Master Services Agreement

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

"Agreement" means these Master Services Agreement terms and conditions, as amended from time to time.

"Applicable Laws" means all applicable laws, regulations, regulatory guidance, and industry standards including but not limited to anti-money laundering (AML), counter-terrorist financing (CTF), sanctions, and data protection legislation in force in the relevant jurisdiction.

"Authorized Partner" means a third-party Payment Service Provider authorized by the Financial Conduct Authority (FCA) or other relevant regulatory authority with whom Unicorn Currencies Ltd (UK) has entered into a commercial arrangement to facilitate the provision of Services.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in the jurisdiction relevant to the Transaction.

"Canadian Entity" means Unicorn Currencies Limited, a corporation incorporated under the laws of British Columbia, Canada (Incorporation No: BC1473865), registered with FINTRAC as a Money Service Business and Payment Service Provider (Registration No: C100000159), with registered address at 5577 153A Street, Suite 207, Surrey, V3S 5K7, British Columbia, Canada.

"Client", "you", or "your" means the individual or legal entity entering into this Agreement for the use of Services.

"Client Funds" means all money received from or held on behalf of a Client in connection with the provision of Services.

"Locked Rate" means a foreign exchange rate quoted by Unicorn and confirmed to the Client, which becomes binding upon acceptance by the Client in accordance with Clause 7.

"Market Loss" means the difference between the Locked Rate and the prevailing market rate at the time of cancellation, calculated to reflect any loss incurred by Unicorn as a result of the Client's cancellation of a Transaction.

"Services" means the foreign exchange, currency transfer, payment processing, and related treasury management services provided by Unicorn as described on the Website and pursuant to this Agreement.

"Transaction" means any foreign exchange conversion, international payment, or related transaction executed pursuant to this Agreement.

"UK Entity" means Unicorn Currencies Ltd, a company incorporated in England & Wales (Registration No: 14325478), with registered address at 4th Floor, Silverstream House, Fitzroy Street, London, United Kingdom, W1T 6EB, registered with the UK Information Commissioner's Office (ICO Registration No: ZB534346).

"Unicorn", "we", "us", or "our" means, as applicable to the Client's jurisdiction and as specified in Clause 2, either the Canadian Entity or the UK Entity.

"Website" means www.unicorncurrencies.com and any associated platforms, portals, or applications through which Services are provided.

2. CONTRACTING ENTITIES AND JURISDICTIONAL APPLICATION

2.1 Two-Entity Structure

Unicorn operates through two distinct legal entities serving different jurisdictions:

(a) Clients resident in Canada or the United States of America contract exclusively with the Canadian Entity (Unicorn Currencies Limited, BC, Canada).

(b) Clients resident in the United Kingdom, European Union, or Rest of World territories contract exclusively with the UK Entity (Unicorn Currencies Ltd, England & Wales).

2.2 Determination of Contracting Entity

The applicable contracting entity shall be determined by:

(a) The Client's registered business address or residential address as provided during account registration;

(b) The jurisdiction of incorporation for corporate clients;

(c) In cases of ambiguity, the jurisdiction from which the Client primarily conducts business.

2.3 Separate Legal Obligations

Each entity operates independently with separate legal obligations, regulatory authorizations, and contractual liabilities. No representation, warranty, or obligation made by one entity shall be construed as binding upon the other entity unless explicitly stated in writing.

3. REGULATORY STATUS AND PARTNER ARRANGEMENTS

3.1 Canadian Entity Authorization

The Canadian Entity is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Service Business (MSB) and Payment Service Provider (PSP) under registration number C100000159. The Canadian Entity acts as principal and operates under its own regulatory authorization when providing Services to North American clients.

3.2 UK Entity Program Manager Role

The UK Entity operates as a Program Manager and intermediary for Services provided to UK, EU, and Rest of World clients. The UK Entity does NOT hold direct authorization from the Financial Conduct Authority (FCA) as a Payment Institution or Electronic Money Institution.

3.3 Authorized Partner Arrangements

(a) For UK, EU, and Rest of World Transactions, the UK Entity contracts with one or more Authorized Partners who hold the requisite regulatory permissions (including but not limited to FCA authorization) to execute foreign exchange transactions and international payments.

