The VertexPay Service

VertexPay provides businesses with a technology platform through which they may access and administer financial services made available by independent financial-services providers.

The VertexPay service may include a web-based customer portal, account information interface, transaction-history display, administrative dashboard, payment-instruction functionality, customer-support services, onboarding assistance, API connectivity, document-transmission services, authentication functionality, transaction-request functionality and other related technology and administrative services that VertexPay may make available from time to time.

VertexPay is designed principally for commercial businesses engaged in domestic and international trade, including importers, distributors, trading companies, companies with international suppliers and service providers, and multinational or transnational businesses requiring efficient access to cross-border financial infrastructure.

VertexPay’s role is to provide the technology, interface, administration and communication layer through which the Client accesses the underlying services.

Unless expressly stated otherwise in writing, VertexPay does not itself provide the underlying banking, payment, foreign-exchange or Digital Asset service.

Underlying Service Providers

The financial services accessible through VertexPay are provided by independent third-party providers.

At the date of these Terms, the principal provider through which VertexPay makes certain services available is REALIS Finance Ltd (“REALIS”), together with banking, payment, settlement, foreign-exchange, Digital Asset and other providers used by REALIS in providing its services.

REALIS and each relevant underlying provider are referred to in these Terms individually as a “Provider” and collectively as the “Providers.”

The identity of the Provider associated with a particular account or service may be displayed within the VertexPay platform.

Where, for example, a Client account is maintained through ClearBank or another underlying financial institution, VertexPay may display that institution’s name together with the Client’s account-holder name, IBAN, account number, sort code, SWIFT/BIC or other identifying information supplied by the Provider.

The fact that such information is displayed through VertexPay does not make VertexPay the bank, account issuer, custodian or financial institution maintaining that account.

Relationship Between VertexPay, The Client And Providers

The Client acknowledges that there is a distinction between the VertexPay Services provided by Vertex Tech Supply Limited and the underlying financial services provided by Providers.

Vertex Tech Supply Limited provides the VertexPay technology platform, administrative interface, customer support, onboarding coordination, instruction transmission and related services.

The applicable Provider is responsible for the financial service it provides, including, as applicable, approval of the Client, creation and operation of the underlying account, maintenance of the authoritative account ledger, holding or safeguarding of funds, transaction execution, compliance controls, sanctions screening, transaction monitoring, foreign-exchange execution and Digital Asset conversion or transfer.

VertexPay does not acquire ownership or possession of Client funds merely because the Client may view those funds through the VertexPay platform.

VertexPay does not create a separate deposit or financial balance in favour of the Client by displaying information received from a Provider.

Provider Terms

Use of a Provider Service is subject to the contractual terms, policies, privacy notices, acceptable-use requirements and compliance requirements imposed by the applicable Provider (“Provider Terms”).

By requesting, activating or using a Provider Service through VertexPay, the Client agrees to be bound by the applicable Provider Terms.

Where the Client is required to accept Provider Terms separately, the Client must do so before using the relevant Provider Service.

The Client expressly authorizes VertexPay to facilitate presentation, acceptance and transmission of Provider Terms and related documentation.

The Provider Terms govern the underlying financial service. These Terms govern the Client’s relationship with Vertex Tech Supply Limited in relation to VertexPay.

If there is a conflict between these Terms and Provider Terms concerning account operation, custody or safeguarding of funds, compliance, transaction execution, transaction rejection, settlement, Provider fees, suspension or closure of a Provider Service, the Provider Terms shall control in relation to that Provider Service.

Eligibility And Business Use

VertexPay may only be used by legitimate businesses and persons acting in a commercial or professional capacity.

By applying for or using VertexPay, the Client represents and warrants on a continuing basis that it is validly existing or lawfully conducting business, that its activities are lawful, that all information supplied concerning the Client is true and complete, and that VertexPay and the Provider Services will be used exclusively for genuine commercial purposes.

No Client has an automatic entitlement to use VertexPay or any Provider Service.

VertexPay may decline an application in its discretion, and a Provider may independently decline an application according to its own compliance requirements, risk appetite, supported jurisdictions, permitted sectors or other policies.

Onboarding

VertexPay coordinates the initial collection and preparation of information required to submit a Client for Provider review.

As part of the initial onboarding process, VertexPay may verify the existence and status of the Client through Companies House or another applicable corporate registry, compare information submitted by the Client with publicly available company information, review whether required documentation has been provided, identify obvious discrepancies or missing information and communicate directly with the Client.

VertexPay may require a video call with a director, beneficial owner, authorized representative or other appropriate person for the purpose of confirming that the application relates to a genuine business and genuine persons.

VertexPay may also collect information relating to the Client’s ownership, management, anticipated transaction activity, suppliers, customers, jurisdictions, expected payment volumes, business activities, source of funds and intended use of the Provider Services.

Following VertexPay’s initial review, the information and supporting documentation are transmitted to the applicable Provider for formal review.

