Terms and Conditions

Last Updated:
February 9, 2026

Introduction And Acceptance

These terms and conditions (the “Terms”) constitute a legal agreement between you (“Client”, “you” or “your”) and Global Enterprise Software Fintech Solutions Ltd, a company incorporated under the laws of Antigua and Barbuda (“B2BINPAY DeFi”, “Company”, “we”, “us” or “our”). These Terms govern your access to and use of our web and API based software that enables interaction with public blockchains and decentralised applications (“dApps”), including any websites, interfaces, dashboards or other tools we make available from time to time (collectively, the “B2BINPAY DeFi Services” or the “Services”).

B2BINPAY DeFiprovides software only. Our core Services consist of non-custodial Web3 tools that allow you and/or your end users (“End Users”) to connect self-hosted wallets, create self-custodial smart-contract wallets, construct and submit transaction data for signature, and interact with supported public blockchains, smart contracts and dApps. We do not custody, hold, store, transfer or control digital assets or private keys on your behalf in connection with the core B2BINPAY DeFi Services. Digital assets always remain in wallets controlled by you or your End Users. For the purposes of these Terms, “Digital Assets” means cryptocurrencies, tokens and other transferable units of value that are recorded on a blockchain or similar distributed ledger.

Please read these Terms carefully, as they are binding and govern your use of the Services. We may update these Terms to reflect changes to the Services, new products or features, legal or regulatory developments, or security needs. By clicking “Sign Up”, “Connect”, “I Agree” (or similar), or by accessing or using any B2BINPAY DeFi Service, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the B2BINPAY DeFi Services.

If you enter into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity. References to “you” and “your” shall be interpreted as references to that entity and its authorised users.

For the avoidance of doubt, the B2BINPAY DeFi Services do not themselves constitute digital asset services, payment services, money remittance, payment initiation, acquiring, e-money issuance or currency exchange. Any such regulated services, to the extent you use them, are provided by independent, third-party providers with whom you contract separately.

Eligibility

  1. To use the B2BINPAY DeFi Services, you must meet the following conditions:
    1. If you are a legal entity, you must be duly organised, validly existing and in good standing under the laws of your jurisdiction;
    2. If you act as an individual, you must have reached the legal age of majority in your jurisdiction and possess the legal capacity to accept these Terms;
    3. You must have a valid email address and, where applicable, a valid billing address;
    4. Your representatives must have full power and authority to enter into these Terms in your own name or on behalf of a company; and
  2. You may not use the Services, and we may refuse to allow you to use them, if:
    1. you are subject to sanctions or listed on any restricted or prohibited lists maintained by any competent authority, including but not limited to the United Nations Security Council, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the European Union, its Member States or the United Kingdom; and/or
    2. you are a resident in, incorporated in, or directly or indirectly controlled by any person located in or resident of a jurisdiction in which we choose not to offer the Services (“Restricted Jurisdiction”).
  3. You represent and warrant that your use of the Services will not violate any applicable laws or regulations in any jurisdiction that applies to you, your End Users or your activities. You are solely responsible for determining how laws and regulations apply to your business and to your use of the Services.
  4. For the core non-custodial B2BINPAY DeFi Services, we do not generally require identity verification (KYC) from you or your End Users solely in order to connect self-hosted wallets and interact with supported blockchains. We may, however, request limited additional information where reasonably necessary to:
  5. investigate suspected abuse, fraud, security incidents or sanctions evasion; or
  6. comply with applicable law in relation to a B2BINPAY DeFi Service that you have chosen to use.
  1. Any KYC/AML, customer due diligence or ongoing monitoring that may be required for your own business, End Users or payment flows remains your sole responsibility, unless expressly agreed otherwise in the product-specific terms. Nothing in these Terms means that we undertake your regulatory obligations for you.

