Terms of Service
Version 1.0 — Effective 23 June 2026
About Compose Finance and these Terms of Service
1.1. These legal terms of service and any other documents referred to herein, form the agreement (together, the "Terms") between you and Compose Finance Ltd., a company incorporated pursuant to the laws of British Columbia, Canada with incorporation number BC1578019 and registered office at 2nd Floor, Suite 201, 343 Railway St, Vancouver, BC V6A 1A4 ("Compose Finance", “we”, or “us”) and by accepting these Terms you agree to be legally bound by them. Compose Finance is registered as a money services business with FINTRAC in Canada.
1.2. At Compose Finance, we are building the infrastructure that makes stablecoins and stablecoin-powered applications accessible to everyone. Stablecoins are a distinct category of cryptographic digital asset designed to maintain a stable value redeemable for government-issued currency ("Stablecoins"). These terms cover your use of the software, systems, and services we provide, including the purchase and sale of Stablecoins to or from us. Compose Finance operates the software solution and associated systems that make these services possible (the "Platform").
1.3. You may access the Platform (i) directly from Compose Finance via the Compose Finance web-based dashboard (the "Compose App") or (ii) via your platform partner (the "Partner"). Partners offer their customers the ability to buy, sell, and interact with Stablecoins through their own website or mobile application. To do so, Partners integrate their platforms and services (the "Partner Services") with the Platform and may brand the Services with their own name and logo. Partners operate their platforms pursuant to a separate agreement with their users that is independent of the Terms ("Partner Terms").
1.4. If you are accessing the Services on behalf of a business for purposes relating to your trade, business, craft or profession, you are acting in the course of a business (a “Business User”) and the Terms apply to you and to the business. If you are accessing the Services wholly or mainly outside of your trade, business, craft or profession, you are acting as a consumer (a “Consumer”).
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. SECTION 14 EXPLAINS THESE WAIVERS AND HOW TO OPT OUT.
IMPORTANT: You agree to receive all communications from us electronically. This means you generally cannot reach us about the Compose Services by phone or regular mail. See Section 13 for details.
Services
2.1. The “Compose Services” consist of:
2.1.1. “On-ramp Services” — buying Stablecoins from us using government-issued currency (“Fiat Currency”) you send from your own bank account (“Connected Account”), with the purchased assets delivered to your designated blockchain address compatible with the public Ethereum blockchain or any other blockchain supported by us, as notified to you by us from time to time, that is solely owned and controlled by you (“Crypto Wallet”). To place an on-ramp order, you tell us (i) the Stablecoin you want to buy, (ii) the amount and type of Fiat Currency you will send, (iii) the Connected Account you will send it from, (iv) the destination Crypto Wallet, and (v) any compliance information we request. We may then provide payment instructions and submit a transaction offer. After we receive your cleared funds and confirm that our compliance checks have passed, the order becomes an accepted order and we deliver the agreed Stablecoins — equal to what your funds buy at the applicable exchange rate, less fees — to your Crypto Wallet. You must send the exact amount from the correct account using the payment instructions we provide; sending the wrong amount, from the wrong account, or to the wrong destination may cause the order to be cancelled, and we are not liable for losses arising from your doing so. You agree not to initiate chargebacks or reverse funds once sent; if you do, we may charge a reasonable administrative fee, set it off against amounts we owe you, and suspend your access while we investigate.
2.1.2. Off-ramp Services — selling Stablecoins to us in exchange for Fiat Currency, with the proceeds sent to your designated Connected Account. To place an off-ramp order, you tell us (i) the type and amount of Stablecoin you want to sell, (ii) the Fiat Currency you want in exchange, (iii) the Connected Account to receive the proceeds, and (iv) any compliance information we request. We may provide a deposit wallet address and submit a transaction offer. After we receive the assets and confirm compliance checks have passed, the order becomes an accepted order and we send the Fiat Currency proceeds — at the applicable exchange rate, less fees — to your Connected Account. If you send the wrong amount or type of asset, the order may be cancelled and the assets returned (less any blockchain gas fees), and we are not liable for losses from sending assets to the wrong address.