Provider Due Diligence And Approval

The Client understands and agrees that formal approval for the underlying Provider Services is determined by the Provider and not by VertexPay.

REALIS or another applicable Provider may conduct identity verification, beneficial-ownership verification, anti-money-laundering checks, sanctions screening, politically exposed person checks, adverse-media searches, source-of-funds review, source-of-wealth review, transaction-risk analysis, jurisdictional review, enhanced due diligence and any other checks that it considers necessary or that are required under applicable law or Provider policy.

A Provider may accept an application, reject an application, request additional information, require enhanced due diligence, restrict available services, impose limits or conditions, or subsequently reconsider its decision.

VertexPay has no obligation or ability to compel a Provider to approve a Client.

Additional Information And Ongoing Review

The Client shall promptly provide any information or documentation reasonably requested by VertexPay or a Provider.

Where a Provider sends a request for information through VertexPay, VertexPay may communicate that request to the Client, receive the Client’s response, review the response for completeness and transmit it to the Provider.

The Client acknowledges that Provider review may continue after onboarding.

The Client must promptly notify VertexPay of any material change in its corporate structure, ownership, beneficial ownership, directors, business activities, addresses, regulatory status, transaction profile, anticipated volumes, source of funds, jurisdictions, principal suppliers, principal customers or other information previously provided during onboarding.

VertexPay and Providers may request updated information at any time.

Account Provisioning

An underlying financial account is not created by VertexPay.

Where a Provider approves the Client for an account, the Provider creates, assigns or arranges the creation of that account through its applicable infrastructure.

Following Provider approval and technical provisioning, VertexPay may connect the account to the VertexPay platform so that the Client can access the relevant information and functionality through its VertexPay interface.

Technical activation within VertexPay may occur after Provider approval and may require additional configuration, authentication and security procedures.

Account Information

Account information displayed within VertexPay is supplied directly or indirectly by the applicable Provider.

VertexPay may display account balances, account-holder information, account identifiers and Transaction history received through Provider systems or APIs.

The Provider’s official records constitute the authoritative record of the underlying financial account.

If information displayed in VertexPay differs from the Provider’s official records because of an API delay, technical issue, synchronization error or other reason, the Provider’s official records shall prevail with respect to the Provider Service.

VertexPay may correct or update displayed information when an error or discrepancy is identified.

Client Funds

Vertex Tech Supply Limited does not take ownership of Client funds held in an underlying Provider account.

Except where expressly disclosed otherwise for a separate service, Client funds do not pass into a Vertex Tech Supply Limited or VertexPay bank account as part of the ordinary operation of the Provider Services.

Where funds are held, safeguarded or otherwise maintained by a Provider, the legal and safeguarding arrangements applicable to those funds are governed by the applicable Provider Terms.

The Client acknowledges that the regulatory, deposit-protection, safeguarding and insolvency treatment applicable to funds depends upon the Provider and the particular service being used.

Transaction Instructions

VertexPay permits eligible Clients to submit instructions for transmission to Providers.

An instruction may be submitted through the VertexPay platform, API, authenticated electronic communication, client-side signing mechanism, two-factor authentication, approved email procedure or another method authorized by VertexPay.

VertexPay may require additional authentication or manual confirmation before transmitting an instruction.

Where VertexPay contacts the Client to verify an instruction, VertexPay may delay transmission until it is reasonably satisfied that the instruction is genuine and authorized.

VertexPay’s receipt or transmission of a Client instruction does not constitute execution of the underlying Transaction.

The applicable Provider executes, arranges or rejects the Transaction.

Authorization Of VertexPay

The Client expressly appoints and authorizes VertexPay to receive Client instructions concerning Provider Services, authenticate such instructions using the agreed methods, communicate with the Client for verification, transmit authenticated instructions to the applicable Provider, receive Provider responses and Transaction information, display Provider information through the VertexPay platform and transmit communications between the Client and Provider.

This authorization is limited to the activities described in these Terms and does not transfer ownership of Client funds to Vertex Tech Supply Limited.

Client-Side Authentication

Certain Transaction requests may be authenticated using a cryptographic key, credential or other signing mechanism maintained on the Client side.

The Client is responsible for safeguarding all credentials, keys, devices, authentication methods and security information under its control.

Where an instruction is correctly authenticated using an approved Client-controlled signing method, VertexPay may treat the instruction as having been authorized by the Client unless VertexPay has actual knowledge that the relevant credentials have been compromised.

The Client must notify VertexPay immediately if it suspects that any credential, signing mechanism or authorized device has been lost, compromised or accessed without authorization.

Two-Factor Authentication

VertexPay may require two-factor authentication or other enhanced authentication as a condition of Platform access or Transaction functionality.

The Client shall not attempt to bypass or disable required security controls.

The Client is responsible for maintaining accurate telephone numbers, email addresses, authentication applications and other information necessary for security verification.

