Terms of Service

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‍40 ACRES S.A. DE C.V.

These Terms of Service (the “Terms”) are made between 40 Acres, S.A. de C.V., a Virtual Currency payment service provider incorporated under the laws of El Salvador with its corporate registration number 967 of the book 4885 (hereinafter, “40A”, “We”, “Our”, or “Us”) and the Client (as hereinafter defined). 40A and the Client shall each hereinafter be referred to as a “party”, and collectively as “the parties”.

These Terms apply to the Client’s use of the Services (as hereinafter defined), which may be provided by 40A through the Websites, 40A’s API or by any other means. These Terms encompass all associated products, services, technologies, and functionalities related to the Services.

The Client’s use of the Services constitutes their agreement to be bound by these Terms, and acknowledgment that they have read, understood and accepted all provisions herein.

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Definitions

The following definitions shall apply to these Terms:

Account – The Client’s digital profile created by 40A to facilitate access to the Services.

Business Days – Any day other than a Saturday, Sunday, or statutory holiday observed in El Salvador, on which banks are generally open for business.

Client, You or Your – the individual or a corporate entity wishing to use the Services, who has agreed to these Terms of Service and successfully completed 40A’s due diligence and verification processes (Know Your Customer / Know Your Business).

“Confidential Information” shall be defined as any confidential or proprietary information disclosed by one party to the other party in connection with these Terms or the Services, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally, visually or otherwise is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in these Terms. Confidential Information shall include without limitation, any information accessed via the 40A API, the technical specifications and processes of each party (if any), and all Client and End Customer personal data.

Currency(ies) – Together, Fiat Currency(ies) and Virtual Currency(ies).

End Customers – The individual or business entity that settles or receives payments via the Services.

Fiat Currency(ies) – a government-issued currency that 40A accepts as legal tender for the purpose of providing the Services.

Intellectual Property Rights – patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, trade names, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Limits – The highest permitted transaction amount able to be conducted via the Services, as set by 40A for a specific client.

Representative – In the case that the Client is a legal person and corporate entity, the authorised individual is permitted to onboard the entity with 40A, and to use 40A’s Services on behalf of that corporate entity.

Sanctions – Restrictions imposed on entities, governments, or individuals by the country of El Salvador, the United Nations, the European Union, or any other regulatory bodies that 40A must adhere to. 40A reserves the right to amend its list of relevant sanctioning bodies without prior notice.

Services – The provision of access to the Third Party Software by 40A to the Client for its use in accordance with these Terms, as further specified in Schedule 1 (“Flux Invoicing Services”), Schedule 2 (“Flux Trading Services”); and Schedule 3 (“ElenPay Payment Services”). For the avoidance of doubt, 40A does not offer Virtual Currency custody as part of the Services.

Third Party Software – Together: (1) the Flux Virtual Currency payment processing and invoicing software; (2) the Flux over-the-counter (OTC) Virtual Currency trading software; and (3) the ElenPay Lightning (Layer 2) Virtual Currency payment processing software, each of which 40A has a license to use or otherwise provide access to its clients in connection with the provision of the Services and 40A’s business offerings.

Virtual Currency(ies) – A digital asset used for trading, payments, or investment purposes, distinct from Fiat Currencies, securities, and other financial assets. The list of Virtual Currencies remitted and accepted by 40A in connection with Services is available on the Websites, or may be notified to You via email from time to time.

Website(s) – https://www.40acres.pro/ , and any other website on which the Services may be made available to You.

Wallet – A third-party digital wallet designated for storing Virtual Currencies on behalf of the applicable owner.

General

40A is a Virtual Currency payment service provider that makes the following Services available to You, subject to Section 3:

Flux Invoicing Services – Enables the Client to accept Virtual Currencies from End Customers as a payment method in exchange for the provision goods or services, as set out in Schedule 1;
Flux Trading Services – Enables the Client to exchange Fiat Currencies or Virtual Currencies for other Virtual Currencies, as set out in Schedule 2; and
ElenPay Payment Services – Enables the Client to accept the Virtual Currency, Bitcoin, as a payment method from End Customers in exchange for the provision of goods or services, or make payment to End Customers in Bitcoin, as set out in Schedule 3.

We may update these Terms or Our Privacy Policy at any time. Any changes to these Terms or Privacy Policy will either be published on 40A’s website, or notified to You by email or other means. The updated terms will take effect as soon as they are published or notified to You. If You continue using Our Services, You are deemed to agree to the changes. If You don’t agree to any such changes, You must stop using Our Services.

These Terms, Our Privacy Policy, any other agreements between You and 40A, and the laws of El Salvador, govern Your use of the Services.

For the avoidance of doubt, 40A has been granted a non-exclusive, non-transferable and limited license to use the Third-Party Software for the purposes of providing the Services, as outlined in these Terms.

Regulatory Compliance

40A’s operations are subject to the laws and regulations of El Salvador. This includes the Law on the Issuance of Digital Assets (LEAD).

40A holds a BTC Service Provider (BSP) License issued by the Central Bank of El Salvador, and a Digital Asset Services Provider (DASP) License issued by the El Salvador National Commission on Digital Assets (CNAD). As required by applicable laws and regulations, 40A maintains a comprehensive anti-money laundering (AML), Counter-Terrorist Financing (CTF) and Sanctions compliance program.

Know Your Customer (KYC)/Know Your Business (KYB) – Onboarding and Ongoing Requests
1. General‍

We adhere to the applicable laws and regulations of El Salvador and any other international jurisdictions aimed at preventing money laundering, terrorist financing, and tax evasion, and comply with Sanctions requirements. As a result, We are required to request and maintain comprehensive information about Our clients, their associated parties, their activities (including business operations), and the origins of their assets.

KYC/KYB Onboarding Process

As part of the due diligence and KYC process prior to the creation of Your Account, You will be required to provide all applicable information and identity and corporate documentation requested by 40A. You agree to provide complete, current and accurate information and documentation, and shall notify 40A of any material changes to the information or documentation You have provided within 10 days of such change.

40A may engage third-party service providers to facilitate identity verification, onboarding procedures, and related compliance requirements (“Compliance Services”). By requesting to use the Services, You consent to 40A disclosing and sharing any necessary personal and corporate information, including identification documents and registration details, with such third-party providers strictly for the purpose of performing these Compliance Services. 40A shall ensure that any third-party provider engaged complies with applicable data protection laws and confidentiality obligations.

The identity verification process may be conducted through such communication channels as designated by 40A.

Any documents submitted to 40A must be valid, and the data indicated on them must completely coincide with the data that You have provided to Us. We shall assume that the document presented by You is authentic, valid, and correct.

We may require that documents issued internationally be legalized or certified with an apostille, unless prescribed otherwise in a treaty between the relevant countries.

If documents are in a foreign language, We may require that the documents be translated into English or another language understandable to Us. The translation must be certified by a sworn translator. You shall bear the costs concerning any requested formalization, translation, certification of Your documents, and other related costs.

If any submitted documentation does not meet Our requirements, or We have doubts concerning their accuracy, We shall have the right to deny access to the Service(s) and/or require the submission of additional documents.

