TERMS & CONDITIONS

HELPEX PAY LTD.

Last Updated: 7 November 2026

Website: https://helpex.exchange

1. COMPANY INFORMATION AND DEFINITIONS

1.1 Company Information

These Terms & Conditions ("Agreement") govern the use of the website https://helpex.exchange (the "Website") and the exchange services provided by:

Helpex Pay Ltd. (the "Company", "Helpex", "we", "us" or "our")

Company Registration Number: BC1594027

FINTRAC MSB Registration Number: N300001747

Registered Address: 2120-580 Seaborne Avenue, Port Coquitlam, British Columbia, Canada, V3B 0M3

Website: https://helpex.exchange

Customer Support: help@helpex.exchange

Complaints: complaints@helpex.exchange

The Company is registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), where applicable to its regulated activities.

FINTRAC registration is not a banking licence, securities registration, government endorsement or guarantee of the Company's financial standing.

1.2 Definitions

For the purposes of this Agreement:

"Customer" or "User" means any individual or legal entity accessing the Website or requesting the Services.

"Company" means Helpex Pay Ltd.

"Website" or "Platform" means the Company's website, software, online interfaces and related communication channels accessible through helpex.exchange.

"Services" means the arrangement, facilitation and execution of cryptocurrency-to-fiat, fiat-to-cryptocurrency and cryptocurrency-to-cryptocurrency exchange transactions.

"Cryptocurrency" or "Virtual Currency" means a digital representation of value that operates using blockchain, distributed ledger or similar technology.

"Fiat Currency" means government-issued currency, including EUR, USD, CAD and other currencies supported by the Company.

"Order" means a request submitted by a Customer for an exchange transaction.

"Quote" means the exchange rate, transaction amount, fees and other commercial terms offered by the Company for a particular Order.

"Liquidity Provider" means a third-party entity, exchange, financial institution, market participant or other service provider that supplies liquidity or facilitates the execution or settlement of an exchange transaction.

"Payment Provider" means a bank, payment institution, financial intermediary or other third party involved in processing fiat currency payments.

"Customer Wallet" means a cryptocurrency wallet controlled by the Customer or held by a third-party wallet provider on the Customer's behalf.

"Customer Bank Account" means a bank account held in the Customer's name or otherwise approved by the Company following appropriate verification.

"Funds" means fiat currency or cryptocurrency transferred by the Customer to the Company in connection with a specific Order.

"Settlement" means the completion of an exchange transaction through delivery of the agreed fiat currency or cryptocurrency to the Customer or an approved recipient.

2. SCOPE OF SERVICES AND BUSINESS MODEL

2.1 Nature of Services

Helpex provides exchange services through an over-the-counter (OTC) transaction model.

The Company acts as an exchange intermediary and transaction facilitator, arranging and executing exchange transactions with the assistance of Liquidity Providers, banks, payment institutions and other third-party service providers.

The Services may include:

• Exchange of fiat currency for cryptocurrency;
• Exchange of cryptocurrency for fiat currency;
• Exchange of one cryptocurrency for another cryptocurrency;
• Processing of exchange-related payments;
• Coordination and facilitation of OTC transactions;
• Other exchange-related services expressly offered by the Company.

The availability of particular currencies, cryptocurrencies, networks and payment methods may change from time to time.

2.2 Transaction Structure

Depending on the nature of an Order, the transaction may involve the following process:

1. The Customer submits an exchange request to Helpex.

2. The Company provides a Quote containing the applicable exchange rate, transaction amount and fees.

3. The Customer confirms the Quote and transfers the required Funds to the Company's designated bank account or cryptocurrency address.

4. Upon receipt of the Funds, the Company processes the transaction and may transfer, exchange or otherwise use the received Funds as necessary to execute the Order, including through Liquidity Providers and Payment Providers.

5. The exchanged fiat currency or cryptocurrency is delivered to the Customer's designated bank account or Customer Wallet, as applicable.

The Customer acknowledges that third-party providers may participate in the execution and settlement of transactions.

2.3 Role of the Company

Helpex acts as an intermediary and transaction facilitator in all exchange transactions arranged through the Platform. Helpex does not act as the principal buyer or seller of the cryptocurrency or fiat currency being exchanged.

