1. Introduction

1.1 About Muva

These Terms of Service (“Terms”) govern the relationship between Muva Networks Limited, a company incorporated under the Canada Business Corporations Act (CBCA), with registration number 1540680-3 and having its registered office at 48 Rookie Crescent, Ottawa, Ontario, Canada K2V 0R9, (“Muva”, “we”, “us”, or “our”), and each business that uses our Services (“you”, “your”, or the “Business”). Muva provides business-focused payment, settlement and related services, including support for cross-border settlements and foreign exchange, as described in these Terms and any applicable product descriptions (the “Services”).

1.2 Related Documents and Precedence

1.2.1 The following documents are incorporated into these Terms by reference:

1. Muva’s Privacy Notice as updated from time to time; and

2. any product-specific schedules, annexes or service descriptions that Muva explicitly designates as forming part of these Terms.

1.2.2 In the event of any conflict or inconsistency between these Terms and any separate written agreement signed between you and Muva that expressly states such agreement takes precedence over these Terms, that separate written agreement will prevail to the extent of the inconsistency.

1.2.3 Aside from the documents referred to in Clause 1.2.1 and any overriding written agreement under clause 1.2.2, these Terms constitute the entire agreement between you and Muva regarding the Services.

1.3 Nature of these Terms

These Terms form a legally binding contract between you and Muva. They apply to your access to and use of the Services, including where you interact with us and submit instructions via any Designated Channel we agree in writing. 

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES OR SUBMIT ANY INSTRUCTIONS TO MUVA.

2. Definitions 

In these Terms, the following expressions have the meanings set out below:

“Account” means the business profile or record Muva maintains for you after onboarding, including KYC/KYB information, authorised contacts, and transactional history.

“Applicable Law” means any law, regulation, directive, guideline, rule, order, notice or judgment of any government, regulator, court or competent authority that applies to Muva, you or any Transaction, in any relevant jurisdiction.

“Authorised User” means any individual whom you designate and Muva accepts as being authorised to communicate with, submit Exchange Orders or give other Instructions on your behalf via the Designated Channels or otherwise.

“Business”, “you” and “your” each mean the legal entity on whose behalf these Terms are accepted and which uses, or intends to use, the Services.

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business and, where relevant to a particular Transaction, in the primary financial centre for the currency involved.

“Designated Channels” means the communication channels agreed between you and Muva for the purposes of onboarding, submitting Exchange Orders, receiving quotes and confirmations, and handling operational matters, which may include specific email addresses, or other messaging tools identified and approved by Muva.

“Exchange Order” means any request or instruction from you or Muva, sent via a Designated Channel to buy, sell, convert, transfer or otherwise exchange one currency or asset for another through the Services.

“Fees” means all fees, charges, spreads, commissions or other amounts payable by you to Muva or vice versa in connection with the Services or any Transaction, including spreads, bank charges, and any third-party fees attributable to your transactions.

“Instruction” means any communication, request, Exchange Order, confirmation or other message relating to the Services that is given or purported to be given by you (including by any Authorised User) and received by Muva via a Designated Channel or other agreed method.

“Losses” means all losses, liabilities, damages, costs, claims, demands, fines, penalties and expenses (including reasonable legal and professional fees) of any kind.

“Sanctions” means any economic, trade or financial sanctions or embargoes administered, enacted or enforced by  Nigeria, UN, OFAC, UK, EU or any other relevant authority over Muva or the Business is subject. For clarity, a breach of Sanctions includes indirect or facilitated access to sanctioned jurisdictions or beneficiaries.

“Services” business-focused payment, settlement and related services, including support for cross-border settlements and foreign exchange, and includes any related features, tools and support that Muva makes available to you. 

“Settlement Account” means any bank account, wallet or other account nominated and accepted by either you or Muva for the purposes of funding Transactions or receiving settlement of Transactions.

“Transaction” means any individual deal, trade, payment, transfer or exchange that arises when an Exchange Order from you is accepted by Muva or vice versa, and becomes binding in accordance with these Terms.