(b) By entering into this Agreement and utilizing Services through the UK Entity, you explicitly acknowledge and agree that:

• (i) Your Transactions will be processed by an Authorized Partner selected by Unicorn;

• (ii) You accept and agree to be bound by the terms and conditions, privacy policy, and service terms of the applicable Authorized Partner as amended from time to time;

• (iii) The Authorized Partner's terms and conditions shall govern the underlying payment services, and in the event of conflict between this Agreement and the Authorized Partner's terms, the Authorized Partner's terms shall prevail with respect to payment execution, safeguarding, and regulatory matters;

• (iv) Unicorn acts solely as an intermediary and program manager in such arrangements;

• (v) You may be required to accept additional terms or provide additional information directly to the Authorized Partner.

(c) Unicorn reserves the right to change Authorized Partners at any time without prior notice to the Client, provided that any replacement Authorized Partner holds equivalent or superior regulatory authorization.

3.4 Client Responsibility for Partner Terms

It is your responsibility to review and understand the terms and conditions of any Authorized Partner. Unicorn shall make reasonable efforts to provide access to such terms, but you acknowledge that failure to review such terms does not invalidate your acceptance thereof by using the Services.

4. SAFEGUARDING AND PROTECTION OF CLIENT FUNDS

4.1 Canadian Entity Safeguarding

Client Funds held by the Canadian Entity are maintained in segregated bank accounts at Canadian chartered banks, separate from Unicorn's operational funds, in accordance with FINTRAC requirements and Canadian law.

4.2 UK Entity Safeguarding

Client Funds received by the UK Entity are safeguarded in accordance with the safeguarding arrangements maintained by the relevant Authorized Partner pursuant to FCA regulations and applicable Payment Services Regulations.

4.3 No Deposit Insurance Coverage

IMPORTANT: Client Funds held by Unicorn or by Authorized Partners are NOT covered by deposit insurance schemes such as the Canada Deposit Insurance Corporation (CDIC), the Financial Services Compensation Scheme (FSCS), or equivalent schemes in other jurisdictions.

Client Funds are held as e-money or payment service balances and do not constitute deposits with a banking institution insured by governmental deposit insurance programs.

4.4 Security Interest and Set-Off Rights

Unicorn and its Authorized Partners reserve the right to exercise a general lien and right of set-off over Client Funds in respect of:

(a) Any fees, charges, or costs owed by the Client to Unicorn;

(b) Any Market Loss arising from cancelled Transactions under Clause 7.6;

(c) Any liability of the Client to Unicorn arising under this Agreement or otherwise.

4.5 Insolvency Risk

In the event of insolvency of Unicorn or an Authorized Partner, Client Funds held in segregated or safeguarded accounts should be protected and returned to Clients. However, there may be delays in returning funds, and there is no guarantee that all funds will be recovered. This risk is inherent in the provision of payment services.

5. ACCOUNT OPENING AND CLIENT OBLIGATIONS

5.1 Eligibility

Services are available only to:

(a) Individuals aged 18 years or over with legal capacity to enter into binding contracts;

(b) Corporations, partnerships, and other legal entities duly organized and in good standing in their jurisdiction of incorporation or formation.

5.2 Application and Verification

(a) All Clients must complete Unicorn's account application process and provide satisfactory evidence of identity, address, and (for corporate clients) legal existence, beneficial ownership, and authority to transact.

(b) Unicorn conducts Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD) as required by Applicable Laws, including verification of identity documents, proof of address, source of funds, and business activities.

(c) Unicorn reserves the absolute right to reject any application without providing reasons.

5.3 Ongoing Obligations

You agree to:

(a) Provide accurate, current, and complete information during registration and throughout the term of this Agreement;

(b) Promptly notify Unicorn of any changes to your registered details, beneficial ownership, business activities, or anticipated transaction patterns;

(c) Respond promptly to requests for additional information or documentation;

(d) Comply with all Applicable Laws in your jurisdiction;

(e) Not use the Services for any unlawful purpose including but not limited to money laundering, terrorist financing, sanctions evasion, fraud, or other financial crime.