Authorized Users

The Client may designate individuals as Authorized Users where permitted by VertexPay.

The Client is solely responsible for establishing the internal authority of each Authorized User and ensuring that access is revoked when a person no longer requires it.

All activity performed using valid credentials assigned to an Authorized User may be treated by VertexPay as activity performed on behalf of the Client.

The Client remains responsible for its Authorized Users’ compliance with these Terms.

Execution By Providers

A Provider may accept, reject, delay, hold, investigate, return or reverse a Transaction where permitted under the applicable Provider Terms or applicable law.

A Provider may also require further information before processing a Transaction.

VertexPay does not guarantee that an instruction transmitted to a Provider will be accepted, processed within a particular period or completed successfully.

Any estimated execution time communicated by VertexPay is informational unless expressly stated as guaranteed.

Beneficiary And Payment Details

The Client is responsible for ensuring that all payment and beneficiary details are complete and accurate.

This includes the beneficiary name, account number, IBAN, sort code, routing number, SWIFT/BIC, currency, amount, payment reference, payment purpose and any other information required for execution.

VertexPay and the Provider may rely upon information supplied by the Client.

If the Client supplies incorrect information and a Transaction is executed according to that information, the Transaction may be impossible to recover.

VertexPay shall have no liability for loss resulting from incorrect information supplied by the Client except to the extent such loss was independently caused by VertexPay’s fraud, willful misconduct or other liability that may not lawfully be excluded.

Recalls And Returns

Once a Transaction has been accepted for execution, cancellation may no longer be possible.

At the Client’s request, VertexPay may communicate with the Provider concerning a recall, return, trace or recovery request.

VertexPay does not guarantee recovery.

The receiving bank, beneficiary, Provider or other financial institution may refuse a recall, and fees may be charged regardless of whether recovery succeeds.

Digital Assets

VertexPay does not provide Digital Asset custody, Digital Asset holding services or Digital Asset wallets of any kind.

VertexPay does not provide a custodial wallet, hosted wallet, non-custodial wallet, self-custody wallet, private-key service or seed-phrase storage service.

VertexPay does not maintain Digital Asset balances on behalf of Clients.

Where a Client requests an eligible Digital Asset conversion or transfer, VertexPay acts solely as a technology and communication layer between the Client and the applicable Provider.

Digital Asset Transaction Process

A Client wishing to request a Digital Asset Transaction may submit the request through a method approved by VertexPay.

VertexPay may manually confirm the request with the Client and may require authentication through the Client’s approved signing or security mechanism.

Once confirmed, VertexPay transmits the authenticated request to the applicable Provider.

The Provider is responsible for approving and executing or arranging the underlying Transaction, including any debit of the relevant Provider account, fiat-to-Digital Asset or Digital Asset-to-fiat conversion, blockchain transaction, compliance review and delivery of the resulting assets.

The Digital Asset activity is performed outside VertexPay’s custody and books.

At no point in the ordinary Digital Asset Transaction process does VertexPay take possession, custody or control of the Client’s Digital Assets.

External Client Wallet

Where Digital Assets are purchased or converted for a Client, they shall be delivered directly by or through the applicable Provider to an approved external Digital Asset wallet.

Unless the applicable Provider expressly authorizes otherwise, the Client represents and warrants that the destination wallet is owned and controlled by the Client.

VertexPay or the Provider may require evidence establishing ownership or control of the destination wallet.

The Client is solely responsible for the accuracy of the wallet address, blockchain network, token type, memo, destination tag and other blockchain information supplied.

Digital Asset transactions may be irreversible, and an incorrect wallet address, token or network may result in permanent loss.

Digital Asset Risk

The Client acknowledges that Digital Assets may be volatile and that blockchain transactions involve technical and operational risks not present in conventional payment systems.

Exchange rates, spreads, blockchain fees and execution amounts may change before completion.

VertexPay does not provide investment advice and does not recommend any Digital Asset as an investment.

Digital Asset functionality accessible through VertexPay is intended to facilitate eligible commercial transactions through Providers.

Foreign Exchange

Foreign-exchange transactions accessible through VertexPay are executed by or through the relevant Provider.

A rate displayed or communicated before execution may be indicative only unless expressly confirmed as final by the executing Provider.

The amount ultimately received may reflect Provider charges, banking fees, correspondent charges, foreign-exchange spreads, VertexPay charges and commercial margins.

VertexPay Fees

The Client agrees to pay all VertexPay fees communicated to and accepted by the Client.

VertexPay fees may include a monthly platform or service fee, transaction charges, account administration charges, payment charges, foreign-exchange related charges, Digital Asset service charges, support charges, API charges, investigation or remediation charges and other commercial fees agreed with the Client.

VertexPay’s fees compensate Vertex Tech Supply Limited for providing its technology, administration, interface, support, operational coordination and related services.

