Terms and Conditions of Service

Last Updated: Sept 1 2025

Legal Entity: Ace 21 Inc. ("Company," "we," "us," or "our")

These Terms and Conditions (the “Terms”) govern all access to and use of any services, directly or indirectly, provided by Ace 21 Inc., including but not limited to courier, logistics, delivery, payment collection, administrative, and related services (the “Services”).

Acceptance by Use: These Terms are automatically and conclusively accepted the moment you utilize, request, book, authorize, or continue to utilize any of the Services. No signature, written acknowledgment, or separate confirmation is required. If you do not agree to these Terms, you are strictly prohibited from using the Services.

These Terms are strictly enforced.

1. Absolute Control of Services

Ace 21 Inc. retains full, unilateral, and unrestricted control over the Services. The scope, availability, pricing, timing, and method of performance may be changed, limited, suspended, or discontinued at any time, with or without notice, and with or without cause.

No prior conduct, accommodation, delay, waiver, favor, or verbal statement shall be interpreted as modifying these Terms.

2. Pricing, Fees, and Charges

2.1 Pricing Changes Without Notice

All pricing, rates, surcharges, and fees may be changed at any time without notice. You expressly waive any right to advance notice. Continued use of the Services constitutes automatic acceptance of all pricing changes.

2.2 Payment Processing Fee

Where Ace 21 Inc. collects payments on your behalf, the Company may charge a payment processing, administrative, and risk fee of up to twenty-five percent (25%) of the gross amount collected. This fee may be deducted immediately and without explanation prior to any remittance.

2.3 Additional and Discretionary Fees

Ace 21 Inc. may impose additional fees at its sole discretion, including but not limited to:

• Delivery and handling charges

• Administrative and compliance fees

• Investigation and enforcement fees

• Legal, accounting, or recovery costs

• Suspension, reinstatement, or termination fees

All fees may be deducted from funds otherwise payable to you or invoiced separately and are immediately due.

3. Payment Collection and Remittance

3.1 No Trust or Fiduciary Relationship

All funds collected on your behalf are held solely for operational convenience. No trust, escrow, fiduciary, agency, or custodial relationship is created under any circumstances.

3.2 Remittance Timeline

Unless expressly agreed in writing, funds collected on your behalf will be remitted within sixty (60) to ninety (90) days from the date of collection.

Any payment made earlier than sixty (60) days is a voluntary favor only, creates no obligation, and establishes no precedent.

3.3 Withholding, Offsets, and Retention

Ace 21 Inc. may withhold, delay, offset, or permanently retain any funds if it reasonably believes you owe fees, penalties, damages, delivery charges, chargebacks, legal costs, or have engaged in misconduct or breach of these Terms. The Company’s determination shall be final and binding.

4. Suspension, Termination, and Blacklisting

4.1 Unilateral Suspension or Termination

Ace 21 Inc. may suspend or terminate your account, Services, or business relationship immediately, indefinitely, and without notice for any reason, including but not limited to:

• Breach or suspected breach of these Terms

• Threats of legal action or complaints used as leverage

• Non-payment or delayed payment

• Abusive, coercive, or hostile conduct

• Reputational harm or attempted reputational harm

4.2 Suspension Fee

Any suspension may result in a non-refundable suspension fee of $500 CAD, payable immediately. Payment does not guarantee reinstatement.

4.3 Retroactive Payment Processing Adjustment Upon Suspension

In the event of any suspension or termination, Ace 21 Inc. reserves the right to retroactively adjust and charge the difference in payment processing fees for any payments collected on your behalf within the preceding twelve (12) months, so that the total processing fee equals up to twenty-five percent (25%) of the gross amounts collected.

Any such retroactive adjustment may be:

• Invoiced to you and immediately due and payable, and/or

• Deducted, offset, or recovered from any funds held or otherwise payable to you

You expressly agree that this retroactive adjustment is reasonable, enforceable, and not a penalty, and you waive any right to dispute such charges.

5. Breach of Terms and Conditions

5.1 Liability for Breach

You are fully liable for any breach of these Terms, including all direct and indirect costs, losses, damages, administrative fees, and legal fees incurred by Ace 21 Inc. as a result of your breach.

Ace 21 Inc. may, at its sole discretion, impose additional charges, fees, or recover costs necessary to make Ace 21 Inc. whole, including but not limited to:

• Investigation fees

• Retroactive payment processing adjustments

• Suspension or reinstatement fees

• Recovery of legal costs and court expenses

These charges are immediately due and payable and may be offset against any funds held or otherwise payable to you. You expressly waive any right to challenge the reasonableness or enforceability of such charges.

6. Reviews, Reputation, and Misconduct (Zero Tolerance)

6.1 Strict Prohibition

You are strictly prohibited from engaging in any conduct that harms or attempts to harm the Company’s reputation, including:

• Posting or facilitating false, misleading, or defamatory reviews

• Using fake profiles, aliases, or third parties to post reviews

• Coordinated review campaigns or threats tied to payments or disputes

6.2 Investigation, Fees, and Penalties

If Ace 21 Inc. reasonably believes you engaged in such conduct, the Company may, without notice:

• Impose investigation and enforcement fees

• Suspend or terminate Services immediately

• Withhold or permanently retain funds

• Pursue legal remedies, including full recovery of all legal fees, court costs, and associated expenses

The Company’s determination is final and not subject to dispute.

7. Payment Processing Policy (Incorporated)

This Payment Processing Policy forms an enforceable part of these Terms.

1. Ace 21 Inc. owes no fiduciary duty with respect to collected funds.

2. All processing decisions are at the sole discretion of the Company.

3. You are fully responsible for all chargebacks, reversals, disputes, and related costs, including all legal fees incurred by Ace 21 Inc. as a result.

4. Remittance timelines are estimates only, not guarantees.

5. Funds may be withheld indefinitely where disputes, risks, or investigations exist.

8. Cease and Desist & Enforcement

Ace 21 Inc. may issue a written or electronic Cease and Desist Notice for conduct deemed abusive, defamatory, fraudulent, coercive, or damaging.

Upon issuance, the Company may immediately:

• Suspend or terminate Services

• Withhold or retain funds

• Impose enforcement fees

• Seek injunctive relief, damages, and full recovery of all legal fees and costs

Failure to comply constitutes a material breach of these Terms.

9. No Relationship

Nothing herein creates a partnership, joint venture, employment, agency, or fiduciary relationship. You have no authority to bind Ace 21 Inc.

10. Limitation of Liability

To the fullest extent permitted by law, Ace 21 Inc. shall not be liable for any indirect, incidental, consequential, punitive, or special damages.

Total liability, if any, is strictly limited to fees paid by you in the three (3) months preceding the claim.

11. Indemnification

You agree to fully indemnify and hold harmless Ace 21 Inc., its directors, officers, employees, and agents from all claims, damages, losses, costs, legal fees, and expenses arising from your conduct, use of Services, or breach of these Terms.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada. You irrevocably submit to the exclusive jurisdiction of Alberta courts.

13. Amendments

Ace 21 Inc. may amend these Terms at any time without notice. Continued use constitutes acceptance.

14. Severability

Invalid provisions do not affect enforceability of the remainder.

15. Entire Agreement & Survival

These Terms override all prior agreements, practices, favors, communications, or understandings. All provisions relating to fees, payments, suspension, termination, enforcement, limitation of liability, and indemnification, including liability for all legal fees and costs, survive termination.

USE OF SERVICES CONSTITUTES FULL AND IRREVOCABLE ACCEPTANCE OF THESE TERMS.