You expressly agree that We may collect, disclose, retain or otherwise use Your submitted personally identifiable information in accordance with Our Privacy Policy, which is incorporated into these Terms by reference.

Periodic and Ongoing Compliance Requests

Following the completion of the initial due diligence process, We reserve the right to periodically verify the identity and ownership structure of You or Your Representative (as applicable). We may also request additional information and supporting documentation relating to You or Your activities from time to time, including, but not limited to, details concerning connected persons, the purpose of transactions, and the lawful origin of Your assets or any assets used in connection with the Services. Such requests may relate to specific transactions, or may be broader in scope, encompassing Your overall business activities.

We reserve the right to request transaction-related documents from You (such as sales, lease, or supply agreements) and obtain details or documentation concerning the counterparty, ultimate beneficiary, or any other party involved in transactions conducted via the Services.

We reserve the right to monitor how You utilise 40A’s Services.

We reserve the right, at Our sole discretion, to suspend or refuse access to the Services (including refusing to process transactions) or impose temporary or permanent restrictions such as partial or complete suspension of an Account, freezing of funds, imposing transaction limits, or modifying Your Limits. These actions may be taken particularly if the Client or any associated individual (without limitation):

Fails to provide requested documents or data necessary for compliance with 40A’s due diligence requirements, legal obligations and verification processes;
Submits false information or documentation to 40A;
Provides contradictory documentation concerning their Representative;
Is undergoing liquidation proceedings, is no longer registered in its country of registration, or a Client who is an individual is deceased.
Causes due diligence concerns for 40A or is suspected of illegal or prohibited activities;
attempts to gain unauthorised access to 40a’s servers, Websites or any other Client’s account; or
Is subject to Sanctions, resides in a sanctioned area, or is linked to sanctioned entities or activities.

If 40A is unable to verify You within a reasonable timeframe, We reserve the right to decline Your Account registration request or to deny/disable Your access to the Services.

End Customers may need to undergo verification processes at the time of settling or receiving payment via the Services, to ensure compliance with Our AML/CTF obligations.

Account and Registration

Account Creation

For security reasons, an Account shall be created by 40A’s operations team on behalf of a Client following the Client’s successful completion of the KYC onboarding process.

40A shall send each onboarded Client the following details to access their Account:

Account username;
A single-use password to login to the Account for the first time; and
The URL of the Websites to login to Your Account and access the Services

Securing Your Account

Following Your first login to Your Account, You will be required to select a new password to secure Your Account. You will also be prompted to add two factor-authentication (“2FA”) to Your Account via a third-party 2FA application (“2FA App”).

You are solely responsible for maintaining the confidentiality of Your Account credentials, including but not limited to Your username, password, and any other security credentials.

You must not disclose Your login information to any third party, and shall take all reasonable measures to prevent unauthorized access to Your Account.

Sharing Your Account with any third party is strictly prohibited. You acknowledge and agree that We shall not be liable for any loss or damage arising from any unauthorized use of Your Account, or any failure by You to maintain the confidentiality of Your Account credentials.

Access to Account Information

You can access detailed information about Your Account activity, including Your ledger, transaction history, and settlement history, via Your Account dashboard on the Websites. This information is regularly updated to provide You with a comprehensive overview of Your Account status.

If You identify any errors or discrepancies in Your Account information, You must notify 40A within 30 calendar days of the relevant ledger entry posting. This allows us to promptly investigate and rectify any inaccuracies.

If You fail to notify us of any errors within the specified 30-day timeframe, You are deemed to have irrevocably accepted the accuracy of Your Account information, including Your ledger, transaction history, and settlement history.

Representations and Warranties

You hereby represent and warrant to Us as follows:

You are at least 18 years old (where the Client is a natural person or, if a legal person, in reference to the Client’s Representative);
You have read, agree with, and shall comply with these Terms and the Privacy Policy that are an integral part of these Terms of Service;
You confirm that You have enough knowledge relating to the use of Virtual Currency in relation to Our Services, and understand that You are solely responsible for determining the nature, suitability, risks, and appropriateness of Our Services;
The individual accepting these Terms on behalf of the Client is a duly authorized representative and possesses the requisite legal capacity, power and authority to bind the Client;
If the Client is a legal person, your corporate entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. Such entity shall also be in good standing and duly qualified in all jurisdictions where its business operations necessitate such qualification;
You are solely responsible for declaring and making payment of tax for any income received from the Services in accordance with the laws of Your country of residence or domicile;
You are solely responsible for maintaining the confidentiality of Your Account credentials, including Your password. Any disclosure of Your login information to a third party, whether intentional or unintentional, is at Your own risk. You remain fully liable for any consequences resulting from unauthorized access to Your Account, regardless of how such access was gained. Sharing Your login information with third parties does not relieve You of Your obligations under these Terms;
Your use of the Services shall at all times comply with all applicable international, federal, state, and local laws and regulations, including, but not limited to, tax laws and regulations;
Any bank account details and/or Virtual Currency address provided by the Client to 40A in connection with the Services shall be solely owned by and under the control of the Merchant;
You will not use the Services for a criminal purpose, including money laundering, tax fraud, terrorist financing, or other malicious activities;
You shall comply with all applicable anti-money laundering and counter-terrorist financing laws and regulations, including adherence to all relevant Sanctions programs applicable to Your business operations;
Your use of the Services shall not violate these Terms or any other applicable terms of service;
All information You provide to us, both presently and in the future, shall be true, accurate, and complete, and You shall promptly update and correct any information to maintain its accuracy and completeness; and
We may refuse to provide the Services on the basis of a document certifying the right of representation, which explicitly and clearly reflects the Client’s will.

40A’s Obligations

We are obligated to report any suspicious activity, including potential fraud or criminal activity, to the relevant regulatory authorities. This may include disclosing information about You and Your use of the Services.
We will provide the Services with reasonable care and skill, in accordance with industry standards and applicable laws and regulations.
We will take reasonable steps to address and report any malfunctions in the Websites, and minimize disruptions to the Services.
We are only liable for direct damages resulting from Our gross negligence or wilful misconduct in providing the Services.
40A is not responsible for:

Delays or interruptions caused by third-party service providers, including internet service providers or access to the Websites;
Errors or delays caused by inaccurate or incomplete information provided by You, including incorrect wallet addresses;
Losses resulting from Your own actions or omissions, including mistakes in transactions or failure to secure Your account;
System failures or disruptions beyond Our reasonable control; or
Any losses or damages arising from Your use of third-party Wallets or services.

40A does not take custody of Your Virtual Currencies. Our Services are limited to facilitating transactions and managing Virtual Currencies based on Your instructions.
You acknowledge and agree that the use of Virtual Currencies involves inherent risks, including but not limited to market volatility, regulatory uncertainty, and the potential for fraud or theft. You assume all risks associated with Your use of the Services and Your Virtual Currency holdings.

Transaction Limits

We may impose daily, monthly, and yearly Limits for each Account established on the Websites. Exceeding these Limits, or requesting to exceed these Limits may necessitate the provision of additional documentation and verification.