Helpex coordinates the transaction between the Customer and one or more Liquidity Providers, banks, payment institutions or other relevant counterparties. The Customer acknowledges that such third parties may provide liquidity, process payments or perform settlement functions.

For the purpose of executing an Order, Helpex may temporarily receive, process and transmit the Customer's Funds as described in these Terms. This temporary handling does not constitute the provision of a long-term custodial wallet or deposit account.

The availability of a particular Liquidity Provider, Payment Provider, currency, cryptocurrency or payment method is not guaranteed and may change from time to time.

2.4 No Banking or Investment Services

Unless expressly stated otherwise in a separate written agreement, the Company does not:

• Operate as a bank or deposit-taking institution;
• Provide conventional bank accounts;
• Offer interest-bearing accounts or savings products;
• Provide investment management or portfolio management;
• Provide investment, financial or tax advice;
• Guarantee investment returns or profits;
• Operate a securities exchange or derivatives trading service merely by virtue of its MSB registration.

The Services are intended for exchange transactions and not for speculative investment management.

3. ACCEPTANCE OF THESE TERMS

3.1 Agreement

By accessing the Website, registering an Account where applicable, submitting an Order or otherwise using the Services, the Customer agrees to be bound by this Agreement.

Where the Website provides an acceptance checkbox or electronic confirmation mechanism, the Customer must expressly accept these Terms before submitting an Order.

3.2 Capacity to Enter into an Agreement

The Customer confirms that:

• They are at least eighteen (18) years old or have reached the applicable age of majority in their jurisdiction, whichever is higher;
• They have the legal capacity to enter into binding agreements;
• They are not prohibited by applicable law from using the Services;
• They are acting for themselves or are duly authorized to act on behalf of the represented legal entity.

3.3 Electronic Communications

The Customer agrees that electronic communications, electronic confirmations, emails and electronically accepted agreements may be used to establish and document the contractual relationship between the parties, subject to applicable law.

4. CUSTOMER REGISTRATION AND VERIFICATION

4.1 Registration

The Company may require Customers to create an Account or complete an onboarding process before accessing certain Services.

Registration information must be accurate, complete and current.

4.2 Identity Verification

The Company may require identity verification and customer due diligence before accepting or executing an Order.

Verification may include:

• Full legal name;
• Date of birth;
• Residential or registered business address;
• Government-issued identification;
• Proof of residential address;
• Contact information;
• Information concerning the Customer's business activities;
• Source of Funds and source of wealth information;
• Information concerning the intended purpose of a transaction;
• Ownership and control information for legal entities.

The Company may request additional documentation where necessary.

4.3 Legal Entities

Where a Customer is a legal entity, the Company may request:

• Certificate of incorporation or equivalent registration documents;
• Constitutional documents;
• Information regarding directors and authorized representatives;
• Shareholder and beneficial ownership information;
• Corporate structure documentation;
• Proof of business address;
• Information regarding the origin of corporate funds.

4.4 Ongoing Due Diligence

The Company may request updated information or additional verification documents at any time during the business relationship.

Failure to provide requested information may result in rejection, suspension or cancellation of an Order.

4.5 Refusal of Service

The Company reserves the right to reject an application, decline an Order or discontinue a business relationship where required or permitted by applicable law, internal risk management requirements or contractual provisions.

5. ORDERS, PAYMENTS AND TRANSACTION EXECUTION

5.1 Submitting an Order

Customers may submit Orders through the Website or another communication channel expressly approved by the Company.

An Order may contain:

• The amount and type of currency to be exchanged;
• The requested exchange direction;
• The proposed exchange rate;
• Applicable transaction fees;
• The Customer's payment details;
• The receiving bank account or cryptocurrency wallet address;
• Other information reasonably required to execute the transaction.

5.2 Quotes and Exchange Rates

The exchange rate, transaction amount and applicable fees are displayed to the Customer through the Platform when the Customer creates an Order. The Customer must review the displayed information before confirming the Order.

The exchange rate displayed on the Platform is fixed when the Customer confirms and submits the Order through the Platform, subject to the Customer transferring the required Funds within the payment deadline set out in Section 5.3. Changes in market prices after confirmation will not, by themselves, change the rate applicable to a valid and timely funded Order.

The Customer must transfer the required Funds within one (1) hour after confirming the Order. If the Funds are not received within that period, Helpex may cancel the Order and the quoted rate will cease to apply.