5.4 Prohibited Activities

You shall not:

(a) Use the Services in any manner that could damage, disable, or impair the Website or interfere with any other party's use of the Services;

(b) Attempt to gain unauthorized access to any accounts, systems, or networks;

(c) Provide false, misleading, or fraudulent information;

(d) Use the Services for any purpose prohibited by Applicable Laws or this Agreement.

6. SERVICES PROVIDED

6.1 Foreign Exchange Services

Unicorn provides foreign exchange conversion services enabling Clients to exchange one currency for another at prevailing exchange rates quoted by Unicorn.

6.2 International Payment Services

Unicorn facilitates international payment transfers to beneficiary accounts worldwide via the SWIFT network, SEPA, and other payment rails.

6.3 Forward Contracts and Hedging Products

Subject to separate terms and credit approval, Unicorn may offer forward contracts, currency options, and other hedging instruments. Such products are subject to separate risk disclosures and margin requirements.

6.4 Treasury Management Services

Unicorn may provide ancillary treasury management services including multi-currency accounts, payment automation, and reporting tools as made available through the Website.

6.5 Service Modifications

Unicorn reserves the right to modify, suspend, or discontinue any Service at any time without liability to the Client. Reasonable notice shall be provided where practicable.

7. FOREIGN EXCHANGE RATES AND LOCKED RATE OBLIGATIONS

7.1 Rate Quotations

Exchange rates quoted by Unicorn are indicative only until confirmed and locked in accordance with Clause 7.2. Rates are derived from wholesale interbank markets with Unicorn's margin applied.

7.2 Locked Rate Mechanism

(a) A rate becomes a "Locked Rate" when:

• (i) Unicorn provides a rate quotation to the Client via telephone, email, or electronic platform;

• (ii) The Client expressly accepts the quoted rate within the validity period specified (typically 30 seconds to 5 minutes);

• (iii) Unicorn confirms acceptance and issues a transaction reference number or confirmation.

(b) A Locked Rate constitutes a binding obligation on both parties to complete the Transaction at the agreed rate, subject to receipt of cleared funds and compliance with this Agreement.

7.3 Binding Nature of Locked Rates

Once a rate is locked, neither party may withdraw from the Transaction except as expressly permitted under Clause 7.6 or in the event of a Force Majeure Event under Clause 13.

7.4 Payment Obligation Timeline

(a) For spot Transactions (settlement within two Business Days), the Client must remit cleared funds to Unicorn's designated account within the timeframe specified in the transaction confirmation, typically the same Business Day or next Business Day.

(b) For forward contracts, the Client must remit funds in accordance with the payment schedule specified in the forward contract agreement.

7.5 Failure to Fund

If the Client fails to remit cleared funds by the specified deadline:

(a) Unicorn may, at its sole discretion, cancel the Transaction and calculate Market Loss pursuant to Clause 7.6; or

(b) Unicorn may extend the settlement deadline and adjust the exchange rate to reflect prevailing market conditions plus an administrative fee.

7.6 Client Cancellation and Market Loss Liability

(a) If the Client cancels a Transaction after a Locked Rate has been confirmed, the Client shall be liable for any Market Loss incurred by Unicorn.

(b) Market Loss is calculated as follows:

Market Loss = (Locked Rate - Prevailing Market Rate at Cancellation Time) × Transaction Amount

Where this calculation results in a negative number (i.e., a benefit to Unicorn), no credit shall be due to the Client.

(c) Unicorn shall determine the Prevailing Market Rate at Cancellation Time by reference to the wholesale interbank market rates at which Unicorn can close out its hedging position.

(d) The Client authorizes Unicorn to deduct Market Loss from any Client Funds held or to invoice the Client for immediate payment.

(e) In addition to Market Loss, Unicorn may charge an administrative cancellation fee of up to 0.5% of the Transaction amount or such other amount as specified in the Fee Schedule.

7.7 Unicorn Cancellation Rights

Unicorn may cancel a Transaction without liability if:

(a) The Client breaches any term of this Agreement;

(b) Unicorn is unable to complete the Transaction due to compliance concerns, sanctions screening failures, or regulatory prohibitions;

(c) Cleared funds are not received by the deadline specified;

(d) A Force Majeure Event occurs.