Services

  1. We will provide you with B2BINPAY DeFi Services - software-based Web3 tools which enable you to integrate digital-asset and decentralised application functionality into your own products and services. In particular, the B2BINPAY DeFi Services allow you and/or your End Users to:
    1. create self-custodial smart contract wallets;
    2. connect compatible self-hosted wallets;
    3. generate deposit addresses;
    4. use payment processing and invoicing;
    5. construct and submit transaction and message data for signature;
    6. broadcast signed transactions to public blockchains; and
    7. interact with supported smart contracts and dApps, including for on-chain payments, token transfers and other blockchain operations.
  1. The B2BINPAY DeFi Services are provided on a strictly non-custodial basis, i.e.:
    1. Digital Assets which you or your End Users choose to use in connection with the B2BINPAY DeFi Services are held at all times in self-hosted wallets controlled by you, your End Users or other third parties, and not by B2BINPAY DeFi;
    2. we do not create, store or have access to private keys, seed phrases or other wallet credentials;
    3. we cannot initiate, authorise, reverse, freeze or block transactions on any blockchain; and
    4. we do not operate client accounts, omnibus custody pools or client asset ledgers as part of the core B2BINPAY DeFi Services.
  2. The Services may display or route you to third-party decentralised applications, smart contracts, protocols, bridges, liquidity pools, staking programs and similar solutions (“Third-Party Protocols”), as well as web2-style services such as RPC providers, analytics tools or fiat on/off-ramp partners (“Third-Party Services”). These are operated by independent providers under their own terms and privacy policies. We do not control, audit, endorse or guarantee Third-Party Protocols or Third-Party Services and disclaim any responsibility for their acts or omissions. Your use of them is entirely at your own risk.
  3. The B2BINPAY DeFi Services may display blockchain-related information such as payment status, transaction identifiers, confirmation counts, token balances or historical transactions. Such information is derived from the underlying blockchain or from Third-Party Services and is shown for convenience only. It does not constitute a representation or warranty by B2BINPAY DeFi that any Digital Assets are held by us, that any transaction will or can be executed, or that any status is final, error-free or complete.

Account Registration and Security

  1. Some B2BINPAY DeFi Services (for example, dashboards, API access or paid plans) require that you register an account with us (the “Account”). For the avoidance of doubt, creating an Account is distinct from creating or using a self-hosted wallet; wallets are generated and controlled by you not by B2BINPAY DeFi.
  2. By creating an Account, you represent and warrant that the information you provide is accurate, complete and up-to-date, and you agree to update it as necessary.
  3. We may occasionally request additional information in relation to your Account to:
    1. enforce these Terms;
    2. manage abuse, spam, fraud, security incidents or technical misuse of the Services; or
    3. comply with legal obligations.
  1. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including login details, passwords, API keys and authentication factors. You shall implement commercially reasonable measures to protect against unauthorised access.
  2. In addition to Account credentials, you are solely responsible for safeguarding any private keys, seed phrases, secret recovery phrases or other credentials associated with your wallets. If you lose or compromise these, you may lose access to your digital assets permanently. We cannot restore or reset private keys or seed phrases.
  3. You must never share your secret recovery phrase, seed phrase or private key with us or with any third party claiming to represent us. We will never ask you for them. Any such request is fraudulent and should be reported to us.
  4. Any activity conducted through your Account shall be deemed to have been performed by yourself. We shall not be liable for any unauthorized access or use of the Account resulting from your own failure of maintaining adequate security measures.
  5. Connecting a self-hosted wallet to the B2BINPAY DeFi interface, signing a message or broadcasting a transaction via the Services does not create any custodial, fiduciary or trust relationship between you and us.

