Merchant Terms and Conditions

Effective as of: 22/07/2026

INTRODUCTION AND SCOPE

These Merchant Terms and Conditions (these “Terms”) govern the provision of payment processing and settlement services (the “Services”) by ADVANCED PAYMENT SOLUTIONS CANADA INC., a company incorporated in Canada with registration number BC 1356972, having its registered office at UNIT 1 – 442 2ND Avenue, FERNIE, British Columbia, Canada, V0B 1M0, being a Money Services Business registered with the FINTRAC under MSB registration number M22483616 (the “Payment Institution”, “we”, “us”, “our”), to any entity or individual seeking to engage the Payment Institution to process payment transactions and remit settlement amounts (the “Merchant”, “you”, “your”).

1.1 Applicability and Binding Effect
These Terms shall constitute a legally binding agreement between the Merchant and the Payment Institution only from, and with effect as of, the date on which both Parties duly execute a Merchant Services Agreement (“Agreement” or “MSA”), which shall incorporate these Terms by reference and supersede these Terms to the extent of any express contradiction.

1.2 Supplementary Documents and Hierarchy

These Terms may be supplemented by:

(a) Service Fee Schedule: specifying fees, settlement mechanics, reserve calculations, and financial terms, accessible to each Merchant via their dashboard upon onboarding;

(b) Product Terms and Special Features: detailing specific rules applicable to card payments, alternative payment methods, or optional add-on services;

(c) Merchant Information Form (Merchant Questionnaire): containing your business details, ownership structure, Authorized Representatives, and website URLs, as updated from time to time in accordance with Section 3.2;

(d) Prohibited Activities and Jurisdictions List: identifying activities and jurisdictions in which the Payment Institution cannot provide Services;

(e) Service Specifications: describing the technical and operational characteristics of the Services, including integration requirements, API documentation, and dashboard access provisions;

(f) Data Protection Agreement: detailing data processing obligations under applicable privacy laws.

In the event of conflict between documents, the following hierarchy applies: (i) signed MSA; (ii) these Terms; (iii) Schedules and Appendices.

1.3 Updates to Terms
The Payment Institution may update these Terms from time to time. These updates do not require any written notice. Continued use of the Services following the effective date of updated Terms constitutes your acceptance of such updates and its incorporation to the Agreement. All updates are effective upon posting to our website [URL].

DEFINITIONS AND INTERPRETATION

2.1 Defined Terms

In these Terms and the Agreement, the following definitions apply:

“Acquirer” means a party, who or which is licensed by a Card Association and/or has appropriate arrangements in place with a third party relating to the use of a Card Association acquiring license.

“Agreement” or “MSA” means Merchant Service Agreement duly executed by the Merchant and the Payment Institution, which shall incorporate these Terms by reference and supersede these Terms to the extent of any express contradiction;

“Alternative Payment Method” or “APM” means a payment method (other than Card) by which the Payment Institution is able to process certain transactions as notified and instructed by the Merchant from time to time.

“Alternative Payment Method Provider” means a third party which regulates or is responsible for processing any APMs and which has specific arrangements in place with the Payment Institution in order to enable the Payment Institution to process any and all transactions as notified and instructed by the Merchant. For the avoidance of any doubt, an Acquirer may also act as APM Provider.

“Application” means a written or electronic application completed and submitted by the Merchant to the Payment Institution, including a statement of Merchant’s financial condition, a description of the characteristics of Merchant’s business or organization, and any other related information that the Merchant may have previously or concurrently submitted to the Payment Institution (including credit and financial information) which the Payment Institution has taken into consideration in order to proceed in entering into the Agreement with the Merchant.

“Authorized Representative” means the persons or corporate entities authorized to manage and operate the account of the Merchant or act on behalf of the Payment Institution.
“Business Day” means any calendar day other than Saturday, Sunday, or any public holiday in the jurisdiction in which the Payment Institution is located.

“Card” means any credit card, debit card, charge card, or prepaid card issued by a Card Issuer and used by a Client to make payment to the Merchant.

“Card Association” means Mastercard International, VISA International, American Express, Discover Network, or such other card associations as the Payment Institution may designate from time to time.

“Card Issuer” means a bank, financial institution, or credit union issuing Cards to consumers.

“Chargeback” means a reversal of a disputed Transaction raised by the Card Association following a relevant complaint by a Client in relation to a transaction made for products and/or services provided by the Merchant using his Card.

“Client” means a customer or client of the Merchant.

“Claim” means a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to the Agreement and where and to the extent the context permits, includes all associated Loss.

“Confidential Information” means: (a) information relating to a Party’s business, operations, strategies, technology, forecasts, products, or fees; (b) personal information concerning a Party’s personnel, consultants, advisors, customers, suppliers, or business contacts; (c) negotiations relating to these Terms; (d) personal data of Clients collected during Transactions (name, email, address, phone number, IP address, payment card information), excluding (e) information lawfully in the public domain (other than due to a breach of these Terms) or (f) information known to a Party prior to its disclosure by the other Party.

“Data Breach” means any occurrence which results in the unauthorized access by a third party to confidential data or personal information stored or transmitted by the Payment Institution or any Merchant.

“Deposit” means an amount provided by the Merchant to the Payment Institution as a security deposit in the manner and the amount stipulated in the MSA as continuing security for the due and proper performance of all obligations of the Merchant under Agreement.

“Enhanced Due Diligence (EDD) Jurisdictions” means any country, territory, or jurisdiction that, based on applicable laws, regulations, international standards, or internal policies of the Payment Institution, is subject to additional scrutiny due to heightened risks related to money laundering, terrorism financing, corruption, or other financial crimes.

“Fraud” means a transaction initiated by a Client to obtain goods or services without authorization or with intent to avoid payment, or a transaction subsequently disputed as unauthorized or chargebacks claimed for goods or services actually delivered.

“Insolvency Event” means, in relation to any corporate entity: (a) entry into external administration or receivership; (b) appointment of an administrator, receiver, liquidator, trustee, or similar officer; (c) suspension of debt payment or commencement of creditor compromise negotiations (except during force majeure); (d) enforcement of security by any creditor for amounts exceeding EUR 50,000 or equivalent in other currency; or (e) any declaration of inability to pay debts as they become due.

“Invalid Transaction” means any Transaction declined, reversed, or otherwise rejected by a Card Issuer, APM Provider, Acquirer, or Payment Institution.

“Intellectual Property Rights” means all patents, inventions, designs, proprietary algorithms, software, copyright, trademarks, domain names, trade secrets, know-how, and any other intellectual property rights, whether registered or capable of registration, in any jurisdiction, including all applications and renewals thereof.

“Loss” means any damage, cost, charge, liability, fine, penalty, or expense, including but not limited to reasonable legal fees, court costs, regulatory penalties, and third-party claims.

“Material Breach” means a breach of these Terms that, including but not limited to: (i) is material in nature or magnitude; (ii) involves failure to comply with payment obligations, prohibited activities restrictions, or compliance requirements; or (iii) poses risk to the Payment Institution’s regulatory standing or operational continuity, or; (iv) is expressly designated elsewhere in the Agreement as a “Material Breach.” Any Material Breach shall entitle the non-defaulting Party to terminate the Agreement immediately.
“Monthly Maintenance Fee” means the recurring fee charged to the Merchant on a monthly basis by the Payment Institution for the continued provision of Payment Institution-Services, maintenance, and support in the manner outlined in the Agreement.

“Payment Integration” means the process of incorporating a payment gateway and/or related payment processing system(s) into the Merchant’s website and/or mobile application and/or other digital platform, which enables the Merchant to accept and manage various forms of online payments as prescribed herein.

“Payment Institution Services” or “Services” means the payment processing, settlement, card acquiring, fraud monitoring, dispute management, chargeback handling, reporting, and other services as specified in the relevant MSA provided by the Payment Institution to the Merchant, performed with professional skill, care, and diligence.

“Personnel” means any employee, contractor, agent, partner, shareholder, officer, director, or beneficial owner of a Party.

“Primary Website” means the principal, registered domain name or online platform operated and controlled by the Merchant, which serves as the main point of access for Clients to view, purchase, or otherwise engage with the Merchant’s products and/or services; the Primary Website is distinct from any other Supplementary URLs used by the Merchant; It is the Merchant’s responsibility to ensure that the Primary Website complies with the terms of the Agreement, is disclosed in advance to the Payment Institution, and is verified by the Payment Institution.

“Prohibited Activities” means any activities or business categories designated as prohibited under the laws of Canada and of those jurisdictions under which the Merchant is act or any activity violating applicable law.

“Prohibited Jurisdictions” means the list of Prohibited Jurisdictions maintained by the Payment Institution, as well as any jurisdictions where the Payment Institution is prohibited from providing Payment Institution-Services and/or where the Merchant is not permitted to operate due to applicable laws and regulations. The list of Prohibited Jurisdictions may be updated by the Payment Institution from time to time, and it is the Merchant’s responsibility to ensure compliance with these restrictions.

“Refund” means transactions for the return of funds to the Clients, initiated by the Merchant in the case of Clients’ return of goods or in relation to services that have not been provided as agreed.

“Reserve Amount” means the amount that shall serve as continuing security for the due and proper performance by the Merchant of all obligations under MSA. The Payment Institution shall withhold ten percent (10%) of the gross value of each Transaction processed under MSA as the Reserve Amount as follows: a) if a Reserve Amount threshold is specified in MSA, until the Reserve Amount reaches such threshold; or b) if no Reserve Amount threshold is specified in the MSA, during the 180-calendar-day period starting from the Effective Date. The Reserve Amount shall be retained by the Payment Institution for so long as MSA remains in force and shall continue to be retained for a minimum period of 180 calendar days following termination of the MSA. Following expiry of such post-termination retention period, the Payment Institution shall return the remaining balance of the Reserve Amount, less any deductions for amounts due, chargebacks, refunds, fines, fees, losses, liabilities or other amounts owing under MSA whether arising before, on or after termination, provided that they arise out of or relate to MSA or any Transaction processed under MSA.

