TERMS AND CONDITIONS

Last Updated: June 2025

1. Introduction

USER AGREEMENT

This Terms of Service agreement ("Agreement") is a legally binding contract between you and Nuage ("Nuage", "we", "us", or "our"), governing your access and use of Nuage's platform, services, technologies, and features, whether accessed through our website, mobile application, or other channels (collectively, the "Nuage Services"). This Agreement incorporates by reference our Privacy Policy and any other policies or documents referenced herein. If you do not agree to these terms, do not use the Nuage Services.

Nuage Payment Canada Limited (reg. number 1000710387) is a company incorporated in Ontario, Canada at 55 University Avenue, Suite 1100, Toronto, Ontario M5J 2H7. Nuage Payments Canada Limited is registered and regulated by Financial Transactions and Report Analysis Centre (FINTRAC), Canada as a Money Service Business. MSB registration number: C100000046.

Please note that Nuage Payment Canada Limited is a financial technology services provider, not a bank. Banking services offered on the Nuage platform are provided by a licensed financial partner, Bridge Ventures Inc. All funds transacted through Nuage are settled in USDC stablecoin and are not insured by any deposit insurance institution in any jurisdiction.

Third-Party Providers

By accessing or using Nuage Services, you authorize Nuage to share your personal information with necessary third parties (e.g., banking partners, service providers, and regulators) as required for compliance and operational functionality.

When you engage with certain services on our platform, you explicitly permit Nuage to create and manage the following accounts on your behalf, with applicable partners:

  1. A financial account capable of receiving ACH or wire payments (varies by region);
  2. A digital asset account with a partner crypto exchange.

You also consent to Nuage acting on your behalf in setting up, managing, and interfacing with such accounts, including accepting third-party terms and facilitating transactions you instruct.

You acknowledge and agree that Nuage will terminate or close these third-party accounts upon closure of your Nuage account.

To the fullest extent permitted by law, Nuage disclaims liability for any indirect losses incurred in relation to the use of such third-party services, except in cases of proven willful misconduct or gross negligence by Nuage.

Virtual accounts associated with Nuage are:

  • Not insured by any deposit insurance institution;
  • Not Bank Guaranteed; and
  • Subject to market volatility and potential loss of value.

A downloadable version of this Agreement is available at any time via our platform or upon request at help@nuage.money.

These terms govern all users of the Nuage Services and constitute a unified agreement, including all linked policies such as:

  • Privacy Policy
  • Cookie Policy
  • Anti-Money Laundering (AML) Policy
  • Complaints Handling Policy

You are expected to read and accept these and any specific service-related terms before using any Nuage Services.

By using Nuage Services, you affirm your understanding and acceptance of the associated risks and terms outlined herein.

2. Registration Process

To access Nuage Services, you must complete our identity verification and onboarding procedures. You are responsible for providing accurate and truthful information at every stage. We reserve the right to request additional documentation or to verify your identity through third-party sources.

If we cannot validate your information or if you fail to comply with verification requirements, your account may be suspended, restricted, or closed.

3. Security

You are solely responsible for maintaining the security of your Nuage account. We strongly advise using unique and strong passwords, enabling two-factor authentication, and securing all devices linked to your account. If you suspect unauthorized access, contact us immediately at help@nuage.money.

4. Unauthorized Access

Report any unauthorized or erroneous transactions promptly. Failing to notify us within two months of discovery may result in forfeiture of your right to dispute such activity. We will investigate and reimburse unauthorized transactions unless negligence or fraud on your part is evident.

5. Account Closure

You may request account closure at any time via help@nuage.money. We also reserve the right to close accounts under various conditions including inactivity, legal obligations, or violation of our terms.

6. Notice and Communication

All communications will be delivered electronically through your registered email or the Nuage app. You must keep your contact information up-to-date and review messages regularly.

7. Personal Data

Our handling of personal information is governed by our Privacy Policy. We may collect data such as location, device identifiers, transaction history, and contact information for operational, security, and compliance purposes.

8. Links to Third-Party Websites

Our platform may contain links to external websites. Nuage does not endorse or assume responsibility for content or privacy practices of those sites.

9. Intellectual Property

All content on our platform, including logos, design, and software, is the intellectual property of Nuage or its licensors. You may not copy, distribute, or reproduce any content without prior written consent.

10. Customer Support and Complaints

We take user feedback seriously. Please contact help@nuage.money for inquiries or complaints. You may also refer to our Complaints Policy available on our website.

11. Amendments

We reserve the right to change these terms by providing one month's notice. Continued use of our services after changes become effective constitutes acceptance.

12. Warranties

Nuage provides its services "as is" and makes no guarantees regarding uptime, accuracy, or availability. We disclaim all warranties to the fullest extent permitted by law.

13. Suspension of Services

We may suspend services at our discretion for reasons including maintenance, compliance issues, or security concerns.

14. Account Suspension or Termination

Your account may be suspended or terminated due to violations of these terms, law enforcement requests, fraudulent activity, or other legitimate concerns.

15. Right to Set-Off

Nuage reserves the right to offset any outstanding amounts you owe against funds held in your account.

16. Liability

Nuage is not liable for indirect, incidental, or consequential damages arising from your use of the services, except where required by law.

17. Indemnification

You agree to indemnify Nuage and its partners against any claims arising from your misuse of the services or breach of these terms.

18. Termination

We may terminate this Agreement with 30 days' notice or immediately under specific circumstances outlined in these terms.

19. Balance Seizure and Refund

In compliance with law, we may restrict access to funds or decline refunds in cases involving fraud or legal obligations.

20. Tax Liabilities

You are solely responsible for understanding and fulfilling your tax obligations related to your use of Nuage.

21. Translation Interpretation

In the event of discrepancies between translated versions and the English version of these terms, the English version shall prevail.

22. Jurisdiction

This Agreement is governed by the laws of Ontario, Canada. Any disputes shall be resolved in Ontario courts.

22.1) EU Residents

You may benefit from consumer protection laws applicable in your country of residence.

22.2) Canadian Legal Compliance

You confirm that you are not a resident of a country subject to Canadian sanctions or on a Canadian government list of prohibited parties.

23. Miscellaneous

You may not assign your rights under these terms without our consent. Nuage may assign or transfer its rights and obligations at its discretion. If any part of this Agreement is held invalid, the remaining provisions remain in force.

24. Interpretations

Headings are for convenience only. Definitions and interpretations are consistent throughout the document. Terms like "you" and "user" refer to the individual using Nuage services.

25. Definitions

  • "Nuage Account" – Your registered account with Nuage.
  • "Nuage App" – The mobile application used to access Nuage services.
  • "Nuage Mobile App" – The mobile application available for iOS and Android devices used to access Nuage services.
  • "Nuage Web App" – The web-based application accessible through internet browsers used to access Nuage services.
  • "Personal Data" – Information identifying you as defined in our Privacy Policy.
  • "Primary Email Address" – The email linked to your Nuage account.
  • "Prohibited Activities" – Actions restricted under these terms, including but not limited to fraud, abuse, or use of the service for illegal purposes.

26. Final Provisions

Nuage is not liable for failure to perform due to circumstances beyond its control (force majeure). Contact us at help@nuage.money for questions regarding this Agreement.