Transactional Account Agreement
1. Introduction
Welcome to Delos Financial LTD (“Delos” or “the Company”). Delos is a British Columbia corporation registered as a Money Services Business (MSB) with FINTRAC (no. M23425816) since June 8, 2023 and is authorized to perform:
Foreign Exchange Dealing
Money Transferring
Dealing in Virtual Currencies
Payment Service Provision
These Terms govern your use of our technology platform for banking, FX, and virtual-currency exchange services (“Services”). By accessing or using the Services, you agree to be bound by these Terms.
2. Company Overview
Regulation: Delos is regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as an MSB.
Intermediary Role: Delos is not a bank. We operate as an intermediary between you and third-party banks, custodians, and financial institutions. We do not accept deposits, issue loans, or provide traditional banking services unless otherwise stated within specific terms of service.
3. Services and Terms
3.1 Scope of Services
Delos (directly or via affiliates/third-party providers) will deliver the Services outlined in these Terms.
3.2 Platform & Account Services
We host, maintain, and support the platform.
You gain access to facilitate Payment Technology Services and Account Services under general and any applicable specific pricing terms.
3.3 Specific Payment-Technology Terms
Services governed by specific pricing terms inherit those terms.
Anything not covered by specific terms defaults to the general Terms herein.
3.4 Priority of Terms
When general Terms conflict with a service’s specific pricing terms, the specific pricing terms prevail—except where expressly stated.
3.5 Acceptance & Updates
Using any service means you accept its terms.
We may update these Terms (and any specific pricing terms) via the platform; you must accept any update before continuing.
3.6 Service Modifications
We may add/remove/modify Services or impose new conditions at any time. We’ll notify you of critical changes requiring your action; otherwise, we’re not liable for modifications made without notice.
3.7 Subcontracting
Delos may subcontract its obligations to third-party service providers.
3.8 Jurisdictional Roll-Outs
Features or updates may launch at different times by jurisdiction; we’re not liable for timing or availability variations.
3.9 Beta Releases
Beta Releases may contain incomplete or buggy features.
Use in production at your own risk; participation requires feedback and grants Delos full rights to any improvements.
3.10 Support
General support is available via platform documentation or by emailing [email protected].
3.11 “As-Is” Disclaimer
Services are provided “AS IS” and “AS AVAILABLE.” Aside from any express warranty, Delos disclaims all implied warranties (fitness for purpose, merchantability, non-infringement).
3.12 Limitation of Liability
Delos (and affiliates) are not liable for losses arising from:
Your improper use
Unauthorized access or hacking
Service interruptions
Malware or bugs transmitted via Services
Data errors or omissions
Third-party content or conduct
4. Eligibility
Business Entities: Must be validly subsisting (corporations, partnerships, non-profits, etc.).
Natural Persons: Must be of legal age, have contractual capacity, and not a resident of the U.S., Canada, EU, or other “restricted” jurisdictions listed at delos-banking.com/restrictions.
Principal Status: You represent you act in your own name, not on behalf of another, unless Delos agrees in writing.
5. Restrictions
5.1 Prohibited Actions
You may not:
Bypass technical limits or access non-public systems
Act as a pass-through “service bureau” without adding value
Reverse-engineer the platform
Engage in illegal/fraudulent/deceptive acts
Disrupt Service operations or impair other users
Copy, republish, resell, or distribute the platform (unless expressly permitted)
5.2 Ongoing Compliance
By using the platform, you acknowledge and warrant ongoing compliance with these restrictions.
6. Customer Responsibilities
6.1 General
You alone are responsible for legal compliance in using the Services.
6.2 Specific Duties
Due Diligence & Operating Procedures:
Provide all information for onboarding, AML/KYC/KYB, sanctions screening, etc.
Vet recipients and intended use of funds.
Respond promptly to our information requests.
Security & Fraud Policy:
Adhere to Delos’s security/fraud policies and any updates (within 90 days of notice).
Credentials:
Protect your login credentials. You’re liable for all activity under your ID. Notify us immediately if compromised.
Record-Keeping:
We may retain transaction records and supporting KYC/KYB documentation.
6.3 Regulated Entities
If you’re a regulated financial institution, you alone must file any SARs or similar regulatory reports.
7. Fees
Payable Fees: As specified in this agreement or, if not expressly agreed, our standard fee schedule applies.
Payment Obligation: You must pay all fees due, regardless of other provisions.
Fee Changes: We may revise fees at any time with 30 days’ notice for any service in use.
Your Costs: You cover all implementation/integration costs for Payment Technology Services.