“Digital Asset” means any digital representation of value that can be digitally traded, transferred or used for payment or investment purposes, including cryptocurrencies, stablecoins or tokenised assets, but excluding fiat currencies issued by a central bank.

“Terms” means this Terms of Service and all Schedules and documents incorporated by reference, as updated from time to time.

“Muva”, “we”, “us” and “our” each mean Muva Networks Limited.

“Party” means you or Muva.

3. Eligibility and Access

3.1 Business Clients Only

3.1 The Services are provided solely to businesses. Muva does not provide Services to consumers or to individuals acting in a personal or household capacity. By applying to use the Services or by accepting these Terms, you confirm that you are:

1. an incorporated company, partnership, sole proprietorship, registered business name, trust or other recognised business entity; and

2. using the Services strictly for commercial or business purposes.

Muva may request evidence of your legal status (such as incorporation documents, business registration certificates, tax identification or other official records) and may decline or suspend access if such evidence is not provided to its satisfaction.

3.2 Authority to Bind the Business

3.2.1 The person who accepts these Terms or interacts with Muva during onboarding represents and warrants that they:

1. are your employee, director, partner, owner or other authorised representative; and

2. have full power and authority to bind you and your affiliates to these Terms and to any Exchange Orders or Instructions submitted to Muva.

3.2.2 Muva is entitled to rely on any acceptance or instruction unless and until you notify Muva in writing that such authority has been revoked. Muva will act as soon as reasonably practicable after receiving revocation notice from you or your authorized representative. 

3.3 Territory and Jurisdictional Restrictions

3.3.1 Muva may, at its discretion, limit or restrict access to the Services based on your country of incorporation, place of business, or the jurisdictions involved in any Transaction.

3.3.2 Without limiting clause 3.3.1, we may refuse to onboard or may suspend or terminate the Services where:

1. you are incorporated in, operating from, or engaging in Transactions involving a country subject to Sanctions;

2. you are engaged in activities that are illegal under Applicable Laws;

3. you are involved in fraud, money laundering, terrorism financing, tax evasion or other financial crime;

4. you are subject to any Sanctions or appears on any relevant sanctions or watchlist; 

5. you operate in a sector that Muva considers to be outside its risk appetite or commercially unacceptable;

6. providing the Services would, in Muva’s reasonable opinion, expose Muva, its partners or service providers to regulatory, sanctions, tax or other material legal risk; or

7. Muva is unable to complete its onboarding, KYB or ongoing compliance checks on you to its satisfaction.

3.3.2 You must notify Muva promptly if:

1. you becomes subject to any investigation, enforcement action or Sanctions by any authority; or

2. there is any material change in its ownership, control, line of business or risk profile that could reasonably affect Muva’s provision of the Services.

4. Onboarding, KYB, and Account Activation

4.1 Initial Contact

You may request access to the Services through Muva’s official channels. Muva may, at its discretion, decline any onboarding request, including where information is incomplete, fraudulent, or outside its risk appetite.

4.2 KYB and Information Submission

You must complete Muva’s Know Your Business (KYB) and due diligence process, including submitting information via Muva’s designated provider. You must provide all requested documents and information, including incorporation details, ownership, key personnel identification, business activity, expected transaction volumes, and any other information required by law or Muva policy. All information provided must be true, accurate, and updated promptly if it changes.

4.3 Review and Approval

Muva will review submitted information and may conduct additional checks through third parties. Approval or pre-approval is conditional and does not guarantee acceptance of any Exchange Orders. Muva may decline or withdraw approval at its discretion, subject to applicable law.

4.4 Account Activation

Your Account becomes active only when:

1. Muva completes KYB and due diligence;

2. Your authorised representative accepts these Terms; and

3. Muva confirms approval via a Designated Channel.

Following activation, operational communications will occur through designated channels. Only Authorised Users may access these channels, and Muva must be notified of any personnel or contact changes. Exchange Orders submitted prior to activation may be rejected.

4.5 Ongoing Review

Muva may conduct additional KYB or due diligence checks at any time. You must provide requested information promptly. Failure to do so may result in suspension, restriction, or termination of Services.

