User Agreement – Services Schedule

This Services Schedule (the “Schedule”) describes the additional terms and conditions applicable to Customers who contract with PT GOLDEN ORDER DIVISION (“Company”, “we”, “us”, “our”). In the event of any conflict between the provisions of this Schedule and any other part of the Agreement (as defined below), this Schedule will control.

1. Definitions & Scope of Services

“Agreement” means the master services agreement, order form, subscription agreement, or other contract entered by the Customer and the Company under which the Services are provided, together with this Services Schedule, any annexes, exhibits or schedules.

“Customer” means the legal entity (or other contracting party) who enters into the Agreement with us.

“Services” means the software, platform, system, modules, cloud services, professional services, support services or other offerings that the Company agrees to provide to Customer under the Agreement.

“Fees” means the charges, subscription fees, service fees or other amounts payable by Customer for the Services under the Agreement.

“Linked Account(s)”, “Customer Funds”, “Pooling Account(s)”, “End User Funds” or such equivalent terms may apply if the Services involve payment-processing, fund-management, trust-arrangements or custodial flows. (Where relevant, these definitions will be set out in the Agreement or this Schedule.)

2. Funding, Accounts and Trust-Arrangements

2.1 Linked Accounts

If the Services require the Customer to link one or more bank, payment or other accounts (“Linked Accounts”) to the Company’s platform, Customer shall provide all account numbers, owner identifications, beneficial-owner details and other information reasonably requested by the Company. Customer represents and warrants that it has full authority to provide such information, and shall notify the Company promptly of any changes to such information.

2.2 Account Status & Nature of Funds

If the Company receives funds from Customer for loading into the Services (e.g., to be held, managed, disbursed or otherwise utilised), those funds may be combined with funds from other customers and placed into one or more pooled or segregated accounts at eligible financial institutions (the “Pooling Accounts”). Customer acknowledges that unless otherwise expressly provided, such funds do not give rise to depositor rights under Canadian banking laws (e.g., they are not insured by the Canada Deposit Insurance Corporation) and the Company is not acting as a bank.

2.3 Trust Relationship

(If applicable) For the avoidance of doubt, if the Agreement contemplates the Company holding Customer’s funds in a trust or safeguarded account arrangement (“End User Funds”), such trust relationship is limited exclusively to the purpose of those funds as defined herein. The Company’s role as trustee (if any) does not extend to other services or funds.

2.4 Bankruptcy / Insolvency

In the event of bankruptcy, liquidation or insolvency of the Company, any such End User Funds held in trust pursuant to this Schedule shall remain the property of the Customer (or other entitled participants) and shall not form part of the assets available to the Company’s creditors, provided the trust arrangement is valid under applicable law.

2.5 Interest

Customer acknowledges and agrees that the Company may retain any interest or return generated on funds held in the Pooling Accounts or Accounts unless otherwise explicitly stated in the Agreement.

2.6 Rejected or Returned Transactions

If a payment or transaction is rejected or returned by a recipient bank, correspondent institution or payment network, then the Company may (in its discretion) attempt a re-submission, process payment via an alternative method or return the funds to Customer’s account. Customer shall bear all fees, charges, conversion costs, penalties or currency-exchange losses associated with any rejected or returned transaction.

2.7 Suspension / Restrictions

The Company may, without notice, suspend or restrict access to funds or transactions if required to comply with applicable law, regulatory requirements, fraud prevention policies, or risk-management controls. The Company will endeavour to provide advance notice to the Customer of any freeze or suspension whenever permitted by law.

3. Regulatory & Legal Framework

Customer acknowledges that the Company is subject to oversight, licensing or registration under Canadian federal or provincial payment, money services or financial-services regulations (e.g., registration with FINTRAC, registration under the Retail Payment Activities Act (RPAA), or other applicable legislation). The Customer will be notified promptly if there is any material change to the Company’s regulatory status.

If the Company holds funds in trust, the trustee duties apply only to those funds covered under this schedule and do not extend to any other service, transaction or relationship under the Agreement.

In the event of any conflict between the terms of this Schedule and applicable legislation (e.g., RPAA, payments-services regulation, trust law) then the legislation shall prevail.

4. Fees, Payments & Currency Conversion

Customer shall pay all Fees as set out in the Agreement and any order form. All payments shall be in the currency specified in the Agreement.

The Company may convert currencies, apply foreign-exchange rates, and charge or allocate conversion losses or gains to Customer if the Services involve cross-border payments or funds in multiple currencies.

If Customer fails to pay Fees when due, the Company may suspend Services, impose interest or late fees, and/or reclaim any amounts owed.

Any refunds, credits or adjustments will be governed by the terms of the Agreement (or as otherwise communicated in writing by the Company).

5. Service Levels, Maintenance & Support

The Company shall provide the Services diligently, in accordance with the Agreement and with commercially reasonable standards and efforts.

The Company may schedule maintenance, downtime, updates or upgrades in its discretion; it will provide advance notice to Customer whenever reasonably possible. Customer acknowledges that occasional downtime may occur in connection with maintenance, upgrades or unforeseen events.

