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Ryplex Solutions Ltd.

Customer Terms of Use and Service Agreement

The legal terms governing the relationship between Ryplex Solutions Ltd. and any individual, business, or other legal person using our services.
  • Corporate Number: 1001543287
  • Registered Office: 1110 Finch Avenue West, Unit 1293, North York, Ontario, M3J2T2,

1. Introduction and Binding Nature of this Agreement

These Customer Terms of Use and Service Agreement (“Agreement”) set out the legal terms governing the relationship between Ryplex Solutions Ltd. (“Ryplex”, “Company”, “we”, “our”, or “us”) and any individual, business, or other legal person accessing or using our website, platform, systems, or related services (“Customer”, “User”, or “Client”).
This Agreement applies to all access to the Company’s digital environment, including account registration, onboarding procedures, transactions, fiat and digital asset exchange services, payment solutions, communications, support interactions, and any future services introduced by the Company.
By creating an account, browsing the Platform, initiating transactions, or otherwise using any service, the Customer confirms that they have reviewed and accepted this Agreement in full and agree to remain bound by its terms as amended from time to time.

2. Definitions and Interpretation

For purposes of this Agreement, unless the context requires otherwise:
  • Platform means any website, mobile application, customer dashboard, software interface, API connection, portal, or electronic system operated by the Company.
  • Account means a registered customer profile through which services may be accessed.
  • Services means all products, facilities, tools, and functions made available by the Company, including but not limited to digital asset exchange, payment processing, and related technology services.
  • Fiat Currency means state-issued legal tender such as CAD, USD, EUR, GBP, or similar currencies.
  • Digital Assets means cryptocurrencies, stablecoins.
  • Funds means digital assets, transaction proceeds, or any other transferable value handled through the Platform.
  • Applicable Law means all laws, regulations, court orders, sanctions frameworks, licensing requirements, and governmental rules relevant to the Company or Customer.

3. Eligibility and Customer Representations

Only persons legally capable of entering binding agreements may use the Services.
By using the Platform, the Customer represents and warrants that:
  • they meet the minimum legal age (18 years) requirement in their jurisdiction;
  • they possess full legal capacity to enter this Agreement;
  • all information submitted is true, accurate, current, and complete;
  • they are acting for themselves;
  • use of the Services will not violate any law applicable to them;
  • they are not subject to sanctions or legal prohibitions preventing use of the Services.
The Company reserves the right to decline any application or discontinue any relationship where legal, compliance, security, reputational, or commercial concerns arise.

4. Account Registration and Ongoing Verification

To access certain Services, the Customer must successfully complete registration procedures and any required identity checks.
The Company may request documents or information including:
  • passport, ID card, or driver's licence;
  • bank account ownership evidence;
  • source of funds or source of wealth documentation;
  • corporate ownership records;
  • enhanced due diligence materials.
The Company may repeat such checks at any time during the business relationship, including before transactions, after unusual activity, or to comply with changing regulatory obligations.
Failure to provide requested information within a reasonable period may lead to delays, restrictions, suspension, or account closure.

5. Description of Services

Ryplex Solutions Ltd. may make available one or more of the following services, subject to availability, jurisdiction, internal approval, and regulatory constraints:
  • purchase or sale of digital assets;
  • fiat payment transfers;
  • blockchain transactions;
  • technology integrations;
  • any ancillary services launched in future.
Nothing in this Agreement guarantees that any product or feature will remain available permanently.

6. Important Risk Disclosure

The Customer expressly acknowledges that use of financial technology services and digital asset transactions involves significant risk.
Such risks may include:
  • sudden market volatility;
  • slippage or pricing changes;
  • cyber incidents or hacking attempts;
  • regulatory bans or restrictions;
  • tax liabilities;
  • permanent or temporary loss of value.
  • fiat payment transfers;
The Company does not provide investment recommendations, tax planning, or legal advice. Customers remain solely responsible for evaluating whether any transaction is appropriate for their circumstances.

7. Incoming Payments

Funds may only be sent using payment methods approved by the Company from time to time.
The Customer shall ensure that all incoming transfers originate from accounts, payment instruments, or cryptowallets lawfully controlled by the Customer. The Company does not process payments made by third parties.
The Company may delay, reject, return, or hold funds where:
  • sender ownership cannot be verified;
  • payment references are missing or inaccurate;
  • fraud indicators are detected;
  • sanctions or AML review is required;
  • chargeback risk exists;
  • operational concerns arise.
External banking fees, intermediary deductions, and delays caused by third parties remain outside the Company’s responsibility.

8. Transfers Out

Transfer out requests may be subject to security reviews, transaction monitoring, enhanced due diligence, or additional identity checks.
The Company may refuse, reverse, or delay transfers where reasonably necessary to:
  • prevent fraud or unauthorized activity;
  • comply with legal obligations;
  • investigate suspicious behaviour;
  • verify destination ownership;
  • resolve disputes;
  • perform technical maintenance;
  • protect customers and the Platform.
Blockchain confirmation times, banking settlement delays, and intermediary processing timelines are outside the Company’s direct control.

9. Fees, Charges, and Pricing

The Customer agrees to pay all charges associated with the use of Services, including applicable fees, spreads, commissions, network charges, settlement costs, and external provider fees.
Charges may vary depending on:
  • asset type;
  • payment rail selected;
  • transaction size;
  • urgency of execution;
  • liquidity conditions;
  • geographic factors;
  • third-party costs.

