These Terms & Conditions govern business (B2B) use of services provided by Celestia Payments Inc. (formerly Cointerra Digital Solutions Inc.), a Money Services Business registered with FINTRAC (Registration No. C100001085).
1. Introduction & Acceptance
These Terms & Conditions (the “Terms”) constitute a binding agreement between Celestia Payments Inc. (“Celestia”, “we”, “us”) and the business entity accessing or using our services (the “Client”, “you”). By registering for, accessing, or using the services, you agree to be bound by these Terms. If you do not agree, do not use the services.
2. Definitions
- Services — cross-border pay-outs, foreign exchange, virtual-currency settlement, virtual accounts, and related payment and API services provided by Celestia.
- Applicable Law — all laws, regulations, and regulator requirements applicable to the Services, including the PCMLTFA/PCMLTFR and FINTRAC guidance.
- Client Data — information you provide about yourself, your customers, beneficiaries, and transactions.
3. Eligibility & Business Use Only
The Services are offered to businesses and regulated counterparties only and are not intended for retail consumers. You represent that you are duly organised, validly existing, and authorised to enter into these Terms, and that you will use the Services solely for lawful business purposes.
4. Services
Celestia provides regulated money-services and payment infrastructure as described on our website and in any applicable order form, partner agreement, or API documentation. Certain Services may be offered subject to additional terms, eligibility, corridor availability, and onboarding approval. We may add, modify, or discontinue features upon reasonable notice.
5. Onboarding, KYB & KYC
Before providing Services, and on an ongoing basis, we are required to verify your identity and that of your beneficial owners, directors, and authorised persons (“KYB/KYC”). You agree to provide accurate, complete, and current information and supporting documents, and to promptly notify us of any changes. We may decline, delay, suspend, or terminate Services where verification cannot be completed.
6. Compliance & AML/CTF
Celestia maintains an anti-money-laundering and counter-terrorist-financing (AML/CTF) program in accordance with the PCMLTFA/PCMLTFR. You agree that we may, at our discretion and as required by Applicable Law:
- screen you, your customers, beneficiaries, and counterparties against sanctions, PEP, and watch lists;
- request additional information or supporting documentation (including source of funds and source of wealth);
- refuse, hold, suspend, reverse, or report any transaction we deem suspicious, high-risk, or non-compliant; and
- report transactions to FINTRAC and other authorities as required, without notice to you where prohibited by law.
7. Prohibited Use
You shall not use the Services for, or in connection with: unlawful activity; sanctioned persons, entities, or jurisdictions; prohibited industries; fraud, money laundering, or terrorist financing; transactions you are not authorised to make; or any activity that would cause Celestia or its partners to breach Applicable Law. We maintain prohibited-country and prohibited-industry lists and may update them at any time.
8. Client Obligations
- maintain all licences and approvals required to operate your business and use the Services;
- comply with all Applicable Laws, including AML/CTF, sanctions, and data-protection laws;
- provide accurate, complete, and timely transaction and customer data;
- be solely responsible for your customer relationships, instructions, and the accuracy of payment details; and
- safeguard your API credentials and account access, and be liable for activity conducted through them.
9. Fees & Settlement
Fees, FX rates, settlement terms, and funding arrangements are set out in your applicable order form or partner agreement. Unless otherwise agreed, undisputed fees are payable as invoiced. You are responsible for taxes levied on your own income. We may revise fees on prior written notice.
10. Virtual-Currency Terms
Where the Services involve virtual currency (e.g., stablecoin settlement), you acknowledge: virtual-currency transactions are irreversible once confirmed on the relevant network; network (gas) fees and confirmation times apply; and Celestia's virtual-currency services are limited to facilitating payments and conversions (on-ramp/off-ramp). Celestia does not provide financial, investment, custodial-investment, or advisory services in relation to virtual currencies.
11. Intellectual Property
Each party retains all right, title, and interest in its pre-existing intellectual property, including Celestia's technology, APIs, and platform, and your platform. No ownership rights are transferred under these Terms. We grant you a limited, non-exclusive, non-transferable right to use our APIs solely to access the Services.
12. Data Protection & Privacy
Each party acts as an independent controller for the personal data it processes in connection with the Services and shall comply with applicable data-protection laws. Our handling of personal data is described in our Privacy Policy.
13. Warranties & Disclaimer
Each party warrants it has the authority to enter these Terms and will comply with Applicable Law. Except as expressly stated, the Services and APIs are provided “as is”, and Celestia disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free service, and are not liable for delays caused by correspondent banks, networks, or third-party providers.
14. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, or punitive damages. Celestia's total aggregate liability under these Terms shall not exceed the total fees paid by the Client to Celestia in the six (6) months preceding the event giving rise to the claim.
15. Indemnification
Each party shall defend, indemnify, and hold harmless the other from losses arising from its breach of these Terms or violation of Applicable Law.
16. Term, Suspension & Termination
These Terms apply for as long as you use the Services. We may suspend or terminate Services immediately where required by Applicable Law or a regulator direction, on insolvency, on sanctions/prohibited activity, or for material breach not cured within thirty (30) days of notice. Either party may terminate for convenience on prior written notice as set out in the applicable agreement.
17. Confidentiality
Each party shall keep the other's confidential information secret and use it only as necessary to provide or use the Services, in accordance with any separate non-disclosure agreement between the parties.
18. Governing Law & Dispute Resolution
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario, Canada, or to arbitration where separately agreed.
19. Changes to These Terms
We may update these Terms from time to time. Material changes will be notified, and continued use of the Services after the effective date constitutes acceptance.
20. Contact
Celestia Payments Inc. (formerly Cointerra Digital Solutions Inc.)
67 Yonge Street, Suite 701, Toronto, Ontario M5E 1J8, Canada
Email: hello@celestiapayments.com