2.2 We provide the Compose Services on a non-advised basis and may use financial partners and third-party providers to perform parts of them. We may delay processing any transaction while we carry out compliance, verification, or settlement checks, and we are not responsible for such delays.
2.3. Where you access the Compose Services via a Partner, either the Partner or your chosen third-party supplier provides you with services which allow you to create, access and use a Crypto Wallet. Where you access the Platform directly, you may create, access and use a self-custodial Crypto Wallet via the Compose App interface.
2.4. Unsupported assets sent to us may be permanently lost, and we have no responsibility or liability for them. We may add or remove supported Stablecoins at any time; if we delist an asset while an order is in process, we will reverse the order and return your funds to your Connected Account or Crypto Wallet, as applicable.
2.5. Your Connected Account and Crypto Wallet must be under your sole ownership and control (except where we expressly permit a third party in advance, subject to our requirements). We may ask for information about the provider of your Connected Account or Crypto Wallet, and we may suspend, delay, or block orders if we suspect you do not own or control them.
2.6. As part of our compliance program, we monitor use of your Connected Account and Crypto Wallet and review your personal data on an ongoing basis to prevent financial crime. You authorize us to share your personal data and order information with our financial partners and with the providers of your Connected Account and Crypto Wallet (if applicable), and you acknowledge that payment-network operators may use and disclose transaction data for fraud-prevention and compliance purposes as required by their operating rules.
Eligibility and onboarding
3.1. You will only be able to access the Compose Services via the Compose App or the Partner Services. To receive the Compose Services, you must: (a) be at least 18 years old, or the age of majority where you live, whichever is higher; (b) have the legal capacity to enter into this agreement; (c) not be a Sanctioned Target (see Section 11); and (d) successfully complete our onboarding and identity-verification checks. If you open an account for a Business User, you confirm you are authorized to do so, and that you are an officer of, or otherwise permitted to make important decisions for, that business. Business Users may use the Platform only for commercial purposes; Consumers may use them only for personal, consumer, or household purposes.
3.2. We cannot provide the Compose Services where we or our financial partners do not operate, or where doing so would breach applicable law ("Restricted Locations"). We can change the list of Restricted Locations at any time without notice.
3.3. To comply with applicable law — including anti-money-laundering and counter-terrorist-financing obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and any other applicable laws — we require you to complete onboarding and "know your customer" checks before, and at any time after, we provide the Compose Services ("Onboarding Checks"). We will not provide the Compose Services until you have passed these checks to our satisfaction, which is determined in our sole discretion. We may request additional information from you at any time, and you must provide it promptly and in a format we accept. The information you give us must always be accurate, complete, and up to date.
3.4. You may access the Compose Services using the credentials you generate with us (“Compose Account”), or the username and password associated with your Partner Services (“Partner Account”), as applicable (together, the "Login Credentials"). You must keep your Login Credentials secure and not share them. We are entitled to treat any instruction received through your Partner Account as coming from you. We are not responsible, and you will not hold us responsible, for any unauthorized access to or use of your Login Credentials, your Partner Account, or your Compose account. You are responsible for monitoring your account for unauthorized or suspicious activity.
3.5. We will treat any unauthorized access or activity as potentially fraudulent. If you suspect or become aware of any unauthorized access or potentially fraudulent activity, you must notify us (or your Partner) within 24 hours and in writing. We may then restrict access to your account, suspend pending orders, require you to reset your Login Credentials, and take any other reasonable protective steps. You must also (a) promptly report the activity to the relevant authorities; (b) cooperate fully with those authorities and with us in any investigation; and (c) provide any reports, affidavits, or other information we reasonably request.
Orders
4.1. Orders are not binding on us until they become accepted orders. To the maximum extent the law allows, you may not cancel, reverse, or dispute an accepted order — including one entered into because of an error by you or your Partner.
4.2 You may cancel an order any time before it becomes an accepted order, through the Compose App or your Partner.
4.3 An order becomes an accepted order once we have received your cleared funds or assets (as applicable) and confirmed that the relevant compliance checks have passed. Each accepted order is a separate contract governed by these terms.