10. Acceptable Use and Prohibited Conduct

Customers shall not misuse the Platform or Services.
Prohibited conduct includes, without limitation:
  • fraud, deception, or impersonation;
  • money laundering or terrorist financing;
  • sanctions circumvention;
  • use of stolen assets or payment instruments;
  • scams or deceptive schemes;
  • exploitation of bugs or pricing errors;
  • unauthorized scraping or automation;
  • cyberattacks or system interference;
  • use on behalf of undisclosed third parties.
The Company may immediately restrict accounts where misuse is suspected.

11. AML, CTF, Fraud and Sanctions Compliance

Ryplex Solutions Ltd. operates internal controls designed to meet anti-money laundering, anti-terrorist financing, fraud prevention, and sanctions obligations.
Accordingly, the Company may:
  • screen customers and counterparties;
  • monitor transactions continuously;
  • request supporting evidence;
  • suspend access during investigations;
  • file mandatory regulatory reports;
  • cooperate with banks, regulators, and law enforcement.
Where prohibited by law, the Company may be unable to explain the basis for certain compliance actions.

12. Security Responsibilities of Customers

Customers are responsible for maintaining the confidentiality and security of passwords, devices, recovery methods, authentication tools, and registered email accounts.
Customers must notify the Company without undue delay if they suspect:
  • unauthorized access;
  • phishing attempts;
  • stolen credentials;
  • mistaken transfers;
  • suspicious account activity.
The Company shall not be liable for losses arising from compromised devices, weak passwords, or customer negligence except where liability cannot legally be excluded.

13. Intellectual Property Rights

All software, systems, logos, branding, content, interfaces, databases, source materials, and related intellectual property remain the exclusive property of Ryplex Solutions Ltd. or its licensors.
No ownership rights are transferred to the Customer.
Users may not copy, modify, distribute, reverse engineer, commercially exploit, or otherwise misuse Company intellectual property without prior written consent.

14. Suspension, Restriction, and Closure

The Company may suspend, restrict, freeze, or terminate access immediately where it reasonably determines that:
  • this Agreement has been breached;
  • false or misleading information was supplied;
  • fraud or unlawful conduct is suspected;
  • legal or regulatory risk exists;
  • continuing the relationship creates operational or reputational harm.
Customers may request closure of their Account subject to completion of pending reviews and settlement of outstanding obligations.

15. Restricted Jurisdictions

Services may be unavailable in certain countries or territories.
The Company may restrict access where jurisdictions are:
  • sanctioned or embargoed;
  • considered high-risk for AML purposes;
  • legally hostile to digital assets;
  • commercially unsupported;
  • subject to heightened regulatory uncertainty.
Use of VPNs, false residency claims, or circumvention tools may lead to immediate closure.

16. Privacy and Use of Information

The Company may collect, store, analyze, and disclose personal or transactional information where reasonably necessary to:
  • provide Services;
  • verify identity;
  • detect fraud;
  • meet legal obligations;
  • improve internal systems;
  • communicate with customers;
  • resolve complaints or disputes.
Information may be processed in Canada or other jurisdictions where approved service providers operate, subject to safeguards required by law.

17. Limitation of Liability

To the fullest extent permitted by law, Services are provided on an “as available” and “as is” basis.
The Company shall not be liable for losses arising from:
  • market movements or asset price changes;
  • internet or telecom failures;
  • banking or processor delays;
  • blockchain congestion;
  • customer input errors;
  • force majeure events;
  • third-party service interruptions.
Indirect, punitive, incidental, or consequential damages are excluded to the maximum extent legally permitted.

18. Customer Indemnity

The Customer agrees to indemnify and hold harmless the Company, its directors, employees, affiliates, and contractors from claims, losses, liabilities, or expenses arising from:
  • breach of this Agreement;
  • misuse of Services;
  • unlawful conduct;
  • regulatory violations caused by Customer actions or omissions.

19. Complaints and Dispute Handling

Customers may submit complaints through official support channels made available by the Company.
Complaints will be reviewed within a commercially reasonable period, taking into account complexity, required evidence, and legal constraints.
Where appropriate, parties agree to first seek an amicable resolution before commencing formal proceedings.
Unless mandatory law requires otherwise, disputes shall fall under the jurisdiction of the competent courts of Ontario, Canada.

20. Force Majeure

The Company shall not be responsible for delay, interruption, or inability to perform obligations caused by events beyond reasonable control, including:
  • natural disasters;
  • war or civil unrest;
  • sanctions or government intervention;
  • cyberattacks;
  • utility outages;
  • payment network failures;
  • telecommunications disruption.
During such events, services may be suspended, limited, or delayed.

21. Amendments to this Agreement

The Company may revise or update this Agreement periodically to reflect legal, commercial, operational, or technical developments.
Updated versions become effective upon publication on the Platform or other notice channel unless a later date is stated.
Continued use of Services after changes take effect constitutes acceptance of the revised terms.

22. General Provisions

If any provision is held unenforceable, remaining provisions remain effective.
Failure by the Company to enforce any right does not constitute waiver.
This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior inconsistent understandings.

23. Final Confirmation

By creating an Account or using any Company service, the Customer confirms that they have read, understood, and accepted this Agreement, including all disclosures, obligations, limitations, and future amendments applicable to continued use of the Services.
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