5. The Services We Offer

5.1 Nature of the Services

5.1.1 Muva provides payment and settlement services to support domestic and cross-border transfers, foreign exchange, and related operations (“Services”). Services may include:

1. Receiving funds in one currency or payment rail and settling agreed amounts in another;

2. Executing currency exchanges in connection with settlements; and

3. Providing operational support such as deal confirmations, settlement reports, and basic reconciliation.

5.1.2 Availability of specific features, corridors, currencies, rails, or limits depends on Muva’s risk assessment, commercial arrangements, and applicable law. No particular service is guaranteed.

5.2 Scope and Limitations

Muva is not a bank, deposit-taking institution, investment firm, collective investment scheme, or securities dealer. Funds handled are applied solely for transaction settlements and related fees, including consultancy fees. Muva may set and update minimum/maximum deal sizes, volume caps, corridor rules, cut-off times, and other operational parameters.

5.3 Service Availability and Changes

Muva will use reasonable efforts to maintain service availability but does not guarantee uninterrupted or error-free operation. Muva may modify, suspend, or discontinue Services at any time without prior notice, except as required by law. Where materially impacted, reasonable efforts will be made to notify you via a Designated Channel.

5.4 Third-Party Providers

Services may involve banks, payment providers, liquidity providers, technology vendors, and other third parties, which are subject to their own rules and processing times. Neither party is liable for failures or delays caused by third-party systems or networks, provided each has acted with reasonable care in accordance with these Terms.

6. Designated Channels and Instructions

6.1 Designated Channels

Upon completion of onboarding, Muva will establish one or more Designated Channels for communications. Muva is not obliged to act on messages sent via non-Designated Channels. If Muva, acting in good faith, acts on an Instruction received via a non-Designated Channel, you remain fully responsible for that Instruction.

6.2 Authorised Users and Contacts

You must provide a list of Authorised Users and ensure that only they have access to Designated Channels. Internal access rights must be properly managed. Muva may rely on any Instruction received from an Authorised User via a Designated Channel. Muva is not liable for any Losses unless notified in writing that the person is no longer authorised.

6.3 Instructions and Binding Effect

6.3.1 Instructions sent through Designated Channels, including Exchange Orders, clarifications, confirmations, or cancellations, are binding on you. Informal messages (e.g., via authorized instant-messaging tools) may create binding obligations if they meet the requirements of an Instruction under these Terms.

6.3.2 Muva may, at its discretion, seek additional confirmation for unusual or inconsistent Instructions.

6.3.3 Muva’s records of Instructions and communications via Designated Channels constitute prima facie evidence of their contents and authenticity.

7. Exchange Orders and Transaction Formation

7.1 Exchange Order Requirements

7.1.1 Transactions may only be initiated via Exchange Orders by Authorised Users.

7.1.2 Each Exchange Order must specify: asset type, buy/sell direction, amount, proposed rate, settlement account/wallet, and preferred settlement date or window.

7.1.3 Both parties must ensure Orders are complete and unambiguous. Muva or you may decline unclear or incomplete Orders, providing notice as soon as reasonably practicable.

7.2 Submission of Exchange Orders

7.2.1 Orders must be submitted via Designated Channels unless otherwise agreed.

7.2.2 Orders to Muva must meet the minimum trade value (USD 10,000) and be received before 5:00 p.m. WAT; late or below-threshold Orders may be deferred or rejected.

7.2.3 Muva’s system records are definitive for timestamping; you may rely on your records for Orders from Muva, except in cases of manifest discrepancy.

7.2.4 Receiving parties must review Orders within two (2) hours. Either party may reject or delay execution for verification or compliance purposes.

7.3 Binding Transactions

7.3.1 An Exchange Order becomes a binding Transaction upon written acceptance, subject to Muva’s rights to delay or refuse execution for compliance, sanctions, or risk reasons.

7.3.2 Transactions may not be amended or cancelled unless mutually agreed, with compensation for any resulting Losses.

7.3.3 Electronic communications and recorded Exchange Orders of both Parties constitute conclusive evidence of the Transaction, except in cases of manifest error.

