Platform Agreement (BaaS)
1. Background and Purpose
1.1 Overview. Delos operates a licensed technology Platform enabling the creation and management of fiat and digital-asset accounts, payment initiation and receipt, currency exchange and integration with independent custodians (the “Platform Services”).
1.2 Objective. Platform Partner desires to embed and offer these Platform Services to its own customers (“End Users”). This Agreement sets the complete terms under which Delos will provide, and Platform Partner will access and resell, the Platform Services.
1.3 Relationship of the Parties. Delos and Platform Partner agree that Platform Partner acts as an independent reseller; nothing herein creates a partnership, joint venture, fiduciary, employment, or agency relationship.
2. Definitions
“Account” A ledger entry representing fiat or digital-asset holdings maintained by Delos or its custodians for Platform Partner or an End User.
“API Integration” Programmatic access via Delos’s API, as described in the Documentation.
“White Label Integration” A dedicated, non-transferable instance of Delos’s user interface and backend, re-branded for Platform Partner but fully managed and hosted by Delos.
“Authorized Users” Platform Partner’s employees, contractors or agents permitted to access the Platform Services.
“Chargeback” Any reversal, refund, reclamation or other debit initiated by an End User’s financial institution, payment network or similar entity.
“Commission Account” The same pool as the Reserve Account, which also collects all commissions, fees and revenue due to Platform Partner under Section 7.
“Confidential Information” Non-public technical, business or financial information disclosed by one Party to the other under this Agreement.
“End User” Any individual or entity that opens or uses an Account or otherwise interacts with the Platform Services through Platform Partner’s front-end.
“Fees” All amounts owed by Platform Partner to Delos, including subscription, transaction, conversion, professional-services, commission splits, and other charges.
“Foreign Exchange Conversion” The process by which Delos converts one fiat currency into another using rates set by Delos, including any margins.
“KYC/AML” The collection, verification, screening, and retention of End User identity data for anti-money-laundering and sanctions compliance.
“Platform Services” Collectively, the Platform infrastructure, APIs, White Label instances, support, Professional Services, account and payment functions, currency conversion, custody integrations, reporting tools and any enhancements provided by Delos.
“Professional Services” Advisory, integration, customization, testing, training, data-migration or other technical services provided by Delos at Platform Partner’s request.
“Reserve Account” A cash deposit held by Delos on behalf of Platform Partner to secure potential Chargebacks, overdrafts, indemnity claims, penalties or other obligations.
“Service Levels” The availability and support performance targets set forth in Section 6.
“Third-Party Custodians” Licensed custodial institutions engaged by Delos to hold, safeguard and settle digital-asset holdings.
3. Grant of License & Access Rights
3.1 License. Delos grants Platform Partner a limited, revocable, non-exclusive, non-transferable right to access and use the Platform Services solely to offer them to End Users in compliance with this Agreement.
3.2 Integration Options. Platform Partner may choose, for each deployment, either:
API Integration: Direct programmatic access via API keys and webhooks; or
White Label Integration: A self-contained, non-transferable portal instance bearing Platform Partner’s branding, hosted and fully managed by Delos.
3.3 White Label Terms. White Label instances remain Delos’s property, receive the same upgrades and patches as the core Platform, and may not be sub-licensed, copied, or re-sold. Delos retains complete operational control, including user-management and security configuration.
3.4 Access Credentials. Delos will issue API keys, login credentials and certificates. Platform Partner is responsible for safeguarding credentials and all actions under them.
3.5 Restrictions. Platform Partner shall not:
Reverse-engineer, decompile or disassemble any Delos software;
Bypass security controls or usage limits;
Use the Platform to offer hosting or consulting to third parties outside this Agreement;
Frame or mirror any portion of Delos’s interfaces;
Permit unauthorized third-party access.
3.6 Reservation of Rights. All rights not expressly granted are reserved by Delos. Delos may modify, suspend or discontinue any portion of the Platform Services at any time without liability.
4. Delivery of Platform Services
4.1 Account Lifecycle. Delos will provide APIs or White Label UIs to open, close and manage Accounts; load, transfer and withdraw funds; and report balances and transaction histories.
4.2 Payments. Platform Partner may initiate domestic and cross-border payments via supported rails. Delos executes through banking and custodian networks and provides real-time status updates.
4.3 Foreign Exchange. Delos performs currency conversions at its system-published rates, inclusive of margins retained by Delos.
4.4 Digital-Asset Custody. Delos forwards custody instructions to Third-Party Custodians unless otherwise specified. Delos disclaims any warranty regarding custodians’ solvency, security or performance.
4.5 Notifications & Reporting. Delos issues webhooks for transaction events and dashboards, CSV exports, ledger queries, Reserve/Commission-balance alerts and risk-monitoring feeds.
4.6 Professional Services. At Partner’s request, Delos will perform integration, customization, training or other work, billed per Delos’s then-current fee schedule.
5. Platform Partner Responsibilities
5.1 User Interface & Branding. Platform Partner’s offering must clearly credit Delos as the service provider, conform to Delos’s brand guidelines, and display all disclaimers and limitation-of-liability notices mandated by Delos.