Transaction Pricing And Commercial Margins

The Client acknowledges and agrees that the price VertexPay charges for a Transaction or service may be greater than the amount charged to VertexPay by a Provider.

VertexPay may incorporate its commercial margin into a payment fee, foreign-exchange charge, percentage charge, Provider pass-through charge or other Transaction price.

Accordingly, a Client fee may comprise the underlying Provider charge together with VertexPay’s commercial margin.

Except where disclosure is required by applicable law or expressly agreed in writing, Vertex Tech Supply Limited is not required to disclose its wholesale cost, Provider pricing or the amount of its commercial margin.

The amount charged to the Client is the amount set out in the Client’s applicable VertexPay pricing schedule or other agreed pricing.

Authority To Collect Fees From Provider Accounts

Where supported by the applicable Provider, the Client expressly authorizes VertexPay to instruct the Provider to deduct properly accrued VertexPay fees from funds available in the Client’s Provider account.

The Client further authorizes the Provider to process such deductions.

This authorization includes recurring monthly fees and applicable Transaction or administrative fees reflected in the Client’s agreed pricing.

A Provider’s processing of a VertexPay fee debit does not cause VertexPay to become the holder or operator of the Client’s underlying account.

Overdue Fees

If there are insufficient available funds to pay an amount due to VertexPay, Vertex Tech Supply Limited may invoice the Client, retry collection, suspend some or all VertexPay functionality, decline to transmit additional Transaction instructions or terminate the VertexPay Services.

Suspension or termination does not extinguish Fees already accrued.

The Client remains responsible for all amounts due before termination.

Provider Fees And Third-Party Costs

Provider fees, intermediary-bank charges, correspondent-bank fees, blockchain network fees, return charges, recall charges and other third-party costs may apply in addition to VertexPay fees.

Where appropriate, VertexPay may pass such costs through to the Client or incorporate them into the Client’s agreed price.

Provider and third-party charges may change from time to time.

Anti-Fraud Controls

VertexPay maintains or may maintain fraud-prevention and security controls independently of those operated by Providers.

Such controls may include automated fraud algorithms, unusual-activity detection, behavioral analysis, device analysis, Transaction-pattern monitoring, velocity controls, manual review and additional authentication.

The purpose of these controls is to protect Clients, VertexPay, Providers and the integrity of the Platform.

VertexPay may change its fraud-detection methodology at any time without disclosing the details of its controls.

Suspicious Or Fraudulent Activity

Where VertexPay’s fraud controls, employees or systems identify activity that may indicate fraud, unauthorized access, account compromise or misuse, VertexPay may temporarily restrict access to the VertexPay Platform, delay transmission of an instruction, request further information, require additional authentication or contact the Client to verify activity.

VertexPay may also escalate the matter to the applicable Provider.

VertexPay may request that a Provider review, restrict, suspend or close an underlying account where VertexPay identifies activity that it reasonably believes may involve fraud, misuse or material risk.

The Provider retains responsibility for determining and implementing any restriction, suspension or closure of the underlying Provider Service in accordance with its own procedures and authority.

Confidential Security Controls

The Client has no right to obtain details of VertexPay’s internal fraud models, risk thresholds, security rules, monitoring logic, investigation methodology or other controls where disclosure could compromise the effectiveness of those systems.

VertexPay may decline to disclose information concerning an active fraud, security or compliance investigation where disclosure would be unlawful, contractually prohibited or reasonably likely to undermine that investigation.

Prohibited Activity

The Client shall not use VertexPay or a Provider Service for any unlawful purpose or in a manner designed to conceal the true nature, origin, ownership or destination of funds.

Without limiting the foregoing, the Client shall not use the Services for fraud, money laundering, terrorist financing, sanctions evasion, deceptive activity, fictitious Transactions, unlawful gambling, unlawful controlled substances, prohibited weapons activity, human trafficking, child exploitation, fraudulent investment schemes, Ponzi or pyramid schemes, money-mule activity, shell banking, unauthorized money transmission, unlicensed financial services, unlicensed Digital Asset services or any other activity prohibited by the applicable Provider.

The Client shall not use an account to receive, aggregate, transfer or process funds for an undisclosed third party.

The Client shall not use VertexPay to operate an undisclosed payment business, nested financial-services business, correspondent arrangement or financial intermediary.

Restricted Jurisdictions And Client Types

VertexPay may restrict Clients, jurisdictions, industries, currencies, payment corridors, counterparties or Transaction types based upon its own legitimate risk assessment or restrictions imposed by a Provider.

Provider eligibility and risk policies constitute the minimum requirements for access to the relevant Provider Service.

Where the applicable Provider will not support a Client, jurisdiction, industry or Transaction, VertexPay is under no obligation to arrange the same underlying financial service through another provider.

VertexPay may adopt more restrictive requirements than a Provider where Vertex Tech Supply Limited considers such restrictions reasonably necessary for fraud, operational, commercial, legal or reputational-risk purposes.

