Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a legally binding agreement between BEMSB ("BEMSB", "we", "us", or "our") and any individual or entity ("Client", "you") that engages our services or accesses our website.

By engaging our services, signing an engagement letter, or using our website, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Nature of Services and Disclaimer

BEMSB provides professional strategic advisory and consulting services tailored to the Canadian fintech and money services business (MSB) sectors, including:

• MSB registration and licensing (FINTRAC and Revenu Québec)
• AML and KYC compliance program design, audit preparation, and risk assessments
• Banking and payment provider onboarding support
• Corporate structuring and operational advisory
• Mergers and acquisitions advisory and transaction support

Not Legal Advice. BEMSB is a business consultancy, not a law firm. Our services do not constitute legal advice or legal representation. Clients are strongly advised to retain independent legal counsel for all legal matters.

No Influence on Regulators. We assist with preparation of documentation and strategy. We do not guarantee any regulatory outcome and do not exercise any influence over regulators, government officials, or financial institutions.

Internal Responsibility. Our services are advisory only and do not replace the Client's own internal compliance obligations.

3. Engagement and Priority of Documents

Services are provided only pursuant to a written proposal, engagement letter, or statement of work (collectively, the "Engagement Document") that sets out scope, deliverables, timelines, and fees. In the event of any conflict between these Terms and a signed Engagement Document, the Engagement Document prevails.

4. Eligibility and B2B Services

Our services are available only to individuals and legal entities acting in a business capacity who are at least eighteen years of age and have full legal capacity. By engaging our services, you confirm that you meet these requirements.

BEMSB provides business-to-business consulting services. Our services are not directed at consumers, and consumer protection legislation does not apply to your engagement with us.

5. Right to Refuse Service

BEMSB reserves the right to refuse, suspend, or terminate services at any time, without prior notice or liability, if we determine in our sole discretion that the Client has provided false or misleading information, is involved in fraudulent or illegal activity, poses a risk to our business reputation, or otherwise violates these Terms.

6. Prohibited Activities

In connection with our services and website, you agree not to:

• Engage in or facilitate any illegal activity
• Provide false, misleading, or fraudulent information
• Attempt to circumvent AML/KYC verification procedures
• Use our services or deliverables to violate the rights of any third party
• Interfere with or disrupt the security or functionality of our website

7. Client Warranties

By engaging our services, the Client represents and warrants that:

• The Client is not acting as a nominee or on behalf of undisclosed third parties
• Neither the Client nor its beneficial owners are politically exposed persons (PEPs) without prior written disclosure to BEMSB
• All funds used to pay for services originate from lawful sources
• The Client is not operating in a jurisdiction where engaging our services would violate local law

8. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information
• Disclose all material facts relevant to its regulatory status and ownership
• Respond promptly to our requests for information
• Retain full responsibility for final business decisions and implementation

BEMSB is not liable for any delays or adverse outcomes resulting from inaccurate or incomplete information supplied by the Client.

9. Fees, Invoicing, and Taxes

Fees are set out in the Engagement Document. Unless otherwise stated, invoices are payable within 14 calendar days. We may require an upfront retainer. Professional fees are non-refundable once work has commenced. All fees are exclusive of HST and any other applicable taxes, which are the Client's responsibility.

Payment may be made by wire transfer, Interac e-Transfer, or cryptocurrency, as agreed in the Engagement Document. Cryptocurrency payments are converted at the market rate at the time of receipt; any exchange-rate risk prior to conversion is borne by the Client.

We may suspend services for overdue payments. The Client is responsible for all reasonable collection costs we incur.

10. Regulatory Outcomes and No Guarantees

BEMSB makes no guarantees regarding regulatory approvals, banking relationships, transaction closings, or business performance. All outcomes depend on third parties and regulatory factors beyond our control.

11. Confidentiality and Regulatory Disclosure

Each party will keep the other's non-public information confidential. Notwithstanding the foregoing, BEMSB may disclose information when required by law, court order, or regulatory authority, including obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and requests from FINTRAC or other competent authorities.

Confidentiality obligations survive termination for the period permitted by applicable law.

12. Record Retention

BEMSB will retain client documentation and engagement records in accordance with applicable legal and regulatory requirements, including FINTRAC record-keeping obligations. Retention periods will be a minimum of five years or longer where required by law.

13. Intellectual Property Rights

BEMSB retains ownership of all proprietary methodologies, tools, and materials. Upon full payment of fees, the Client receives a perpetual, non-exclusive, non-transferable license to use the deliverables internally for its own business compliance purposes. Deliverables may not be resold, redistributed, or used for any other purpose without our prior written consent.

