve a User, we will not unreasonably withhold or deny approval, unless restricted by legal or regulatory obligations. We will notify you of our decision to refuse approval if applicable.
    3. 5.2.3. You are responsible for promptly notifying us of any changes to the list of Users. If you add or amend Users through the Platform without notifying us, the Web user’s access to the Services may be restricted. However, we will consider the actions of Web users as authorized by you, and except for reduced functionality, they will be regarded as Users for the purposes of these Terms.
    4. 5.2.4. It is your responsibility to ensure that each User understands the Services and has your authorization to access them. We are not obligated to conduct checks on Users or oversee their activities.
    5. 5.2.5. Unless you notify us otherwise, we may assume that all Users have authority to use the Account, the Services, and execute Contracts for Payment Transactions with us.
  3. 5.3. Access and Passwords:
    1. 5.3.1. Upon logging into the Platform and selecting to use the Service, access will be granted to each User upon entering the username and corresponding password. No further verification steps will be required to confirm that the person accessing the Account is a User.
    2. 5.3.2. Each User’s registration is for their use only. Users are prohibited from sharing their username and password with others, and doing so would be a material breach of these Terms by you.
    3. 5.3.3. If you or your Users forget the password for the Platform, you must contact us, and upon satisfactory completion of verification procedures, we will issue a new password via email.
  4. 5.4. Safeguards and Corrective Measures:
    1. 5.4.1. Each party shall implement appropriate technical and organizational measures to ensure a level of security suitable for the risk associated with the delivery and receipt of the Services.
    2. 5.4.2. Each party shall promptly inform the other in writing if it becomes aware of any actual or suspected unauthorized transactions, unauthorized access, use, or abuse of their respective systems that impact the Services.
  1. 6.1. Customer warranties:
    1. 6.1.1. If you are a natural person, you represent and warrant that you are at least eighteen (18) years of age or the “age of majority” in your jurisdiction of residence.
    2. 6.1.2. If you are a company, you represent and warrant that you are duly incorporated under the laws of your place of formation.
    3. 6.1.3. You have the full capacity, authority, necessary licenses, permits, and consents to enter and fulfill your obligations under these Terms.
    4. 6.1.4. Your entry into and performance of these Terms do not conflict with or result in the breach of any provisions of your articles of incorporation or association, by-laws, or any other constituent documents. They also do not conflict with or result in the breach of any Applicable Law or other restrictions or obligations that your business is subject to.
    5. 6.1.5. You will provide accurate, up-to-date, and complete customer due diligence information and data always.
    6. 6.1.6. You will use the Services only for lawful purposes and in compliance with the applicable Terms.
    7. 6.1.7. You will comply with all Applicable Laws in connection with these Terms and the performance of your obligations.
    8. 6.1.8. You will not use the Services for any fraudulent activities or in any manner that interferes with their operation.
    9. 6.1.9. You will use the Services solely for lawful business activities and not in a manner that subjects this Agreement or the Services to consumer protection laws in any jurisdiction.
  2. 6.2. Conduct
    1. 6.2.1. You are solely responsible for your use of the Services, the Web, and other features of the Apus Platform. You agree not to interfere with, disrupt, or cause any damage to other users of the Apus Platform or the Services.
  3. 6.3. Disclaimers
    1. 6.3.1. To the extent permitted by law, Apus makes no warranties, guarantees, or representations of any kind regarding the Apus Platform, the Web app, or the Services. All warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, are excluded to the extent permitted by law.
    2. 6.3.2. Apus does not make any commitments about the content or data within the Apus Platform, the specific functions of the Services, or their accuracy, reliability, availability, or suitability for your needs. Apus does not guarantee uninterrupted or error-free operation of the Services, availability of up-to-date information, or freedom from bugs, viruses, or faults.
    3. 6.3.3. Apus may occasionally need to interrupt your use of the Services for operational, security, or other reasonable reasons, but we will restore access as quickly as possible.
    4. 6.3.4. Apus does not offer financial advice, and you should not consider any information or comments from Apus as financial advice.
  4. 6.4. Non-reliance.