“Rolling Reserve” means a default percentage of 10% of the Transaction Value, unless otherwise specified in the MSA. This amount shall be withheld on a monthly basis from Transactions for a rolling 180-day period, unless otherwise specified in the MSA. All funds retained by the Payment Institution shall be released to the Merchant through settlements after the expiration of the 180-day period during the course of the current month. Following such release, the Rolling Reserve shall continue to be withheld and maintained on the same rolling basis throughout the term of the Agreement, with the withholding, accumulation and release of funds repeating in successive 180-day cycles.

“Service Fees” means the fees, including but not limited to the Set-Up Fee and the Monthly Maintenance Fee, charged by the Payment Institution for the provided Payment Institution-Services to the Merchant.

“Settlement” means the net amount payable by the Payment Institution to the Merchant, calculated as: Transaction Value less Service Fees, Reserve Amount, Rolling Reserve, and any Chargebacks, refunds, or other deductions.

“Set-Up Fee” means a one-time, non-recurring charge paid by the Merchant to the Payment Institution for the initial configuration, installation, and activation of the infrastructure required to provide the Payment Institution-Services as specified in the Agreement.

“Supplementary URLs” means additional domain names or websites maintained by the Merchant that complement the Primary Website by providing related content, services, or functionalities; it is the Merchant’s responsibility to ensure that the use of Supplementary URLs complies with the terms of the Agreement, is disclosed in advance to the Payment Institution, and is verified by the Payment Institution.
“Term” means the duration for which the Agreement remains in effect, as described in Section 7.

“Transaction” means a series of actions undertaken by the Payment Institution to ensure that the Client’s payment order, order relating to the services provided by the Merchant to its Clients is executed, regardless whether the Transaction is approved or declined.

“Transaction Value” means the aggregate monetary amount of all authorized and successfully processed Transactions within a given settlement period.

“Warranties” means the representations and warranties set forth in Section 8.

2.2 Interpretation

In these Terms and the Agreement, unless context clearly requires otherwise:
(a) headings do not affect substantive interpretation;
(b) singular words include plural and vice versa;
(c) defined terms and their grammatical variations have corresponding meaning;
(d) references to legislation include amendments, re-enactments, and subordinate regulations;
(e) “person” includes individuals, companies, partnerships, and unincorporated entities;
(f) references to a Party include its successors and permitted assigns;
(g) no provision is construed against its drafter;
(h) document references include as amended, modified, supplemented, or replaced;
(i) references to time mean Canadian Eastern Time (ET) unless otherwise specified;
(j) general words are not limited by specific examples introduced by “including,” “in particular,” or similar phrases;
(k) “may” is permissive and “shall” or “must” is mandatory;
(l) references to “Agreement” or “these Terms” include all schedules, appendices, and incorporated documents.

MERCHANT ONBOARDING AND KYC/KYB

3.1 Onboarding Process

To engage the Services, you must:

(a) Complete Application: Submit a comprehensive written or electronic application including your business legal name, registration number, jurisdiction of incorporation or residence, beneficial ownership structure (all ultimate beneficial owners exceeding 10% ownership interest), business description, anticipated transaction volume, Primary Website URL, and supplementary URLs;

(b) Provide Documentation: Furnish all KYB documentation as requested, including but not limited to: (i) certificate of incorporation or business registration; (ii) identification documents for all directors, officers, and beneficial owners (government-issued photo ID); (iii) proof of address for all beneficial owners (dated within 90 days); (iv) recent bank statements (6 months); (v) business financial statements; and (vi) any other documentation the Payment Institution deems necessary to verify identity and assess compliance and credit risk;

(c) Disclosure of Information: Ensure all information provided is accurate, complete, not misleading, and current as of the date of submission;

(d) Acknowledge These Terms and Execution of MSA: Accept these Terms by reference during the execution of the Agreement;

(e) Pay Set-Up Fee: Remit the Set-Up Fee via the invoice issued by the Payment Institution prior to commencement of Payment Integration. The Payment Institution shall not commence configuration, installation, or technical integration activities until the Set-Up Fee is received in full;

(f) API Integration: Install and configure the Payment Institution’s API on your website in strict accordance with provided documentation and instructions. You acknowledge that the Payment Institution is not liable for any failure on your part to properly install, configure, or operate the API.

3.2 Know-Your-Business (KYB) and Know-Your-Customer (KYC) Obligations

Ongoing KYB Obligations: You shall maintain current, accurate information provided in Merchant Information Form (Merchant Questionnaire), including your business legal name, registration and identification numbers, beneficial ownership structure (all persons and entities with 10%+ ownership), Authorized Representatives, bank account details, and website URLs. You must notify the Payment Institution of any material changes within five (5) Business Days of occurrence via email to the address specified in Section 19 (Notices).

Merchant Information Form Modifications: You acknowledge that Merchant Information Form (Merchant Questionnaire) may be updated to reflect your legitimate business changes. Amendments to Merchant Information Form (including changes to ownership structure, beneficial owners, registered address, or business scope) require written approval from the Payment Institution. The Payment Institution may unilaterally amend Merchant Information Form at its sole discretion for substantive matters.

Re-KYC Triggers: The Payment Institution may require updated KYB/KYC documentation upon: (a) passage of twelve (12) months since initial or most recent verification; (b) material changes to ownership, control, or business operations; (c) Chargebacks exceeding one point five percent (0.5%) of processed transactions; (d) regulatory inquiries; (e) involvement in high-risk jurisdictions; (f) sanctions or watchlist matches; or (g) information suggesting money laundering, terrorism financing, or fraud risks.

Merchant Liability for KYB/KYC Accuracy: You bear liability for providing the Payment Institution with false information regarding Merchant’s business and services rendered to its clients via its website and compensate the Payment Institution for the losses caused by the Merchant as a result of the provision of such services unrelated to the Agreement, including any prohibited business. You are liable to the Payment Institution for Losses directly arising from material inaccuracies or omissions in KYB/KYC information provided by you, but only where such inaccuracies or omissions were made intentionally or with gross negligence by you and directly caused demonstrable Loss to the Payment Institution. You shall indemnify the Payment Institution for Losses stemming from your provision of false, misleading, or incomplete beneficial ownership information or identification documentation that materially impairs the Payment Institution’s compliance obligations or risk management.

Any failure to comply with, or breach of, any provision of this Clause 3.2 shall constitute a Material Breach of the Agreement.

MERCHANT OBLIGATIONS

4.1 Compliance Obligations

During the term of the Agreement, the Merchant shall act reasonably and in good faith when exercising rights and duties hereunder and refrain from taking deliberate actions that may cause, directly or indirectly, damage to the Payment Institution, and on an ongoing basis:

(a) Applicable Laws: Comply with all laws, regulations, rules, and orders applicable to your use of the Services and your business operations – specifically, laws directly applicable to your use of payment processing services under the Agreement, including anti-money laundering (AML), counter-terrorism financing (CTF), sanctions, consumer protection, data protection, and payment processing regulations in jurisdictions where you operate and your Clients are located. This obligation applies to laws as amended from time to time and does not extend to laws applicable solely to the Payment Institution’s business operations. You shall remain compliant with the provisions of these Terms or the Agreement during the Term and/or any additional period specified within the Term or MSA. The Payment Institution shall have the right to restrict, suspend, or prohibit processing from specific countries, BIN ranges, or payment methods at its sole discretion, without requiring amendment of MSA. The Payment institution may implement such restrictions based on risk considerations, fraud patterns, regulatory requirements, scheme rules, or operational necessity or as requested by court, bank, regulatory authority and/or Card and/or Alternative Payment Methods Association. The Merchant shall promptly comply with all applicable restrictions, and such changes shall be deemed incorporated into the operational scope of services without requiring formal renegotiation of this Agreement;

(b) Prohibited Activities: You shall not use the Payment Institution’s Services in any manner whatsoever which may constitute a violation of any law, governmental regulation or regulation of any Card Association and Alternative Payment Methods Providers which may result the Payment Institution to be subject to any investigation, prosecution or legal action. You shall not engage in, facilitate, or accept payments for any Prohibited Activities which is prohibited under the laws of Canada and of those jurisdictions under which the Merchant is act;

(c) Prohibited Jurisdictions: You shall not accept payments from Clients located in or transferring funds from Prohibited Jurisdictions, nor shall you process Transactions on behalf of persons or entities designated on sanctions lists, including OFAC Specially Designated Nationals, foreign terrorist organizations, EU- and/or UN-sanctioned entities, and, without limitation, you shall comply with all applicable sanctions laws and regulations of the European Union, including Council Regulation (EU) No 833/2014;

(d) Restricted Goods and Services: You shall not sell, market, or distribute goods or services whose sale is prohibited under Canadian federal or provincial law, or under the laws of jurisdictions in which you offer goods/services or your Clients reside;

(e) Available Jurisdictions: You shall accept payments solely from Clients NOT located in Prohibited Jurisdictions. You acknowledge that Prohibited Jurisdictions may change; you are solely and fully responsible for monitoring this and restricting Client access accordingly;

(f) Primary Website Compliance: Your Primary Website and all Supplementary URLs shall comply with all applicable laws, including but not limited to information security standards, data protection (GDPR, PIPEDA, applicable local privacy laws), consumer protection, and anti-fraud regulations. Your websites must display accurate business information, clear terms of service, transparent pricing, legitimate contact information, and appropriate privacy notices. You shall accept payments via its official Website in respect of goods and/or services offered only by the Merchant;

(g) Intellectual Property: Your Primary Website and approved Supplementary URLs must not infringe, dilute, or violate any third-party intellectual property rights, trademarks, patents, copyrights, or trade secrets. You warrant that you have full ownership or proper authorization to operate each website;

(h) Security and Technical Standards: Your websites must comply with industry-standard security requirements, including PCI DSS standards for any transmission of card data, SSL encryption for all checkout pages, and no hosting of malware, viruses, or unauthorized software. You shall maintain reasonable cybersecurity measures to protect Client data;