40A’s approval will be subject to its review of any provided documentation and confirmation of the accuracy and authenticity of the information provided by You.

For the avoidance of doubt, 40A shall not obligated to approve a request to increase Your Limits.

Prohibited Uses and Restrictions

As a condition of utilizing the Services, You agree not to engage in any of the following activities. The below list is non-exhaustive and may be updated at Our sole discretion. If You are unsure whether a particular activity is prohibited, please contact us:

Prohibited Activities

Engaging in activities that violate any applicable law, regulation, or Sanctions program, including activities that facilitate money laundering, terrorism financing, or any other unlawful act.
Actions that impose an unreasonable burden on Our infrastructure, interfere with system integrity, transmit harmful code (e.g., viruses, trojans, malware), or attempt unauthorized access to systems, networks, or data.
Collecting or using information belonging to others without authorization, including but not limited to accessing another client’s Account without permission or misusing personal data.
Providing false, misleading, or inaccurate information to 40A or any third party, including engaging in deceptive financial practices.
Engaging in defamation, harassment, threats, stalking, or promoting violence or discrimination against individuals or groups.
Facilitating the sale, distribution, or access to counterfeit goods, pirated content, or unauthorized use of 40A or the Third Party Software provider’s Intellectual Property Rights, (including trademarks and service marks).

Prohibited Uses

Clients are prohibited from utilising the Services for the following categories of businesses, which are restricted due to legal, regulatory, or risk management considerations. If You are uncertain about whether Your business falls under these restrictions, please contact us:

Illegal or Controlled Substances: Including but not limited to narcotics, drug paraphernalia, synthetic drugs, and unregulated pharmaceuticals.
Weapons and Hazardous Materials: Including firearms, ammunition, explosives, radioactive materials, and any other dangerous goods.
High-Risk Financial Products: Including investment schemes, multi-level marketing, pyramid schemes, and speculative financial instruments.
Intellectual Property Infringement: Including counterfeit goods and unauthorized distribution of copyrighted materials.

Business Activities Requiring Enhanced Due Diligence

If Your operations involve certain business activities you will require explicit authorization from 40A prior to use of the Services. Any such clients may be subject to enhanced KYC/DD, ongoing KYC/DD requests, additional conditions, compliance reviews, operational restrictions, or required to make additional representations and warranties to 40A in relation to their use of the Services. If You are engaged in the following activities must seek Our prior approval, and will only be allowed to transact via the Services as expressly authorised by 40A:

Money services businesses;
E-wallets and digital payment facilitators;
Foreign currency exchange services;
Transactions related to the sale or trade of Virtual Currency;
Gambling ventures, where permitted by law in the relevant jurisdictions;
Crowdfunding platforms;
Banking services;
Insurance activities; or
“Any business activity that, based on 40Acres internal risk assessment, is treated as higher-risk under applicable AML/CFT regulations.”

Failure to seek such authorisation in accordance with this section may result in the suspension or termination of Your Account, or other remedial actions at 40A’s sole discretion.

Third Party Links

The Services may include links to third-party websites, mobile applications, or other external resources. We do not control or oversee these third-party platforms, and You acknowledge that We bear no responsibility for their availability, content, advertisements, products, services, or any associated materials. Our inclusion of such links does not constitute an endorsement, nor do We assume any liability for interactions or transactions You may have with these external sites or applications.

Termination and Account Closure

You may stop using the Services and request that 40A close Your Account at any time, for any reason.

40A may terminate the provision of the Services and close Your Account for any reason with one month’s notice.

Notwithstanding the foregoing, 40A may terminate the provision of the Services to You, and deactivate Your Account immediately without prior notice, upon the occurrence of any of the following events:

You breach any material provision of these Terms and fail to cure such breach within thirty (30) days after written notice of such breach;
We discover or reasonably suspect that You will use, or have used, Your Account to engage in unlawful or improper activity in violation of applicable laws or regulations, these Terms, and/or any other applicable terms of use, including but not limited to a violation of Section 8 (Prohibited Uses and Restrictions). We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, Sanctions programs, legal process or governmental request.
You file a petition for bankruptcy or are adjudicated bankrupt or insolvent;
A receiver, trustee, or similar officer is appointed for You or any of Your assets;
You cease, or threatens to suspend or cease, carrying on all or a substantial part of its business, or dissolve Your company;
We determine, in Our sole discretion, that Your use of the Services poses a risk to Our business, reputation, or other users; and/or
If required to do so by applicable law or regulation.

Upon termination of the provision of the Services (and these Terms) for any reason:

All rights and licenses granted to You under these Terms will immediately terminate;
You will immediately cease all use of the Services;
You will remain liable for all fees and charges accrued for the provision of the Services prior to the effective date of termination;
We will remit any undisputed funds owed to You or any End Customers from completed transactions that occurred prior to the termination date, subject to Our standard payment processing procedures and any applicable fees;
You agree to continue to be bound by the surviving portions of these Terms;
If applicable, You shall discontinue any usage, and remove from Your website, apps and marketing materials, any 40A, Flux or ElenPay trademarks, service marks, logos or other branding;
We will retain certain information, documentation and Account data as required under applicable laws and regulations; and
We shall not be liable to You or any third party for termination of access to the Services, closure of an Account or retention of information or Account data.

Data Protection and Privacy

To provide and improve Our Services, We collect, use, store, and process Your personal information in accordance with applicable data protection laws and regulations, including the EU General Data Protection Regulation (GDPR) and the Decree No. 144, Personal Data Protection Law (El Salvador).

Our Privacy Policy, available on https://www.40acres.pro/, details how We collect, use, and disclose Your personal data. You should ensure You review and understand the Privacy Policy before accepting these Terms of. By using the Services, You confirm that You have read, understood, and agree to be bound by the Privacy Policy.

We may disclose Your personal information to third parties in the following circumstances:

We may disclose information to comply with legal obligations, court orders, or requests from law enforcement agencies. This may include disclosing information to CNAD, or other relevant authorities;
We may share information with trusted third-party service providers who assist us in operating Our business and providing the Services. These providers are contractually obligated to protect Your information and only use it for the purposes We specify; or
We may disclose information to prevent fraud, money laundering, terrorist financing, or other illegal activities. This may include sharing information with financial institutions, credit reference agencies, and other organizations involved in fraud prevention.

We may record and store Your communications with us, including phone calls, emails, and chat messages. These recordings may be used for training, quality assurance or to investigate complaints or disputes.

Complaints

End Customer Complaints: If We receive a complaint from an End Customer and it relates to You or goods/services purchased from You, We will send such complaint to You for resolution directly with the End Customer. 40A shall have no liability in relation to any such End Customer complaints.

We reserve the right to terminate the Accounts for those clients that receive, in Our reasonable opinion, excessive End Customer complaints.

Client Complaints: If You wish to submit a complaint regarding Our Services, please should contact us via e-mail at clientservices@40acres.pro

Intellectual Property Rights

All Intellectual Property Rights relating to Our Services,(including the systems, platforms, software, and documentation provided by 40A to You in connection with the Services) shall remain the sole property of 40A or its third party licensors. You shall have no right, title or interest in or to any of the foregoing except for the right to access and use them in accordance with these Terms.