    1. 6.4.1. If you receive information from Apus marked as provided by third parties, you should not rely on such information or make any claims against those third parties or Apus regarding such information. You assume all risk and responsibility if you choose to rely on such information.
  1. 7.1. In these Terms, the terms Personal Data, Data Processor, Supervisory Authority, Data Subject, Process, and Data Controller have the same meanings as defined in the Data Protection Law.
  2. 7.2. Both parties acknowledge that Apus may process Personal Data in performing its obligations under these Terms and providing the Services. In such cases, you are the Data Controller, and Apus is the Data Processor for the Personal Data it processes on your behalf. Apus will comply with its Privacy Policy and applicable Data Protection Law.
  3. 7.3. Apus agrees that it will not acquire any rights or interest in the Personal Data and will only process the Personal Data in accordance with these Terms and your written instructions, unless required by applicable Data Protection Law. In such cases, Apus will notify you before processing, unless prohibited by law.
  4. 7.4. You understand that the provision of the Services may require Apus to transfer your Personal Data internationally, and you consent to such transfers if Apus takes the necessary legal and contractual safeguards to ensure compliance with applicable Data Protection Law.
  5. 7.5. Apus agrees to assist you, including taking appropriate technical and organizational measures, in responding to requests from data subjects exercising their rights under Data Protection Law within a reasonable timeframe specified by you or applicable Data Protection Law.
  6. 7.6. Apus will ensure that its personnel processing Personal Data under these Terms are subject to obligations of confidentiality.
  7. 7.7. Apus will implement and maintain appropriate technical and organizational measures to ensure the security of Personal Data, protecting it from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures include pseudonymization, encryption, ensuring system availability and resilience, data restoration capabilities, and regular testing and evaluation of security measures.
  8. 7.8. Apus agrees not to engage any third party to process your Personal Data without imposing on that third party the same data protection obligations as outlined in these Terms. If a third party engaged by Apus further engages another person to process Personal Data, they must comply with the obligations in these Terms, and Apus will remain fully liable for their processing.
  9. 7.9. Apus will immediately inform you if it believes that any instruction or request under this Agreement infringes Data Protection Law.
  10. 7.10. Your use of the Platform and Services is subject to our Privacy Policy. By accessing or using the Platform and Services, you acknowledge and agree that we may collect, retain, and use personal or other information about you, your Users, the Beneficiary, and the device you use to access the Platform and Services.
  1. 8.1. When we refer to an exchange rate, it means the rate at which we purchase foreign currency for your Payment Transactions.
  2. 8.2. The foreign exchange rate changes every 3 seconds, and the rate agreed upon in the Contract will be applicable.
  3. 8.3. We reserve the right to modify our fee schedule, and the then-current fee schedule will apply to each Contract you enter with us, including the fee for the Payment Rail as advised during the Payment Transaction.
  1. 9.1. Neither party limits or excludes liability for death or personal injury caused by its negligence or the negligence of its employees (including Apus Personnel), fraud or fraudulent misrepresentation, any act or omission causing the other party to breach Data Protection Law (including Apus’ obligations as Data Processor), or any liability that cannot be limited or excluded by Applicable Law.
  2. 9.2. You assume full responsibility for direct losses arising from Payment Transactions entered by your Users using authorized usernames and passwords and your failure to obtain appropriate agreement and consent from Affiliates regarding funding Payment Transactions from a Funding Account in their name.
  3. 9.3. Apus is not liable for any suspension, withdrawal, interruption, or termination of your access to the Services if it aligns with Apus’ legal and regulatory obligations.
  4. 9.4. Each party shall indemnify, defend, and hold the other party and its Affiliates harmless from any costs, liabilities, losses, and expenses (including reasonable legal fees) resulting from a third-party claim arising from the indemnifying party’s misuse of the Services, breach of Confidential Information, a claim brought by your Affiliate alleging unauthorized Payment Transactions, failure to comply with Applicable Law (including Data Protection Law), or infringement or misappropriation of intellectual property rights due to the use of the Services or the other party’s Intellectual Property Rights. The indemnifying party will handle the defense of the claim, and the indemnified party will provide reasonable cooperation and assistance. The indemnified party will mitigate any loss, damage, or expense related to the claim. Settlements that include an admission of liability or materially affect the indemnified party require the indemnifying party’s approval.