In such circumstances, Unicorn shall not be liable for Market Loss, and any fees paid shall be non-refundable.

8. FEES AND CHARGES

8.1 Fee Structure

Unicorn's fees consist of:

(a) Foreign exchange margin embedded in the exchange rate quoted;

(b) Transaction fees (if applicable) as specified in the Fee Schedule published on the Website;

(c) Wire transfer fees charged by correspondent banks;

(d) Additional charges for expedited services, amended payment instructions, or cancellations.

8.2 Fee Disclosure

Unicorn shall disclose the total fees payable for each Transaction in the transaction confirmation. By proceeding with the Transaction, you accept the fees disclosed.

8.3 Third-Party Charges

You acknowledge that correspondent banks, intermediary banks, and beneficiary banks may deduct charges from the payment amount. Unicorn is not responsible for such third-party charges unless explicitly agreed in writing to remit on a "free of charge" basis.

8.4 Fee Changes

Unicorn reserves the right to modify fees at any time. Changes shall be effective upon publication on the Website. Continued use of Services after fee changes constitutes acceptance.

9. PAYMENT PROCESSING AND SETTLEMENT TIMES

9.1 Payment Routing

International payments are processed via SWIFT, SEPA, domestic Automated Clearing House (ACH), or other payment networks as appropriate for the destination country and currency.

9.2 Processing Timeframes

(a) SWIFT Payments: Typically 1-4 Business Days from receipt of cleared funds, depending on destination country, correspondent banking arrangements, and compliance screening requirements.

(b) SEPA Payments (Eurozone): Typically 1-2 Business Days.

(c) Domestic Transfers (Canada, UK): Typically same Business Day or next Business Day.

(d) Emerging Markets and High-Risk Jurisdictions: May require 5-10 Business Days or longer.

9.3 No Guaranteed Delivery Times

Unicorn does NOT guarantee payment delivery times. Settlement times are estimates only. Actual delivery times depend on factors outside Unicorn's control including but not limited to:

(a) Correspondent bank processing times;

(b) Beneficiary bank crediting policies;

(c) SWIFT network delays;

(d) Compliance and sanctions screening by intermediary banks;

(e) Public holidays in origin, destination, or intermediary jurisdictions;

(f) Technical failures or disruptions to payment networks.

9.4 Delayed Payments

If a payment is delayed beyond the estimated timeframe, Unicorn shall make reasonable efforts to trace the payment through the correspondent banking chain. Unicorn shall not be liable for any losses, damages, or consequential harm arising from payment delays unless caused by Unicorn's gross negligence or willful misconduct.

9.5 Payment Recall and Amendments

(a) Once a payment has been released to the SWIFT or correspondent banking network, it may be impossible or commercially impractical to recall or amend the payment.

(b) If the Client requests a recall or amendment, Unicorn shall use reasonable efforts to effect the change, but success cannot be guaranteed.

(c) Fees for recall or amendment requests (whether successful or not) shall be borne by the Client and may include correspondent bank charges of £15-£50 or equivalent.

10. COMPLIANCE, AML, AND SANCTIONS SCREENING

10.1 Regulatory Compliance Obligations

Unicorn is subject to extensive anti-money laundering (AML), counter-terrorist financing (CTF), and economic sanctions obligations under Canadian law (Proceeds of Crime (Money Laundering) and Terrorist Financing Act), UK law (Money Laundering Regulations 2017), and international sanctions regimes including those administered by OFAC (USA), OFSI (UK), UN, and EU.

10.2 Transaction Screening

All Transactions are screened against sanctions lists and adverse media databases. Unicorn may delay, suspend, or refuse to process any Transaction if:

(a) The Client, beneficial owner, or beneficiary appears on a sanctions list;

(b) The destination country is subject to comprehensive sanctions;

(c) The Transaction exhibits characteristics consistent with money laundering, terrorist financing, fraud, or other financial crime;

(d) Unicorn is unable to verify the source of funds or purpose of payment to its satisfaction.