You shall be prohibited from reproducing, using, distributing, or modifying any of 40A or its third party licensors’ trademarks, text, images, videos, documents, or other content, unless expressly permitted to do so.

Service Interruptions

The Services may be temporarily suspended, interrupted, or restricted for various reasons, including scheduled maintenance or unscheduled interruptions. Scheduled maintenance includes activities such as routine system upkeep, software upgrades, or the implementation of necessary security measures. Unscheduled interruptions may occur due to unforeseen circumstances, such as technical issues or security breaches, that require immediate suspension of the availability of the Services.

40A will use reasonable endeavours to provide Clients with clear and timely notifications regarding any upcoming service interruptions. For scheduled maintenance, You will receive at least five (5) Business Days prior written notice, detailing the reason for the interruption, its estimated duration, and the anticipated restoration time. In the case of unscheduled interruptions, 40A will notify You as soon as reasonably practicable and will diligently work to restore the Services as soon as commercially practicable.

You are solely responsible for ensuring that all data and information transmitted through 40A’s Services complies with all applicable laws, regulations, and legal requirements governing communications networks and data transmission. This includes, but is not limited to, data protection laws, intellectual property laws, and anti-spam regulations. You are expected to understand and adhere to these legal obligations when utilizing the Services.

Virtual Currencies Disclaimer

While there are inherent risks arising from accepting and using various forms of payments and Currencies (such as cash, other fiat currencies, network card payments, other proprietary electronic payments and alternative Virtual Currency payments), 40A discloses, and You are required to ensure You understand the following material risks associated with the purchase, sale and use of Virtual Currencies:

Any Virtual Currencies received by, or transacted through 40A using the Services shall not accrue interest;
Virtual Currencies are not legal tender, are not backed by any government, and Virtual Currency accounts and value balances are not subject to deposit insurance or securities protections;
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currencies;
Transactions involving Virtual Currencies may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
Some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the End Customer initiates the transaction;
The value of Virtual Currencies may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currencies, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear;
There is no assurance that a person who accepts Virtual Currencies as payment currently will continue to do so in the future;
Subject to anything to the contrary herein, 40A cannot reverse any Virtual Currencies that have been remitted by the Client or an End Customer in connection with the Services, and any losses incurred by the Client or an End Customer due to fraudulent or accidental transactions are not recoverable;
The volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time; and
The nature of Virtual Currencies means that the use of them may lead to an increased risk of fraud or cyber-attack.

Subject to anything to the contrary herein, any up-to-date Virtual Currency market information, including quotes or charts that 40A provides to the Client, are provided ‘as is’, without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate. While 40A may correct any such errors, missing information, or inaccuracies, it is under no obligation to do so.

Indemnification

You agree to indemnify, defend, and hold harmless 40A and its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, proceedings, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, reasonable attorneys’ fees and expenses) a awarded against, or incurred or paid by 40A as a result of or in connection with:

Your actual or alleged breach of Your representations, warranties, or obligations set forth in these Terms;
40A having acted, or declined to act on any Client instructions;
any materials or information provided by Client to 40A to facilitate the provision of Services;
the Client’s violation of applicable laws or regulations, including any applicable Sanctions laws; or
the negligence or wilful misconduct of the Client.

No Warranties

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, THE SERVICES AND THIRD PARTY SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE PROVIDE THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES (AND THE WEBSITES) WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT. WE DO NOT ENDORSE, WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED OR ADVERTISED BY A THIRD PARTY THROUGH THE SERVICES OR THROUGH OUR WEBSITES, AND WE WILL NOT BE A PARTY TO NOR MONITOR ANY INTERACTIONS BETWEEN YOU AND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOST PROFITS, LOSS OF GOODWILL, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN. OUR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE CLIENT SHALL NOT BE LIABLE UNDER THIS CLAUSE WHERE SUCH LIABILITY ARISES AS DIRECT RESULT OF THE CLIENT’S NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Refund Policy

You have the flexibility to determine Your own refund policy for goods and services sold to End Customers. This includes the ability to offer full or partial refunds, or to implement a “no refunds” policy where applicable.

You can choose to issue refunds via the Services based on either the original Currency quoted for the goods or services, or the value of the Virtual Currency used for payment. This allows You to align Your refund policy with Your business practices and customer expectations.

If Your Account balance is insufficient to cover pending refund requests, 40A may require You to deposit additional funds to a designated bank account or Wallet to facilitate the refund process.

You are solely responsible for establishing and disclosing a clear and comprehensive refund policy to Your End Customers. This policy should outline the conditions under which refunds are offered, any applicable fees or restrictions, and the process for requesting a refund.

40A is not responsible for the content or compliance of Your refund policy with applicable laws or regulations. We recommend that You consult with legal counsel to ensure Your policy adheres to all applicable laws and regulations.

For certain industries or types of transactions, a refund policy may not be applicable or may be subject to specific legal requirements. It is Your responsibility to understand and comply with any such requirements.

Miscellaneous

Taxes

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will We determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction conducted via the Service.

Assignment

You may not transfer, assign or deal in any other manner with Your rights or obligations under these Terms. You acknowledge and agree that We may transfer, assign or deal in any other manner with Our rights or obligations under these Terms.

Severability

Should any provision of the Terms be determined to be illegal, invalid or unenforceable under any law, regulation, or order pf a court of competent jurisdiction, such determination will not affect the legality, validity or enforceability of any other provision of the Terms.

Waivers

A party’s failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Entire Agreement

These Terms, including any of 40A’s other terms referenced herein, represents the entire agreement and understanding between You and Us in relation to the subject matter herein. Headings are included for convenience only and shall not be considered in interpreting the Terms.

Notices

Any notice or other communication given to a party in connection with the Terms shall be in writing and in English. Notices may be sent by a registered mail and/or by email. The parties agree that all terms, conditions, agreements, notices, disclosures or other communications provided to each other electronically will be considered to be “in writing”. The provisions of this section shall not apply to the service of any proceedings or other documents in any legal action. 40A may send notices to You at the email and physical address that You submit during the KYC onboarding process for the provision of the Services. You may update these contact details by notifying 40A in writing at any time. Notices to 40A may be sent to 40 Acres, S.A. de C.V., Calle Cuscatlàn Col. Escalón, #4312, San Salvador, El Salvador and clientservices@40acres.pro.

Force Majeure

40A shall not be liable for delays in processing transactions or any other delay or non-performance of its obligations under these Terms due to a cause outside of its reasonable control (“Force Majeure Event”). A Force Majeure Event shall include. without limitation, fires, interruption or failure of telecommunications, utility or power services, equipment failures, labour strikes, riots, terrorist attacks, war, non-performance by Our vendors or suppliers, any law or action taken by a government, acts of God, pandemics and epidemics. 40A shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.

Confidentiality

Each party shall hold the other party’s Confidential Information in strict confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of the Confidential Information.