  5. 9.5. Neither party is liable to the other for indirect loss, including loss of profits, business, revenue, goodwill, anticipated savings, goods, use, data, or production, or special, incidental, indirect, or consequential damages.
  6. 9.6. Both parties acknowledge that damages alone may not be an adequate remedy for a breach of these Terms. Therefore, either party may seek equitable relief, such as injunctions or specific performance, for any threatened or actual breach of these Terms.
  1. 10.1. The Customer will (and will ensure that any Personnel will):
    1. 10.1.1. Comply with all applicable laws relating to sanctions, bribery and corruption, including the Criminal Code (Canada), Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Corruption of Foreign Public Officials Act (Canada), Hong Kong Prevention of Bribery Ordinance (Cap.201), UK Bribery Act 2010, the US Foreign Corrupt Practices Act, Crimes Act 1914 (Cth) and Criminal Code Act 1995, Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code (Wetboek van Strafrecht), the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore, and any laws and rules based on the OECD treaty (“ABC Legislation”). They will not do or omit to do anything likely to cause Apus to be in breach of any such ABC Legislation.
    2. 10.1.2. Refrain from giving or receiving any bribes, including in relation to any public official.
    3. 10.1.3. Maintain a program designed to ensure compliance with ABC Legislation, including an education and training program and measures reasonably calculated to prevent and detect violations of ABC Legislation.
    4. 10.1.4. Provide Apus with sufficient reasonable assistance to enable it to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation. 10.2. The Customer represents and warrants that it is not a Restricted Person and will ensure that none of its Personnel act directly or indirectly on behalf of a Restricted Person.
  1. 11.1. Neither party shall be held responsible for any delays or failures to fulfill their obligations under these Terms, to the extent that such delays or failures are caused by any of the following circumstances:
    1. 11.1.1. Natural disasters, government actions, war, fire, flood, explosion, civil unrest, armed conflicts, terrorism, or revolution.
    2. 11.1.2. Blockades, trade embargoes, strikes, lockouts, sit-ins, industrial disputes, or trade disputes.
    3. 11.1.3. Accidents or breakdowns of machinery or equipment, shortages of materials, labor, transportation, electricity, or other supplies, or regulatory interventions.
    4. 11.1.4. Adverse weather conditions, pandemics, epidemics, or diseases.
    5. 11.1.5. Actions or rulings by competent judicial or regulatory authorities.
    6. 11.1.6. Any unforeseeable event, including actions or omissions by third parties, that are beyond reasonable control and could not have been reasonably anticipated or prevented.
  1. 12.1. You grant Apus the right to use (and share with a third party, where necessary) the information You have provided in (i) the Mandate, (ii) these Terms, and (iii) any other document provided to Apus (“Customer IP”) in order to avail of the Services, solely for the purpose of Apus performing its obligations under these Terms.
  2. 12.2. You shall own Customer IP, and these Terms do not convey any Intellectual Property Rights in or to the Customer IP to Apus.
  3. 12.3. Apus (and its Affiliates, where applicable) are the sole and exclusive owner(s) of all intellectual property rights that form the Services and any other intellectual property rights that are not Customer IP and arise from Apus’ delivery of the Services to You (“Apus IP”). These Terms do not grant You any title, rights, or interest beyond a right of limited use as expressly set forth in this Clause.
  4. 12.4. Apus provides You with a non-exclusive, royalty-free, assignable, worldwide, sub-licensable license to use Apus intellectual property (if necessary) in order for You to benefit from the Services, with the following conditions:
    1. 12.4.1. You may only use the contents as authorized by Apus.
    2. 12.4.2. You must not modify any documents or related graphics.
    3. 12.4.3. Graphics must not be used separately from their corresponding text.
    4. 12.4.4. All copies must include Apus copyright and trademark notices.
    5. 12.4.5. You acknowledge that the names, images, and logos identifying Apus and the Services are Apus’ proprietary marks.
    6. 12.4.6. You must not reproduce or store any part of it on any other website or include it in any public or private electronic retrieval system or service without Apus’ prior written permission.