Non-Refundable: All paid fees are non-refundable, except where a transaction is canceled before processing starts.
Unpaid Accounts: We may liquidate your assets to cover unpaid fees.
8. Term
Initial Term: One year from the Effective Date.
Renewal: Automatically renews for additional one-year terms unless properly terminated (see § 9).
9. Termination & Suspension
9.1 Service Changes
We may modify, suspend, or discontinue any Service for regulatory, technical, or third-party reasons.
9.2 Voluntary Termination
Either party may terminate for any reason with ≥ 20 business days’ written notice.
9.3 Post-Termination Obligations
We’ll finish all authorized transactions.
You’ll pay fees for completed transactions.
We’ll return remaining funds (less fees) within 10 business days, once you provide valid receiving instructions.
9.4 Suspension Rights
We may immediately suspend Services if:
You violate law or these Terms
Provision of Services risks non-compliance or legal breach
We’re directed by regulators or third parties
You fail to update needed software
We suspect fraud, credit risk, DDoS/activity threats, or other unlawful activity
9.5 Reinstatement
We may, at our discretion, reinstate Services once issues are resolved to our satisfaction.
9.6 Survival
Clauses naturally surviving termination (confidentiality, indemnification, limitation of liability, governing law) remain in effect.
10. Dispute Resolution
Negotiation: Parties will attempt good-faith negotiation for 30 days.
Arbitration: If unresolved, disputes are finally settled by binding arbitration in Vancouver, under ICDR Canada rules, by a single English-speaking arbitrator.
Governing Law: British Columbia law (no conflict-of-laws principles).
11. Confidentiality
Obligation: Both parties will keep each other’s Confidential Information secret.
Exceptions: Excludes information that (a) is public through no breach; (b) received lawfully from third parties; (c) already known; or (d) independently developed.
12. Intellectual Property
Ownership: Delos (or its licensors) retains all IP in the platform, Services, software, and documentation.
License: You receive a non-exclusive, non-transferable, revocable right to use the platform solely for business purposes under these Terms.
Feedback: We may use any feedback you provide without obligation.
13. Data Protection
Collection & Use: We collect/use your data per our Privacy Policy; you consent and must comply with data-protection laws.
Security: We implement reasonable safeguards but cannot guarantee absolute security.
Breach Notification: We’ll promptly notify you of any data breach affecting your information.
14. Use of Digital Assets
Blockchain Independence: We do not control blockchains or markets; we disclaim liability for trading losses or incorrect-wallet transfers.
Segregation: Your digital assets are held separately by custodians and not on Delos’s balance sheet.
Regulatory Scope: We are not subject to MiCAR or UK FCA consumer-duty rules.
15. Account Management
Restrictions: We may decline, freeze, or reverse transactions or access to protect you, Delos, or comply with law (e.g., inactivity, suspected fraud).
Replacement Accounts: We may move your account to another institution for security.
Third-Party Services: Direct account services are provided by the designated institution; Delos is not liable for them.
Intermediaries: Funds may be held in custodial or direct accounts at approved institutions.
Custodial vs. Direct Accounts:
Custodial: Held by a licensed custodian in a notional account.
Direct: You enter into agreements with the institution and authorize Delos as agent.
16. Foreign Currency Transactions
FX Payments: We calculate required local-currency funds (including conversion rates and fees) and may route through intermediaries for best execution.
Refunds: If a payment fails, you may (a) request fund recovery, or (b) redirect to another recipient—fees apply.
Currency-Conversion Refunds: Refunds reverse FX at the prevailing rate; conversion fees apply.
17. Tax Reporting Obligations
Compliance: You provide documentation to help us fulfill any reporting requirements.
Withholding: We may withhold and remit taxes as required.
Your Liability: You are responsible for determining and reporting your own tax liabilities.
Notification: You must inform us of changes to your tax status.
No Interest: No interest is paid on held funds.
18. Reversals & Account Numbers
Reversals: You may request reversal of erroneous/duplicate transactions; we’ll make reasonable efforts under law.
Wire-Transfer Details: We provide the account details but funds become available only after receipt.
Chargebacks: If a wire transfer is reversed, we may debit your account; refunded funds return to the originator’s bank.
19. Access & Support
Portals: Access via app.delos.financial or delos-baas.com.
Response Times:
Critical issues: 1 hr (24/7)
Medium issues: 8 hrs (business hours)
Low issues: 24 hrs (business hours)
Exclusions: Downtime for maintenance, third-party outages, or customer-requested interruptions do not count.