10.3 Enhanced Due Diligence

Unicorn may require Enhanced Due Diligence (EDD) for:

(a) Politically Exposed Persons (PEPs) and their family members or close associates;

(b) High-risk jurisdictions as designated by the Financial Action Task Force (FATF);

(c) Transactions exceeding specified monetary thresholds;

(d) Complex or unusual transaction patterns inconsistent with the Client's known business activities.

10.4 Right to Refuse Service

Unicorn reserves the absolute right to refuse to process any Transaction, terminate this Agreement, or close your account without prior notice or explanation if Unicorn determines, in its sole discretion, that:

(a) Continuing the relationship would expose Unicorn to unacceptable legal, regulatory, or reputational risk;

(b) You have provided false or misleading information;

(c) Your activities breach Applicable Laws or this Agreement.

10.5 Suspicious Activity Reporting

Unicorn is legally obligated to report suspicious transactions to FINTRAC (Canada), the National Crime Agency (UK), and other relevant Financial Intelligence Units (FIUs). Unicorn is PROHIBITED by law from informing you if a Suspicious Activity Report (SAR) or Suspicious Transaction Report (STR) has been filed. You waive any claims against Unicorn arising from such reporting.

10.6 Cooperation with Authorities

Unicorn may be compelled by court order, regulatory demand, or statutory obligation to disclose Client information and transaction data to law enforcement, tax authorities, or regulatory bodies. You consent to such disclosure and waive any claims based on breach of confidentiality.

11. LIMITATION OF LIABILITY

11.1 Indirect and Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNICORN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF UNICORN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Direct Damages

Unicorn's total aggregate liability to the Client for any and all claims arising under this Agreement, whether in contract, tort, or otherwise, shall be limited to the lesser of:

(a) The total fees paid by the Client to Unicorn in the twelve (12) months preceding the event giving rise to liability; or

(b) CAD $50,000 (for Canadian Entity clients) or GBP £25,000 (for UK Entity clients).

11.3 Exceptions to Limitation

The limitations in Clauses 11.1 and 11.2 shall not apply to:

(a) Liability for death or personal injury caused by Unicorn's negligence;

(b) Liability for fraud or fraudulent misrepresentation;

(c) Any other liability that cannot be excluded or limited under Applicable Law.

11.4 Delays Caused by Banking Networks

Unicorn shall have no liability whatsoever for delays, failures, or errors in payment processing caused by:

(a) SWIFT network disruptions or technical failures;

(b) Correspondent bank delays, errors, or insolvency;

(c) SEPA network issues or delays;

(d) Beneficiary bank systems failures or crediting delays;

(e) Public holidays or bank closures in relevant jurisdictions;

(f) Sanctions screening by intermediary banks resulting in payment holds;

(g) Erroneous account details provided by the Client or beneficiary.

11.5 Delays Caused by Compliance Procedures

Unicorn shall have no liability for delays arising from:

(a) Enhanced due diligence or additional verification requirements;

(b) Sanctions screening processes;

(c) Requests for additional documentation or information;

(d) Investigations into potentially suspicious activity;

(e) Regulatory inquiries or examinations.

You acknowledge that compliance processes are legally mandated and may result in significant delays. Unicorn shall use reasonable efforts to minimize such delays but provides no guarantees.

11.6 Third-Party Actions

Unicorn is not responsible for the actions, omissions, errors, or insolvency of:

(a) Authorized Partners;

(b) Correspondent banks;

(c) Payment networks (SWIFT, SEPA, etc.);

(d) Beneficiary banks;

(e) Telecommunications providers;

(f) Internet service providers.

11.7 Client Obligation to Mitigate

The Client has an obligation to mitigate losses. Failure to provide timely and accurate information, failure to respond to requests for clarification, or failure to take reasonable steps to minimize harm may bar or reduce recovery.

12. INDEMNIFICATION

12.1 Client Indemnity

You agree to indemnify, defend, and hold harmless Unicorn, its Authorized Partners, officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) Your breach of this Agreement;

(b) Your violation of Applicable Laws;

(c) Inaccurate or fraudulent information provided by you;

(d) Your use of Services for unlawful purposes;

(e) Claims by third parties (including beneficiaries) arising from your instructions;

(f) Market Loss arising from your cancellation of Transactions;

(g) Fees, costs, or penalties imposed by regulatory authorities resulting from your conduct.