7.4 Errors and Misquotes

7.4.1 Each party is responsible for the accuracy of its instructions. Obvious errors or misquotes must be promptly reported by the party who identifies them.

7.4.2 Parties may mutually agree to cancel or amend an affected Order or Transaction to reflect fair market conditions, considering liquidity and hedging actions.

7.4.3 If no agreement is reached, either party may cancel, taking reasonable steps to mitigate Losses. Net Losses arising from the originating party’s error will be borne by that party.

7.5 Time Zones and Business Days

7.5.1 Times referenced in Orders and settlements are Lagos, Nigeria local time unless specified otherwise.

7.5.2 For multi-jurisdiction or multi-currency Transactions, Business Day conventions may follow relevant market calendars, with adjusted settlement dates communicated to you.

8. Funding, Settlement, and Delivery

8.1 Funding Obligations

8.1.1 Unless agreed otherwise, you must pre-fund all Transactions on the same Business Day of the Exchange Order confirmation. Muva is not obliged to execute or settle any Transaction until full cleared funds are received.

8.1.2 If funds are insufficient, Muva may require the shortfall of the sum or adjust the Transaction size to fit the deficit accordingly.

8.2 Proof of Payment

8.2.1 You must provide proof of payment, such as SWIFT MT103, bank slip, or blockchain transaction ID. Failure to do so may delay settlement. Proof of payment alone does not constitute funding; funds are considered received only when fully cleared.

8.2.2 False, incorrect, or misleading proof of payments may constitute a material breach, permitting Muva to suspend or terminate Services.

8.2.3 KYC documentation for third-party remitters must be provided upon request, which may affect settlement timing.

8.3 Settlement to You or Beneficiaries

8.3.1 Settlement occurs once Muva verifies receipt of full cleared funds and completes compliance checks, typically within two Business Days or as otherwise agreed, to your account or an approved beneficiary account.

8.3.2 You are responsible for the accuracy of all beneficiary details. Muva will rely on these details and is not liable for Losses from errors.

8.3.3 If fully cleared funds are not received within the agreed timeframe, Muva may defer or cancel the Transaction after providing a reasonable opportunity to resolve the issue.

8.4 Right to Withhold, Delay, or Block Settlement

8.4.1 Muva may withhold or block settlement if:

1. Cleared funds are not received;

2. Fraud, financial crime, sanctions evasion, or legal risk is suspected;

3. Required KYB/KYC or transaction documentation is missing;

4. Instructions from competent authorities require funds to be held; or

5. Processing would expose Muva or its partners to unacceptable risk.

8.4.2 Where lawful, Muva will inform you of any withholding or delay and may request additional documentation. Muva is not liable for Losses arising from good-faith actions under this clause.

8.5 Returned, Recalled, or Failed Payments

8.5.1 Returned or rejected payments will be notified, and funds credited less fees, charges, or Losses incurred.

8.5.2 You are responsible for fees, FX differences, or costs arising from incorrect beneficiary details, undisclosed bank requirements, or recalls initiated by you or the beneficiary. Muva may require prompt payment of such amounts or deduct them from other funds or future settlements.

8.5.3 Transaction cancellations, reversals, or delays due to your failure to provide documentation, confirmation, or settlement funds are at your cost, including bank charges, FX losses, and third-party fees. Muva will provide a written summary of such reversal costs with supporting evidence. Undisputed amounts must be paid within three (3) Business Days.

8.6 Overpayments and Set-Off

8.6.1 Verified overpayments must be refunded within five Business Days. 

8.6.2 Refunds must be in the same currency or asset class unless otherwise agreed. Refunds may not be netted against future Transactions or obligations without mutual written agreement.

9. Foreign Exchange Rates

9.1 Muva may provide an FX rate in response to your Exchange Order. Rates include any FX spread unless stated otherwise and reflect market conditions, Muva’s costs, and risk. Rates may fluctuate, and the rate quoted at one time may not be available later.

9.2 Once an Exchange Order is accepted, the FX rate is fixed for that Transaction, subject to funding requirements, compliance, and risk checks.