Fees and Payments

  1. Certain B2BINPAY DeFi Services may be made available to the public without monetary consideration or on a royalty-free basis up to specified thresholds of use. Other B2BINPAY DeFi Services (for example, selected APIs or SDKs) may require a paid subscription, usage-based fees or a separate order or statement of work (each, a “Paid Plan”), or may be billed on the basis of credits or similar usage tokens (“Credits”), as further described in this Section 4. These Terms apply to all B2BINPAY DeFi Services, whether free or paid.
  2. The applicable fees, pricing tiers and billing metrics for the B2BINPAY DeFi Services are those described on our website, in the user interface of the relevant B2BINPAY DeFi Service, or in an order form or Paid Plan agreed with you, in each case as may be updated from time to time in accordance with these Terms. Where a B2BINPAY DeFi Service operates on the basis of Credits, the applicable Credit tariffs, chargeable request types and Credit consumption rules shall be those set out from time to time in the relevant B2BINPAY DeFi Service interface, technical documentation or order form.
  3. Where you subscribe to a Paid Plan, we will calculate and bill the applicable recurring fees (the “Base Fees”) and any usage-based or overage fees in accordance with the terms of the Paid Plan or order. Unless otherwise specified therein, Base Fees for each billing period are due in advance on the first day of that billing period, and usage-based or overage fees are due in arrears upon invoice. When you use a B2BINPAY DeFi Service that operates on the basis of Credits, we will debit Credits from your balance when you invoke a chargeable operation, in accordance with the then-current Credit tariffs. We may, at our discretion, allocate a limited amount of free Credits for testing or evaluation purposes. Credits do not constitute money, electronic money, Digital Assets or any other form of financial instrument, have no monetary value outside the context of the applicable B2BINPAY DeFi Service, are non-transferable (unless we expressly agree otherwise in writing) and are non-refundable, except to the extent expressly agreed by us or required by mandatory law.
  4. Unless otherwise specified, all amounts under these Terms are payable within thirty (30) days of the invoice date and must be paid in Digital Assets as instructed by us, without set-off or deduction, save to the extent that any deduction or withholding is required by applicable law. Fees are exclusive of Taxes, for which you are responsible, other than taxes imposed on our income. You are also responsible for any fees or charges levied by your payment service providers, banks or card schemes in connection with payments you make to us.
  5. If you use a B2BINPAY DeFi Service that is billed in Credits, you may top up your Credit balance by purchasing Credits using supported Digital Assets or other payment methods as specified in the relevant interface or documentation. You remain solely responsible for any network fees, gas costs and similar blockchain charges incurred in connection with your use of the B2BINPAY DeFi Services, including in relation to Credit top-ups, batch collections, payouts and other on-chain operations.
  6. We may introduce fees for new B2BINPAY DeFi Services, or adjust fees for existing B2BINPAY DeFi Services, by using commercially reasonable efforts to notify you via our website, the interface of the relevant B2BINPAY DeFi Service, or other public channels, or, where you are on a Paid Plan, by giving you at least seven (7) days’ prior notice. Your continued use of the affected B2BINPAY DeFi Services after the effective date of the change constitutes your acceptance of the updated fees.
  7. If you fail to pay any amount under these Terms when due, we may:
    1. charge interest on the overdue amount at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the due date until the date of actual payment;
    2. suspend or limit your access to the B2BINPAY DeFi Services; or
    3. terminate the relevant Paid Plan in accordance with the suspension and termination provisions of these Terms.

Risk Disclosure

  1. You acknowledge and understand that using Digital Assets, smart contracts, public blockchains and Web3 technologies involves significant risks, including but not limited to:
    1. High price volatility and market unpredictability;
    2. Potential for total loss of value;
    3. Regulatory uncertainty and legal changes;
    4. Technological failures, cyber-attacks, and hacking;
    5. Irreversible transactions;
    6. Liquidity risks and limited market availability.
  1. You further acknowledge the specific risks of decentralised protocols and DeFi, including but not limited to: smart-contract vulnerabilities, oracle or governance attacks, potential inability to withdraw Digital Assets in case that private keys are lost, protocol insolvency, cross-chain bridge failures and unexpected behaviour of experimental code.
  2. The Services may route you to, or display interfaces for, Third-Party Protocols and Third-Party Services (including swaps, staking, bridges, on/off-ramps). We do not operate, control or guarantee these third-party solutions and are not responsible for their security, functionality, legality, quality or availability. Your use of them is entirely at your own risk and is subject to their separate terms and privacy policies. Your interactions with any Third-Party Service or Third-Party Protocol and any transactions you enter into by means of such service or protocol, are governed solely by the applicable terms, rules and technical parameters of that service or protocol and of the relevant blockchain network, and not by B2BINPAY DeFi. B2BINPAY DeFi is not a party to, and does not assume any responsibility for, any obligations, liabilities or disputes arising out of or in connection with your use of any Third-Party Service or Third-Party Protocol.
  3. Nothing in the Services or in any communication from us constitutes investment, financial, legal or tax advice. You are solely responsible for your decisions to hold, trade or otherwise use Digital Assets and to interact with any protocol or dApp. You should seek independent professional advice where appropriate.
  4. You understand that Digital Asset transactions are generally irreversible. You bear full responsibility for ensuring that all transaction details (including recipient address, network, asset type and amount) are correct before you sign and broadcast a transaction.