    7. 12.4.7. It must not be used in any way that infringes or violates any other person’s intellectual property rights, misappropriates their rights, or violates any applicable law.
    8. 12.4.8. Any derivative use of the Services is strictly prohibited, including activities such as data mining, using robots or similar data gathering tools, reverse engineering, and extraction tools. These activities are considered a significant violation of these Terms.
  5. 12.5. Both parties grant each other the right to use the intellectual property rights provided, subject to the specified limitations.
  6. 12.6. Upon termination of these Terms, the licenses and rights to use granted herein will immediately cease.
  1. 13.1. The parties agree to maintain confidentiality regarding the details of the negotiations leading to these Terms and any information disclosed by either party in confidence, whether in written or any other form. This includes information that should be considered confidential based on its nature, even if it is not directly relevant to the arrangements described in these Terms. Each party shall:
    1. 13.1.1. Keep confidential all disclosed information and the negotiation details
    2. 13.1.2. Allow access to its officers, affiliates, banking partners, employees, and representatives (as applicable) and ensure that they treat all documentation and information as confidential.
  2. 13.2. Permitted disclosures may occur in the following circumstances:
    1. 13.2.1. If required by applicable law, recognized stock exchanges, governmental or regulatory bodies, or competent authorities, whether or not legally binding.
    2. 13.2.2. To any applicable tax authority, either as required by legal obligation or to facilitate the settlement of tax matters for the disclosing party, its shareholders, or any other person under the disclosing party’s control.
    3. 13.2.3. The party disclosing the information must promptly notify the other party of the disclosure and provide the circumstances requiring the disclosure. They shall make reasonable efforts to minimize and restrict such disclosures.
  1. 14.1. Neither party shall make any announcements concerning the Services or the Terms without obtaining prior written express approval from the other party, unless compelled by law or any legal or regulatory authority. In such instances, the party making the announcement shall promptly notify the other party.
  2. 14.2. Each party grants the other party a non-exclusive, royalty-free, non-transferable, fully paid license to use their respective logos and business names in marketing and promotional materials. Both parties acknowledge that this license can be revoked by either party at any time, without prior notice, by notifying the other party.
  1. 15.1. Apus has the authority to temporarily suspend the Services without prior notice in order to fulfill its regulatory or legal obligations. Apus will work with You to address the cause of the suspension and will make reasonable efforts to reinstate the Services afterwards. If, based on reasonable judgment, Apus determines that there is sufficient reason to maintain the suspension, it will notify You accordingly. If, within a 30-day period, You request that the matter be treated as a Dispute, Apus will permanently withdraw the Services from You.
  2. 15.2. You have the right to cancel Your access to the Services at any time by providing written notice to Us.
  3. 15.3. Either party may terminate these Terms with immediate effect, without incurring any liability or charges, by giving notice to the other party under the following circumstances:
    1. 15.3.1. The other party commits a breach of these Terms that cannot be remedied or remains unresolved for 10 Business Days after receiving notice of such breach.
    2. 15.3.2. The other party becomes insolvent, unable to pay its debts, suspends or threatens to suspend debt payments, or faces a winding-up order, administration order, or similar actions.
    3. 15.3.3. A receiver, examiner, or similar officer is appointed over any part of the other party’s assets.
    4. 15.3.4. A proposal, sanction, or approval for debt settlement, scheme of arrangement, or compromise with creditors or members (or any class thereof) is made concerning the other party.
    5. 15.3.5. Any encumbrancer takes possession of the other party’s assets, or distress, execution, or legal action is taken against such assets and remains unresolved for 7 calendar days.
    6. 15.3.6. The other party ceases or threatens to cease a significant part of its business.
    7. 15.3.7. Any applicable regulator or government entity requires or advises termination, after reasonable notice in the circumstances.
  4. 15.4. We will consider Your Account dormant if there has been no activity on the Account for 6 months. In compliance with Our Anti-Money Laundering Policy, You will require Our agreement to reactivate Your Account or access the Platform. More information regarding the reactivation process and the documents We may request from You is available upon request.
  5. 15.5. You will be responsible for any Payment Transaction initiated or made during the Term until Apus confirms that no Payment Transaction remains outstanding. After Your access to the Service is terminated or suspended, all other Payment Transactions will not be accepted unless Apus explicitly informs You otherwise.