(i) Website Representation: Primary Website and Supplementary URLs shall not misrepresent the Merchant’s identity, business, products, or services, nor shall they engage in false advertising, bait-and-switch tactics, or other deceptive practices that could harm the Payment Institution’s reputation or regulatory standing. You shall be solely responsible to settle all disputes between the Merchant and any of its Clients in relation to payments made by Card and Alternative Payment Methods via Merchant’s official Website, Primary Website and/or Supplementary URLs;

(j) FINTRAC Obligations: You shall provide the Payment Institution with all information and documents reasonably required to enable the Payment Institution to meet its reporting, record-keeping, and due diligence obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and related FINTRAC regulations. You shall provide such information within three (3) Business Days of any request and shall cooperate fully with any FINTRAC or law enforcement inquiries;

(k) Client Consent: You shall provide clients with an opportunity to acquaint themselves with the terms of transactions for the Payment Institution’s Services and with other information related to Transactions brought to the clients’ attention. You shall ensure that each Client explicitly consents to the collection, use, and transfer of their personal data for payment processing purposes, in accordance with applicable privacy laws. You shall provide privacy notices disclosing data practices and obtain affirmative consent before processing payment data;

(l) Fraud Prevention: You shall implement reasonable fraud prevention and detection measures, including monitoring for unauthorized transactions, suspicious patterns, or anomalies that may indicate fraud. You shall promptly notify the Payment Institution of suspected fraud;

(m) Dispute Resolution: You shall be solely responsible for managing and resolving disputes between yourself and your Clients concerning transaction legitimacy, goods/services quality, delivery, or refunds. The Payment Institution shall not mediate Merchant – Client disputes except as required by law or card scheme rules;

(n) Clear Communication: You shall provide the Payment Institution with reliable, current contact information (email, phone) for communications regarding account status, disputes, compliance matters, and operational issues. You shall maintain regular communication channels and respond to Payment Institution inquiries within two (2) Business Days;

(o) Website Availability: You shall ensure your Primary Website and Supplementary URLs (if any) remain active, functional, and accessible at all times with an uptime of not less than ninety-nine per cent (99%) measured on a monthly basis. You shall promptly notify the Payment Institution of any outages, downtime, or technical issues that may affect Client ability to initiate Transactions;

(p) API Compliance: You shall install, configure, and operate the Payment Institution’s Application Programming Interface (API) strictly in accordance with provided documentation and instructions. You shall not modify, circumvent, or misuse the API. You remain solely responsible for proper implementation and operation; the Payment Institution bears no liability for integration failures or improper use;

(q) Third-Party Services: You shall not resell, transfer, or permit third parties to use the Services without Payment Institution written consent. Any third-party arrangements require separate written agreement. The Merchant shall comply at all times with all applicable terms, conditions, rules, technical requirements, policies, and procedures of such Third Parties, howsoever established, published, amended or communicated, and shall be solely responsible and liable for ensuring ongoing compliance therewith.

(r) Fees. You shall pay the Payment Institution’s fees as set out in these Terms or the Agreement in relation to the provided Payment Institution’s Services as set out in Clause 9 herein. You shall assume the risks related to Transactions that are later recognized as Invalid Transaction, compensate the Payment Institution, in full or partially, for Invalid Transfers, and compensate the Payment Institution for the losses caused by Invalid Transfers to the benefit of the Merchant.

Any failure to comply with, or breach of, any provision of this Clause 4.1 shall constitute a Material Breach of the Agreement.

4.2 Supplementary URL Approval

(a) Approval Requirement: You shall not activate or process Transactions via any Supplementary URL without express written approval from the Payment Institution. To request approval, send a detailed email to [email protected], including the proposed URL, business description for that URL, geographic target markets, product/service categories, and any other requested information;

(b) Review Period: The Payment Institution will review each Supplementary URL request within five (5) Business Days and notify you of approval or rejection with reasoning;

(c) Compliance Standards: All approved Supplementary URLs must comply with security requirements (SSL, PCI DSS), technical standards, legal compliance (as per Section 4.1(f)), and these Terms. Processing Transactions via unapproved URLs constitutes Material Breach and may result in immediate suspension or termination;

(d) Ongoing Compliance: You remain responsible for ensuring approved Supplementary URLs continue to comply with these Terms. The Payment Institution may revoke approval and suspend that URL with notice if compliance lapses;

(e) URL Changes: If you modify a Supplementary URL (including significant changes to business purpose, product categories, or geographic markets), you must notify the Payment Institution and obtain re-approval before resuming Transactions via that URL.

4.3 Authorization and Representation

You represent and warrant that:

(a) you have full authority to enter into the Agreement;

(b) you are duly organized and validly existing under applicable law;

(d) these Terms and Agreement are enforceable against you;

(e) neither you nor any of your shareholders, directors, officers, employees, contractors, agents, partners or ultimate beneficial owners are subject to, or are owned or controlled by persons or entities that are subject to, any sanctions, embargoes, or restricted persons lists imposed or administered by:

the United Nations Security Council (UN),
the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC),
the U.S. Department of State or Department of Commerce,
the European Union or any of its Member States,
Her Majesty’s Treasury of the United Kingdom (UK Sanctions),
the Swiss State Secretariat for Economic Affairs (SECO),
or any other relevant government authority with jurisdiction over the Merchant or Payment Institution or operations of the Merchant or the Payment Institution.

(f) neither you, nor your shareholders, directors, officers, employees, contractors, agents, partners or ultimate beneficial owners are directly or indirectly connected with, or have directly or indirectly made any funds or economic resources available to, or for the benefit of, any person or entity that is currently designated as a restricted party (sanctioned) under any applicable trade or economic sanctions, export control, embargo or similar laws, regulations, rules, measures, restrictions, restricted or designated party lists, orders, or requirements, including without limit to those of the European Union, the United Kingdom of Great Britain and Northern Ireland, the United States of America, and the United Nations, as well as those of any other relevant government authority with jurisdiction over the Merchant or Payment Institution or operations of the Merchant or the Payment Institution.

The Parties agree that any breach of any warranty under this Clause shall be the Material Breach.

The Merchant shall fully indemnify, defend and hold harmless the Payment Institution, its affiliates, and their respective directors, officers, employees, agents and successors from and against any and all losses, liabilities, damages, claims, demands, actions, proceedings, judgments, settlements, penalties, fines, regulatory fines, loss of goodwill, loss of business opportunity, reputational damage, assessments, costs and expenses (including legal fees, investigation costs, compliance costs, remediation costs, de-banking costs, unwind costs and internal administrative costs) arising out of, resulting from or in connection with:

(a) any breach by the Merchant of any warranty set out in Clause 4.3;

(b) your provision of false, misleading, or materially inaccurate information regarding Merchant’s business, beneficial ownership, website content, or services;

(c) any investigation, claim, action, regulatory inquiry, fine, penalty, chargeback, refund, scheme assessment, or other proceeding brought or threatened by any third party or governmental authority that is based on, or relates to, the facts constituting such warranty breach by the Merchant.

4.4 Indemnity for Misrepresentation

(a) any misrepresentation by the Merchant (whether such misrepresentation is fraudulent, negligent or innocent), including but not limited to any statement, certification, confirmation, disclosure or information made or deemed made by the Merchant (including under Clause 4.3) that is false, inaccurate, incomplete or misleading in any respect, including by omission of a fact necessary to make any such statement not misleading;

This indemnity set out in Clause 4.4 is a separate, independent and continuing obligation of the Merchant and shall:

(a) be in addition to, and not in substitution for, any other rights or remedies of the Payment Institution, its affiliates, and their respective directors, officers, employees, agents and successors;

(b) not be conditional upon the Payment Institution first asserting, proving or obtaining judgment for any other claim or remedy;

(c) survive and remain enforceable notwithstanding any investigation, knowledge, partial knowledge, delay, waiver, affirmation, termination, expiry, repudiation, discharge, invalidity, unenforceability, rescission, avoidance, or alleged non-formation of this Agreement, and

(d) if and to the extent a court determines that any part of this indemnity cannot survive rescission/avoidance as a term of this Agreement, operate as a separate collateral undertaking intended by the Parties to survive and be enforceable independently.

The rights and remedies of the Payment Institution under this Clause are cumulative and may be exercised concurrently or sequentially with any other rights or remedies available at law, in equity, under tort, under statute, or under the Agreement, including rescission, avoidance, restitution, damages, equitable compensation, injunctions, suspension, termination and set-off.

The Payment Institution shall not be required to elect between rescission (or avoidance) of the Agreement and this indemnity, and may seek or effect rescission (or treat this Agreement as voidable and avoid it) and also enforce this indemnity, in each case to the fullest extent permitted by law.

4.4 Authorized Representatives

You shall provide the Payment Institution from time to time with the names of its Authorized Representatives and provide instructions to the Payment Institution solely through Authorized Representatives, so that the Payment Institution may rely on any instructions provided to it and consider them binding on the Merchant.

SUPPLEMENTARY URL AND CONTENT CHANGES

5.1 Prohibited Unauthorized Changes

You shall not, without Payment Institution written approval:
(a) change the Primary Website to a different domain or substantially alter its business purpose;
(b) activate new Supplementary URLs;
(c) materially alter the business purpose, product categories, geographic markets, or risk profile associated with any approved website;
(d) host content that violates these Terms or applicable law.

The Payment Institution may suspend Services immediately if, in its reasonable opinion, the violation presents an imminent risk of regulatory enforcement, sanctions violation, or Material Breach.