4.4 You are solely responsible for reviewing each transaction offer for accuracy. If a transaction offer is wrong, you must tell us within 24 hours of receiving it. To the extent the law allows, you waive any right to dispute transactions carried out under an accepted order, and we are not liable for losses arising from your own errors.
4.5 We may decline to send a transaction offer, or cancel any order, for any reason — including if it was placed during downtime, breaches these terms, or may breach applicable law.
4.6 You may not place orders on behalf of a third party. Each time you place an order, you confirm that you own the funds or assets involved and that they are not the proceeds of criminal or fraudulent activity. We may limit the size and frequency of your orders at any time, and we maintain records of all accepted orders as required by law.
4.7 If an order or accepted order is cancelled, we accept no liability for the cancellation and may charge administrative and blockchain gas fees, setting them off against any amounts owed to you. Anything remaining will be returned to you as soon as reasonably practicable.
Blockchain Control, Forks, and Risks
5.1. We do not operate, own, or control any blockchain. We are not responsible for the operation, security, or availability of any blockchain, and we do not control the software code of any Stablecoin we support. You purchase Stablecoins at your own risk.
5.2. Blockchains can change suddenly, and third parties may create copies that split a blockchain ("Forks"), producing more than one version of a blockchain or asset. Forks can materially affect the value and function of your assets. We may suspend orders during a Fork while we assess its effects. We may choose not to support forked blockchains and you have no claim to forked assets on a network we do not support.
5.3. There are significant risks in buying and selling Stablecoins, including, but not limited to:
5.3.1. Stability and peg risk. A Stablecoin is designed to track the value of a government-issued currency, but it may fail to do so. Its value depends on its issuer, the issuer’s reserves and redemption arrangements, and market conditions, none of which we control or guarantee. A Stablecoin may “de-peg” and trade below its intended value, temporarily or permanently.
5.3.2. Total loss and volatility. The value of Stablecoins and other crypto assets can fall as well as rise, and you may lose some or all of the value involved. We do not guarantee any value, return, or redemption.
5.3.3. Irreversibility. Blockchain transactions are generally final and cannot be reversed. If you send assets to the wrong address, send the wrong amount or asset type, or lose access to your Crypto Wallet, the assets may be permanently and irrecoverably lost. We cannot recover them for you.
5.3.4. Technology and cybersecurity risk. The Compose Services rely on software, blockchains, and third-party systems that may contain bugs, vulnerabilities, or smart-contract defects, and may be subject to hacking, theft, or loss of private keys. These events can result in loss of assets.
5.3.5. Network, fork, and settlement risk. Blockchains may experience congestion, delays, outages, or Forks that affect the value, availability, or function of your assets and the timing of settlement. We do not operate or control any blockchain.
5.3.6. Regulatory and legal risk. The legal and regulatory treatment of stablecoins and crypto assets is evolving and varies by jurisdiction (including under the EU Markets in Crypto-Assets Regulation). Changes in law or regulation, or regulatory action, may restrict, suspend, or change the Compose Services or your ability to use them, in some cases without notice.
5.3.7. Liquidity and availability. We may be unable to execute an order, or may suspend, delay, limit, or delist a Stablecoin, because of market conditions, lack of liquidity, peg deviation, compliance requirements, or operational issues.
5.3.8. Counterparty and custody risk. The Compose Services rely on financial partners and other third parties to hold funds, provide accounts, and settle transactions. Stablecoins and funds are not bank deposits, are not insured by any deposit-insurance or investor-compensation scheme, and may be at risk if a counterparty fails.
5.3.9. No advice; taxes. We provide the Compose Services on a non-advised basis and give no investment, tax, legal, or accounting advice. You are responsible for determining and meeting your own tax obligations arising from your use of the Compose Services.
5.4. By using the Compose Services, you confirm that you have read, understood, and accepted the risks described above.
Fees
6.1. The fees and exchange rate applicable to each accepted order are shown to you before you commit, through the Compose App or your Partner. A single fee rate, inclusive of all applicable fees (including blockchain gas fees where relevant) (“Fee”), applies and is payable when the accepted order is entered into. Fees are charged in the currency specified in the accepted order.