5.2 End User Terms. Partner shall ensure every End User consents to terms that:
Name Delos as third-party beneficiary;
Authorize Delos to process End User data under its Privacy Policy;
Include Delos’s disclaimer, limitation of liability and indemnity clauses.
5.3 Onboarding & KYC/AML. Platform Partner shall collect all identity and verification documentation for each End User, including government-issued IDs, proof of address, and any other data required for anti-money-laundering, counter-terrorist financing, and sanctions-screening purposes. Platform Partner will perform preliminary risk scoring and sanctions checks, then deliver the complete KYC/AML/“Know-Your-Business” (KYC/B) dossier to Delos within 24 hours of collection. Delos does not rely on Partner’s KYC; Delos will itself execute final identity verification, risk assessment, and End User onboarding for every End User—no reliance or “nested” KYC (i.e., Partner A relying on Partner B’s KYC) is permitted.
5.4 Security & Incident Response. Platform Partner shall:
Use TLS 1.2+ and AES-256 encryption;
Implement multi-factor authentication for all Authorized Users;
Keep audit logs of access and configuration changes;
Notify Delos of any breach or unauthorized access within 48 hours;
Cooperate fully in any incident investigation.
5.5 Reserve & Commission Account. Platform Partner will fund and maintain a combined Reserve/Commission Account, ensuring a minimum balance as set by Delos. This account holds:
Funds to cover Chargebacks, overdrafts, indemnity obligations, and fees;
All transaction commissions, revenue shares and Platform Partner commissions. Delos may, at its sole discretion, liquidate any assets in this account—or in any End User account—to settle overdue Fees or indemnity claims.
5.6 Regulatory Cooperation. Platform Partner will support any audits, examinations or investigations by regulators or Delos, providing records, systems access and personnel as reasonably requested.
5.7 Compliance with Laws. Platform Partner shall comply with all applicable laws, including data-privacy, payments-systems, anti-money-laundering, sanctions, tax and consumer protection regulations.
6. Service Levels & Support
6.1 Availability Commitment. Delos will use commercially reasonable efforts to maintain 99.5% monthly uptime, excluding scheduled maintenance, force-majeure events, and Platform Partner-caused issues.
6.2 Support Response Times.
Critical: 1-hour response, 4-hour resolution or workaround.
High: 4-hour response, 24-hour resolution.
Medium: 1 business-day response, 3-business-day resolution.
Low: 2 business-day response, 5-business-day resolution.
6.3 No Service Credits. Service levels are targets only; Delos is not liable for missed targets and will not issue credits.
6.4 Maintenance Windows. Routine maintenance occurs 11 pm–4 am Calgary time with 48 hours’ notice; emergency maintenance may occur without notice.
7. Fees, Invoicing & Payment
7.1 Fee Components. Platform Partner shall pay:
Subscription Fees for Platform access;
Transaction Fees per payment or currency conversion;
Professional Services Fees for any custom work;
Commission splits held in Commission Account;
Reserve Account contributions and any necessary top-ups.
7.2 Invoicing & Due Date. Delos will invoice monthly in arrears. All amounts are due within seven (7) days of invoice date.
7.3 Late Payment & Liquidation. Overdue amounts accrue interest at 1.5% per month (or highest lawful rate). Delos may suspend Services and/or liquidate assets in the Reserve/Commission Account or any End User account to satisfy unpaid Fees.
7.4 Taxes. All Fees exclude VAT/GST, sales tax and withholding taxes. Platform Partner is responsible for remitting all such taxes and grossing up payments to ensure Delos receives full invoiced amounts.
7.5 Set-Off. Delos may offset any amounts owed by Platform Partner against amounts in the Reserve/Commission Account or any credits otherwise due.
8. Confidentiality
8.1 Non-Disclosure. Each Party will keep the other’s Confidential Information in strict confidence, use it solely under this Agreement, and disclose it only to Authorized Users bound by confidentiality obligations.
8.2 Permitted Disclosure. A Party may disclose Confidential Information if compelled by law, provided it gives prompt notice to the disclosing Party and cooperates in seeking protective measures.
8.3 Return or Destruction. Upon termination, each Party will return or destroy all Confidential Information of the other and certify in writing that it has done so.
9. Data Privacy & Security
9.1 Roles. Platform Partner is the data controller of End User personal data; Delos is the processor under applicable privacy laws.
9.2 Processor Obligations. Delos will:
Process data only on documented instructions;
Maintain appropriate technical and organizational safeguards;
Notify Platform Partner of personal-data breaches without undue delay;
Assist with data-subject access, erasure and portability requests.
9.3 Cross-Border Transfers. Any personal data transferred outside Canada will comply with lawful transfer mechanisms.
9.4 Retention & Deletion. Delos retains personal data only as needed to provide the Platform Services or to comply with legal obligations, then securely deletes or anonymizes it.