PAYMENT INSTITUTION OBLIGATIONS

The Payment Institution shall:

(a) Provide Services: provide a merchant account in order to enable the Merchant to accept Card payments and/or Alternative Payment Methods from its Clients via Merchant’s official Website in all jurisdictions that are not included in the list of Prohibited Jurisdiction and remit the amounts due and payable to the Merchant to the specified Bank Account and/or e-wallet as communicated by the Merchant to the Payment Institution in a professional, timely manner. The Payment Institution provides the Services on an “as is” and “as available” basis. The Payment Institution disclaims all representations and warranties, express or implied, including any warranties regarding quality, suitability, or fitness for a particular purpose of any service provided under this Terms;

(b) Skill and Care: Perform the Services with the degree of care, skill, diligence, prudence, and timeliness reasonably expected of a skilled and experienced payment processor, in accordance with industry standards and applicable regulations;

(c) Regulatory Compliance: Comply with all applicable laws, regulations, and payment scheme rules, including FINTRAC, PIPEDA, provincial privacy laws, Card Association rules, and anti-money laundering regulations;

(f) Confidentiality: Maintain the confidentiality of your information and disclose data only as necessary to provide Services or comply with law, all subject to appropriate confidentiality obligations (see Section 13);

(g) Monitoring: Monitor your account, business activities, compliance, and Transactions for fraud, AML/CTF violations, sanctions, and compliance risks using reasonable, industry-standard methods. Monitoring is limited to scope necessary for regulatory compliance and risk management, not invasive surveillance;

(h) Third-Party Liability: Bear responsibility for actions of third-party providers (Acquirers, processors, APM Providers) involved in providing Services, except as limited by Section 15 (Limitation of Liability).

TERM, TERMINATION OR SUSPENSION

7.1 Term

The Agreement commences on the Effective Date (as specified in the MSA) and continues in full force and effect unless and until terminated by either Party in accordance with this Section 7.

7.2 Termination for Material Breach

The Payment Institution may terminate the Agreement upon Material Breach by you if:

(a) Remediable Breach with Cure Period: You commit a Material Breach that is capable of remedy the Payment Institution may terminate the Agreement immediately or in its sole discretion provide written notice specifying the breach and requiring remedy within thirty (30) calendar days. If you cure the breach within such period, termination is avoided. If you fail to cure, the Payment Institution may terminate the Agreement on this date;

(b) You commit a Material Breach incapable of remedy, as determined at the sole discretion of the Payment Institution, including, but not limited to: (i) fraud or misrepresentation in your Application or ongoing representations; (ii) repeated violations of these Terms; (iii) engagement in Prohibited Activities; (iv) processing Transactions from Prohibited Jurisdictions or Clients; (v) failure to pay undisputed Fees or Settlement deductions; or (vi) involvement in unlicensed money transmission. In this case, the Payment Institution may terminate the Agreement immediately upon written notice;

(c) Warranty Breach: If you commit a breach of any warranty set out in Section 8, the Payment Institution may terminate the Agreement with immediate effect and without any obligation to grant a cure period.

7.3 Termination for Fraud, Unlawful Activity, or Risk

Notwithstanding the other provisions of these Terms, the Payment Institution may terminate immediately upon written notice if:

(a) Reasonable grounds: The Payment Institution has reasonable grounds to believe you have engaged in fraud, money laundering, terrorism financing, sanctions violations, or other unlawful activity in connection with the Services. Suspicion or perceived risk alone is insufficient; the Payment Institution must be able to articulate specific factual grounds;

(b) Regulatory or Law Enforcement Action: Law enforcement, a regulator, or a court directs the Payment Institution to terminate your account or cease providing Services;

(d) Chargebacks Exceeding Thresholds: Chargebacks persistently exceed one point five percent (0.5%) of processed Transactions in any month, indicating elevated dispute risk;

(e) Fees Payment: the invoice for the Set-Up Fee has not been paid by the Merchant within three months from the date of issue of the said invoice or the Payment Institution Services have not been activated, meaning the Payment Institution has not processed any Transactions, for a period of three (3) or more months following the completion of the Payment Integration.

7.4 Termination on Other Grounds

Notwithstanding the other provisions of these Terms, the Payment Institution may terminate immediately upon written notice if:

(a) There is a material deterioration in the financial position of the Merchant, or in the value of the Deposit and/or Reserve Amount, or any threat thereof at Payment’s Institution sole discretion;

(b) The Merchant fails to provide, replenish, increase or restore any Deposit, Reserve Amount, Rolling Reserve or other security timely or requested by the Payment Institution within the timeframe specified by the Payment Institution in the notice;

(d) The Merchant disposes of all or a substantial part of its business, assets, licenses, payment flows or operational infrastructure, or undergoes a material adverse change in ownership or control.

7.5 Termination Without Cause

The Payment Institution may terminate the Agreement without cause by providing fifteen (15) calendar days’ prior written notice to you.

7.6 Effect of Termination

Upon termination or expiration:

(a) Cessation of Services: The Payment Institution shall cease processing new Transactions within one (1) Business Day;

(b) Suspend or delay payments: At any time during the Agreement and for a period of up to one hundred eighty (180) calendar days after the termination of MSA, the Payment Institution may temporarily suspend or delay payments to the Merchant and/or designate in the Payment Institution’s discretion an amount of funds that the Payment Institution maintain in order to protect the Payment Institution against the risk of actual or anticipated Chargebacks or otherwise against the risk of the Merchant’s actual or anticipated failure to meet the Payment Institution’s obligations under the Agreement or relevant Card Scheme Rules or Alternative Payment Method Rules;

(c) Reserve Return: The Payment Institution shall return withheld Reserve Amount, the Deposit and the Rolling Reserve after one hundred eighty (180) calendar days from termination, less any amounts due, payable, owing or otherwise recoverable from the Merchant under or in connection with MSA, including but not limited to: any amounts relating to Refunds, Chargebacks, Invalid Transactions, Invalid Transfers, fines of whatsoever nature, penalties, regulatory sanctions, Fees, Losses, any liabilities of the Merchant under MSA of whatsoever nature, costs, expenses, indemnity claims, taxes, customer claims, third-party claims, regulatory claims, fraud, illegal activity, unauthorised transactions, any breach of MSA by the Merchant, applicable laws, Card Scheme Rules or Alternative Payment Method Rules, AML, KYC, sanctions, GDPR, PCI DSS and data protection breaches, misleading information provided by the Merchant, intellectual property infringement, prohibited business or prohibited jurisdictions, whether arising before, on or after termination of MSA. The Payment Institution may extend the abovementioned hold period up to 540 days in cases involving suspected or actual fraud, payment scheme or card network investigations, regulatory inquiries, excessive chargebacks, or other similar risk-related circumstances. Such extension may be applied at the Payment Institution’s discretion and shall remain in effect for as long as reasonably necessary to mitigate potential losses or liabilities. Following expiry of the post-termination retention period specified in this Clause, the Payment Institution shall return to the Merchant the remaining balance of the Reserve Amounts, the Deposit and the Rolling Reserve, if any, after making all permitted deductions, set-offs and retentions. If the Reserve Amounts, the Deposit and the Rolling Reserve are insufficient, the Merchant shall remain liable to pay the shortfall to the Payment Institution immediately upon demand;

(d) Surviving Obligations: Survive termination: your obligation to pay undisputed Fees and Chargebacks; Payment Institution’s indemnification obligation for Payment Institution negligence; confidentiality obligations (3 years post-termination); and limitation of liability provisions;

(e) Wind-Down Cooperation: You shall cooperate reasonably with the Payment Institution to facilitate orderly wind-down, including providing documentation supporting outstanding Chargebacks, Disputes, or Refunds, and facilitating merchant-to-merchant or merchant-to-acquirer data transfer if applicable.

7.7 Suspension of Services

Separately from termination, the Payment Institution may temporarily suspend Services (cease processing new Transactions) without prior notice if:

(a) Immediate Risk: Objective evidence indicates imminent risk of fraud, unauthorized activity, regulatory violation, or Material Breach requiring immediate action to protect the Payment Institution or Card Associations;

(b) Regulatory Direction: Law enforcement or a regulator directs immediate action;

Suspension effected in accordance with this Clause 7.6 shall not constitute a breach of this Agreement by the Payment Institution, and the Merchant agrees that it shall not be entitled to any compensation, refund, credit, or other remedy whatsoever (including, without limitation, damages for loss of profit, loss of data, or business interruption) arising out of or in connection with such suspension. Upon suspension, the Payment Institution shall provide written notice and, where possible, a brief explanation. The Payment Institution shall lift suspension within two (2) Business Days unless the underlying issue is unresolved.

WARRANTIES

8.1 Mutual Warranties

Each Party warrants and represents to the other that:
(a) it is duly incorporated, organized, or existing under applicable law;
(b) it is not subject to an Insolvency Event;
(c) it has full authority to enter into the Agreement;
(d) all information provided is accurate, complete, and not misleading as of the date of submission;
(e) no material facts have been omitted that would affect the other Party’s assessment of this transaction;
(f) it is not party to any pending or threatened Claim or legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (either pending or threatened) that materially affects its ability to perform;
(g) the Agreement is legal, valid, and binding and enforceable in accordance with its terms;
(h) no third party is entitled to any broker’s, finder’s, or similar fee in connection with this transaction;
(i) it had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms and the Agreement.