Notwithstanding the foregoing, a party both parties may disclose Confidential Information: (a) To those of its employees, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purpose of the receiving party discharging its obligations or excercising its rights under these Terms. The party in receipt of such information shall ensure that its Representatives to whom it discloses the Confidential Information are subject to written confidentiality obligations at least as restrictive as those set out in these Terms; or (b) As may be required to be disclosed by a law or a court, government agency, regulatory authority of competent jurisdiction, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information.

The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of these Terms or until such time as such information becomes public information through no fault of the receiving party.

Survival

The termination or expiry of these Terms shall not affect any rights, remedies, obligations, or liabilities of either Party that have accrued prior to such termination or expiry, including the right to claim damages in respect of any breach existing at or before that date. Without prejudice to the foregoing, the provisions of Section 5 (Representations and Warranties), Section 10 (Termination and Account Closure), Section 11 (Data Protection and Privacy), Section 13 (Intellectual Property Rights), Section 16 (Indemnification), Section 17 (No Warranties), Section 18 (Limitation of Liability), Section 20 (Miscellaneous), and any other provision which by its nature is intended to survive termination or expiry, shall remain in full force and effect.

Relationship of the Parties

Each Party to these Terms is acting in its capacity as an independent contractor. Nothing in these Terms is intended to, or shall be deemed to, establish any joint venture between the Parties, neither Party is an agent of the other Party and has no authority to represent the other Party as to any matters. Neither Party’s employees shall be considered employees or agents of the other Party, nor shall they be entitled to privileges given or extended to the other Party’s employees.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of El Salvador. Any disputes, controversy or claims (including non-contractual disputes or claims) arising out of, or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of El Salvador.

Supervisor Contact

Any unresolved doubts or inquiries may be submitted to the SSF through the means contained in the following link: SSF's public attention, where you will find the updated data of the SSF user service office. WhatsApp: 7840-9741 or 7593-9103; email: atenciónalusuario@ssf.gob.sv; and phone: 2999-9999.

The Client will have access to these Terms of Use at all times, and they will be available after their signature in the corresponding section of their profile within the Application.

Schedule 1

Service Specific Terms – Flux Invoicing Services

This Schedule is only applicable to the use of the Flux Invoicing Services. Any capitalized expressions defined in the Terms and used herein shall have the meaning set out in the Terms, unless otherwise specified in this Schedule.

Definitions

The following definitions shall apply in this Schedule:

40A Fee – The charge imposed by 40A for conversions between Virtual Currencies and Fiat Currencies in connection with the Flux Invoicing Services.

Bank Transfer Fee – The fee applied when transferring Fiat currency to a Client’s bank account. More details are available on the Website.

Network Fee – A charge the Client pays to 40A to facilitate Virtual Currency transfers to the Client’s Wallet, covering network transaction costs.

Order – A request submitted by the Client to 40A on the Website to receive payment for goods or services from an End Customer via the Flux Invoicing Services.

Payment Exception – Has the meaning given to it in section 4 of this Schedule 1.

Processing Fee – A charge applied when 40A manually processes a transaction due to the Client’s request or circumstances.

Refund Fee – A charge incurred when a Client requests that a refund is processed via the Flux Invoicing Services.

Settlement – The process by which the Currency received from an End Customer in connection with an Order is converted into the Settlement Currency and the resulting amount, after any applicable fees or deductions, is remitted to the Client’s nominated bank account or Wallet. “Settled” shall be construed accordingly.

Settlement Currency – The Currency in respect of which You wish to receive the final payment amount due in connection with an Order, after the Virtual Currency(ies) paid by the End Customer are converted as part of the Flux Invoicing Services.

Scope of Flux Invoicing Services

Initiating Payment Requests: To receive payment in Virtual Currencies, You must first generate an Order through the Website. This can be accomplished by accessing the “Orders” tab within Your Account dashboard and selecting the “New Order” option.

Settlement Currency Selection: You will be prompted to specify the desired settlement amount and Your preferred Settlement Currency (for example, but not limited to: GBP, EUR, USD, CAD).The Virtual Currency shall be converted into Your chosen Settlement Currency by a third party over-the-counter service provider duly authorised and approved by 40A to provide such service.

Order Details: To ensure accurate and efficient processing of Your Order, the following information is mandatory to provide:

A copy of the applicable invoice attached to the Order.
The precise amount You wish to receive in Your chosen Settlement Currency. For the avoidance of doubt, all applicable Fees are added to this amount;
An optional field to include a unique identifier or reference number for Your internal tracking purposes;
to indicate the nature of the payment request;
Specify the date by which the End Customer must make the payment to ensure the guaranteed exchange rate;
The accurate email address of the End Customer to whom the Order will be sent; and
Include a brief description of the goods or services and the invoice for which payment is being requested.

Order Generation and Delivery:

Once You have completed all the required fields, the Website will generate a unique Order containing a Virtual Currency Wallet address for the End Customer to send their payment. You can then send this Order to the End Customer via Your preferred communication channel.
40A utilizes third party sources to determine the exchange rate between the Virtual Currency being paid by You or Your End Customer, and Your chosen Settlement Currency. This rate is dynamically updated to reflect real-time market conditions.
40A guarantees the aforementioned exchange rate provided on the Order for the End Customer, provided that the payment is made within the specified timeframe. This timeframe before the exchange rate will be timed out is clearly displayed on the Order to ensure transparency.
You acknowledge and agree that You are solely responsible for any fluctuations in the value of Your chosen Settlement Currency relative to other assets or benchmarks.
While 40A guarantees the receipt of the specified settlement amount (minus applicable fees) if the End Customer pays within the timeframe, We do not guarantee the future purchasing power or exchange value of that Settlement Currency.

Order Status: An Order goes through several stages before it is considered fully Settled:

The End Customer initiates the payment and the Virtual Currency is being processed on the blockchain network;
The applicable transaction within the Order receives the required number of block confirmations on the blockchain, increasing its reliability and reducing the risk of reversal;
The payment gets fully validated, credited to Your Account ledger, and is ready for withdrawal or further use; and
The Order may be deemed completed, where the End Customer initiates the payment, the required block confirmations have occurred, and that transaction has passed Our risk validation measures, but it still needs to be credited to Your Account. For the avoidance of doubt, this is not yet deemed ‘fully confirmed.

The number of block confirmations required for an Order to be considered "fully confirmed" varies depending on several factors:

Different blockchains have different block times and confirmation requirements;
40A employs and utilises a dynamic risk assessment system that considers various factors, including transaction history, network activity, and known fraud patterns, to determine the appropriate number of confirmations for each transaction.

40A utilizes various risk mitigation techniques through its third-party service providers to detect and prevent fraudulent payments:

Real-time monitoring of blockchain transactions to identify suspicious patterns or anomalies;
Verification of the End Customer’s Virtual Currency address to ensure its validity and reduce the risk of funds being sent to an incorrect or fraudulent address;

Adherence to relevant AML and KYC regulations to mitigate the risk of prohibited or of illicit activities.