9.3 Fees are generally exclusive of taxes unless stated otherwise. You are responsible for all applicable taxes, levies, or duties arising from your use of the Services or Transactions, except for taxes on Muva’s own income.

9.4 Muva may withhold or deduct amounts as required by law, regulators, banks, or payment providers and will provide notice and evidence where possible.

9.5 Any third-party fees directly linked to your Transaction (e.g., recalls, compliance investigations, or returns) arising from your actions, such as incorrect beneficiary details, must be reimbursed by you.

10. Compliance, AML/CFT, and Sanctions

You must comply with all Applicable Laws, including anti-money laundering (AML), counter-financing of terrorism (CFT); sanctions, fraud, and tax laws; and ensure your clients and counterparties do the same. The Services must not be used for unlawful or sanctionable activities.

10.1 Muva’s Obligations

Muva is legally required to conduct onboarding (KYB), ongoing monitoring, and transaction reviews. This may include verifying your identity, ownership, and controllers; screening against sanctions and watchlists; and monitoring Transactions for unusual or suspicious activity. Failure to provide required information may result in delayed, refused, limited, suspended, or terminated access to the Services.

10.2 Monitoring and Reviews

Muva may conduct enhanced due diligence or freeze, delay, block, or return funds if a Transaction is suspected to breach law or sanctions, involve fraud, or lacks sufficient information. Muva is not liable for Losses incurred when acting in good faith to comply with legal or regulatory obligations.

10.3 Reporting to Authorities

Muva may be required to report or share information with regulators or law enforcement regarding suspected financial crime or sanctions breaches. Both parties agree to cooperate reasonably and in good faith. If Muva determines it cannot safely or lawfully continue providing Services, it may suspend or terminate service.

11. Permitted Use and Restrictions

11.1 Permitted Use

You may use the Services only for legitimate business purposes, in compliance with these Terms and all Applicable Laws. You are responsible for the actions of your staff, contractors, and Authorized Users.

11.2 Prohibited Use

You must not use the Services, directly or indirectly, for the following:

1. Illegal activities under Applicable Law;

2. Fraud, scams, money laundering, terrorism financing, or tax evasion;

3. Transactions breaching sanctions or designed to conceal fund origin or destination;

4. Payments for illegal goods or services; or

5. Any activity Muva reasonably considers abusive, harmful, or outside the intended scope of the Services.

You must not attempt to bypass onboarding, monitoring, or risk controls, disguise parties to a Transaction, or use multiple entities/accounts to evade rules or limits.

11.3 Restricted and High-Risk Activities

Certain sectors or activities (e.g., gambling, crypto-related services, NGOs, cross-border cash-intensive businesses) may be deemed high-risk. Muva may require additional documentation, enhanced due diligence, or explicit approval, and may refuse or cease Services for use cases deemed too risky, even if not illegal.

11.4 Consequences of Misuse

Muva may reject, delay, limit, suspend, or terminate Services for misuse or breach of this Clause 11, and may report to banks, partners, regulators, or law enforcement as permitted by law. You are responsible for any Losses Muva incurred directly from your misuse or breach, including fines, penalties, or costs imposed by third parties.

12. Confidentiality and Data

12.1 In providing the Services, Muva may process personal data of your owners, directors, authorized users, beneficiaries, and related individuals. Use of personal data is governed by our Privacy Notice, which forms part of these Terms. By using the Services, you confirm you have read and understood the Privacy Notice.

12.2 Both parties shall keep all business, technical, and transaction information confidential, except as required by law or regulatory authority. In such cases, the disclosing party shall, where possible, notify the other.

13. Suspension, Default, and Force Majeure

13.1 A default occurs if either party fails to perform any material obligation under these Terms, including funding, settlement, or provision of required documentation.

13.2 On default, the non-defaulting party may: cancel or unwind Transactions; withhold settlements; recover direct and reasonable losses; or suspend or terminate access if the default is not remedied within a reasonable period.

13.3 Repeated or material defaults may result in immediate termination upon notice, without affecting accrued rights or surviving obligations.

13.4 Neither party is liable for failure to perform due to events beyond its control, including system failures, regulatory restrictions, or network disruptions. Either party may terminate if such events persist for more than 30 days.