6.2 You are also responsible for all costs of chargebacks and any costs or liabilities imposed on us as a result of your orders. We may, at any time and without notice, set off any amount you owe us against any amount we owe you.
6.3 The prices we provide are for your own trading under these Terms only; you may not disclose or use them for any other purpose.
Account Suspension and Termination
7.1. You may close your Compose account at any time by written notice to [email protected], unless we, a financial partner, or your Partner suspect you are closing it to avoid the law, law enforcement, or an investigation. We will complete active orders before closing your account.
7.2 Without limiting our other rights, we may suspend or terminate your account and/or the Compose Services, reject transactions, or freeze funds held by our financial partners — with or without notice — if, among other things: (a) we suspect you have breached these Terms, our compliance program, or any law; (b) we are required to do so by law, a regulator, court, financial partner, or third-party provider; (c) we or a financial partner suspect suspicious or unauthorized activity; (d) your Partner Account is suspended, terminated, or you lose access to it; (e) you no longer reside where we are authorized to operate; (f) you fail to maintain at least one Connected Account and Crypto Wallet; (g) your Compose account is inactive for more than 12 months; (h) a Fork, market disruption, lack of liquidity, or peg deviation occurs; or (i) continuing to provide the Compose Services would put us in breach of applicable law. We may also terminate on 30 days' notice for any reason.
7.3 On termination, all licences end, you must immediately stop using the Compose Services and pay any amounts due, and the provisions that by their nature should survive (including those on fees, disputes, liability, indemnity, and our record-keeping obligations) will continue.
Your Obligations and Acceptable Use
8.1 You will not: (a) transmit any virus or any unlawful, harmful, infringing, or offensive material through the Compose Services; (b) copy, modify, reverse-engineer, or create derivative works from the Compose Services or software; (c) build a competing product; (d) conduct security testing without our written consent; (e) use the Compose Services to provide services to third parties or help third parties access them; or (f) use the Compose Services in connection with any prohibited activity, including unlawful or abusive activity, fraud, unlawful gambling, intellectual-property infringement, drugs, adult content, money services, or any business we believe poses elevated financial, legal, or reputational risk.
8.2 You will cooperate with us, give us the information we need, comply with all applicable laws, and maintain the internet access and devices needed to use the Compose Services. We may audit your compliance by lawful technical means. If you are a Business User, you will indemnify us against losses arising from your breach of these terms.
Intellectual Property and Feedback
9.1 We and our licensors own all intellectual property in the Compose Services, the Compose App, our materials, and our software. We grant you a limited, non-exclusive, non-transferable, revocable licence to use them while you use the Compose Services. You may download or print our materials for personal, non-commercial use only.
9.2 If you give us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose, provided we do not identify you as the source. We are not obliged to act on any feedback.
Disclaimers, Limitation of Liability, and Indemnity
10.1. The Compose Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability and fitness for a particular purpose, and we do not warrant that the Compose Services will be uninterrupted, error-free, timely, or secure. We provide the Compose Services on a non-advised basis and give no investment, tax, legal, or other professional advice; you are solely responsible for your own decisions and for any tax reporting.
10.2 Nothing in these terms limits our liability for death or personal injury caused by our negligence, for our fraud or fraudulent misrepresentation, or for anything that cannot lawfully be excluded.
10.3 Subject to Section 10.2:
- if you are a Business User, we are not liable for any loss of profits, revenue, business, goodwill, or anticipated savings, or any indirect or consequential loss; and
- if you are a Consumer, we are responsible only for foreseeable loss or damage caused by our intentional breach or gross negligence, and not for unforeseeable loss.
10.4 In no event are we liable for loss of data; for losses caused by technical failures, blockchain malfunctions, network delays, or third-party disruptions; or for losses from hacks or unauthorized access resulting from third-party breaches or your own actions.
10.5 To the maximum extent permitted by law, our total liability arising out of or in connection with these Terms in any given year will not exceed the greater of (i) CA$1000 and (ii) the total Fees you paid us in that year.
10.6 You agree to reimburse us (on an indemnity basis if you are a Business User) for any losses, costs, and liabilities we incur as a result of your breach of these Terms or in connection with any third-party claim, except to the extent caused by our own breach. This indemnity survives termination.