While You have the option to inform the End Customer that their payment has been accepted before 40A officially deems the Order "fully confirmed," You do so at Your own risk. 40A is not liable for settling Orders that are not fully paid and complete, including those where You have prematurely acknowledged receipt of payment.

If You accept a payment before it is fully confirmed and credited to Your Account ledger, and 40A subsequently determines the payment to be fraudulent, invalid, or otherwise compromised, We are not obligated to settle the funds to You.

Transaction Statuses

Your Account dashboard provides a comprehensive overview of Your Orders and their current status. You can track the progress of each Order using the following transaction statuses (this list is not exhaustive):

Paid: means the invoice has been settled by the End Customer in a Virtual Currency and is awaiting to be converted into the Client’s desired Settlement Currency.
Off-Ramped: means 40A has converted the Virtual Currency funds paid by the End Customer into the Client’s desired Settlement Currency, and remitted the Settlement Currency amounts to the Client.
Pending: means the invoice is awaiting payment from the End Customer and is within the due date set by the Client.
Expired: The invoice is overdue based on the due date set by the Client.

Refunds

Refunds issued to End Customers for the Client’s goods or services via the Flux Invoicing Services will be processed in the same Virtual Currency used by the End Customer to make the initial payment. This ensures consistency and avoids unnecessary Currency conversions.

Any Currency conversions required during the refund process will be calculated using a spot rate determined by 40A. This ensures fair and transparent exchange rates for both You and the End Customer.

Exceptions to Payments

A Payment Exception occurs when an Order is either underpaid or overpaid by the End Customer.

In the event of a Payment Exception, 40A will automatically notify the End Customer via email and/or SMS messaging. These notifications will include instructions on how to claim the underpayment or overpayment, as outlined in the following sections.

Overpayments

An overpayment occurs when the End Customer transmits an amount of Virtual Currency exceeding the amount required to execute Your Order.

Processing and Refund: In the event of an overpayment, 40A will execute Your Order based on the originally specified amount. The excess funds ("Overpayment Amount") will be identified, and the End Customer will be notified via email with instructions on how to request a refund.
Refund Eligibility: The End Customer shall be eligible for a refund of the Overpayment Amount, subject to the deduction of applicable Refund Fee. However, if the Overpayment Amount is less than or equal to the Refund Fee, no refund will be issued.

Underpayments

An underpayment occurs when the End Customer transmits an amount of Virtual Currency that is insufficient to cover the total value of Your Order, including any applicable fees.

Order Execution: In the event of an underpayment, 40A will execute the Order to the extent possible based on the received amount of Virtual Currency. This means the final value of the transaction will be adjusted to reflect the reduced payment, after deducting the relevant 40A Fee and Bank Transfer Fee (if applicable).
Notification: the End Customer will be notified via email regarding the adjusted transaction value and any implications of the underpayment.

Orphan Payments

An orphan payment occurs when We receive Virtual Currency from an End Customer related to an Order outside of the specified timeframe. This typically applies to time-sensitive transactions where the exchange rate is guaranteed for a specific period.

Transaction Cancellation and Refund: If an orphan payment occurs, the associated Order will be cancelled. You will be notified via email with instructions on how to request a refund for the orphan payment amount.
Refund Eligibility: Similar to overpayments, the End Customer shall be eligible for a refund of the orphan payment amount, subject to the deduction of applicable Refund Fees. However, if the orphan payment amount is less than or equal to the Refund Fee, no refund will be issued.
New Transaction Requirement: To complete the original Order associated with the orphan payment, You will need to initiate a new transaction with the End Customer within the specified time window.

Settlements

Methods of Settlement

40A will clear payments from Your End Customers to Your bank account or Wallet in accordance with Your Settlement preferences specified on Your Account. 40A shall endeavour to Settle all transactions within two (2) Business Days of receipt of payment, subject to delays beyond 40A’s reasonable control, including but not limited to delays caused by third parties.

An Account ledger will be created for each Virtual Currency or Fiat Currency selected for Settlement pursuant to Your Settlement preferences. If You change Your Settlement preferences, those changes will be effective for Account ledger balances that are received after the date of the change. Any Account ledger balances dating from before the preference change will settle pursuant to Your pre-change Settlement preferences.

Your Bank Account

You must provide us with written notice at least one business day prior to closing Your bank account. If You wish to continue to receive direct deposits, You must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with Your bank account and for all overdrafts. You are also liable to us for any fees that We may incur based on Your provision of inaccurate information or instructions, or if Settlements are processed to closed bank accounts. You authorize us to initiate electronic credits to Your bank account at any time, as necessary to process Your transactions.

We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties, nor will We be liable or responsible for any errors in the account or address information that You have provided to us.

Delayed Settlement

40A reserves the right to delay Settlement of funds or restrict access to Your account under the following circumstances; (a) If 40A needs to conduct an internal investigation related to Your account, or if there is a pending dispute involving Your Account, We may temporarily delay settlement or restrict access to funds to protect the integrity of the investigation or dispute resolution process. (b) 40A may be required by law, court order, or at the request of law enforcement agencies to delay settlement or restrict access to funds. This may include situations involving AML or KYC compliance, fraud prevention, or other legal obligations.

In the event of a Settlement delay or restriction, 40A will make reasonable efforts to promptly inform You of the situation, unless prohibited by law, court order, or law enforcement.

40A will not be held liable for any damages or losses incurred by You as a result of a Settlement delay or restriction, provided that such delay or restriction is implemented in accordance with the terms outlined in this section 5.3.

40A is committed to minimizing any disruptions to Your access to funds and will strive to implement partial delays or restrictions whenever possible, rather than imposing complete restrictions.

Once the underlying reasons for the Settlement delay or restriction have been resolved, 40A will promptly release the full amount of Your funds to Your specified Wallet without undue delay.

Settlement Minimum

40A settles the accumulated balance on Your Account ledger if it is above the minimum amount defined for the Settlement Currency selected on the Account dashboard. Please refer to the Websites for information related to minimum Settlement amounts and deposit frequency.

Fees

Client Fees

Network Fees

40A’s Network Fees are fees incurred by 40A in aggregating received payments from End Customers, and carrying out Settlements of such payments to You. Network Fees are based upon the Platform Fees that 40A incurs in providing its Services. Therefore, if Platform Fees rise, Network Fees will also rise proportionately.

Processing Fees

40A charges You a Processing Fee for each Order successfully Settled through Your Account. This Processing Fee is deducted from Your Account ledger balances (net Settlements). 40A’s Processing Fee is listed for each Order in Your Account dashboard.

We reserve the right to change Our Processing Fee at any time, provided that not less than 30 days’ advance notice of such a change is provided to You. Your continued use of the Services following the period of advance notice of the fee change constitutes Your acceptance of such change.

Current pricing information is provided on the 40A Website.

End Customer Fees

Platform Fees

Virtual Currency transactions incur fees associated with each transaction (a “Platform Fee”). These Platform Fees are automatically created by the third party providers of Virtual Currency Wallets in order to broadcast a transaction on a given blockchain network. The End Customer may pay a Platform Fee in order to send Virtual Currencies from their Wallet to pay for an Order.

