Draft for legal and processing-partner review. This document is not in effect, has not been approved by counsel or any payment provider, and does not create binding obligations. Bracketed items are unresolved and are tracked in the Launch Decision Register.

Payment and Stablecoin Disclosures

Version 0.1 — Effective date: not set

1. Purpose

1.1 These disclosures explain the different payment models Orion is designed to support, so that merchants and customers understand what is being bought, who provides each part of the service, and the risks involved. No live payment model is currently available.

2. Three distinct models

2.1 Model 1 — Customer buys goods; merchant receives fiat. The customer pays the merchant for goods with a card or another supported method. A provider processes the payment and settles Canadian or US dollars to the merchant's verified bank account. The customer is not buying cryptocurrency.

2.2 Model 2 — Customer buys goods; merchant receives stablecoins. The customer pays the merchant for goods in the ordinary way (for example, by card). Where a provider supports it under its own licences and terms, the merchant elects to receive settlement in a supported stablecoin to a verified wallet. The customer is still buying goods, not cryptocurrency, and card refund and chargeback rights are unaffected.

2.3 Model 3 — Customer buys crypto through an on-ramp. The customer buys a crypto asset from an on-ramp provider and uses it to pay. This is a separate purchase from a separate provider, with the provider's own identity checks, disclosures, fees and terms. Orion will never convert a customer's card payment into a crypto purchase without the customer knowing. If a provider's model requires the customer to buy crypto, checkout must show the provider's required disclosures and obtain the customer's consent before the purchase.

2.4 Direct stablecoin payment. A customer may also pay directly from their own wallet. Orion tracks and verifies these payments on-chain. Direct crypto tracking is separate from card processing approval and does not by itself remove any regulatory obligation.

3. Supported assets and networks

3.1 In the sandbox, USDC is simulated on simulated test networks (labelled "Ethereum Sepolia (simulated)" and "Base Sepolia (simulated)"). The receiving addresses shown are non-payable placeholders. Do not send real funds.

3.2 Live assets and networks will be listed here only after a provider supports them for the merchant.

4. Quotes, amounts and rounding

4.1 A stablecoin checkout shows an exact amount, the network, the token and the quote expiry time. Amounts are calculated with exact decimal arithmetic and rounded up to the token's smallest unit so that rounding never causes an underpayment.

4.2 After expiry, a new quote is needed. Funds sent after expiry are not automatically credited; they are handled as an exception.

5. Fees

5.1 Network (gas) fees are paid by the sender and are not deducted from the amount due. Any conversion or processing fees will be disclosed before payment. Orion fees: [Fees to be set following partner and merchant review].

6. Confirmation and finality

6.1 A stablecoin payment is treated as received only when the transfer is on the correct network, uses the allowlisted token contract, is sent to the correct recipient, executed successfully, and has reached the required number of confirmations. A merchant should not fulfil before that.

6.2 Transfers can be reorganized out of the chain before finality; Orion re-checks and will not count a reorganized transfer.

7. Under- and overpayments; mistaken transfers

7.1 Underpayment: the payment stays pending with an underpayment exception until topped up, accepted, or refunded. 7.2 Overpayment: the order is paid; the excess is returned through the refund process to a verified destination. 7.3 Wrong network or wrong token: the funds are not credited and may not be recoverable. Orion will investigate but cannot guarantee recovery. 7.4 Standard token transfers are not assumed to carry a memo or reference. The order reference is kept in Orion's records against the unique quote.

8. Stablecoin risks

8.1 Issuer risk. A stablecoin is a liability of its issuer and is not guaranteed by Orion. Its value is not guaranteed to remain at one US dollar; it may depeg, be frozen by the issuer, or become illiquid. 8.2 Wallet security. Whoever controls a wallet's private key controls its funds. Orion never asks for, and cannot access, seed phrases or private keys. 8.3 Irreversibility. Blockchain transfers cannot be reversed by Orion. Refunds require a new transfer to a verified destination. 8.4 Recovery limits. If a merchant loses access to a settlement wallet, Orion cannot recover it. A new destination can be set up through the destination change process. 8.5 Regulatory status. Orion's own regulatory status is not yet determined (FINTRAC: [FINTRAC MSB registration status not determined]; RPAA: [Bank of Canada RPAA registration status not determined]). A provider's registration does not cover Orion.

9. Card payments

9.1 Card details are entered only into the provider's hosted or tokenized components (when live). Orion does not store card numbers or security codes. The statement descriptor is set by the provider and card networks.