8.2 Merchant Warranties

You warrant and represent that:

(a) Ownership and Authorization: You have full ownership, legal right, or proper authorization to operate and control the Primary Website and all Supplementary URLs. You are not infringing any third-party rights by operating these websites;

(b) Legal Compliance of Websites: Your Primary Website and all Supplementary URLs comply in all material respects with applicable laws and regulations, including data protection (GDPR, PIPEDA), consumer protection, PCI DSS security standards, and industry standards in all jurisdictions where these websites are accessible;

(c) No Intellectual Property Infringement: The operation, content, and functionality of your websites do not infringe or violate any third-party intellectual property rights, including patents, copyrights, trademarks, trade secrets, or other proprietary rights;

(d) No Malicious Content: Your Primary Website and all Supplementary URLs do not and will not host, distribute, enable, or provide access to malware, viruses, ransomware, spyware, harmful code, or other malicious software that could disrupt, harm, or compromise Payment Institution systems or Client devices;

(e) Accurate Business Representation: Your websites accurately represent your business identity, business model, products, services, pricing, and terms. You do not and will not engage in misrepresentation, false advertising, bait-and-switch tactics, or deceptive practices that could harm the Payment Institution’s reputation or regulatory standing;

(f) No Prohibited Activities: You do not and will not use your websites to market, advertise, or facilitate any Prohibited Activities;

(g) Legitimate Business: Your business is legitimate, legal, and conducted in accordance with applicable law. You are not engaged in money laundering, terrorism financing, sanctions evasion, fraud, or any unlawful activity;

(h) Authorization of Personnel: All individuals named in your Application and Merchant Questionnaire as beneficial owners, directors, officers, or Authorized Representatives are duly authorized and have provided consent to be named;

(i) Client Consent: You maintain appropriate mechanisms to obtain Client affirmative consent to data collection and use for payment processing;

(j) No Conflicts: Your entry into the Agreement does not breach any other agreement, contract, or legal obligation to which you are bound;

(k) Materiality and Knowledge: Information provided in your Application, Merchant Questionnaire and ongoing representations is materially accurate and provided with actual knowledge of senior management, not deemed or constructive knowledge. “Materiality” means that an inaccuracy or omission would reasonably be expected to influence the Payment Institution’s decision to provide Services or would directly cause demonstrable Loss.

8.3 Continuous Warranties

Each Party represents and warrants that its representations in Section 8.1 and 8.2 are true, accurate, and not misleading: (a) as of the Effective Date; and (b) on an ongoing basis including each time the Services are used or a Transaction is processed. Each Party shall immediately notify the other in writing upon becoming aware of any fact or circumstance that would render any Warranty untrue, inaccurate, or misleading.

8.4 Remedies for Warranty Breach

A Warranty breach by you constitutes grounds for immediate termination without cure period (see Section 7.2(c)). Additionally, you shall indemnify the Payment Institution for all Losses directly arising from a Warranty breach howsoever caused.

FEES, PAYMENTS, AND SETTLEMENTS

9.1 Fees and Charges

(a) Fee Schedule: All applicable Fees are specified in the MSA. Fees include:

(i) Set-Up Fee: The Merchant agrees to pay the Payment Institution a one-time, non-recurring Set-Up Fee for the initial configuration, installation, and activation of the Payment Institution Services.

The Set-Up Fee shall be due and payable prior to the commencement of the Payment Integration on the basis of the invoice issued by the Payment Institution.

The Payment Institution shall commence the Payment Integration process only after the full payment of the Set-Up Fee has been received from the Merchant. For the avoidance of doubt, no work related to Payment Integration, including but not limited to initial configuration, installation, and activation, shall begin until the Set-Up Fee is paid in full. Any delay in the payment of the Set-Up Fee by the Merchant may result in a corresponding delay in the commencement and completion of the Payment Integration process;

(ii) Monthly Maintenance Fee: The Merchant agrees to pay the Payment Institution a Monthly Maintenance Fee for the continued provision of the Payment Institution Services, maintenance, and support.

The Monthly Maintenance Fee shall commence being charged from the date of first Settlement following the execution of the Agreement. For the avoidance of doubt, the first deduction of the Monthly Maintenance Fee will occur at the time of the first Settlement made to the Merchant after the Payment Institution-Services have been activated.

The Monthly Maintenance Fee shall be automatically withheld from the Transaction Value.

In the event that the amount of the Settlement is insufficient to cover the Monthly Maintenance Fee or if no Settlements has been made under the Agreement after the commencement of the Monthly Maintenance Fee, the Merchant agrees to pay the Monthly Maintenance Fee directly to the Payment Institution within a time period specified in the relevant invoice issued by the Payment Institution.

The Monthly Maintenance Fee shall be waived for any month in which the overall processing volume handled by the Payment Institution on behalf of the Merchant exceeds 500,000.00 (Five hundred thousand only) of applicable processing currency. For the purpose of this clause, overall processing volume shall mean the Transaction Value per every given month;

(iii) Transaction Fees: Per-transaction fees or percentage-based fees may be deducted from each Transaction Value as per the MSA;

(iv) Chargebacks: You bear the cost of all Chargebacks, including Chargeback fees if applicable;

(v) Other Fees: Currency conversion fees, settlement fees, API access fees, or other fees may be applicable as per the MSA.

(b) Fee Modifications: Fees are calculated on a case-by-case basis and may vary based on transaction volume, risk profile, geographic scope, and pricing negotiation. Any changes to fees are effective thirty (30) days after written notice.

(c) Monthly Maintenance Fee Waiver: The Monthly Maintenance Fee is waived for any calendar month in which your aggregate Transaction Value exceeds USD 500,000 (or equivalent in your settlement currency). Processing volume is calculated on a monthly basis.

(d) Payment: The Payment Institution shall be entitled to invoice any and all amounts payable due to the following:

any amounts involved in Refunds;
any amounts involved in Chargebacks;
any fines imposed by a court, bank, regulatory authority and/or Card and/or Alternative Payment Methods Association;
any Fees due, and the Merchant is obligated to pay such amounts.

9.2 Settlement Mechanics

(a) Settlement Calculation: The Settlements shall be remitted by the Payment Institution upon the Merchant’s request by any means the Merchant and the Payment Institution may agree from time to time and to such account and/or e-wallet and/or any other online platform and/or online and/or bank account the Merchant may indicate to the Payment Institution. Such payment instructions shall be given prior to the execution of the Settlements by regular means of communication by the Parties.

(b) Deductions: The Merchant authorizes the Payment Institution to deduct the Service and other applicable Fees from the Settlements. The date of the Settlement shall be deemed as the date when the relevant amount to be transferred is debited from the Merchant’s account;

(c) Bank Account Verification: You must provide verified bank account details (IBAN, SWIFT, Beneficiary Name, and Beneficiary Institution Details) prior to first Settlement. You are solely responsible for accuracy; the Payment Institution is not liable for Settlement delays or misdirection due to incorrect account information provided by you;

(d) Settlement Changes: You may change your designated settlement bank account by providing thirty (30) days’ prior written notice. The Payment Institution may require reverification;
(e) No Settlement on Termination Pending: If the Agreement is pending termination or under dispute, the Payment Institution may delay Settlements pending resolution. Once resolved, all undisputed amounts are remitted within ten (10) Business Days.

9.3 Deductions from Settlement

The Payment Institution may reduce or withhold amounts from Settlement for:

(a) Refunds: Any amounts involved in Refunds;

(b) Chargebacks: Any amounts involved in Chargebacks;

(c) Regulatory Fines/Court Orders: Fines or penalties imposed by courts, regulators, or Card Associations on the Payment Institution or Merchant in connection with the Merchant’s Transactions, but only if such fines are: (i) directly attributable to the Merchant’s actions or omissions; (ii) documented in writing; and (iii) quantifiable;

(d) Fees and Costs: All Fees due under the Agreement, including Monthly Maintenance Fee, transaction fees, and any other service charges;

(e) Invalid Transactions: Reversal of amounts for Transactions later deemed invalid, declined, or unauthorized;

(f) Reserve Withholding: The Reserve Amount, the Rolling Reserve and the Deposit;

(g) Other Documented Deductions: Any other deductions specifically authorized by you in writing or required by law or Card Scheme rules;

and the Merchant is obligated to pay such amounts.

9.4 Monthly Maintenance Fee Charge

For clarity, the Monthly Maintenance Fee is a fixed recurring charge separate from transaction fees and is calculated and deducted independent of whether individual Transactions were processed. If Settlement amount is insufficient to cover the Monthly Maintenance Fee in a given month, you shall pay the shortfall directly to the Payment Institution within the timeframe specified in the invoice (typically 10 days). The Monthly Maintenance Fee waiver applies only if monthly Transaction Value exceeds the specified threshold; otherwise, the fee is charged in full.

9.5 Withholding and Reserves

(a) Reserves Withholding: The Payment Institution is entitled to withhold from Settlement amounts the Reserve Amount, the Deposit and Rolling Reserve in the amount and manner stipulated in the Agreement;

(b) Rolling Reserve Payments: The Rolling Reserve amount shall be withheld on a monthly basis from Transactions for a rolling 180-day period, unless otherwise specified in the MSA. All funds retained by the Payment Institution shall be released to the Merchant through settlements after the expiration of the 180-day period during the course of the current month. Following such release, the Rolling Reserve shall continue to be withheld and maintained on the same rolling basis throughout the term of the Agreement, with the withholding, accumulation and release of funds repeating in successive 180-day cycles;

(c) Reserve Return Post-Termination: The Payment Institution is entitled to withhold from the Settlements the Reserve Amount, the Deposit, and the Rolling Reserve. Upon termination of the Agreement, the Payment Institution shall return to the Merchant the Reserve amount, the Deposit and the Rolling Reserve within one hundred eighty (180) calendar days from the termination date, minus any fees due by the Merchant to the Payment Institution;

(d) Suspension of Payments: For up to one hundred eighty (180) calendar days after termination, the Payment Institution may temporarily suspend or delay Settlement payments if objective evidence indicates pending Chargebacks, disputes, or outstanding Merchant obligations. Any such suspension requires written notice. Once the underlying issue is resolved or sixty (60) days pass without new claims, suspended amounts shall be remitted.
9.6 Invoice for Losses and Costs

The Payment Institution is entitled to issue invoices for any losses and/or costs endured to the Payment Institution due to the lack of the Merchant to hold up with the obligations referred to herewith at Clause 3 and the Merchant is obligated to pay such amounts. Invoiced amounts are payable within thirty (30) days of invoice date.

9.7 Fee Modifications

The Payment Institution reserves the right, at its sole discretion, to amend, modify, or update the Fee Schedule and any applicable pricing terms and Fees under these Terms of Use and/or MSA from time to time. The Payment Institution shall provide the Merchant with prior written notice of any such amendment no less than fifteen (15) calendar days before the proposed effective date.

Any amendment to the Fee Schedule shall become effective automatically upon the expiry of the period mentioned above in this Clause 9.7, unless otherwise specified in the notice.