  1. 16.1. Neither party shall assign, transfer, charge, or otherwise handle its rights or obligations under these Terms, or grant, declare, create, or dispose of any right or interest in them, without obtaining the prior written consent of the other party.
  2. 16.2. Apus has the right to subcontract some or all of its activities to third parties, provided that these activities pertain to Apus’ non-regulated activities or the subcontractors are affiliated with Apus, including other regulated entities within our group. Apus will remain responsible for all obligations fulfilled by such subcontractors or affiliates and for any actions or omissions of these subcontractors or affiliates, as if they were the actions or omissions of Apus.
  1. 17.1. Survival of Clauses: Termination of these Terms will not affect any rights or liabilities that have already accrued to either party, nor will it affect the validity or continuation of any provision intended to remain in force after termination.
  2. 17.2. Notices: Any formal notice to be given by one party to the other under these Terms must be in writing, signed by or on behalf of the party giving the notice, and served via email. A notice sent by email will be considered received when delivered and returned with a read receipt or an automatic reply (excluding mere acknowledgment). If the sender of a notice receives a machine-generated message indicating delivery failure or does not receive an acknowledgment, the notice will still be deemed received if, within ten (10) Business Days, the sender delivers a physical copy of the notice by hand or by post as described herein.
  3. 17.3. Costs and Expenses: Each party will be responsible for its own costs, charges, and expenses incurred in connection with the negotiation, preparation, and completion of these Terms.
  4. 17.4. Entire Agreement: These Terms constitute the entire agreement and understanding between the parties regarding the subject matter and supersede all previous written or oral communications between them concerning the same.
  5. 17.5. Severability: If any provision of these Terms is found to be illegal, void, or unenforceable, it will have no effect and will be deemed not to be part of these Terms, without invalidating the remaining provisions.
  6. 17.6. Waiver: No release, discharge, amendment, modification, or variation of these Terms will constitute a general waiver of any provisions, nor will it affect any rights, obligations, or liabilities that have already accrued up to the date of such release, discharge, amendment, modification, or variation. The rights and obligations of the parties under these Terms will remain in full force and effect, except to the extent specifically released, discharged, amended, modified, or varied.
  7. 17.7. Failures and Delays: No failure or delay by either party in exercising any right or remedy provided by law or under these Terms will impair such right or remedy or be considered a waiver or variation of it. Each party’s exercise of a right or remedy, whether in whole or in part, will not preclude any further exercise of that right or remedy or the exercise of any other right or remedy.
  8. 17.8. Remedies Cumulative: The provisions of these Terms, as well as the rights and remedies of the parties under these Terms, are cumulative and without prejudice to any other rights or remedies that either party may have under common law, equity, statute, custom, or otherwise. The exercise of one right or remedy will not hinder or prevent the exercise of any other right or remedy available to either party.
  9. 17.9. Third Party Enforcement: Only the parties to these Terms have the right to enforce them.
  10. 17.10. Legal Relationship: The parties will be considered independent contractors under these Terms. Nothing in these Terms will establish any other relationship, such as employer-employee, principal-agent, fiduciary, partnership, or joint venture. Neither party is authorized to act on behalf of the other party, except as expressly permitted by these Terms.
  11. 17.11. Set-Off Right: In addition to other remedies available to Apus, if You fail to pay any amount owed under these Terms, Apus may set off that amount against any amount payable by Apus to You. However, You are not permitted to set off any amounts owed to Apus against any amounts owed to You by Apus. Apus is entitled to set off any amounts due to it by You against any amounts received by Apus from You or on Your behalf. Apus may determine the application of any set-off amounts at its own discretion.
  12. 17.12. Governing Law: These Terms and any disputes or claims arising from or in connection with them, their subject matter, or formation are governed by and construed in accordance with the laws of Canada.
  13. 17.13. Jurisdiction: Each party agrees that the courts of Canada have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) arising in connection with the creation, validity, effect, interpretation, or performance of these Terms or any other matters related to these Terms, regardless of whether You reside or conduct business with Us in another jurisdiction.