Prohibited Activities

  1. You agree to use the B2BINPAY DeFi Services only for lawful purposes and in compliance with these Terms and all applicable laws and regulations.
  2. You shall not use, or permit others to use the B2BINPAY DeFi Services for any of the following prohibited activities:
    1. Engaging in or facilitating any unlawful or fraudulent activity;
    2. Using B2BINPAY DeFi Services or your Account to launder funds or finance terrorism;
    3. Providing access to sanctioned individuals, entities, or jurisdictions;
    4. Operating as a mixer, tumbler, or using similar privacy-enhancing tools intended to obfuscate transaction origins;
    5. Facilitating transactions related to illegal narcotics, weapons, human trafficking, child exploitation, or any other criminal activity;
    6. Attempting unauthorized access to the Services or any related systems or networks, including using automated tools or scripts;
    7. Modifying, reverse engineering, or interfering with the performance or security of B2BINPAY DeFi Services;
    8. Distributing unsolicited communications (spam), pyramid schemes, or similar deceptive practices;
    9. Misrepresenting identity or affiliation with any person or entity;
    10. Transferring or sharing API credentials, login data, or access tokens without authorization;
    11. Disabling or bypassing Two-Factor Authentication (2FA) protections where applicable;
    12. using the B2BINPAY DeFi Services in a manner that we reasonably consider abusive, harmful, designed to overload or disrupt the B2BINPAY DeFi Services or any underlying blockchain network, or otherwise in bad faith.
  1. We reserve the right, at our sole discretion, to investigate any activity that we suspect may be in breach of these Terms or applicable law. We may, where we consider it reasonably necessary, suspend or restrict your access to some or all B2BINPAY DeFi Services, disable your Account, or block or restrict access via the B2BINPAY DeFi interface to particular addresses, smart contracts, protocols or features, with or without prior notice, in accordance with the suspension and termination provisions of these Terms.
  2. You shall be liable for any damages, losses, or regulatory exposure resulting from a breach of this Section. We may report suspected illegal activity to relevant law enforcement or regulatory authorities without previous notice.

Suspension and Termination

  1. You may request the termination of your access to the B2BINPAY DeFi Services at any time via your account’s administration panel or by using any termination process we make available. Once a termination request is submitted, we may require you to confirm your intent through a verification process initiated by our systems. Termination will become effective once processed by us, at which point your Account and access to the B2BINPAY DeFi Services may be disabled.
  2. We may suspend or terminate your access to some or all B2BINPAY DeFi Services, or terminate these Terms in whole or in part, upon reasonable prior notice (which shall not be less than thirty (30) days unless a shorter period is justified), where we reasonably determine that:
    1. your use of the B2BINPAY DeFi Services poses a security, operational or performance risk to the B2BINPAY DeFi Services, to us or to any third party;
    2. your use of the B2BINPAY DeFi Services could subject us to legal, regulatory or enforcement action or liability which we did not assume under these Terms; or
    3. it is no longer commercially viable for us to provide the B2BINPAY DeFi Services in the manner contemplated by these Terms.
  1. We may terminate your access to B2BINPAY DeFi Services with immediate effect, without prior notice, if:
    1. You provide us with false, misleading, or materially inaccurate information;
    2. You fail to pay any fees due under these Terms when due;
    3. You or your End Users are involved in or suspected of engaging in fraud, money laundering, terrorism financing, or other illegal activities;
    4. Your activity poses a regulatory, reputational, or security risk for us;
    5. Your Account becomes subject to legal, regulatory, or enforcement action;
    6. You fail to comply with these Terms or violates applicable laws or any of our policies; and
    7. If we are required by law, regulation, or order of a competent authority.
  1. We may suspend your Account and disable certain functionality of the B2BINPAY DeFi Services if your Account remains inactive (for example, no successful logins or no meaningful use of the B2BINPAY DeFi Services) for more than six (6) consecutive months. We may subsequently terminate your access to the B2BINPAY DeFi Services. If we have your contact details, we will give you a prior written notice to the contact details associated with your Account.
  2. During any suspension, we may block or restrict your access to the affected B2BINPAY DeFi Services, features, APIs or interfaces. We will use commercially reasonable efforts to limit any suspension to what is strictly necessary in the circumstances. A suspension does not relieve you of your obligation to pay any fees already due or accruing during the suspension period, where the relevant B2BINPAY DeFi Services remain made available to you in whole or in part.
  3. Upon termination:
    1. You shall cease using the B2BINPAY DeFi Services and the Account, so you shall make sure that all outstanding obligations to us and your End Users are fulfilled;
    2. We may close or disable your Account and delete or anonymise any related data in accordance with our retention policies and applicable law;
    3. Termination shall not affect any rights, remedies, obligations or liabilities of either party which have accrued up to the date of termination, including any right to claim damages in respect of any breach of these Terms existing at or before the date of termination.
  1. We shall not be held responsible for any business disruption, losses, or third-party disputes resulting from the suspension or termination of B2BINPAY DeFi Services.
  2. Because the B2BINPAY DeFi Services are non-custodial, suspension or termination of your Account and of access to the interface does not affect the ability of you or your End Users to access Digital Assets stored in your self-hosted wallets directly on the relevant blockchain. We do not have access to, or control over, any such Digital Assets or the underlying private keys.
  3. In case of termination we shall not owe you any refunds for prepaid amounts, and all unused Credits shall be deemed forfeited, except as required by law.