Support services and response times, escalation procedures and other operational details shall be as set out in the Agreement or in a separate support-schedule or service-level-agreement (SLA).

6. Customer Responsibilities

Customer shall provide and maintain accurate and complete information necessary for the provision of Services, including updated account, beneficiary, tax, regulatory or other relevant details.

Customer shall comply with all applicable laws, regulations and professional standards in its business and use of the Services, including AML, KYC, sanctions screening, export controls and fraud prevention.

Customer shall maintain appropriate security safeguards for its account credentials, devices and networks, shall not permit unauthorized access, and shall notify the Company promptly of any suspected security breach or misuse.

Customer shall ensure that the funds it provides do not originate from or relate to criminal, fraudulent or illegal activities and that all disclosures and source-of-fund information are complete and correct.

7. Warranties, Disclaimers & Limitation of Liability

Customer represents and warrants that it has full power and authority to enter into the Agreement, bind itself to the obligations hereunder, link the necessary accounts, and provide accurate information.

Except as expressly set out in the Agreement, the Company disclaims all other warranties, whether express or implied, including merchantability, fitness for a particular purpose, non-infringement or compliance with any law or regulation.

To the extent permitted by applicable law, the Company’s total aggregate liability to the Customer for all claims arising under or in connection with this Agreement (whether in contract, tort, negligence or otherwise) shall be limited to the greater of (i) the total Fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim; or (ii) an amount specifically agreed in the Agreement. In no event shall the Company be liable for indirect, incidental, special or consequential damages (including loss of profits, loss of data or business interruption), even if advised of the possibility of such damages.

Nothing in this Agreement shall exclude or limit the Company’s liability for (i) death or personal injury caused by the Company’s negligence, (ii) fraud or willful misconduct, or (iii) any other liability which cannot be excluded or limited by applicable law.

8. Term & Termination

The term of this Schedule is coterminous with the term of the Agreement unless otherwise specified.

Either party may terminate the Agreement or the specific Services in accordance with the termination provisions of the Agreement. Upon termination or expiration, Customer shall cease use of the Services and pay any outstanding Fees.

On termination, the Company will cease providing the Services and in the case of funds or accounts, will assist with the transfer or return of Customer funds or data in accordance with the Agreement. Customer remains responsible for obligations incurred prior to termination and any fees applicable for wind-down or data export.

Sections dealing with Fees, account-funding liability, confidentiality, disclaimers, limitation of liability, intellectual property, data protection, and other provisions that by their nature should survive termination shall survive.

9. Confidentiality, Data Protection & Privacy

Each party shall treat all confidential information of the other as strictly confidential, use it only for the purposes of the Agreement, and not disclose it to any third party except as permitted under the Agreement or required by law.

The Company shall process personal data in accordance with its Privacy Policy (as applicable) and shall implement appropriate technical, administrative and organisational safeguards to protect Customer data.

Customer consents to the transfer, storage and processing of personal data in Canada and elsewhere (as described in the Company’s Privacy Policy). Customer shall provide any appropriate notices, obtain consents from its end-users and comply with applicable data protection laws (including federal and provincial statutes).

10. Audit & Compliance

The Company shall maintain records of transactions, user accounts, funds movement and other relevant operational data as required by applicable laws or regulatory obligations.

Customer shall permit the Company or its auditors to conduct audits or compliance reviews as reasonably requested, subject to confidentiality.

If the Services involve regulated funds, the Customer shall maintain its own records and meet any regulatory or tax obligations relating to its use of the Services.

11. Changes to Services or Schedule

The Company may modify the Services, change features, impose new functionality, or discontinue Services at its discretion. Where such changes materially and adversely affect Customer’s use of the Services, the Company will provide reasonable notice of change.

The Company may update this Schedule or the Agreement by giving notice (such as by email or posting a revised version to the website). The updated version will become effective on the date specified. If Customer does not agree to the change, the Customer may terminate the Agreement as described in the Agreement.

12. Governing Law & Dispute Resolution

This Agreement (including this Schedule) shall be governed by and construed in accordance with the laws of the Province of [Insert Province, e.g., Ontario] and the federal laws of Canada applicable therein.

Any dispute arising out of or in connection with this Agreement shall be resolved by good-faith negotiation between the parties. If unresolved, the dispute may be submitted to [insert dispute resolution mechanism: e.g., arbitration in [City, Province], or courts of competent jurisdiction in [Province]].

The parties consent to the exclusive jurisdiction of the courts of [Province] in respect of any dispute arising under the Agreement unless otherwise agreed in writing.

13. Miscellaneous

Assignment. Neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other, except in connection with a merger, reorganisation or sale of substantially all assets.

Entire Agreement. The Agreement, including this Schedule and any exhibits, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous communications, proposals or representations, whether oral or written.

Severability. If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. Failure to enforce any right or provision under the Agreement shall not constitute a waiver of that right or provision unless acknowledged in writing by the other party.

Notices. All notices under the Agreement shall be in writing and delivered to the addresses specified in the Agreement or as otherwise communicated, via email or registered mail as stipulated.