The Merchant’s continued access to or use of the Services following the effective date of the amended Service Fee Schedule shall constitute the Merchant’s deemed acceptance of the revised fees and pricing terms. If the Merchant does not agree to the amended Fee Schedule, the Merchant must cease using the Services prior to the effective date of such amendment, subject to the termination provisions of these Terms of Use.

9.8.1 Security Requirement

The Merchant shall provide to the Payment Institution a Deposit in the amount specified in the MSA. The Merchant shall ensure that the Deposit is maintained at the full amount at all times during the term of the Agreement.

The Reserve Amount shall accumulate until it reaches the maximum aggregate amount agreed in the MSA (the “Reserve Amount Cap”). If the Deposit is provided through the mechanism of collection of the Reserve Amount, once the Reserve Amount reaches the Reserve Amount Cap, such amount shall constitute the Deposit. If the Deposit amount is sufficient and no further replenishment of the Deposit is required, the Reserve Amount shall continue to be collected until it reaches the Reserve Amount Cap and shall remain held by the Payment Institution until released in accordance with the terms of this Agreement.

In the event that any amount is deducted from the Reserve Amount, the Payment Institution shall resume withholding ten percent (10%) of the total gross value of all Transactions, unless otherwise agreed between the Parties in the MSA, until the Reserve Amount is restored to the Reserve Amount Cap.

Upon termination of this Agreement for any reason, the Payment Institution shall return to the Merchant the remaining balance of the Reserve Amount no earlier than one hundred eighty (180) calendar days following the effective date of termination, provided that the Merchant has duly fulfilled all of its obligations under this Agreement and no outstanding or potential liabilities, including but not limited to chargebacks, penalties or other claims, may be addressed to the Merchant.

The Deposit, the Rolling Reserve and the Reserve Amount shall serve as continuing security for the proper performance by the Merchant of all obligations under the Terms and the Agreement as well as for any other purposes provided for under the Terms.

Without limitation, such security shall cover and the Deposit, the Rolling Reserve and the Reserve Amount may be applied to satisfy any and all losses of the Payment Institution and any and all amounts of whatsoever nature, including but not limited to:

chargebacks;
refunds;
scheme fines;
regulatory penalties;
fraud-related losses;
unpaid fees and commissions;
indemnification claims;
damages arising from breach of this Agreement;
and any other amounts owed by the Merchant to the Payment Institution;
any loss, liability, cost, or expense of whatsoever nature and cause incurred by the Payment Institution.

The Payment Institution shall have the sole and exclusive discretion to determine whether any deduction shall be made from:

the Reserve Amount; or
the Rolling Reserve; or
the Deposit; or
all.

The Merchant acknowledges that such determination by the Payment Institution shall be final and binding.

The Payment Institution may, at its sole discretion and without prior notice to the Merchant, debit, set-off, apply, withhold or deduct from the Deposit, the Rolling Reserve and/or the Reserve Amount balance such sums as the Payment Institution deems necessary to cover and satisfy any and all amounts specified in this Clause.

The rights under this Clause are in addition to, and not in substitution for, any other rights or remedies available to the Payment Institution.

9.8.2 Method of Funding the Deposit

The Merchant shall have the right to provide the Deposit by one of the following methods:
(a) Lump Sum Payment:

Payment of the full Deposit amount in a single transfer payable as stipulated in the MSA.
(b) Installments:

Payment of the Deposit in three (3) equal installments, payable as stipulated in the MSA.
(c) Funding via Reserve Amount Mechanism:

Upon the Reserve Amount reaching the Reserve Amount Cap, any Reserve Amounts accumulated in excess of the Reserve Amount Cap shall, without the need for notice or further action, be automatically transferred to, and treated as part of, the Deposit until the Deposit reaches the full Deposit amount.

The Merchant shall notify the Payment Provider in writing of the selected funding method.

9.8.3 Default Funding Mechanism

If the Merchant fails to notify the Payment Provider of the selected Deposit funding method within ten (10) Business Days from the Effective Date, or if the Merchant fails to provide the Deposit in due time, the Payment Provider shall be entitled, without further notice, to fund the Deposit through automatic accumulation and transfer of Reserve Amounts to Deposit and any sums so transferred shall be treated solely as part of the Deposit and shall not be counted towards the Reserve Amount cap.

9.8.4 Deposit Replenishment

In the event that any deduction is made from the Deposit, the respective amount shall be replenished by the Merchant so as to restore the Deposit in full no later than 15 (fifteen) Business Days from the date of such deduction. If the Merchant fails to replenish the Deposit within the period specified in this Clause, then upon the Reserve Amount reaching the Reserve Amount cap, the accumulated Reserve Amount shall automatically and without further action of the Parties be transferred and designated as the Deposit.

Upon such automatic transfer:

the transferred amount shall constitute the Deposit;
the Reserve Amount balance shall reset to zero;
a new Reserve Amount accumulation cycle shall automatically commence.

The Reserve Amount shall again accumulate until reaching the Reserve Amount cap.

If the amount required to restore the Deposit is less than the then-standing Reserve Amount balance, only such lesser amount shall be automatically transferred from the Reserve Amount to the Deposit, and:

the Deposit shall be deemed replenished in full by the amount so transferred;
the Reserve Amount balance shall be reduced by an amount equal to the sum so transferred;
and the Reserve Amount shall thereafter continue to accumulate until it again reaches Reserve Amount cap.

9.8.5 Release Upon Termination

Upon termination for any reason, the Payment Institution shall return to the Merchant the remaining balances of the Deposit, the Rolling Reserve and the Reserve Amount no later than one hundred eighty (180) calendar days following the effective date of termination.

The Payment Institution shall be entitled to deduct from the Deposit, the Rolling Reserve and Reserve Amount any outstanding fees, chargebacks, refunds, penalties, fines, damages, or other amounts owed by the Merchant and/or specified in Clause 9.8.1. This Clause 9.8.5 survives termination of the Agreement.
Any remaining Deposit, the Rolling Reserve and the Reserve Amount balance shall thereafter be remitted to the Merchant.

9.9 Set-Off, Retention and Deduction

In addition to any other rights of the Payment Institution under the Agreement, the Payment Institution may without Merchant’s consent at any time:

(a) set off any amount owed by the Merchant to the Payment Institution against any amount payable by the Payment Institution to the Merchant;

(b) retain, withhold or suspend payment of any Settlement, Reserve Amount, Deposit, Rolling Reserve or other amount payable to the Merchant until the Merchant’s obligations under the Agreement have been fully satisfied; and

(c) deduct from any amounts payable to the Merchant any Fees, Chargebacks, Refunds, fines, penalties, losses, costs, expenses or any other amounts owed by the Merchant under or in connection with the Agreement.

Nothing in this Clause 9.9 limits the Merchant’s obligation to pay immediately any shortfall.

9.10 Transaction Funding Balance

(a) The Merchant shall, within fourteen (14) calendar days following the Effective Date of the MSA, fund and maintain during the term of the Agreement a prefunded transaction funding balance in the amount specified in the MSA (the “Transaction Funding Balance”).

(b) The Transaction Funding Balance is a prefunded operational balance intended solely to enable the Payment Institution to fund, route, settle, or otherwise discharge amounts payable in connection with Client Transactions to Acquirers, Card Associations, Alternative Payment Method Providers, banks, payment service providers, or other relevant third parties.

(c) The Transaction Funding Balance is separate from the Deposit, the Reserve Amount, and the Rolling Reserve and shall not constitute a fee, revenue, or other amount retained by the Payment Institution for its own benefit, except to the extent expressly permitted under the Agreement.

(d) The Merchant shall ensure that the Transaction Funding Balance is replenished promptly and maintained at not less than the level specified in the MSA at all times during the Term. If the Transaction Funding Balance is reduced below the required level, the Merchant shall restore it in full within seven (7) calendar days. Any failure by the Merchant to fund the Transaction Funding Balance timely or to restore the Transaction Funding Balance within seven (7) calendar day period shall constitute a Material Breach of the Agreement.

(e) The Payment Institution may apply the Transaction Funding Balance solely for the purposes described in this Section and may debit, transfer, or otherwise use such balance to perform settlement, routing, funding, payout, or other payment obligations connected with Client Transactions.

(f) Upon termination or expiration of the Agreement, any remaining amount of the Transaction Funding Balance shall be returned to the Merchant in accordance with the same timing and principles as specified in Clause 7.6(c) of the Terms, including but not limited to regarding deductions.

9.11 The Payment Institution reserves the right, at its sole and reasonable discretion, to require the Merchant to implement a corrective action plan in response to identified risks, compliance deficiencies, operational concerns, or patterns of excessive chargebacks, fraud, or other abnormal transaction activity.

The Payment Institution further reserves the right to introduce, amend, or apply additional fees where reasonably necessary to reflect increased risk exposure, operational costs, or changes in the Merchant’s risk profile.

In addition, the Payment Institution may, at any time and without prior notice where justified by risk considerations, adjust its risk mitigation measures, including but not limited to: (i) increasing the Rolling Reserve and/or Reserve Amount, (ii) requiring or increasing a Security Deposit, (iii) extending the settlement cycle and/or (iv) introducing any other actions, which required by court, bank, regulatory authority and/or Card and/or Alternative Payment Methods Association.

Such measures may be implemented individually or cumulatively and shall be determined based on the Payment Institution’s ongoing risk assessment of the Merchant, including but not limited to transaction volume, chargeback ratios, fraud indicators, industry risk classification, and financial stability.