Supporting Documentation

VertexPay or a Provider may request documentation concerning a Client or Transaction at any time.

The Client agrees to provide reasonable supporting evidence, which may include invoices, contracts, purchase orders, supplier agreements, bills of lading, shipping documents, bank statements, tax documents, corporate records, source-of-funds evidence, source-of-wealth information, payment-purpose information, beneficial-ownership evidence, wallet-ownership evidence and other documents reasonably relevant to the Client or Transaction.

A Transaction or Service may be delayed while required documentation remains outstanding.

Client Representations And Warranties

The Client represents and warrants to Vertex Tech Supply Limited on a continuing basis that all information supplied by or on behalf of the Client is true, accurate and complete in all material respects; that the Client is a genuine commercial enterprise; that Transactions submitted through VertexPay relate to lawful business activities; that the Client will not knowingly use VertexPay on behalf of an undisclosed third party; that all required corporate authority has been obtained; and that the Client will comply with applicable law, these Terms and the Provider Terms.

Where the Client represents that funds belong to it, that a counterparty has a specified relationship with it or that a Digital Asset wallet is controlled by it, the Client warrants that the representation is accurate.

The Client shall not intentionally provide false documentation or omit information for the purpose of avoiding a Provider or VertexPay control.

Client Security Obligations

The Client shall take reasonable measures to prevent unauthorized access to VertexPay.

The Client is responsible for protecting passwords, two-factor authentication devices, signing credentials, API keys, authorized devices and other security credentials.

Credentials must not be shared except through functionality expressly intended for multiple Authorized Users.

The Client must promptly remove access belonging to former employees, contractors or representatives.

The Client must review account and Transaction activity and notify VertexPay promptly of activity that it does not recognize.

Platform Suspension

VertexPay may immediately suspend or restrict the Client’s access to some or all of the VertexPay Platform where Vertex Tech Supply Limited reasonably believes that suspension is necessary to protect the Client, investigate possible fraud, respond to suspected credential compromise, comply with a Provider instruction, obtain overdue information, address unpaid Fees, protect Platform security, investigate a breach of these Terms or prevent material legal, financial or reputational risk.

A VertexPay Platform suspension is separate from any restriction of the underlying Provider Service.

Where an underlying Provider Account remains open, Vertex Tech Supply Limited’s restriction of access to VertexPay does not itself mean that the Provider has frozen or terminated that account.

Provider Suspension Or Closure

A Provider may restrict, suspend or terminate a Provider Service according to its Provider Terms, Applicable Law, compliance policies and risk requirements.

VertexPay does not control a Provider’s independent compliance decision.

Where legally and contractually permitted, VertexPay may communicate relevant Provider information to the Client and assist with administrative communications.

VertexPay shall not be liable merely because a Provider exercises its lawful or contractual right to restrict or terminate a Provider Service.

Provider Availability

VertexPay does not guarantee that any particular Provider, underlying bank, account type, currency, payment network, blockchain, country or financial product will remain available indefinitely.

Providers may change their products, counterparties, infrastructure, risk appetite or geographical coverage.

Where a Provider Service becomes unavailable, VertexPay may attempt to offer another available solution, but is under no obligation to do so and may require the Client to complete a new Provider onboarding process.

Service Availability

Vertex Tech Supply Limited will use commercially reasonable efforts to maintain the VertexPay Platform but does not guarantee uninterrupted or error-free availability.

The Platform may be unavailable because of maintenance, software issues, Provider outages, banking-network failure, API interruption, internet or telecommunications failure, cyber incidents, blockchain-network issues or circumstances outside Vertex Tech Supply Limited’s reasonable control.

Vertex Tech Supply Limited may temporarily suspend functionality for maintenance, security or operational reasons.

Third-Party Systems

VertexPay depends upon systems operated by Providers and other third parties.

To the maximum extent permitted by law, Vertex Tech Supply Limited shall not be responsible for losses caused solely by the failure, delay or unavailability of a Provider, correspondent bank, banking network, blockchain network, telecommunications provider, internet provider or other third-party infrastructure outside Vertex Tech Supply Limited’s reasonable control.

Privacy And Data

Vertex Tech Supply Limited may collect and process information concerning the Client, beneficial owners, directors, officers, employees, Authorized Users and Transactions as reasonably necessary to provide VertexPay.

Vertex Tech Supply Limited may transmit that information to REALIS and other Providers for onboarding, due diligence, Account provisioning, compliance review, fraud prevention, Transaction execution, responding to requests for information, investigations, customer support and operation of the Provider Services.

The Client authorizes these disclosures.

Additional information concerning Vertex Tech Supply Limited’s processing of personal information may be set out in the VertexPay Privacy Policy.

Providers maintain their own privacy policies and may process information independently in connection with their Provider Services.