10. Intellectual Property
10.1 Delos IP. Delos retains all rights in the Platform Services, APIs, software, Documentation, trademarks, and any enhancements or derivative works.
10.2 Partner IP. Platform Partner retains rights in its trademarks, front-end code, branding and materials.
10.3 Feedback License. Platform Partner grants Delos a perpetual, irrevocable, royalty-free license to use any feedback to improve the Platform Services.
11. Indemnification
11.1 Partner Indemnity. Platform Partner will indemnify, defend and hold harmless Delos and its officers, directors, employees, agents and affiliates (“Delos Indemnitees”) from all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of:
Platform Partner’s or End Users’ breach of this Agreement or negligence, fraud or willful misconduct;
Platform Partner’s violation of applicable laws;
Claims that Platform Partner’s materials or End User data infringe third-party rights;
Chargebacks, refunds or reversals caused by Platform Partner’s operations.
11.2 Digital-Asset Indemnity. Without limiting 11.1, Platform Partner also indemnifies for losses arising from incorrect wallet addresses, blockchain-network events, gas-fee fluctuations, unauthorized transfers or any custody-related risks.
11.3 Procedure. Delos will notify Platform Partner promptly of any indemnified claim, tender the defense, and cooperate at Platform Partner’s expense. No settlement imposing obligations on Delos shall be made without Delos’s written consent.
12. Disclaimers & Limitation of Liability
12.1 Warranty Disclaimer. THE PLATFORM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
12.2 No Liability. UNDER NO CIRCUMSTANCES SHALL DELOS OR ANY DELOS INDEMNITEE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 Aggregate Cap. EXCEPT FOR PLATFORM PARTNER’S INDEMNITY OBLIGATIONS, PAYMENT OBLIGATIONS OR BREACH OF CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS, AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, DELOS’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY PLATFORM PARTNER IN THE 3 MONTHS PRECEDING THE CLAIM.
12.4 Absolute Indemnity. PLATFORM PARTNER EXPRESSLY AGREES TO INDEMNIFY AND HOLD HARMLESS DELOS FOR ANY AND ALL LOSSES FOR ANY REASON WHATSOEVER.
13. Term & Termination
13.1 Term. Two-year Initial Term, auto-renewing for one-year periods unless ninety (90) days’ prior written notice is given.
13.2 Termination for Cause. Immediate termination if a material breach is uncured within thirty (30) days of notice, insolvency, bankruptcy proceedings or fraud.
13.3 Suspension. Delos may suspend Services instantly if illegal, fraudulent or abusive activity is detected or if Platform Partner breaches security obligations.
13.4 Effect of Termination. Upon termination:
Platform Partner pays all accrued Fees and expenses;
Delos may liquidate the Reserve/Commission Account to settle obligations;
Return or destroy all Confidential Information;
Sections 1, 2, 8, 9, 10, 11, 12, 13.4, 14, 15, 16, 17, 18 and 19 survive.
14. Audit Rights
Delos may audit Platform Partner’s compliance once per year with thirty (30) days’ notice during business hours; Partner shall remedy any deficiencies within fifteen (15) days.
15. Group Entities
This Agreement may be enforced by Delos Financial LTD or any Delos affiliate, including:
Delos Financial LTD (Canada)
Delos Financial Limited (UK)
Delos Financial ΜΟΝΟΠΡΟΣΩΠΗ A.Ε. (Greece)
16. Governing Law & Dispute Resolution
16.1 Governing Law. British Columbia law governs, without conflict-of-law rules.
16.2 Good-Faith Negotiation. Parties will attempt to resolve disputes by senior-management discussions for thirty (30) days.
16.3 Arbitration. Unresolved disputes go to binding arbitration in Vancouver under Canadian Arbitration Association rules, English language, single arbitrator.
17. Force Majeure
Neither Party is liable for delays due to events beyond its control (acts of God, war, strikes, pandemics, government orders, third-party outages). Affected Party shall notify the other and mitigate impacts promptly.
18. Assignment
Platform Partner may not assign without Delos’s consent; Delos may assign to any affiliate or in connection with a sale or merger.
19. Notices
All notices must be in writing, sent by certified mail, courier or email with receipt confirmation, to the addresses above or as updated in writing.
20. Miscellaneous
20.1 Amendments. Written and signed by both Parties. 20.2 Waiver. No delay or failure to enforce any right constitutes a waiver. 20.3 Severability. Invalid provisions are reformed; remainder stays in effect. 20.4 Entire Agreement. This document is the complete agreement, superseding all prior understandings.
20.5 Transactional Account Agreement Applicability Notwithstanding any other provision of this Agreement, the following accounts maintained with Delos are governed by, and subject to all terms and conditions of, Delos’s standard Main Account Terms and Conditions (the “Transactional Account Agreement”):
Platform Partner’s Commission/Reserve Account;
Platform Partner’s own Transactional Account(s) with Delos; and
All End User Accounts opened or maintained under this Agreement.
Each such account shall at all times adhere to the rights, obligations, fees, limits, indemnities and liabilities set forth in the Transactional Account Agreement.
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