14. Limitation of Liability

14.1 Neither party (nor their affiliates) is liable for losses under these Terms except for those arising directly from fraud, wilful misconduct, or gross negligence.

14.2 Total aggregate liability for both Parties is capped at the total fees (excluding administrative charges) paid by you to Muva in the 12 months preceding the event giving rise to the claim.

14.3 Muva is not liable for losses arising from: breaches of operational or risk procedures, Force Majeure, blockchain or network issues, regulatory compliance actions, unauthorised access, service interruptions, or third-party failures, provided Muva acts reasonably.

14.4 Except for fraud, wilful misconduct, or gross negligence, neither party is liable for indirect, consequential, punitive, or speculative losses, including loss of profit, revenue, goodwill, or anticipated savings.

15. Disclaimers and Risk

15.1 Operational and Counterparty Risk

Payments and settlements rely on banks, payment systems, intermediaries, messaging platforms, and other third parties beyond Muva’s control. Transactions may be delayed, blocked, reversed, or lost due to third-party issues or regulatory requirements. Muva will act reasonably to assist in resolving such issues but is not liable for Losses caused by third parties where it has exercised reasonable care.

15.2 No Advice

Any information, rate indications, examples, or explanations provided by Muva are for general information only and do not constitute investment, trading, legal, tax, or accounting advice. You are solely responsible for assessing the appropriateness of the Services and Transactions and for obtaining independent professional advice where necessary.

15.3 Market Risk and Volatility

Transactions involving foreign currencies or Digital Assets carry market risk. Once an Exchange Order is accepted, you are responsible for the economic outcome, including gains or losses due to market movements. Muva is not liable for losses resulting from FX rate changes, asset price movements, funding delays, or your decision-making regarding Transactions.

16. Termination

16.1 Termination by You

You may terminate these Terms and your use of the Services by providing 30 days’ written notice. Termination does not cancel or unwind Transactions already accepted, nor remove your obligation to pay fees or amounts due. Muva may continue processing transactions already in progress where lawful and practical.

16.2 Termination by Muva

16.2.1 Muva may terminate:

1. For convenience, with 30 days’ written notice; or

2. Immediately, on default of these Terms or if continued provision creates unacceptable legal, regulatory, or operational risk.

Where possible, Muva will notify you and provide broad reasons, without breaching legal, regulatory, or confidentiality obligations.

16.3 Effect of Termination

16.3.1 Upon termination:

1. You must stop using the Services and Muva will stop accepting new Exchange Orders;

2. Both parties must honour Transactions agreed before termination unless mutually agreed otherwise;

3. All Fees and amounts due must be promptly paid;

4. Any close-out or unwinding of Transactions will be conducted in good faith, with costs borne by the requesting party;

5. Funds may be held or returned subject to compliance or legal requirements, and records retained as required by law or internal policy;

   
   

16.4 Termination does not affect accrued rights or remedies of either party.

17. Indemnification

17.1 Each Party shall indemnify and hold harmless the other Party and its affiliates from all direct losses, liabilities, and reasonable costs (including legal and professional fees) arising from:

(a) any material breach of this Agreement or related transaction documents;

(b) any breach of the warranties or representations in Clause 18;

(c) any third-party claim of intellectual property infringement caused by the indemnifying Party’s acts or misuse of the Services; or

(d) any breach of Applicable Law by the indemnifying Party that results in the other Party being placed in breach of law or regulation.

17.2 This indemnity does not apply to the extent any loss arises from the indemnified Party’s own negligence, wilful misconduct, or breach of this Agreement.

18. Representations & Warranties

18.1 Each Party represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform this Agreement; (c) its execution and performance of this Agreement do not breach any law, regulation, or existing obligation; (d) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; (e) all funds or digital assets used in any Transaction are lawfully acquired and not derived from or connected to any unlawful or sanctioned activity; (f) all information and documents provided for KYC/KYB or onboarding are true, complete, and current; and (g) neither it nor any of its owners, directors, or affiliates appears on any applicable sanctions list.