Records And Communications

Vertex Tech Supply Limited may retain reasonable records of onboarding information, Client instructions, Transaction requests, emails, compliance communications, authentication activity, Platform activity, API activity, customer-support communications and other information associated with the Services.

Where permitted by law and appropriately disclosed, Vertex Tech Supply Limited may record or retain video onboarding calls and verification communications for security, evidentiary, fraud-prevention, quality-assurance and recordkeeping purposes.

Electronic Communications And Acceptance

The Client agrees that these Terms and other agreements, disclosures, notices, statements, Fee information, Provider communications and records may be delivered electronically.

The Client consents to the use of electronic signatures, electronic acceptance, electronic records and electronically authenticated instructions to the maximum extent permitted by Applicable Law.

Clicking an acceptance button, checking an acceptance box or otherwise electronically manifesting agreement may constitute the Client’s signature.

The Client is responsible for maintaining a valid, monitored email address and accurate contact information.

Intellectual Property

The VertexPay Platform, including its software, design, interfaces, APIs, databases, trademarks, trade names, graphics, workflows, documentation and proprietary technology, is owned by or licensed to Vertex Tech Supply Limited.

Subject to these Terms, Vertex Tech Supply Limited grants the Client a limited, non-exclusive, non-transferable and revocable right to access VertexPay for the Client’s internal business purposes.

The Client may not copy, reverse engineer, decompile, disassemble, scrape, circumvent, sublicense, resell or commercially exploit VertexPay or attempt to obtain its source code except to the extent such restriction is prohibited by law.

Api Access

Where VertexPay provides API access, the Client shall use the API only in accordance with VertexPay’s technical documentation and these Terms.

API credentials are confidential security credentials.

The Client is responsible for all activity performed using API credentials issued to it and must immediately notify VertexPay if those credentials may have been compromised.

VertexPay may impose reasonable rate limits, change API specifications, replace versions, revoke compromised credentials or suspend API access where necessary to protect security or Platform stability.

Confidentiality

Each party shall use reasonable measures to protect confidential information received from the other and shall use such information only for purposes related to their commercial relationship.

Confidentiality obligations do not apply to information that is publicly available without breach, was lawfully known before disclosure, is independently developed without use of confidential information, is lawfully obtained from another source or must be disclosed pursuant to law, court order or regulatory requirement.

Vertex Tech Supply Limited may disclose Client information to Providers, employees, contractors and professional advisers where reasonably necessary to provide the Services or satisfy legal, compliance or operational obligations.

No Financial, Investment, Tax Or Legal Advice

VertexPay provides technology, administration and operational support.

Nothing displayed or communicated by VertexPay constitutes legal, tax, investment, accounting or financial-planning advice.

VertexPay does not make investment recommendations regarding Digital Assets, currencies or other financial products.

The Client is responsible for obtaining professional advice appropriate to its circumstances.

Client'S Regulatory Responsibilities

The Client is responsible for determining whether its own business activities require any licence, registration, permit, authorization or regulatory approval.

Acceptance by VertexPay or a Provider does not constitute a legal opinion that the Client’s business is lawful in every jurisdiction.

The Client shall maintain any permissions required for its own business and shall promptly notify VertexPay of any suspension, revocation or material regulatory action affecting those permissions.

Term

These Terms become effective between Vertex Tech Supply Limited and the Client when the Client accepts them and continue until the VertexPay relationship is terminated.

Any separate written commercial agreement may establish a minimum term or different termination notice period.

Termination By Client

Unless a different notice period is stated in a written commercial agreement, the Client may terminate the VertexPay Services by giving Vertex Tech Supply Limited thirty (30) days’ written notice.

Termination does not eliminate Fees accrued before the effective termination date and does not automatically close a Provider Account.

The Client remains subject to the applicable Provider Terms concerning any underlying Provider Service.

Termination By Vertex Tech Supply Limited

Vertex Tech Supply Limited may terminate the VertexPay Services immediately where the Client materially breaches these Terms, provides materially false or misleading information, fails to pay Fees, engages or appears to engage in fraud or unlawful activity, creates a material security risk, ceases to satisfy VertexPay eligibility requirements, is no longer accepted by a necessary Provider, becomes insolvent, or where continued provision of VertexPay would expose Vertex Tech Supply Limited to material legal, regulatory, financial, operational or reputational risk.

Vertex Tech Supply Limited may otherwise terminate the VertexPay relationship for commercial convenience on thirty (30) days’ written notice unless another period has been agreed in writing.

Effect Of Termination

Upon termination, Vertex Tech Supply Limited may disable the Client’s access to VertexPay.

Termination does not affect accrued rights or obligations.

Outstanding Fees remain payable.

Pending Transactions remain subject to applicable Provider procedures.

Vertex Tech Supply Limited may retain information to the extent reasonably necessary or required for legal, compliance, fraud-prevention, contractual, evidentiary or legitimate business purposes.