If Funds are received after the one-hour payment period, Helpex may return them to the original source, subject to applicable legal, compliance and banking requirements, or offer execution under a new Quote. A new or revised Quote will apply only if the Customer accepts it.

An Order is accepted for processing when it is confirmed through the Platform and remains subject to receipt of the Funds within the stated deadline, completion of applicable verification and Helpex's legal and compliance obligations.

5.3 Payment to the Company

The Customer must transfer the required Funds to the bank account or cryptocurrency address designated by the Company within one (1) hour after confirming the Order through the Platform.

Unless otherwise expressly approved by the Company, payments must originate from a bank account or cryptocurrency wallet owned or controlled by the Customer.

The Company may reject or investigate payments originating from unrelated third parties.

The Customer must ensure that all payment references, bank details, cryptocurrency addresses and network selections are accurate.

5.4 Receipt and Processing of Funds

The Customer acknowledges that Funds transferred in connection with an Order are received by Helpex solely for the purpose of processing and facilitating that specific exchange transaction.

For the limited period reasonably necessary to receive, process and transmit the Funds for execution and settlement of an Order, Helpex may temporarily hold or exercise control over those Funds. Helpex does not provide long-term custodial wallet services or maintain personal cryptocurrency wallets for Customers as part of the Services.

Unless expressly agreed otherwise:

Funds are not held in a personal deposit account for the Customer;

The Company does not provide an interest-bearing balance and the Customer is not entitled to interest on Funds;

Funds may not be segregated from the Company's own operational funds, subject always to applicable legal requirements;

Funds are not represented as being protected by deposit insurance or a government-backed compensation scheme.

The Customer's rights concerning Funds received by Helpex are contractual rights arising from this Agreement and the relevant Order, subject to applicable law.

5.5 Transaction Execution

Following receipt of the Customer's cleared Funds and completion of applicable verification and compliance procedures, Helpex will use commercially reasonable efforts to arrange and complete the exchange within twenty-four (24) hours.

The twenty-four (24) hour period begins when the Funds have been received and credited in a form that is available for processing and any required verification or compliance review has been completed. The time required for the Customer's bank or wallet to send the Funds to Helpex is not included in this period.

Execution may involve one or more Liquidity Providers, Payment Providers or financial institutions. The Customer acknowledges that completion may depend on banking processing times, liquidity availability, blockchain network conditions, payment provider procedures, compliance reviews and technical systems.

Where a delay beyond Helpex's reasonable control prevents completion within twenty-four (24) hours, Helpex will use reasonable efforts to notify the Customer and provide an update. Helpex will continue to use commercially reasonable efforts to complete the Order or, where completion is not possible, handle the Funds in accordance with Section 6 and applicable law.

A change in market prices after a valid Order has been confirmed and funded within the one-hour payment period will not, by itself, entitle Helpex to change the locked exchange rate. Any revised rate must be accepted by the Customer.

5.6 Settlement Destinations

Fiat currency payments will generally be made to a bank account in the Customer's name.

Cryptocurrency will generally be delivered to a Customer Wallet designated by the Customer.

The Company may require additional evidence of ownership or control of the receiving account or wallet.

The Company may reject instructions to deliver Funds to unrelated third parties where such instructions are inconsistent with applicable law, compliance requirements or the Company's risk controls.

5.7 Transaction Completion

An Order is considered executed and completed when the exchange has been carried out and the resulting fiat currency or cryptocurrency has been sent or delivered to the destination specified in the Order, subject to the applicable payment or blockchain settlement process.

Once an Order has been executed and the exchanged cryptocurrency has been delivered to the Customer's designated wallet, the transaction is final and cannot ordinarily be cancelled, reversed or unwound. Helpex does not accept the return of cryptocurrency as a means of reversing an executed Order.

The Customer acknowledges that blockchain transactions, once sufficiently confirmed and settled, are generally irreversible. This provision does not exclude any remedy or liability that cannot lawfully be excluded under applicable law.

6. CANCELLATIONS, REFUNDS AND FAILED TRANSACTIONS

6.1 How to Submit a Request

A Customer who wishes to request cancellation of a pending Order or the return of Funds relating to an Order that has not been executed must contact help@helpex.exchange. The request should include the Customer's name, Order reference, payment details and a clear description of the request.

Submitting a request does not guarantee that an Order can be cancelled or that Funds can be returned. Helpex will assess the status of the Order and whether cancellation or return is operationally and legally possible.