12.2 Defense of Claims

Unicorn reserves the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully with Unicorn in such defense.

13. FORCE MAJEURE

13.1 Force Majeure Events

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

"Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to:

(a) Acts of God (earthquakes, floods, hurricanes, pandemics);

(b) War, terrorism, civil unrest, or insurrection;

(c) Government actions, including sanctions, embargoes, or asset freezes;

(d) Failure or disruption of telecommunications, internet, or payment networks;

(e) Strikes, lockouts, or labor disputes (other than those involving the party's own employees);

(f) Cyber-attacks, hacking, or system failures;

(g) Failure of Authorized Partners, correspondent banks, or payment networks.

13.2 Notice and Mitigation

The party affected by a Force Majeure Event shall promptly notify the other party and shall use reasonable efforts to mitigate the effects of the Force Majeure Event.

13.3 Extended Force Majeure

If a Force Majeure Event continues for more than thirty (30) Business Days, either party may terminate this Agreement without liability by providing written notice.

14. DATA PROTECTION AND PRIVACY

14.1 Privacy Policy

Unicorn's collection, use, and disclosure of personal data is governed by its Privacy Policy, available on the Website. By using the Services, you consent to such collection, use, and disclosure in accordance with the Privacy Policy.

14.2 UK GDPR Compliance

The UK Entity complies with the UK General Data Protection Regulation (UK GDPR) and is registered with the UK Information Commissioner's Office (ICO Registration No: ZB534346).

14.3 Canadian Privacy Laws

The Canadian Entity complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

14.4 Cross-Border Data Transfers

You acknowledge that personal data may be transferred to and processed in jurisdictions outside your country of residence, including jurisdictions that may not provide equivalent levels of data protection. Unicorn shall implement appropriate safeguards as required by Applicable Laws.

14.5 Retention

Unicorn retains Client data for a minimum of six (6) years from account closure or last Transaction date, as required by AML regulations, or longer if required by legal or regulatory obligations.

15. INTELLECTUAL PROPERTY

15.1 Ownership

All intellectual property rights in the Website, Services, trademarks, logos, software, documentation, and content are owned by or licensed to Unicorn. No rights are granted to you except the limited right to use the Services in accordance with this Agreement.

15.2 Restrictions

You shall not:

(a) Copy, reproduce, distribute, or create derivative works from any part of the Website or Services;

(b) Reverse engineer, decompile, or disassemble any software;

(c) Use Unicorn's trademarks, trade names, or branding without prior written consent;

(d) Remove or alter any proprietary notices.

16. TERM AND TERMINATION

16.1 Term

This Agreement commences upon your acceptance (by account registration or first use of Services) and continues until terminated in accordance with this Clause 16.

16.2 Termination by Client

You may terminate this Agreement at any time by providing thirty (30) days' written notice to Unicorn, provided that all outstanding Transactions are settled and all amounts owed are paid in full.

16.3 Termination by Unicorn

Unicorn may terminate this Agreement immediately without notice if:

(a) You breach any material term of this Agreement;

(b) Unicorn reasonably believes you have engaged in fraudulent, illegal, or suspicious activity;

(c) Continuation of the relationship would expose Unicorn to unacceptable legal, regulatory, or reputational risk;

(d) You fail to provide requested documentation or information within specified timeframes;

(e) You become insolvent, enter bankruptcy, or a receiver is appointed over your assets.

Unicorn may also terminate this Agreement for convenience by providing sixty (60) days' written notice.

16.4 Effect of Termination

Upon termination:

(a) All outstanding Transactions must be settled;

(b) All amounts owed to Unicorn become immediately due and payable;

(c) Unicorn shall return Client Funds (less any amounts owed to Unicorn) within thirty (30) Business Days;

(d) Clauses that by their nature should survive termination (including indemnification, limitation of liability, confidentiality, and dispute resolution) shall survive.

17. CONFIDENTIALITY

17.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of this Agreement.

"Confidential Information" means all non-public information disclosed by one party to the other, including business plans, pricing, client lists, and proprietary information.