18.2 These warranties are deemed repeated on the date of each Transaction and shall survive termination of this Agreement.

19. Dispute Resolution

19.1 Any dispute arising under these Terms shall first be addressed in good-faith negotiations between authorised representatives of the Parties.

19.2 If unresolved after fourteen (14) days, the dispute shall be referred to mediation administered by a mediation institution selected by Muva, subject to your prior written consent. You shall have seven (7) days from Muva’s notice to accept the selection or raise a valid objection. If you object and no agreement is reached within ten (10) days, a mediator shall be appointed by a neutral third-party body. Failure to respond or to raise a valid objection within seven (7) days constitutes acceptance. Mediation may occur online or in person and shall be conducted in English.

19.3 If mediation does not resolve the dispute, either Party may refer the matter to binding arbitration conducted remotely. Arbitration shall be in English, administered by an ADR provider jointly selected by the Parties, and the arbitral award shall be final, binding, and enforceable in any competent court.

19.4 Any dispute not subject to arbitration, or where arbitration is not elected, shall be submitted to the courts of competent jurisdiction in Ontario, Canada.

19.5 All dispute-resolution proceedings, including negotiations, mediation, arbitration, and related communications, shall remain confidential except where disclosure is required by law or necessary to enforce an arbitral award.

20. Changes to the Services and These Terms

We continually improve the Muva Services, and may from time to time add, modify, or remove features; adjust supported corridors, currencies, or payment rails; or amend limits, cut-off times, and other operational rules.

We may also update these Terms periodically. We will notify you of any material changes through a Designated Channel and/or by providing a link to the updated Terms or a summary of key amendments. Unless otherwise stated in the notice, changes will take effect fifteen (15) days after notification. For urgent changes required by law, regulation, a court, a regulator, or a banking/payment partner, a shorter effective date may apply.

Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must discontinue use of the Services and may terminate these Terms under Clause 16.1 before the changes take effect. Any Transaction agreed prior to the effective date will remain governed by the version of the Terms then in force, unless earlier application of the updated Terms is required by law or regulation.

21. Notices and Communication

21.1 How We Communicate With You

Operational communications (such as Exchange Orders, funding, settlement, and day-to-day queries) will be sent through the agreed Designated Channels. Formal notices under these Terms (including changes to the Terms, suspension, termination, or legal notices) may be sent by:

1. email to your most recent business email address provided for legal or account notices; and/or

2. any other method expressly agreed with you for formal communications.

You agree that electronic communications (including email and messages sent via Designated Channels) have the same effect as communications sent by post, unless a specific law requires otherwise.

You are responsible for ensuring that all contact details (including email addresses and designated phone numbers for Authorised Users) are accurate and kept up to date. You must notify us promptly through a Designated Channel or another method we specify if your contact details change. We are not responsible for any missed notices resulting from your failure to update or monitor the Designated Channels.

21.2 How You Communicate With Us

You may send formal notices to us by:

1. email to info@muvanetworks.com or any other address we specify for notices; or

2. any other method we expressly confirm in writing as acceptable.

Operational and routine communications (including those relating to Transactions, onboarding, or support) should be sent through the Designated Channels unless we specify otherwise.

22. Miscellaneous

22.1 These Terms constitute the entire agreement between you and Muva and supersede all prior discussions, negotiations, or understandings relating to their subject matter.

22.2 Muva may assign or transfer its rights or obligations under these Terms to any affiliate by providing notice to you. You may not assign or transfer your rights or obligations without Muva’s prior written consent.

22.3 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

22.4 Any delay or failure by either party to exercise a right or remedy under these Terms does not constitute a waiver. A waiver is only effective if expressly made in writing.

22.5 These Terms do not confer any rights or benefits on any third party, and no third party may enforce any provision of these Terms.

22.6 These Terms may be executed or accepted electronically, including via digital signatures or electronic onboarding tools (such as Sumsub), and such execution will be legally binding as if signed in hard copy.

22.7 In the event that any provision in the Terms of Use contradicts the provisions in these Terms of Service, the Terms of Service shall prevail.

22.8 These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.