6.2 Pending Orders

Where an Order has not been executed and cancellation is possible, Helpex may cancel the Order and arrange return of the Funds, subject to identity and payment verification, applicable law, banking requirements and any actual third-party charges that may lawfully be deducted.

If the Customer fails to transfer the Funds within one (1) hour after confirming the Order, Helpex may cancel the Order. If Funds arrive after cancellation or after the payment deadline, Helpex may return them to the original source or offer a new Quote for the Customer's acceptance.

6.3 Orders Already in Progress

If Helpex or a third-party provider has already begun processing an Order, cancellation may not be possible. Where cancellation or return remains possible, the Customer may be responsible for actual, reasonable and disclosed third-party costs incurred in connection with the transaction, to the extent permitted by applicable law.

6.4 Executed Orders

Each executed Order is final. Once the exchanged cryptocurrency has been delivered to the Customer's designated wallet, the Customer cannot return that cryptocurrency to Helpex to cancel the exchange or obtain a refund of the original payment. Helpex cannot reverse a completed blockchain transfer.

This does not limit any mandatory rights or remedies that cannot be excluded under applicable law, or the Company's obligation to address an error for which it is legally responsible.

6.5 Failed or Uncompleted Transactions

An Order may fail or remain incomplete because of a Liquidity Provider's rejection, a bank or Payment Provider's rejection or delay, blockchain network congestion or failure, incorrect payment details, compliance or sanctions requirements, technical errors or other circumstances beyond Helpex's reasonable control.

If an Order cannot be completed, Helpex will assess the circumstances and, where appropriate and legally permissible, arrange return of the Funds or offer an alternative execution arrangement. Any alternative exchange rate must be accepted by the Customer before execution.

6.6 Refund Method and Timing

Where a return of Funds is appropriate, it will generally be made to the original originating bank account or cryptocurrency address, unless another destination is approved following verification and compliance checks.

Returns may be delayed by banking procedures, blockchain networks, third-party providers or legal restrictions. Helpex may deduct actual third-party charges only where those charges are disclosed or otherwise recoverable and such deduction is permitted by applicable law.

6.7 Funds Subject to Legal Restrictions

Nothing in this Agreement requires Helpex to return, transfer or release Funds where doing so would violate applicable laws, sanctions, court orders, regulatory directions or other binding legal requirements. Helpex may retain or restrict Funds only to the extent and for the period permitted or required by applicable law.

7. FEES AND CHARGES

7.1 Company Fees

The Company may charge transaction fees, exchange commissions, service fees or other charges associated with the Services.

Applicable Company fees will be disclosed to the Customer before confirmation of the relevant Order.

7.2 Exchange Rate and Margin

The exchange rate offered by the Company may include a commercial margin.

The Customer acknowledges that the quoted exchange rate may differ from rates displayed on public cryptocurrency exchanges or financial market information services.

7.3 Third-Party Charges

Additional charges may be imposed by:

• Banks;
• Payment institutions;
• Liquidity Providers;
• Blockchain networks;
• Cryptocurrency miners or validators;
• Other financial or technical intermediaries.

Where reasonably ascertainable, these charges will be disclosed before the Customer confirms the transaction.

7.4 Changes to Fees

The Company may update its general fee structure from time to time.

Any fees applicable to an already accepted Order will remain governed by the Quote and transaction terms agreed for that Order, unless otherwise agreed or required by law.

8. AML/CTF AND REGULATORY COMPLIANCE

8.1 General Compliance

The Company maintains policies and procedures intended to comply with applicable anti-money laundering and counter-terrorist financing requirements, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its associated regulations.

The Company is registered as an MSB with FINTRAC under registration number N300001747.

8.2 Customer Cooperation

Customers must provide accurate information and cooperate with reasonable verification and due diligence requests.

Customers must not use the Services to:

• Launder proceeds of crime;
• Finance terrorism;
• Evade sanctions;
• Facilitate fraud or other unlawful activities;
• Conceal the origin or beneficial ownership of Funds;
• Circumvent applicable financial regulations.

8.3 Transaction Monitoring

The Company may review transactions and associated information for compliance, fraud prevention and risk management purposes.

The Company may request explanations or additional documents concerning a transaction where necessary.