These Platform Fees are paid to Virtual Currency miners (and their operators) that process transactions and maintain the respective network. Platform Fees are variable depending on network conditions and the desired confirmation speed for the transaction. If a Virtual Currency network gets congested, the minimum required Platform Fee will be higher to ensure the transaction can be reliably processed on the network. Using a lower-than-average miner fee can put a transaction at risk of slow confirmation or no confirmation at all, therefore it is always recommended to choose the higher Platform Fee to ensure the likelihood of Your transaction being successful.

Network Fees

If the estimated amount of the Network Fee cost to the Client is more than U.S.$0.01, 40A shall list the Network Fee on the Order and charge it as a separate fee to the End Customer.

Refund Fees on Payment Exceptions

If an End Customer’s transaction results in a Payment Exception, 40A deducts the corresponding Platform Fee used to return the payment to the End Customer from the total refund amount.

Schedule 2

Service Specific Terms - Flux Trading Services

This Schedule is only applicable to the use of the Flux Trading Services. Any capitalized expressions defined in the Terms and used herein shall have the meaning set out in the Terms, unless otherwise specified in this Schedule.

Definitions

The following definitions shall apply in this Schedule:

Agency Fee – The charge imposed by 40A for the provision of the Flux Trading Services, calculated as a percentage of the Exchanged Amounts. The specific Agency Fee percentage that shall be applied by 40A shall be notified to the Client when a Trade Request is populated.

Exchanged Amounts – The final total amount of the Virtual Currency remitted to the Client as a result of a completed Transaction.

Trade Request – A form populated and submitted by the Client to 40A on the Website to request the provision of the Flux Trading Services.

Transaction – An over-the-counter Virtual Currency exchange transaction between 40A and the Client, in accordance with an applicable accepted Trade Request.

Order Process

The provision of the Flux Trading Services shall be subject to the following process:

Client shall initially select the ‘Whitelist’ tab on the Website and enter the details of the Wallet address to which it wishes to receive the Exchanged Amounts. The Client shall be required to enter a 2FA code generated on their 2FA app in order for the applicable Wallet address to be successfully added to their Account.
Client shall select the ‘Trading’ tab on the Website and submit a Trade Request to 40A. Each Trade Request which shall indicate the amounts of the Currency that the Client wishes to sell, the exact amount that is to be exchanged, and the Virtual Currency the Client wishes to purchase.
Once the Client populates the relevant details on the Trade Request, the estimated amount of Virtual Currency that shall be received by the Client as a result of the trade, and the specific Agency Fee percentage that will be charged, shall be automatically displayed.
The Client shall be required to enter a 2FA code generated on their 2FA app in order for the Trade Request to be successfully submitted on the Website.
Upon the Client’s completion of 2FA, the Website shall display the deposit instructions for the proposed Transaction. The deposit instructions shall specify 40A’s Virtual Currency Wallet address to which Client’s funds that it is exchanging shall be deposited, and a timer indicating the timeframe by which the Client’s funds are required to be deposited in order for the Trade Request to be accepted by 40A (“Deposit Window”).
Once the Client makes payment of the amounts due within the Deposit Window in accordance with the applicable deposit instructions, 40A will validate that the funds have been properly received. Upon 40A’s confirmation of the Client’s funds being received, the Trade Request shall be deemed accepted by 40A.
40A shall use reasonable endeavours to exchange the Client’s Fiat Currency or Virtual Currency (as applicable) as soon as commercially practicable once the Client’s funds are received in full into 40A’s bank account or Wallet (as applicable).
Once the funds received from the Client are exchanged, 40A shall transfer the relevant Exchanged Amounts to the Client’s specified Wallet address, minus the applicable Agency Fee due.
The Transaction will be deemed to be completed once the exchange of the relevant Currencies occurs between the Parties in accordance with the accepted Trade Request.

General

The Client shall be solely responsible for any third-party transaction fees that are incurred when the Client sends Virtual Currencies or Fiat Currencies to 40A.

It is the sole responsibility of the Client to provide complete and accurate instructions or information to 40A, even where the Client provides this verbally. The Client acknowledges that 40A will not be liable for any error with respect to the information that the Client provides in relation to the Flux Trading Services, including, but not limited to the Client’s Wallet address. Failure to provide 40A with a complete and accurate Virtual Currency Wallet address information in connection with a Transaction may render 40A unable to deliver the applicable Exchanged Amounts, or may result in the delivery to the wrong Virtual Currency Wallet address(es). 40A shall have no liability in the event such delivered Virtual Currencies are unrecoverable.

It is the sole responsibility of the Client to ensure that the Client sends the total amount of the Currency it is selling to 40A’s correct bank account or Wallet address, as notified to the Client as part of the funding instructions. If You send Fiat Currency or Virtual Currencies to the wrong Wallet address or bank account in connection with a Transaction, You acknowledge and agree that such funds may be unrecoverable.

Prior to 40A commencing the trading process, the Client must make payment of the amounts to be exchanged in cleared funds within the Deposit Window. If the Client does not provide the funds by the end of the applicable Deposit Window, or the Client has not completed the required 2FA procedures, 40A may reject the Trade Request.

40A will not be held liable for any fluctuations in the value of the Virtual Currencies requested to be exchanged due to the Client’s delay in completing required 2FA procedures.

The Client acknowledges that all Trade Requests are irreversible once accepted by 40A, and may not be cancelled by the Client unless expressly provided otherwise herein.

If 40A has any reason to believe that a Trade Request or any Transaction is the result of any illegal activity, 40A reserves the right to (as applicable): (a) reject the relevant Trade Request; (b) withhold the Exchanged Amounts due to be transferred by the Client in connection with a Transaction; (c) delay, suspend, or cancel such Transaction; and/or (d) take any appropriate action to further investigate or inform the relevant authorities.

The Client acknowledges that 40A has no control over the timing of the deposits of Exchanged Amounts. On occasion, delays may occur due to relevant checks and verifications carried out by a bank, exchange platform or any other applicable third party.

In the event of a processing delay where the market rate for the Client’s assets has changed, 40A may reasonably decide to cancel the applicable accepted Trade Request. In such event, will immediately notify the Client, and if the Client has already transferred the relevant funds to 40A, 40A will return such funds to the Client’s bank account or Wallet within a reasonable period.

Title in the Currencies exchanged pursuant to an accepted Trade Request shall pass to the respective parties upon completion of the applicable Transaction.

In cases where the funds sent by the Client to 40A in connection with a Trade Request are insufficient to cover the agreed amount to be sold by the Client for the applicable Transaction, 40A may issue a refund of such funds. 40A reserves the right to charge an administration fee for any such reverse transaction.

Schedule 3

Service Specific Terms – ElenPay Payment Services

This Schedule is only applicable to the Client’s use of the ElenPay Payment Services. Any capitalized expressions defined in the Terms and used herein shall have the meaning set out in the Terms, unless otherwise specified in this Schedule.

