Introduction

These User Terms and Conditions (the “Terms”) govern your access to and use of the Berpay mobile application, digital wallet and related services (together, the “Services”). By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

The Services are provided by Berpay Limited (“Berpay”, “we”, “us” or “our”), a Bermuda-incorporated company operating in the Bermuda Monetary Authority’s regulatory sandbox under a Class T licence pursuant to the Digital Asset Business Act 2018 (as amended).

Definitions

• • The “Account”: your Berpay user account.
  • “App”: the Berpay mobile application and any associated web portals made available to you.
  • “BMA”: the Bermuda Monetary Authority.
  • “Business Day”: a day other than a Saturday, Sunday, or public holiday in Bermuda.
  • “Digital Asset”: a virtual coin, token or any other form of digital asset, including USDC.
  • “Merchant”: a business accepted to participate in the Berpay merchant programme.
  • “Mini-Application”: a limited-function application or feature made available within the App, subject to BMA engagement and non-objection during the Class T period.
  • “USDC”: USD Coin, a digital asset designed to track the value of one United States Dollar, issued and redeemed via third-party infrastructure.
  • “Wallet”: the custodial wallet functionality in the App that allows you to hold and use USDC within the Services.

Eligibility and availability

• • The Services are intended for domestic use within Bermuda during the Class T testing period.
    • You must be at least 18 years of age.
    • You must be a Bermuda resident holding a Bermudian passport.
    • To open and maintain an account, you must be a resident of Bermuda and meet one of the following criteria:
      • You are a Bermuda resident holding a valid Bermudian passport; or
      • You are a Bermuda resident holding a valid international passport and either:
        • a Permanent Resident’s Certificate (PRC); or
        • a valid Bermuda work permit.
  • In such cases, you must also provide:
    • A copy of your valid PRC or work permit; and
    • Proof of residential address in Bermuda, such as a recent utility bill issued within the last three (3) months.

• • • You must complete Berpay’s onboarding and verification checks before your Account is activated.
    • The Services may not be available in all locations, and we may restrict access to maintain compliance with the Class T testing scope.

• • • We may refuse to open an Account, or may suspend or close an Account, where required to comply with law, regulatory requirements, or our risk management obligations.

Account registration and verification

• • To use the Services you must create an Account and provide accurate, complete, and up-to-date information. We use risk-based customer due diligence measures, including identity verification and screening, to comply with anti-money laundering, anti-terrorist financing and sanctions requirements.
    • You authorise Berpay and our service providers to verify your identity and conduct screening (including sanctions, politically exposed person and adverse media screening) at onboarding and on an ongoing basis.
    • You agree to provide additional information and documentation on request, including for enhanced due diligence.
    • If you do not provide requested information, your Account may be restricted, suspended or closed.

The Services

• • Wallet and USDC
    • The Wallet allows you to acquire, hold and use USDC within the Services. Berpay maintains internal records reflecting your USDC balance and transaction history.

• • Peer-to-peer transfers
    • You may transfer USDC to other verified Berpay users. Transfers are intended to be near real-time and may be irreversible once completed.

• • Merchant payments
    • You may pay participating Merchants using supported payment features (including QR code payments and, where enabled, tap-to-pay functionality).

• • Mini-Applications
    • During the Class T period, Berpay may introduce a limited number of Mini-Applications. Any such features are subject to prior engagement with, and non-objection from, the BMA.

• • Class T limitations
    • During the Class T testing period, the Services are operated with a limited scope and conservative controls. Berpay does not offer speculative trading, lending, leverage, interest-bearing balances, or investment products during the Class T period.

We may impose or adjust limits on transactions, users, merchants, features, or other aspects of the Services at any time to manage risk and to comply with regulatory conditions.

Funding and use of the Wallet

• • Wallet funding is available via external digital wallets or exchanges by transferring USDC on the supported network(s) to the deposit address displayed in the App. Fiat on-ramps (for example cards or bank transfers) are not part of the MVP and may be introduced in a later phase, subject to applicable regulatory engagement. Cash transactions are not permitted.
  • To fund your Wallet, you must send USDC from your external wallet/exchange to the deposit address and network specified in the App. Deposits sent on an unsupported network or using an unsupported asset may be delayed or may not be recoverable.
  • If withdrawals are enabled in the App, you may withdraw USDC to an external wallet address on the supported network(s). We may apply risk-based controls (including holds, limits, and enhanced verification) before processing a withdrawal.
  • Address screening and compliance. We screen deposits and withdrawals using risk-based controls, including sanctions and blockchain exposure screening. We may block, reject, delay, or return transfers where required to comply with law, sanctions obligations, or risk controls.
  • Travel Rule. Where a transfer involves another regulated virtual asset service provider (VASP), we may collect and transmit originator and beneficiary information and may request additional information from you before permitting a deposit or withdrawal.
  • Network fees and finality. Blockchain transfers may be subject to network fees and are generally irreversible once confirmed. You are responsible for providing accurate addresses and selecting the correct network as shown in the App.
  • We may apply verification, source-of-funds checks, velocity limits, and other controls before allowing funding, transfers, or payments. Availability of any redemption or withdrawal options (if offered) may be restricted during the Class T period.