8.4 Suspicious Transactions

Where required by law, the Company may submit reports or disclose information to FINTRAC, law enforcement agencies or other competent authorities.

The Company is not required to inform the Customer that a report has been submitted where such disclosure is prohibited by law.

8.5 Transaction Restrictions

The Company may refuse, delay, suspend or restrict an Order where necessary to comply with applicable legal or regulatory requirements.

The Company may also request additional information before allowing a transaction to proceed.

8.6 Record Keeping

The Company may retain customer identification records, transaction records, communications and other relevant information for the periods required by applicable law.

9. PROHIBITED ACTIVITIES

Customers must not use the Website or Services for any unlawful, fraudulent or unauthorized purpose.

Prohibited activities include:

• Money laundering or terrorist financing;
• Sanctions evasion;
• Fraud, scams or deceptive financial schemes;
• Unauthorized use of another person's bank account or cryptocurrency wallet;
• Transactions involving stolen or unlawfully obtained assets;
• Providing false, misleading or incomplete identification information;
• Circumventing geographical restrictions;
• Using the Services on behalf of undisclosed third parties;
• Interfering with or attempting to compromise the Website or its infrastructure;
• Exploiting technical errors or vulnerabilities.

The Company may suspend or terminate access to the Services where prohibited activity is suspected or identified.

10. CUSTOMER REPRESENTATIONS AND WARRANTIES

By using the Services, the Customer represents and warrants that:

1. All information supplied to the Company is accurate, complete and not misleading.

2. The Customer is legally entitled to use the Funds involved in the transaction.

3. The Funds are not derived from criminal or unlawful activities.

4. The Customer is the lawful owner of the Funds or is otherwise duly authorized to use them.

5. The Customer is not acting on behalf of an undisclosed person or entity.

6. The Customer is not attempting to circumvent sanctions or applicable regulatory restrictions.

7. The Customer understands the nature and risks of cryptocurrency transactions.

8. The Customer will comply with all applicable laws and tax obligations.

The Customer must promptly notify the Company if any of these representations ceases to be accurate.

11. CUSTOMER RESPONSIBILITIES

The Customer is responsible for:

• Providing accurate bank account details;
• Providing the correct cryptocurrency wallet address;
• Selecting the correct blockchain network;
• Reviewing transaction amounts and Quotes before confirmation;
• Maintaining the security of their email and other communication accounts;
• Protecting their private keys and wallet credentials;
• Providing requested verification documents;
• Complying with applicable tax laws;
• Reporting unauthorized activity or suspected fraud promptly.

The Company shall not be responsible for losses resulting from incorrect information provided by the Customer, except to the extent caused by the Company's own breach, negligence or other conduct for which liability cannot legally be excluded.

12. RISK ACKNOWLEDGEMENT

The Customer acknowledges that cryptocurrency transactions involve substantial risks, including:

• Price volatility;
• Liquidity limitations;
• Blockchain network failures;
• Irreversible transactions;
• Cybersecurity incidents;
• Fraud and phishing;
• Regulatory changes;
• Delays or failures by third-party providers.

Cryptocurrency assets are not legal tender in most jurisdictions and are not equivalent to insured bank deposits.

The Customer acknowledges that the Company does not guarantee the future value, stability or marketability of any cryptocurrency.

Additional information is provided in the Company's Risk Disclosure Notice, which forms part of the Company's public policy framework.

13. THIRD-PARTY PROVIDERS

13.1 Use of Third Parties

The Company may cooperate with Liquidity Providers, banks, payment processors, cryptocurrency service providers and other third parties to facilitate the Services.

13.2 Third-Party Requirements

Customers may be subject to additional verification requirements, transaction limits, operational procedures or terms imposed by third-party providers.

13.3 Third-Party Availability

The Company does not control the internal systems, policies or operational decisions of independent third parties.

The Company shall not be responsible for independent third-party failures to the extent such failures are outside the Company's reasonable control, subject always to applicable law and the Company's own contractual obligations.

13.4 No Direct Relationship

Unless expressly agreed otherwise, the use of a third-party provider does not automatically establish a direct contractual relationship between the Customer and that provider.

14. RESTRICTED JURISDICTIONS AND GEOGRAPHICAL LIMITATIONS

14.1 General Restrictions

The Company provides Services internationally, subject to applicable laws and the Company's geographical restrictions.