Intellectual Property Rights

  1. Subject to your continued compliance with these Terms and any applicable order or paid plan, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the B2BINPAY DeFi Services solely for your internal business purposes. Except for this limited licence, no rights, title or interest in or to the B2BINPAY DeFi Services are granted to you under these Terms, whether by implication, estoppel or otherwise.
  2. We and our affiliates and licensors retain all rights, title and interest in and to the B2BINPAY DeFi Services and any related software, source code, object code, documentation, user interfaces, designs and know-how, including all worldwide intellectual property rights therein, whether existing at the commencement of the B2BINPAY DeFi Services or developed at any time thereafter. Nothing in these Terms shall be construed as transferring any ownership rights in the B2BINPAY DeFi Services to you.
  3. You shall not, and shall not permit any third party to, (i) copy, modify or create derivative works of the B2BINPAY DeFi Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any software forming part of the B2BINPAY DeFi Services, except to the limited extent permitted by mandatory law; (iii) remove, obscure or alter any proprietary notices or trademarks appearing in the B2BINPAY DeFi Services; or (iv) use the B2BINPAY DeFi Services to develop or offer a competing product or service. To the extent that the B2BINPAY DeFi Services incorporate any third-party or open-source components, your use of such components shall be governed by the applicable third-party or open-source licences, in addition to these Terms.
  4. You hereby grant to us and our affiliates a worldwide, non-exclusive, transferable, revocable, sublicensable, royalty-free licence to use your names, logos, trademarks, service marks and other distinctive signs (collectively, the “Marks”), including associated artwork, designs and marketing elements, for the purpose of identifying you as a client of B2BINPAY DeFi and for related marketing and promotional activities (including on our websites, in client lists, pitch materials and press releases). You represent and warrant that you hold all necessary rights in the Marks and that our use of the Marks in accordance with this Section will not infringe any third-party rights or violate applicable law. You may at any time request, via a valid communication channel, that we cease using some or all of your Marks, in which case we shall remove them from our public marketing materials within a commercially reasonable period, not exceeding thirty (30) days from receipt of your request.