COMPLIANCE MONITORING AND REVIEW

10.1 Monitoring Scope

(a) Limited Monitoring: The Payment Institution may monitor your account, Transactions, business activities, and compliance with these Terms for purposes of: (i) regulatory compliance (AML/CTF, sanctions); (ii) fraud and abuse prevention; (iii) verification of adherence to Prohibited Activities restrictions; (iv) Chargeback and dispute analysis; and (v) credit risk assessment. Monitoring is limited to scope necessary for these compliance and risk management purposes and does not extend to invasive surveillance or data collection unrelated to payment processing;

(b) Information Requests: The Payment Institution may request information or documentation related to your Transactions, Clients, business operations, or compliance at reasonable intervals. You shall provide requested information within three (3) Business Days. Failure to provide information constitutes grounds for suspension or unilateral termination;

(c) Transaction Monitoring: The Payment Institution employs automated and manual monitoring to flag unusual transaction patterns, high-volume activity, geographic anomalies, or indicators of fraud or sanctions violations. Flagged transactions may be subject to additional verification or temporarily delayed pending review;

(d) Monitoring Cooperation: You agree to cooperate with monitoring activities and provide explanations or documentation as reasonably requested;

(e) Test Transactions: The Payment Institution may, at any time, perform test transactions (including small-value or simulated purchases) through the Merchant’s systems to verify functionality, processing integrity, fraud controls, and compliance. Such transactions may be executed in the live environment and are subject to reconciliation or reversal where applicable.

10.2 Disclosures of Merchant Information

(a) Necessary Disclosures: The Payment Institution may disclose your information (business name, URLs, contact details, transaction volume, settlement information) to third parties only to the extent strictly necessary for providing Services or complying with law. Necessary disclosures include:

(i) Acquirers and payment processors involved in processing your Transactions;

(ii) Card Associations (Visa, Mastercard) for compliance reporting and scheme compliance;

(iii) Law enforcement, regulators, or courts in response to lawful requests, warrants, or subpoenas;

(iv) Banks and financial institutions handling Settlement funds;

(v) Fraud prevention and watchlist providers for sanctions and AML screening;

(vi) Professional advisors (attorneys, auditors) on a need-to-know basis;

(vii) Acquirer processors or service providers contractually bound by confidentiality;

(viii) Tax authorities for tax compliance;

(ix) Other Merchants or acquiring banks for dispute resolution or chargeback defense.

(b) Prohibited Disclosures Without Consent: The Payment Institution shall not disclose your confidential business information (pricing, fees, strategies, Client lists, financial data) to third parties without your prior written consent, except as required by law;

(c) Mandatory Law Disclosures: If legally compelled to disclose information (by court order, regulatory demand, or government request), the Payment Institution shall, to the extent permitted by law, provide you prompt notice of the disclosure and the legal basis, allowing you to seek judicial protection if available;

(d) Public Disclosure Prohibited: The Payment Institution shall not publicly announce or disclose that you are using the Payment Institution’s Services without your prior written consent, except as may be required for legal or regulatory compliance.

DATA PROTECTION AND PRIVACY

11.1 Applicable Privacy Laws

Each Party shall comply with all applicable privacy and data protection laws, including: (a) the Personal Information Protection and Electronic Documents Act (PIPEDA) and corresponding provincial privacy legislation; (b) the General Data Protection Regulation (GDPR) to the extent applicable; (c) any other data protection laws in jurisdictions where the Parties operate or Data Subjects reside; and (d) the Personal Health Information Protection Act (PHIPA) in Ontario, if applicable.

11.2 Data Protection Standards

(a) Data Minimization: You shall collect, process, and retain only personal data strictly necessary for payment processing and service delivery;

(b) Consent: You shall obtain explicit, affirmative consent from each Client before collecting, processing, or transferring personal data for payment processing, in compliance with applicable law. You must provide clear, understandable privacy notices;

(c) Data Security: You shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, modification, disclosure, or loss, including encryption, access controls, staff training, and incident response procedures;

(d) Payment Institution Security: The Payment Institution implements industry-standard security measures, including encryption, firewalls, intrusion detection, regular security testing, and staff training. However, no security measures are 100% effective; you acknowledge that data transmission over the internet carries inherent risk;

(e) Retention and Deletion: You and the Payment Institution shall not retain personal data longer than necessary for the purposes of payment processing and compliance. Upon Client request or service termination, personal data shall be securely deleted or de-identified unless retention is required by law;

(f) Third-Party Processors: If either Party engages third-party data processors (cloud providers, service providers), such processors must be contractually bound by data protection obligations equivalent to these Terms and applicable law.

11.3 Data Breach Response

(a) Breach Notification: If a Data Breach occurs affecting personal data of Clients, the affected Party shall immediately notify the other Party and, as required by applicable privacy laws, notify affected Data Subjects and relevant regulators (e.g., provincial privacy commissioners, GDPR authorities) within legal timeframes (typically 24-72 hours);

(b) Cooperation: Both Parties shall cooperate fully in breach investigation, remediation, and regulatory response, including providing timely information, forensic findings, and mitigation measures;

(c) Scope of Disclosure: Disclosures to authorities and affected individuals shall be limited to information strictly required by law. The Payment Institution shall not unnecessarily disclose details beyond what regulators require;

(d) Remedial Measures: The affected Party shall take prompt remedial measures to prevent further unauthorized access, including security enhancements, monitoring, and Client notification;

(e) Liability: Each Party bears responsibility for Data Breaches arising from its own systems, negligence, or failures. The Payment Institution is not liable for Breaches arising from Client or Merchant systems or third-party attacks beyond Payment Institution control (except to the extent liability is mandated by law).

11.4 Cross-Border Data Transfers

If personal data is transferred from the European Economic Area (EEA) or Switzerland to Canada or other jurisdictions outside the EEA, the Parties shall ensure appropriate safeguards, such as: (a) EU-Canada Adequacy Decisions (if applicable); (b) Standard Contractual Clauses (SCCs); (c) Binding Corporate Rules (BCRs); or (d) other mechanisms compliant with GDPR Chapter 5. You remain responsible for ensuring lawful data transfers involving your Client data.

INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Payment Institution’s platform, systems, API, software, documentation, reports, and materials provided to you remain the exclusive property of the Payment Institution or its licensors. You are granted a limited, non-exclusive, revocable license to use such materials solely for payment processing and as necessary to fulfill your obligations under the Agreement. You may not replicate or imitate the visual design, layout, trade dress, “look and feel,” or user-experience elements of any Payment Institution website, API, dashboard, application, or other interface. You may not register, use, or attempt to register any domain name, sub-domain, social-media handle, or other online identifier that is identical or confusingly similar to any trademark, trade name, or domain name owned or used by the Payment Institution. Any failure to comply with, or breach of, any provision of this Clause 12 shall constitute a Material Breach of the Agreement. Except as expressly stated in the Agreement, nothing in these Terms is intended to give any Party any rights in, to or over Intellectual Property Rights of the other Party.

a) any actual or alleged infringement, misappropriation or violation of any Intellectual Property Rights of the Payment Institution or its licensors caused by the Merchant, its shareholders, directors, officers, employees, contractors, affiliates agents, partners or ultimate beneficial owners or any person acting on its behalf;

b) any breach by the Merchant, its shareholders, directors, officers, employees, contractors, affiliates, agents, partners or ultimate beneficial owners or any person acting on its behalf of Clause 12 of the Agreement, including any unauthorised replication, imitation, registration or use described therein;

c) any claim by a third party that the Merchant’s, its shareholders, directors, officers, employees, contractors, affiliates, agents, partners or ultimate beneficial owners use of the Payment Institution’s platform, systems, API, software, documentation, reports or other materials is outside the scope of the licence granted under the Agreement; and

d) any use by the Merchant, its shareholders, directors, officers, employees, contractors, affiliates, agents, partners or ultimate beneficial owners of any domain name, social-media handle, trade name, trademark or other identifier identical or confusingly similar to those of the Payment Institution.

CONFIDENTIALITY

13.1 Confidential Information Protection

(a) Receiving Party Obligations: Each Party (Receiving Party) that receives access to the other Party’s Confidential Information (Disclosing Party) shall:

(i) Limited Use: Use Confidential Information solely for performing obligations or exercising rights under the Agreement;

(ii) Limited Disclosure: Not disclose Confidential Information except to its Personnel who require such information to perform authorized functions and who are bound by confidentiality;
(iii) Security: Maintain reasonable security measures to protect Confidential Information against unauthorized access or disclosure;

(iv) Permitted Disclosures: Disclose Confidential Information only:

To Personnel with need-to-know who agree to comply with confidentiality obligations as if they were parties;
With the Disclosing Party’s prior written consent;
As required by law (with prior notice to Disclosing Party where possible);
To third-party processors bound by confidentiality (Acquirers, processors, tax advisors);
In legal proceedings if subpoenaed (with prompt notice to Disclosing Party).

13.2 Exceptions to Confidentiality

Confidential Information does not include:

(a) Information lawfully in the public domain (other than due to breach of the Agreement);

(b) Information known to the Receiving Party prior to disclosure (evidenced by contemporaneous records);

(d) Information received from a third party without confidentiality obligation;

(e) Information required to be disclosed by mandatory law (with notice as per Section 13.1(iv)).

13.3 Injunctive Relief

You acknowledge that breach of confidentiality may cause irreparable harm not fully compensable by damages. Accordingly, in addition to monetary damages, the Payment Institution is entitled to seek injunctive relief (specific performance orders, restraining orders) to prevent or remedy confidentiality breaches.

13.4 Duration
Confidentiality obligations survive termination of the Agreement for a period of three (3) years, unless information becomes publicly available or exceptions apply.

CHARGEBACKS, DISPUTES, AND FRAUD

14.1 Chargeback Responsibility

(a) Your Responsibility: You are solely responsible for managing and defending against Chargebacks raised by Clients or Card Issuers. You bear 100% of Chargeback amounts and Chargeback processing fees;

(b) Chargeback Rate Monitoring: If your Chargeback rate (Chargebacks as percentage of monthly Transactions) exceeds one point five percent (0.5%), the Payment Institution may: (i) require written explanation; (ii) implement enhanced reserves; (iii) suspend new Transaction processing pending investigation; or (iv) terminate the Agreement;

(c) Chargebacks Assistance: The Payment Institution may, at its discretion, assist in defending against Chargebacks by providing documentation, transaction records, or Client information. However, you remain responsible for ultimately resolving Disputes;

The Payment Institution may delay the Transaction at its sole discretion in case of any Chargebacks or Refunds.