Where an underlying Provider relationship is capable of continuing independently of VertexPay, termination of VertexPay does not by itself extinguish the Client’s rights against the relevant Provider.

No Warranty Of Provider Acceptance

Vertex Tech Supply Limited does not warrant that a Provider will approve the Client, maintain a relationship indefinitely, process any specific Transaction, maintain any particular payment rail or continue to offer any particular Account, currency or service.

Provider decisions remain subject to their own terms and policies.

Disclaimer Of Warranties

Vertex Tech Supply Limited warrants that it will use commercially reasonable care in providing the VertexPay Services.

Except as expressly provided in these Terms and except for rights that cannot lawfully be excluded, VertexPay is provided on an “as available” basis.

Vertex Tech Supply Limited does not warrant that VertexPay will operate without interruption, that every Transaction will be successful, that Provider information will always be instantaneous, that an incorrect payment can be recovered, or that any particular Provider Service will remain available.

Limitation Of Liability

Nothing in these Terms excludes or limits liability for fraud, willful misconduct or any liability that cannot legally be excluded or limited.

Subject to the foregoing, Vertex Tech Supply Limited shall not be liable for indirect, incidental, consequential, exemplary or special damages or for loss of anticipated profits, revenue, business opportunity, anticipated savings, goodwill or reputation arising out of or relating to VertexPay, whether the claim arises in contract, tort or otherwise.

Vertex Tech Supply Limited shall not be responsible for losses caused by incorrect instructions supplied by the Client, incorrect beneficiary information, incorrect Digital Asset wallet information, Client credential compromise, actions of Authorized Users, Client failure to comply with security requirements, Client failure to provide requested compliance information, or acts or omissions of an independent Provider outside Vertex Tech Supply Limited’s reasonable control.

To the maximum extent permitted by law, Vertex Tech Supply Limited’s aggregate liability arising out of or relating to the VertexPay Services during any rolling twelve-month period shall not exceed the aggregate VertexPay Fees actually paid by the Client to Vertex Tech Supply Limited during the twelve months immediately preceding the event giving rise to the claim.

If the Client has been a VertexPay customer for less than twelve months, the limitation shall equal the VertexPay Fees actually paid during that shorter period.

Indemnification

To the maximum extent permitted by Applicable Law, the Client shall defend, indemnify and hold harmless Vertex Tech Supply Limited, its affiliates, directors, officers, employees and contractors from and against third-party claims, losses, liabilities, penalties, damages and reasonable professional costs arising from or relating to the Client’s breach of these Terms, unlawful activity, fraud, false or misleading information, violation of Provider Terms, violation of Applicable Law, sanctions breach, unauthorized third-party financial activity, misuse of VertexPay, infringement of third-party rights, Client Transactions or the Client’s failure to maintain any licence or authorization required for its own business.

The Client shall have no indemnification obligation to the extent the relevant liability was directly caused by Vertex Tech Supply Limited’s fraud or willful misconduct.

Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including war, terrorism, civil disturbance, governmental action, sanctions, natural disaster, fire, flood, labor dispute, epidemic, pandemic, power failure, telecommunications failure, internet outage, banking-system failure, Provider outage, cyberattack, blockchain failure or material failure of third-party infrastructure.

This clause does not excuse the Client’s obligation to pay Fees already due.

Complaints

Complaints concerning the VertexPay Services may be submitted to:

Vertex Tech Supply Limited / VertexPay, Flat 28, Robert Burns House, London, GL N17 0RB, United Kingdom. Email: info@vertexpay.uk.

Vertex Tech Supply Limited will review complaints concerning the VertexPay technology and services.

Where a complaint concerns an underlying Provider Service, Vertex Tech Supply Limited may refer or transmit the complaint to the applicable Provider, whose own complaint procedures and Provider Terms may apply.

Notices

Formal legal notices to Vertex Tech Supply Limited shall be delivered to: Flat 28, Robert Burns House, London, GL N17 0RB, United Kingdom. Email: info@vertexpay.uk.

Notices to the Client may be delivered to the Client’s registered email address or through the VertexPay Platform.

The Client shall keep its contact information current.

Changes To These Terms

These Terms are Version 1.0 and are effective September 4, 2026.

Vertex Tech Supply Limited may amend these Terms from time to time.

Vertex Tech Supply Limited will use reasonable efforts to provide at least thirty (30) days’ notice of a material adverse amendment, except where an earlier change is reasonably necessary because of Applicable Law, Provider requirements, fraud prevention, security, regulatory requirements, operational necessity or introduction or modification of a Service.

Continued use of VertexPay after an amendment becomes effective constitutes acceptance of the amended Terms.

If the Client does not agree to an amendment, the Client may cease using VertexPay and terminate the relationship subject to accrued obligations.

Changes To Fees

Vertex Tech Supply Limited may change VertexPay Fees upon reasonable notice.