14. M&A Advisory and Securities Disclaimer

BEMSB acts solely as a strategic consultant and is not a registered broker-dealer or investment bank. We do not provide securities advice. Any valuations or projections are estimates only. The Client assumes all commercial risks associated with transactions.

15. Conflict of Interest

BEMSB may serve multiple clients in the same or similar industries. Unless expressly agreed otherwise in writing, we assume no exclusivity obligations. We will use commercially reasonable efforts to manage any conflicts of interest in accordance with professional standards.

16. Cybersecurity and Data Protection

BEMSB maintains commercially reasonable administrative, technical, and organizational safeguards to protect client information. The Client acknowledges that no system is completely secure and that risks inherent in electronic communications cannot be eliminated. Use of personal information is governed by our Privacy Policy and applicable privacy legislation.

17. Limitation of Liability

To the maximum extent permitted by Ontario law, BEMSB is not liable for any indirect, consequential, or punitive damages, including loss of profits or regulatory penalties. Our total liability arising out of or in connection with any engagement is limited to the total fees actually paid by the Client for that engagement in the six months immediately preceding the event giving rise to the claim. This limitation applies regardless of the legal theory and represents a fundamental allocation of risk between the parties.

18. Indemnification

The Client agrees to indemnify and hold BEMSB, its officers, directors, employees, and agents harmless from and against any claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising from (i) inaccurate or incomplete information provided by the Client, (ii) the Client's regulatory violations, or (iii) the Client's misuse of any deliverables.

19. Termination

Either party may terminate in accordance with the Engagement Document. BEMSB may terminate immediately for non-payment, unlawful requests, or unethical conduct. The Client remains responsible for payment of all fees for work performed up to the date of termination.

20. Anti-Bribery and Sanctions

Each party represents that it has not and will not, directly or indirectly, offer, pay, or authorize the payment of any bribe, kickback, or other corrupt payment to any government official, regulator, or private party in connection with the services provided under these Terms.

The Client represents that neither it nor its beneficial owners are subject to sanctions administered by the Government of Canada, the United Nations, the European Union, OFAC, or any other applicable sanctions authority. BEMSB reserves the right to terminate an engagement immediately if it determines, in its sole discretion, that the Client or any related party is subject to sanctions or involved in prohibited activities.

21. Website Use and Cookies

Our website is provided for informational purposes only. We use essential cookies for core functionality. Non-essential technologies, including Google Analytics and our live chat tool (Tawk.to), are activated only after consent is provided through our cookie banner. You can update your preference at any time using the cookie settings link on our Privacy Policy page.

BEMSB does not guarantee the accuracy, completeness, or timeliness of any information on the website. Content may be updated or removed without notice.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute will first be subject to a 30-day good-faith negotiation period. Thereafter, disputes will be subject to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto.

23. Independent Contractor Status

BEMSB is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

24. Amendments

We may update these Terms by posting a revised version on our website. Continued use of our services after the revised Terms are posted constitutes acceptance of the changes.

25. No Client Relationship via Website

Mere use of the website, submission of a contact form, or exchange of preliminary communications does not create any professional or advisory relationship. A formal Engagement Document must be executed to establish a client relationship. No duty of care arises until an Engagement Document is signed by both parties. Website use is also governed by our Privacy Policy.

26. Force Majeure

BEMSB is not liable for any delay or failure to perform caused by events beyond its reasonable control, including regulatory actions, banking disruptions, natural disasters, cyber incidents, or other force-majeure events.

27. Reliance on Advice

The Client remains solely responsible for independent evaluation of our advice and for all final business decisions. BEMSB is not responsible for any actions taken in reliance on our recommendations.

28. Third-Party Services

BEMSB may coordinate with third-party providers (e.g., banks, payment processors, legal counsel) but is not responsible for their acts, omissions, or performance.

29. Professional Standard of Care

BEMSB will perform the services with commercially reasonable care and skill consistent with industry standards. No fiduciary duties or additional warranties are assumed.

30. Survival

The following sections survive termination: Confidentiality, Record Retention, Intellectual Property Rights, Limitation of Liability, Indemnification, Governing Law, and any other provision that by its nature is intended to survive.

31. Severability

If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

32. Contact Information

For legal notices or questions regarding these Terms, please contact:

BEMSB
Office 638, 145 1/2 Church Street, Unit 5
Toronto, Ontario, M5B 1Y4, Canada
admin@bemsb.com