The Company does not knowingly provide Services to Customers located in or connected with:

• The United Kingdom;
• Jurisdictions subject to applicable Canadian sanctions;
• Jurisdictions subject to applicable international sanctions or comprehensive restrictive measures;
• Jurisdictions where the relevant Services are prohibited or where providing them would violate applicable law.

14.2 Additional Restrictions

The Company may introduce additional geographical restrictions where required by regulatory developments, banking partner requirements, compliance considerations or operational risk assessments.

14.3 Geographical Verification

The Company may use identity verification, address checks, IP geolocation, payment information and other reasonable methods to determine whether a Customer is eligible to use the Services.

14.4 Circumvention

Customers must not provide false addresses or other misleading information, or otherwise misrepresent their actual location or circumvent geographical restrictions.

14.5 Right to Refuse Service

The Company may decline or discontinue Services where a Customer is located in, resides in, or otherwise has a relevant connection with a restricted jurisdiction.

Further information is provided in the Company's Geoblocking Policy.

15. SUSPENSION AND TERMINATION

15.1 Suspension

The Company may temporarily suspend access to the Services or an individual Order where:

• Additional verification is required;
• Suspicious or unusual activity is identified;
• A regulatory or legal requirement applies;
• A third-party provider suspends processing;
• A security incident occurs;
• The Customer breaches this Agreement.

15.2 Termination

The Company may terminate its business relationship with a Customer where permitted by applicable law, including where continued service presents unacceptable legal, regulatory, compliance or operational risks.

15.3 Consequences

Upon termination:

• Pending Orders may be reviewed, completed or cancelled as appropriate;
• Outstanding contractual obligations remain enforceable;
• Funds may be returned where legally and operationally permissible;
• Information may be retained where required by law.

The Company will not be required to disclose information where disclosure is prohibited by applicable law or would compromise a lawful investigation.

16. INTELLECTUAL PROPERTY

All intellectual property associated with the Website, including trademarks, logos, software, designs, content, databases and other materials, belongs to the Company or its respective licensors.

Customers are granted a limited, non-exclusive, non-transferable and revocable right to access and use the Website for its intended purposes.

Customers must not:

• Copy or reproduce Website content for commercial purposes without authorization;
• Reverse-engineer or attempt to extract source code;
• Interfere with Website security;
• Use the Company's trademarks without written permission;
• Distribute or commercially exploit Website materials without authorization.

17. PRIVACY AND PERSONAL INFORMATION

The Company processes personal information in accordance with its Privacy Policy and applicable Canadian privacy legislation.

Personal information may be collected and processed for:

• Customer identification and verification;
• AML/CTF compliance;
• Transaction processing;
• Fraud prevention;
• Customer support;
• Regulatory reporting;
• Website security;
• Legal and contractual purposes.

The Company may disclose relevant information to banks, Liquidity Providers, payment processors, compliance service providers, regulators and other authorized recipients where necessary and legally permissible.

Further information is available in the Company's Privacy Policy.

18. LIMITATION OF LIABILITY

18.1 General Principle

To the maximum extent permitted by applicable law, the Company shall not be liable for losses arising from circumstances outside its reasonable control.

18.2 Excluded Losses

Subject to Section 18.4, the Company shall not be liable for:

• Market losses resulting from cryptocurrency price fluctuations;
• Losses resulting from incorrect transaction details supplied by the Customer;
• Delays caused by banking systems or blockchain networks;
• Independent failures of Liquidity Providers or Payment Providers;
• Loss of access to Customer Wallets after successful delivery;
• Unauthorized access resulting from the Customer's failure to protect their credentials;
• Indirect, incidental or consequential losses, including loss of anticipated profits or business opportunities.

18.3 Company's Responsibility

Nothing in this Agreement excludes the Company's responsibility for performing its own contractual obligations in accordance with the accepted Order.

The Company remains responsible for its own acts and omissions to the extent required by applicable law.

18.4 Non-Excludable Liability

Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability arising from fraud, wilful misconduct or other non-excludable conduct.

Nothing in this Agreement limits any mandatory consumer rights or remedies available to a Customer under applicable law.

18.5 No Guarantee of Continuous Availability

The Company does not guarantee uninterrupted access to the Website or Services.

Maintenance, technical issues, security incidents, regulatory requirements or other operational circumstances may temporarily affect availability.