Financial Crime and Sanctions Compliance
11.1 We must comply with applicable sanctions and anti-money-laundering laws, including in Canada, and any jurisdiction where we operate. You confirm, on an ongoing basis, that you are not, and are not acting for, a "Sanctioned Target" — meaning any person or entity designated on Canadian, U.S. (OFAC), UN, EU, or UK sanctions or denied-party lists, or located in or controlled by any country sanctioned by Canada, the United States, United Nations, United Kingdom or the European Union and its Member States ("Sanctioned Country"). You will not use the Compose Services for the benefit of any Sanctioned Target or Sanctioned Country, and you will comply with all applicable anti-bribery laws, including the Corruption of Foreign Public Officials Act (Canada).
11.2 We may refuse, cancel, reverse, clawback, freeze, or seize any transaction or funds — even after funds have moved — in response to a legal order, or where we suspect money laundering, terrorist financing, fraud, a prohibited activity, or any other financial crime. We are not liable for losses resulting from our good-faith efforts to comply with the law.
User Data
Any data or materials you send us through the Compose Services (other than your personal data, which is governed by our Privacy Notice) are treated as non-confidential, and we may use them for any purpose, including developing and marketing our products.
Electronic Communications and E-Sign Consent
13.1 You agree to receive all notices and communications electronically, through the Compose App, your Partner, or the email address on file. You must keep your email address current. If an email is returned undeliverable, we may block access until you provide a valid address. You consent to the use of electronic records and signatures in connection with this agreement.
13.2 To receive electronic communications you need an internet-connected device, a current browser, a valid email address, and a way to store or print documents. You may withdraw your consent to electronic communications by contacting us, but because we do not offer paper delivery, doing so means we may close your account and return your balance to you.
Disputes, Arbitration, and Class Action Waiver
14.1. Except for claims that can be brought in small claims court, any dispute arising out of or relating to these Terms or the Compose Services (including disputes about the scope or enforceability of this section) will be resolved exclusively by final, binding, individual arbitration administered by the Vancouver International Arbitration Centre under its applicable rules, before a single arbitrator. Unless the parties agree otherwise, arbitration will take place in, and be governed by the laws of, the Province of British Columbia and the federal laws of Canada applicable there. Class arbitrations, class actions, representative actions, and consolidation with other arbitrations are not permitted.
14.2. The arbitrator's award is binding and may be entered as a judgment in any court of competent jurisdiction. If any part of this section is found unenforceable as to a particular claim, that claim may be brought in court while the rest of this section continues to apply.
14.3. OPT-OUT. You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days of first accepting these Terms. Your notice must include your full name, address, email, and a clear statement that you do not wish to arbitrate. If you opt out, you remain bound by the rest of these Terms.
Governing Law and General Terms
15.1 Governing law and venue. These terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law principles. Any dispute not subject to arbitration or small claims court will be resolved in the courts of British Columbia. If you are a Consumer, you also keep the benefit of any mandatory consumer-protection laws of the place where you live.
15.2 Changes. We may change these Terms by giving you 14 days' notice (or, where required by a financial partner or law, with immediate effect). Changes take effect on the date stated in the notice. If you do not agree, you may terminate before that date; continued use means you accept the changes.
15.3 Subcontracting. We may use affiliates, subcontractors, and third-party providers to perform our obligations, and we remain responsible for their performance as if it were our own.
15.4 Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including market volatility, war, civil disturbance, pandemics, labor disputes, utility or telecommunications failures, equipment or software failures, or compliance with any law or governmental order, regulation, or direction.
15.5 Assignment. We may assign our rights and obligations to an affiliate, a successor, or any other person at our discretion. You may not assign yours without our consent.
15.6 Other. If any provision of these Terms is found invalid, the rest remains in effect. Our failure to enforce a right is not a waiver of it. Nothing in these Terms creates a partnership, agency, or joint venture between us. Third parties have no rights to enforce these terms, except that our personnel and affiliates may rely on the disclaimer, liability, and indemnity provisions.
Complaints
If you have a complaint about the Compose Services, please contact our support team at [email protected], and we will investigate and try to resolve it.