17.2 Exceptions

Confidential Information does not include information that:

(a) Is publicly available through no breach of this Agreement;

(b) Was rightfully possessed prior to disclosure;

(c) Is independently developed without reference to Confidential Information;

(d) Is rightfully received from a third party without breach of confidentiality obligations.

17.3 Required Disclosures

Either party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that reasonable notice is given to the other party where legally permissible.

18. AMENDMENTS

18.1 Right to Amend

Unicorn reserves the right to amend this Agreement at any time by posting the revised Agreement on the Website with an updated "Last Updated" date.

18.2 Notice of Material Changes

For material changes that adversely affect your rights or obligations, Unicorn shall provide notice via email or prominent notice on the Website at least thirty (30) days prior to the effective date.

18.3 Acceptance of Amendments

Continued use of the Services after the effective date of amendments constitutes acceptance of the revised Agreement. If you do not accept the amendments, you must cease using the Services and terminate this Agreement.

19. NOTICES

19.1 Method of Notice

All notices under this Agreement must be in writing and shall be deemed given when:

(a) Delivered personally;

(b) Sent by registered mail or courier to the address on record;

(c) Sent by email to the email address on record, provided that receipt is acknowledged or confirmed.

19.2 Address for Notices

Notices to Unicorn must be sent to:

For Canadian Entity:
Unicorn Currencies Limited
5577 153A Street, Suite 207
Surrey, V3S 5K7, British Columbia
Canada
Email: legal@unicorncurrencies.com

For UK Entity:
Unicorn Currencies Ltd
4th Floor, Silverstream House, Fitzroy Street
London, W1T 6EB
United Kingdom
Email: legal@unicorncurrencies.com

20. DISPUTE RESOLUTION

20.1 Governing Law

(a) For Canadian Entity clients, this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

(b) For UK Entity clients, this Agreement shall be governed by and construed in accordance with the laws of England and Wales.

20.2 Jurisdiction

(a) Canadian Entity clients irrevocably submit to the exclusive jurisdiction of the courts of British Columbia.

(b) UK Entity clients irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

20.3 Arbitration

Prior to commencing litigation, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, either party may initiate binding arbitration in accordance with:

(a) For Canadian clients: The British Columbia International Commercial Arbitration Centre (BCICAC) rules;

(b) For UK clients: The London Court of International Arbitration (LCIA) rules.

Arbitration shall be conducted in English. The decision of the arbitrator shall be final and binding.

20.4 Costs

The prevailing party in any dispute shall be entitled to recover reasonable legal fees and costs.

21. GENERAL PROVISIONS

21.1 Entire Agreement

This Agreement, together with the Privacy Policy, Fee Schedule, and any transaction-specific confirmations or supplementary terms, constitutes the entire agreement between you and Unicorn regarding the Services and supersedes all prior agreements, understandings, and representations.

21.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

21.3 Waiver

No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

21.4 No Partnership

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between you and Unicorn.

21.5 Assignment

You may not assign or transfer this Agreement or any rights hereunder without Unicorn's prior written consent. Unicorn may assign this Agreement to any affiliate or successor without your consent.

21.6 Third-Party Rights

This Agreement is for the benefit of the parties only. No third party has any right to enforce any provision of this Agreement except as expressly stated (e.g., Authorized Partners as third-party beneficiaries with respect to indemnification).

21.7 Headings

Headings are for convenience only and do not affect interpretation.

21.8 Language

This Agreement is executed in English. Any translation is for convenience only, and the English version shall prevail in case of discrepancy.

22. ACCEPTANCE

BY REGISTERING FOR AN ACCOUNT, ACCESSING THE WEBSITE, OR USING ANY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS MASTER SERVICES AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES.

23. CONTACT INFORMATION

Unicorn Currencies Limited (Canada)
5577 153A Street, Suite 207
Surrey, V3S 5K7, British Columbia
Canada
FINTRAC Registration No: C100000159
Email: support@unicorncurrencies.com
Phone: +1 (548) 488-0818

Unicorn Currencies Ltd (United Kingdom)
4th Floor, Silverstream House, Fitzroy Street
London, W1T 6EB
United Kingdom
ICO Registration No: ZB534346
Email: support@unicorncurrencies.com
Phone: +44 (20) 8064-0818

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