19. INDEMNIFICATION

To the extent permitted by applicable law, the Customer agrees to indemnify the Company against reasonable losses, liabilities and expenses arising directly from:

• The Customer's material breach of this Agreement;
• Fraudulent or unlawful use of the Services by the Customer;
• Materially false or misleading information supplied by the Customer;
• The Customer's infringement of third-party rights.

This provision does not apply to losses caused by the Company's own breach, negligence or wilful misconduct.

20. FORCE MAJEURE

The Company shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including:

• Natural disasters;
• War, terrorism or civil unrest;
• Government actions or regulatory restrictions;
• Banking system interruptions;
• Blockchain network failures;
• Internet or telecommunications outages;
• Cyberattacks;
• Widespread technical infrastructure failures;
• Sanctions or other legally imposed restrictions.

The Company will make reasonable efforts to mitigate the effects of such events and resume affected Services where possible.

21. COMPLAINTS AND DISPUTE RESOLUTION

21.1 Customer Complaints

Customers may submit formal complaints concerning the Services, transactions, payments or other aspects of the Company's activities by emailing:

complaints@helpex.exchange

The complaint should include:

• Customer's full name;
• Relevant Order or transaction reference;
• Description of the issue;
• Relevant dates;
• Supporting documentation, where available;
• The resolution requested.

21.2 Acknowledgement and Review

The Company aims to acknowledge complaints within two (2) business days.

The Company will use reasonable efforts to investigate and respond to complaints within fifteen (15) business days.

Where additional investigation is necessary, the Customer will be informed of the delay and the expected response timeframe.

21.3 Good Faith Resolution

The parties agree to make reasonable efforts to resolve disputes through direct communication and good faith negotiations before commencing formal legal proceedings.

21.4 Regulatory Complaints

Nothing in this Agreement prevents a Customer from contacting a competent regulatory authority or exercising any statutory complaint or dispute resolution rights available under applicable law.

21.5 Legal Proceedings

Subject to mandatory consumer protection legislation and any other applicable jurisdictional requirements, disputes arising from this Agreement shall be submitted to the competent courts of British Columbia, Canada.

22. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the applicable federal laws of Canada.

The application of conflict-of-law principles shall be excluded to the extent legally permissible.

Nothing in this Section deprives a Customer of mandatory rights or protections granted under the laws applicable to that Customer.

23. AMENDMENTS TO THIS AGREEMENT

The Company may amend this Agreement from time to time to reflect:

• Changes in applicable legislation;
• Regulatory developments;
• Changes to the Services;
• Operational or security requirements;
• Changes in the Company's business model.

The latest version will be published on the Website with an updated revision date.

Where an amendment materially affects the Customer's rights or obligations, the Company will provide notice where required by applicable law.

Amendments will not retrospectively change the agreed commercial terms of an already accepted Order unless required by law or otherwise agreed by the parties.

Continued use of the Services after an amendment becomes effective may constitute acceptance of the updated Agreement where legally permissible.

24. GENERAL PROVISIONS

24.1 Entire Agreement

This Agreement, together with applicable transaction confirmations and other policies expressly incorporated herein, constitutes the agreement between the Company and the Customer concerning the Services.

24.2 Severability

If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in effect to the fullest extent permitted by law.

24.3 No Waiver

Failure by the Company to exercise any right under this Agreement shall not constitute a waiver of that right.

24.4 Assignment

The Customer may not transfer rights or obligations under this Agreement without the Company's prior written consent.

The Company may assign its rights and obligations in connection with a corporate restructuring, merger or transfer of business, subject to applicable law.

24.5 Language

This Agreement is drafted in English. In the event of a translation, the English version shall prevail to the extent legally permissible.

24.6 Survival

Provisions relating to outstanding payments, liability, confidentiality, intellectual property, regulatory compliance and dispute resolution shall survive termination to the extent necessary to give them effect.

25. CONTACT INFORMATION

For general inquiries and customer assistance:

Customer Support

help@helpex.exchange

For formal complaints:

Complaints Department

complaints@helpex.exchange

Helpex Pay Ltd.

Company Registration Number: BC1594027

FINTRAC MSB Registration Number: N300001747

2120-580 Seaborne Avenue

Port Coquitlam, British Columbia

Canada, V3B 0M3

Website: https://helpex.exchange

END OF TERMS & CONDITIONS