Definitions

The following definitions shall apply in this Schedule:

Order – An API call sent from the Client's system to 40A through an integration of the ElenPay Payment Services which permits the Client to receive payment for goods or services from an End Customer, or the Client to make payment to an End Customer, in Bitcoin via the Lightning Network.

Processing Fee – A fee charged by 40A to Client for processing a Settlement in connection with the ElenPay Payment Services.

Settlement – The process by which the Customer either: (a) requests a particular balance of Bitcoin received from End Customers in connection with completed deposit Orders to be remitted to the Client’s Wallet; or (b) remits a particular balance of Bitcoin to an End Customer’s Wallet in connection with a completed withdrawal Order (both, after the deduction of the applicable Processing Fee).

Scope of ElenPay Payment Services

Upon an End Customer selecting the option to make payment on the Client’s website via the ElenPay Services (a deposit), or selecting the applicable link or tab shared by the Client to receive payment via the ElenPay Services (a withdrawal), an Order shall be initiated.

Once an Order has been initiated, the End Customer will be directed a unique URL containing the lightning invoice for the End Customer to send their payment to 40A, or generate the lightning invoice in respect of which it wishes to receive payment from 40A (“Payment Page”). The Payment Page shall also display a timer indicating the timeframe by which the End Customer is required to complete the relevant action (“Execution Window”).

If the End Customer completes the applicable required actions on the Payment Page within the Execution Window, the Order shall be deemed complete and ready for Settlement. If the End Customer does not complete the required actions on the Payment Page within the Execution Window, the Order shall automatically expire and a new Order must be initiated in accordance with section 2.1.

In addition to Orders, upon being granted the permission to do so by 40A, the Client may manually request that an End Customer makes or receives Bitcoin payment via the ElenPay Payment Services by initiating such a request on the Client’s Account. The Client may then send this request to the End Customer via their preferred communication channel.

At the Client’s discretion, the Client may elect to share the following information with 40A when an Order is initiated:

A unique identifier or reference number for the Order for Your internal tracking purposes; and
A unique identifier or reference number for the Customer for Your internal tracking purposes and;
The name and email address of the End Customer to whom the Order will be sent.

Settlements

Settlement Process

You may submit a request for Settlement via Your Account based on Your current available Settlement balance, and any applicable Limits (“Settlement Request”).

Each Settlement Request shall specify exact amount of Bitcoin that the Client wishes to be Settled (which shall be no more than the Client’s available balance from completed Orders), and the Wallet address to which the Client wishes to receive the applicable amounts.

Following the Client’s successful submission of a Settlement Request, 40A will endeavour to clear the payment of the relevant amount to Your specified Wallet within two (2) Business Days of receipt of the Settlement Request. Settlement may be subject to delays beyond 40A’s reasonable control, including but not limited to, delays caused by third parties.

For security purposes, a verification message will be sent by 40A to the Client via a different communication channel, to confirm the Client’s receiving Wallet address to which the requested Settlement amount shall be sent.

Delayed Settlement

40A reserves the right to delay Settlement of funds or restrict access to Your Account under the following circumstances: (a) If 40A needs to conduct an internal investigation related to Your Account, or if there is a pending dispute involving Your Account, We may temporarily delay settlement or restrict access to funds to protect the integrity of the investigation or dispute resolution process. (b) 40A may be required by law, court order, or at the request of law enforcement agencies to delay Settlement or restrict access to funds. This may include situations involving anti-money laundering AML or KYC compliance, fraud prevention, or other legal obligations.

In the event of a Settlement delay or restriction, 40A will make reasonable efforts to promptly inform You of the situation, unless prohibited by law, court order, or law enforcement.

40A is committed to minimizing any disruptions to Your access to funds and will strive to implement partial delays or restrictions whenever possible, rather than imposing complete restrictions.

Once the underlying reasons for the Settlement delay or restriction have been resolved, 40A will promptly release the full amount of Your funds to Your specified Wallet without undue delay.

Order Status

An Order goes through several stages before it is considered fully Settled:

The End Customer initiates the payment in relation to 40A’s lightning invoice, or generates the lightning invoice for 40A to remit payment (as applicable), and the applicable Bitcoin payment is processed on the Lightning Network;
The applicable transaction within the Order receives the required number of block confirmations on the blockchain, increasing its reliability and reducing the risk of reversal;
The payment gets fully validated, credited or debited from Your Account ledge; and
The Order may be deemed completed, where the End Customer initiates the payment or the Client remits payment, the required block confirmations have occurred, and that transaction has passed Our risk validation measures, but it still needs to be credited to Your Account. For the avoidance of doubt, this is not yet deemed ‘fully confirmed’.

The number of block confirmations required for an Order to be considered “fully confirmed” varies depending on several factors:

Different blockchains have different block times and confirmation requirements; and
40A employs and utilises a dynamic risk assessment system that considers various factors, including transaction history, network activity, and known fraud patterns, to determine the appropriate number of confirmations for each transaction.

40A utilizes various risk mitigation techniques through its third-party service providers to detect and prevent fraudulent payments:

Real-time monitoring of blockchain transactions to identify suspicious patterns or anomalies;
Verification of the End Customer’s Virtual Currency address to ensure its validity and reduce the risk of funds being sent to an incorrect or fraudulent address;

Adherence to relevant AML and KYC regulations to mitigate the risk of prohibited or of illicit activities.

While You have the option to inform the End Customer that their payment has been accepted or sent before 40A officially deems the Order “fully confirmed”, You do so at Your own risk. 40A is not liable for Settling Orders that are not fully paid and complete, including those where You have prematurely acknowledged receipt or remittance of payment.

If You accept or remit a payment before it is fully confirmed and credited or debited from Your Account ledger, and 40A subsequently determines the payment to be fraudulent, invalid, or otherwise compromised, We are not obligated to settle the funds to You or the End Customer (as applicable).

Transaction Statuses

Your Account dashboard provides a comprehensive overview of Your Orders and their current status. You can track the progress of each Order using the following transaction statuses (this list is not exhaustive):

Settled : means the applicable Bitcoin balance related to the Order has been remitted to the Client’s Wallet (in the case of End Customer deposits), or paid by the Client to the End Customer’s wallet (in the case of End Customer withdrawals).
Pending: means the Order is awaiting payment or withdrawal from the End Customer, and is still available for such action until the expiry of the Execution Window.
Expired: The Order was initiated, but payment or withdrawal (as applicable) did not occur from the End Customer within the Execution Window.

Fees

Client Fees

Processing Fees

40A charges You a Processing Fee for each Order successfully Settled through Your Account. This Processing Fee is deducted from Your Account ledger balances (net Settlements). Ther applicable Processing Fee for each Order is listed on Your Dashboard.

calculated as a percentage of the Settlement amount.

Current pricing information is provided on the 40A Website.

End Customer Fees

Platform Fees

Virtual Currency payment transactions incur fees associated with each transaction (a “Platform Fees”). These Platform Fees are automatically created by the third party providers of Virtual Currency Wallets in order to broadcast a transaction on a given blockchain network. The End Customer may pay a Platform Fee in order to send Bitcoin from their Wallet in relation to an Order.