Outage Measurement: We use our own procedures; third-party tests aren’t recognized.
Maintenance: Scheduled ≤ 24 hrs/month; emergency maintenance with 24 hrs’ notice when possible.
20. Payment of Fees
Included Fees: Our quotes include all Delos-imposed fees; you cover any additional third-party or intermediary fees.
Confiscation: We’re not liable if intermediaries or authorities legally confiscate funds.
21. Miscellaneous
Entire Agreement: These Terms (and referenced documents) are the complete agreement, superseding prior agreements.
Amendments: We may modify at any time; your continued use = acceptance.
Assignment: You may not transfer your rights/obligations without our consent; we may assign freely provided your rights aren’t diminished.
Waiver: No waiver of any provision constitutes a further or continuing waiver.
Severability: If any clause is unenforceable, the remainder stays in effect; the invalid clause is revised minimally to be enforceable.
Force Majeure: No liability for delays/failures due to events beyond our control (acts of God, war, strikes, government action, etc.).
Notices: Must be in writing via personal delivery, certified mail, or email to addresses on file.
Regulatory Info: See delos-banking.com/legal.
API Changes: We’ll notify you of public API changes within 30 days.
Contact Info: You’re responsible for keeping your contact details up to date.
22. Additional Disclaimers
22.1 Partner Institutions Delos makes no representations or warranties, express or implied, regarding the security, performance, solvency, regulatory compliance, or operational integrity of any partner institution, bank, custodian, or third-party service provider engaged in connection with the Services.
22.2 No Warranties Under no circumstances shall Delos, its officers, directors, employees, agents, or affiliates be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages (including, but not limited to, loss of profits, goodwill, use, data, or other intangible losses) arising out of or in connection with:
Your use of or inability to use the Services;
Any actions or omissions of any partner institution or third-party provider;
Any interruption, suspension, or termination of access to the Services;
Any errors, omissions, or inaccuracies in any data or content provided through the Services;
Any unauthorized access, hacking, data breach, or other security event.
23. Indemnification
23.1 Your Indemnity Obligation You shall defend, indemnify and hold harmless Delos, its parent and affiliate companies, and their respective officers, directors, employees, agents and representatives (each, an “Indemnitee”) from and against any and all losses, liabilities, damages, fines, penalties, settlement amounts, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) incurred by any Indemnitee arising out of or relating to:
Your breach of these Terms;
Your negligent or willful acts or omissions;
Your violation of any applicable law, regulation or third-party right;
Any claim by a third party (including any partner institution) related to your use of the Services or your actions or omissions in connection therewith.
23.2 Digital Assets Indemnity Without limiting the foregoing, you specifically agree to indemnify and hold harmless Delos and the other Indemnitees against any Losses arising from or relating to:
Any loss, theft, mis-transfer, or unauthorized use of digital assets that you instruct Delos (or its custodians) to custody, transfer or trade;
Inaccurate wallet addresses, blockchain network congestion, “gas” or transaction-fee fluctuations, or any blockchain-specific risks;
Any claim that your instructions or transactions with digital assets infringe or misappropriate a third party’s intellectual property or rights.
23.3 Procedure Delos will: (a) promptly notify you in writing of any claim for which it seeks indemnity; (b) give you sole control of the defense and any settlement negotiations; and (c) reasonably cooperate at your expense. You may not settle any claim that imposes any obligation or admission by Delos without its prior written consent.
24. Insurance
24.1 Coverage Requirement You shall maintain, at your own expense, commercially reasonable insurance coverage (including, as applicable, cyber-liability, errors & omissions, and directors & officers insurance) with insurers rated A– or better by A.M. Best, in amounts sufficient to cover your liabilities under these Terms. Upon request, you will provide Delos with certificates of insurance.
25. Group Entities
These Terms and all of the provisions contained herein apply equally to and may be enforced by any member of the Delos Financial Group, including but not limited to:
Canada: Delos Financial LTD, 255 5 Ave SW, Calgary, AB T2P 3G6
United Kingdom: Delos Financial Limited, Formal House, 60 St. Georges Place, Cheltenham, Gloucestershire, England, GL50 3PN
Greece: Delos Financial ΜΟΝΟΠΡΟΣΩΠΗ A.Ε., Leof. El. Venizelou 238, Kallithea 176 75, Athens, Attica
26. Acknowledgment
By signing up for or using the Services, you confirm you have read, understood, and agree to these Terms and Conditions.
Delos Financial LTD 205 5 Ave SW, Calgary, AB T2P 3L6, Canada Email: [email protected] | [email protected]
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