Where an underlying Provider, bank, payment network, blockchain network or other third party changes its charges, Vertex Tech Supply Limited may adjust the applicable Client price accordingly.

A Client-specific commercial agreement may provide different notice requirements.

Assignment

The Client may not assign or transfer its rights or obligations under these Terms without Vertex Tech Supply Limited’s prior written consent.

Vertex Tech Supply Limited may assign these Terms to an affiliate or to an entity acquiring all or substantially all of the VertexPay business or relevant assets, or in connection with a merger, reorganization or corporate restructuring.

Subcontracting

Vertex Tech Supply Limited may engage affiliates, technology providers, consultants, contractors and other service providers to assist in providing VertexPay.

Nothing in this clause changes the respective responsibilities of Vertex Tech Supply Limited and the applicable Provider for their respective services.

Independent Contractual Relationship

Nothing in these Terms creates a partnership, joint venture, employment relationship or fiduciary relationship between the Client and Vertex Tech Supply Limited.

Neither the Client nor Vertex Tech Supply Limited may bind the other except to the extent expressly authorized under these Terms or another written agreement.

Nothing in these Terms causes Vertex Tech Supply Limited to become the owner of Client assets merely because Vertex Tech Supply Limited transmits instructions or displays Provider information.

Severability

If any provision of these Terms is determined to be invalid or unenforceable, that provision shall be enforced to the greatest extent legally permissible and, where necessary, modified to the minimum extent required to make it enforceable.

The remaining provisions shall continue in full force and effect.

No Waiver

A failure or delay by either party to enforce a right under these Terms does not constitute a waiver of that right.

A waiver concerning one breach does not constitute a waiver concerning another breach.

Entire Agreement

These Terms, together with any Client-specific commercial agreement, accepted pricing schedule, Order Form, applicable Privacy Policy and applicable Provider Terms, constitute the contractual framework governing the Client’s use of VertexPay and the Provider Services accessible through it.

A specifically negotiated and executed written agreement between Vertex Tech Supply Limited and the Client shall prevail over these Terms to the extent it expressly states that it modifies a provision of these Terms.

Order Of Precedence

In the event of conflict, a specifically negotiated and signed Vertex Tech Supply Limited agreement shall prevail concerning the specific VertexPay commercial terms it addresses; a Client-specific Order Form or pricing schedule shall prevail concerning Client-specific pricing; these Terms shall govern the general VertexPay relationship; and the Provider Terms shall govern the operation and provision of the applicable underlying Provider Service.

Survival

Any provision that by its nature is intended to continue after termination shall survive termination, including provisions concerning accrued Fees, Client representations, confidentiality, intellectual property, data and records, limitation of liability, indemnification, dispute resolution and governing law.

Governing Law

These Terms and all claims, disputes and non-contractual obligations arising out of or relating to the VertexPay Services or the relationship between Vertex Tech Supply Limited and the Client shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to conflict-of-law principles that would require application of another jurisdiction’s laws.

Exclusive Jurisdiction And Venue

Subject to any mandatory law that cannot validly be waived, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or relating to these Terms, VertexPay or the relationship between Vertex Tech Supply Limited and the Client.

Each party waives any objection based upon personal jurisdiction, venue or inconvenient forum.

Good-Faith Resolution

Before commencing litigation, a party shall provide written notice describing the dispute and the parties shall use reasonable good-faith efforts to resolve the matter for at least thirty (30) days.

This requirement does not prevent either party from seeking immediate injunctive, emergency or protective relief where reasonably necessary.

Waiver Of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTEX TECH SUPPLY LIMITED AND THE CLIENT KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE VERTEXPAY SERVICES OR THE PARTIES’ BUSINESS RELATIONSHIP.

Class Action Waiver

To the maximum extent permitted by Applicable Law, each party agrees that claims arising out of or relating to these Terms shall be brought only in that party’s individual capacity and not as a plaintiff, claimant or class member in a purported class, collective, consolidated or representative proceeding.

Contact Information

VertexPay is a service provided by Vertex Tech Supply Limited. Registered address: Flat 28, Robert Burns House, London, GL N17 0RB, United Kingdom. Website: vertexpay.uk. Support, compliance, complaints and legal notices: info@vertexpay.uk.

Client Acceptance

By accepting these Terms, the Client confirms that it has reviewed and agrees to the VertexPay Business Terms and Conditions, Version 1.0, effective September 4, 2026.

The Client acknowledges that VertexPay is a service provided by Vertex Tech Supply Limited; that underlying financial services accessible through VertexPay are provided by independent Providers and may be subject to separate Provider Terms; that Client information may be transmitted to Providers for onboarding, compliance, account provisioning and Transaction purposes; that VertexPay may transmit properly authenticated Client instructions to Providers; that VertexPay does not provide a Digital Asset wallet or custody Digital Assets; and that the Client is responsible for all applicable VertexPay Fees.

The person accepting these Terms represents that he or she possesses full authority to bind the Client.