Fees and charges

• • Fees may apply to certain Services or transactions. Any applicable fees will be disclosed to you in the App before you authorise a transaction (or, for ongoing services, before the fee is charged).

Third parties (such as blockchain networks, exchanges, banks, or other service providers) may also charge fees that are outside of Berpay’s control.

Transactions and authorisations

• • You are responsible for confirming recipient details before sending USDC. Transfers to the wrong recipient may not be reversible.
  • You authorise Berpay to execute transactions you initiate through the App using your authentication credentials.
  • We may delay, block, or refuse transactions where required by law, regulatory expectations, sanctions requirements, fraud prevention, or risk controls.
  • Transaction records maintained by Berpay (including in-system logs) are evidence of your transactions, unless proven otherwise.

Custody and safeguarding of digital assets

• • Berpay provides a custodial wallet service. Berpay utilises a multi-party computation (MPC) wallet architecture facilitated through regulated digital asset infrastructure. Under this model, private keys are not generated, reconstructed or stored in full; key shares are managed across segregated environments.
  • Berpay retains operational responsibility for wallet infrastructure, transaction controls and safeguarding arrangements associated with client digital assets, while leveraging enterprise-grade MPC custody technology.
    • Your Wallet balance is denominated in USDC and is not a bank deposit.
    • USDC is a digital asset and may be subject to issuer, technology, operational and regulatory risks.
    • Berpay does not pay interest on Wallet balances during the Class T period.
    • Berpay may suspend transactions or access to the Wallet if required for security, risk management or regulatory reasons.

User responsibilities and security

• • Keep your device, passcodes and authentication credentials secure.
  • Do not share your authentication credentials with any other person.
  • Notify Berpay immediately via in-app support or email if you suspect unauthorised access or a security incident.
  • Maintain accurate contact details and promptly update any changes.

You are responsible for losses resulting from your failure to keep your credentials secure, except to the extent caused by Berpay’s gross negligence or wilful misconduct.

Prohibited use

• • You must not use the Services to:
    • engage in unlawful activity, including fraud, money laundering, terrorist financing, sanctions evasion or tax evasion;
    • use the Services on behalf of another person without authorisation;
    • attempt to reverse engineer, compromise, or interfere with the App or underlying systems;
    • engage in activity that may harm Berpay, Merchants, other users, or the integrity of the Services.

Privacy

• • Your personal information is handled in accordance with Berpay’s Privacy Notice, which forms part of these Terms. By using the Services you acknowledge that you have read and understood the Privacy Notice.

Suspension, restrictions and termination

• • We may restrict, suspend or terminate your access to the Services at any time where we reasonably believe it is necessary to comply with law, regulatory requirements, sanctions obligations, or to manage fraud or security risks.
  • We may close your Account if you breach these Terms or if required by law or the BMA.
  • Where reasonably practicable, we will provide notice of suspension or closure and information about any remaining balance and options available to you.

Complaints

• • If you have a complaint, you may contact us via in-app support or by email at support@berpay.io. We will acknowledge and investigate complaints in accordance with our complaints handling process.

Disclaimers

• • The Services are provided on an “as is” and “as available” basis. We do not guarantee uninterrupted availability of the Services. We may temporarily suspend the Services for maintenance, testing, or to address security issues.
  • Nothing in these Terms excludes any rights you may have under applicable Bermuda law that cannot be excluded.

Limitation of liability

• • To the maximum extent permitted by law, Berpay will not be liable for any indirect, incidental, special, consequential or punitive losses, including loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of data.
  • Berpay’s total aggregate liability to you for all claims arising out of or relating to the Services will not exceed the total fees paid by you to Berpay in the three months preceding the event giving rise to the claim, except where such limitation is not permitted by law.

Indemnity

• • You agree to indemnify and hold Berpay harmless from and against losses, claims, damages, liabilities and expenses arising from your breach of these Terms or misuse of the Services, except to the extent caused by Berpay’s gross negligence or wilful misconduct.

Changes to these Terms

• • We may update these Terms from time to time, including to reflect changes to the Services, legal requirements, or regulatory expectations. We will provide notice of material changes through the App or by other reasonable means. Continued use of the Services after an update constitutes acceptance.

Governing law and disputes

• • These Terms are governed by the laws of Bermuda. Subject to any mandatory consumer protections, the courts of Bermuda will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services.

Contact

For questions about these Terms or the Services, contact Berpay via in-app support or email at support@berpay.io.