Limitation of Liability

  1. B2BINPAY DeFi Services are provided “as is” and “as available”, without any express or implied warranties of any kind. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted access, or security, and we do not warrant that the B2BINPAY DeFi Services will be compatible with any particular wallet, protocol, network or device, or that they will be free from errors or vulnerabilities.
  2. You acknowledge and agree that we shall not be liable for any:
    1. Loss of profits, revenues, or business opportunities;
    2. Loss of data, wallet credentials, private keys, seed phrases or other access credentials;
    3. Indirect, incidental, special, punitive, exemplary, or consequential damages;
    4. Damages arising from cyberattacks, system failures, or acts of third parties;
    5. Errors in Digital Asset transactions or delays caused by network congestion, blockchain conditions, or the performance of underlying blockchain networks;
    6. Acts or omissions by you, including the sharing of login credentials, disabling of 2FA, or improper use of B2BINPAY DeFi Services;
    7. losses arising from your decision to sign, broadcast or otherwise authorise any transaction, message or interaction with any digital asset, blockchain network, smart contract, Third-Party Protocol or Third-Party Service.
  1. You are solely responsible for ensuring the legality of your activities and compliance with applicable regulations in your jurisdiction. We do not act as a fiduciary, custodian, investment advisor, tax advisor, broker, dealer, exchange, asset manager, payment institution, money service operator, virtual asset trading platform operator or similar regulated person in respect of the core B2BINPAY DeFi Services. Nothing in the B2BINPAY DeFi Services constitutes an offer, solicitation, recommendation or endorsement of any Digital Asset, protocol, transaction or trading strategy.
  2. In addition to the limitations set out above, we shall not be liable for any losses arising from: (i) malfunction, exploitation or failure of any smart contract, layer-1 or layer-2 blockchain, oracle, bridge, validator set or other decentralised infrastructure on which the B2BINPAY DeFi Services rely; or (ii) acts or omissions of third-party wallet providers, decentralised applications (dApps), Third-Party Protocols, RPC providers or fiat on-/off-ramp partners, including their handling of your data, digital assets or instructions.
  3. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms or your use of the B2BINPAY DeFi Services, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the total fees actually paid by you to us in the three (3) months preceding the event giving rise to the claim, or, if you have not paid any fees, one hundred United States dollars (USD 100).
  4. You agree to indemnify, defend, and hold us harmless our affiliates, officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to your breach of these Terms, your misuse of the B2BINPAY DeFi Services, your failure to comply with applicable law, and any third-party claim resulting from your use of the B2BINPAY DeFi Services.

Governing Law and Dispute Resolution

  1. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Antigua and Barbuda, without regard to its conflict of law principles.
  2. You and us have agreed to attempt, in good faith, to resolve any dispute or claim relating to these Terms through amicable negotiations. If the dispute cannot be resolved within thirty (30) days from the date one Party notifies the other of such a dispute, either Party may submit the matter to formal legal proceedings.
  3. Any legal action, suit, or proceeding arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Antigua and Barbuda. Each Party hereby irrevocably submits to such jurisdiction and waives any objection based on venue or forum non convenient.
  4. To the extent permitted by law, each Party waives its right to a trial by jury in connection with any action or proceeding arising out of or relating to these Terms.

Miscellaneous

  1. Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and communications, whether oral or written.

  1. Amendments

We may amend these Terms at any time by providing notice through the B2BINPAY DeFi Services, our website or other valid communication channels. Continued use of the B2BINPAY DeFi Services following such notice constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the B2BINPAY DeFi Services.

  1. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.

  1. Survival

The provisions of these Terms which by their nature should survive termination shall remain in effect even after your access to the B2BINPAY DeFi Services is terminated or your Account is closed. This includes, without limitation, Sections 4 (Fees and Payments), 5 (Risk Disclosure), 6 (Prohibited Activities), 7 (Suspension and Termination), 8 (Intellectual Property Rights), 9 (Limitation of Liability), 10 (Governing Law and Dispute Resolution) and this Section 11 (Miscellaneous).

  1. No Waiver

No failure or delay by either Party in exercising any right, power, or remedy under these Terms shall operate as a waiver of any such right or remedy. A waiver must be in writing and signed by the waiving Party.

  1. Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights or delegate our obligations to any of our successors without notice.

  1. Force Majeure

We shall not be liable for any failure or delay in the performance of our obligations under these Terms due to events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, government actions, labour disputes, cyber-attacks, power outages or failures of internet, telecommunications or blockchain infrastructure.

  1. Relationship of the Parties

Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between us. Each of us acts solely as an independent contractor.

  1. Communication

Unless otherwise agreed in writing, official communications between you and us shall be made through email or other communication channels specified in the B2BINPAY DeFi Services. You are responsible for monitoring such communication channels.

  1. Changes to the B2BINPAY DeFi Services

We may modify, suspend or discontinue all or part of the B2BINPAY DeFi Services at any time, for example to reflect changes in technology, law, user needs or our business. Where reasonably practicable, we will use commercially reasonable efforts to provide advance notice of material changes that adversely affect you.

  1. Taxes

You are solely responsible for determining and fulfilling any tax obligations arising from your use of B2BINPAY DeFi Services, including reporting and remittance to the appropriate tax authorities. We do not provide tax advice and we shall not be liable for any tax consequences incurred by you, except where we are required to withhold or report taxes under applicable law.