14.2 Merchant Disputes with Clients

You shall handle all disputes between yourself and your Clients regarding Transaction legitimacy, goods/services quality, delivery, or refunds. The Payment Institution shall not be involved in any Merchant-Clients disputes of whatsoever nature and does not mediate Merchant – Client disputes except as required by law or card scheme rules. Failure to resolve disputes may result in Chargebacks.

You shall respond promptly to all enquiries, complaints, and requests raised by your Clients and shall use best efforts to resolve any disputes quickly, fairly, and amicably.

You shall be solely responsible for handling and resolving directly with the relevant Client all Client complaints, claims, disputes, and requests relating to Transactions, Refunds, Chargebacks, delivery, quality, performance, legality, or any other aspect of the your products and/or services offered by you.

The Payment Institution shall have no responsibility or liability for any Client complaints, claims, disputes, or losses arising out of or in connection with: (i) your Products and/or services; (ii) any representations, statements, or omissions made by you; or (iii) any business relationship between you and any Client. Except where required by applicable law or Card Scheme Rules, the Payment Institution shall not be obliged to intercede in, investigate, or mediate any such complaint, claim, or dispute.

If Client complaints, enquiries, Refunds, or Chargebacks occur with a frequency, volume, or pattern which, in the Payment Institution’s reasonable opinion, indicates an elevated operational, financial, legal, regulatory, or reputational risk, the Payment Institution may require the Merchant to provide explanations, supporting information, any documentation Payment Institution deems necessary at its sole discretion and remediation measures and may exercise any of its rights under these Terms.

Without prejudice to any other rights or remedies of the Payment Institution under these Terms, the Payment Institution may charge the Merchant applicable Fees and/or require reimbursement of any costs, expenses, losses, Chargebacks, Refunds, or other amounts incurred by the Payment Institution in connection with excessive Client enquiries, complaints, Refunds, or Chargebacks, disputes or deduct them from the Settlement.

14.3 Fraud Prevention and Reporting

(a) Your Fraud Prevention: You shall implement reasonable fraud prevention measures and promptly report suspected fraudulent Transactions to the Payment Institution;

(b) Payment Institution Investigation: The Payment Institution may investigate suspected fraud and may, at its discretion, decline to process suspicious Transactions or request additional information;

(c) Fraudulent Transaction Indemnity: You shall indemnify the Payment Institution for all Losses directly arising from Transactions you processed that were later determined to be fraudulent, where fraud was directly attributable to your failure to implement reasonable fraud prevention or your authorization of a fraudulent Client.

LIMITATION OF LIABILITY

15.1 Liability Caps

(a) Payment Institution Liability Limit: The Payment Institution’s aggregate liability to you arising from breach of the Agreement, negligence, or any other cause (except gross negligence, willful misconduct, or fraud by the Payment Institution) is limited to the lesser of: (i) actual direct Losses incurred by you; or (ii) the total Fees paid or payable by you to the Payment Institution in the six (6) months immediately preceding the act or omission giving rise to liability.

(b) Your Liability: The Merchant shall be fully liable to the Payment Institution for any and all losses, damages, costs, expenses, fines and penalties, including but not limited those imposed by any regulatory authority, chargebacks, claims and liabilities arising out of or in connection with the Merchant’s breach of the Agreement, violation of applicable law, negligence, fraud, wilful misconduct, or the use of the Services. For the avoidance of doubt, the Merchant’s liability under this Agreement shall be unlimited and shall not be subject to any limitation or cap, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.2 No Liability for Third-Party Actions

The Payment Institution is not liable for: (a) actions, decisions, or delays by Card Issuers, Acquirers, Card Associations, APM Providers, or other third-party processors; (b) funds held or delayed by banks, Acquirers, or payment processors (the Payment Institution’s liability is limited to commercially reasonable efforts to remit Settlement); (c) network failures, internet outages, or telecommunications failures; (d) force majeure events (war, natural disaster, pandemic, etc.); (e) Client disputes, chargebacks, or fraudulent Client actions; or (f) regulatory action or sanctions enforcement by government authorities.

15.3 Warranties and Remedies

The Payment Institution warrants that the Services are provided in a professional manner consistent with industry standards, but does not warrant that: (a) Services will be error-free or uninterrupted; (b) all Transactions will be approved; (c) the Payment Institution’s systems will be 100% available; or (d) the API will function flawlessly.

Your sole remedy for Service failures is the right to: (i) receive technical support and remediation; or (ii) receive a credit or refund of Fees for demonstrably failed Services (if applicable).
The rights and remedies provided in the Agreement are cumulative with and not exclusive to the rights and remedies provided by law independently of the Agreement.

15.5 Carve-Outs from Limitations

Liability limitations do not apply to: (a) gross negligence or willful misconduct; (b) fraud; (c) confidentiality breaches (which may trigger injunctive relief); (d) payment obligations under these Terms; (e) either Party’s indemnification obligations; or (f) to the extent liability limitations are prohibited by applicable law.

INDEMNIFICATION

16.1 Payment Institution Indemnity

The Payment Institution agrees to indemnify the Merchant and save it harmless against any and all liabilities, including judgments, costs and expenses arising out of or resulting from any negligence or willful misconduct in relation to the Payment Institution’s performance of Payment Institution’s Services under the Agreement.

For the avoidance of doubts, the Payment Institution is not liable for indemnified claims arising from your breach, your Client actions, or your Transactions and shall not indemnify you and save you harmless against any and all liabilities arising from your breach, your Client actions, or your Transactions.

16.2 Merchant Indemnity

You shall indemnify the Payment Institution, its affiliates, officers, directors, employees, and agents from and against all Losses, claims, damages, and expenses (including reasonable attorney fees) arising from or resulting from:

(a) Your Breach: Your breach of any provision of these Terms including any representations, warranties or covenants or any inaccuracy or change in the Merchant’s details not properly notified to the Payment Institution;

(b) Your Fraud or Illegality: Any breach of applicable laws, regulations or card scheme rules by the Merchant, including but not limited to AML, KYC, GDPR, PCI DSS. Your engagement in fraud, money laundering, sanctions violations, or unlawful activity or unauthorized transactions processed through the Merchant’s account;

(c) Prohibited Transactions: Your processing of Transactions in violation of these Terms, including Prohibited Activities, Prohibited Jurisdictions, or from sanctioned persons;

(d) Your Chargebacks and Fraud: Chargebacks, refunds, or fraud losses directly attributable to your actions or omissions (excluding Payment Institution processing errors);

(f) Your IP Infringement: Primary Website or Supplementary URLs or content infringing third-party intellectual property, causing the Payment Institution to incur claims;

(g) Your Data Practices: Your violation of privacy laws or improper handling of Client personal data;

(h) Your Fines: Regulatory fines, penalties, or sanctions imposed on the Payment Institution as a direct result of your violations, conduct, or non-compliance, any taxes, duties or levies assessed against the Payment Institution due to the Merchant’s actions;

(i) Client Disputes: Disputes, claims, or litigation by Clients arising from your sale of goods/services, your business conduct, or your representations (the Payment Institution is not liable for merchant-customer disputes);

(j) Third-Party Claims: Any third-party claim arising from your business, your Transactions, your Client relationships, or your conduct.

Limitations: Your indemnification does not cover Losses arising from Payment Institution negligence, the Payment Institution’s own intentional breaches, or third-party actions unrelated to your Transaction or business.

16.3 Indemnification Procedures

The Merchant shall, at the Payment Institution’s request, promptly take all reasonable steps to mitigate any Losses and cooperate fully in the defense of any claims, including providing information and evidence.

To receive indemnification: (a) promptly notify the other Party of the Claim; (b) provide reasonable cooperation and information; (c) allow the other Party to assume defense (if applicable); (d) do not settle without the other Party’s written consent. The indemnifying Party shall defend with counsel of its choice (reasonably acceptable to the indemnified Party).

TAXES

17.1 Tax Responsibility

All fees, charges, and any other amounts payable under these Terms and the Agreement are stated exclusive of any and all taxes, duties, levies, or similar governmental charges of any nature whatsoever, including without limitation any GST, HST, PST, VAT, sales, withholding taxes, or any other indirect or consequential taxes (hereinafter – “Taxes”) imposed by any governmental authority.

(a) Each Party’s Taxes: Each Party is solely responsible for: (i) all Taxes imposed on it under applicable law; and (ii) all taxes related to Transactions and fees under the Agreement;

(b) Other Taxes: Any other taxes or levies are withheld and deducted from amounts owed in strict accordance with applicable law. Either Party may be required to withhold taxes on amounts paid to the other Party. The withholding Party shall provide tax documentation as required by applicable law;

(c) Tax Exemptions: If you are exempt from taxation (non-profit, government entity, tax-exempt organization), you must provide valid documentation (exemption certificate, tax ID) to the Payment Institution. Absent valid documentation, tax withholding applies;

(d) No Tax Advice: The Payment Institution provides no tax advice. You should consult with your tax advisor regarding your tax obligations, treatment of Settlement amounts, and any required reporting.

17.2 Merchant Tax Compliance Indemnity

You shall indemnify the Payment Institution for all Losses (including penalties, interest, legal costs) arising from: (a) your failure to comply with tax obligations; (b) your failure to remit withheld taxes to authorities; (c) your misrepresentation of tax status; or (d) regulatory action against the Payment Institution due to your tax violations or improper tax reporting.

GOVERNING LAW AND DISPUTE RESOLUTION

18.1 Governing Law

Depending on which legal entity on our side is specified in your MSA, the following governing law and dispute resolution forum shall apply to you:

These Terms and MSA are governed by Canadian law. Disputes and controversies arising from the performance of the obligations hereunder shall be resolved by negotiations.

If the Parties have not come to a settlement or in case either Party avoids conduct of negotiations, any dispute, whether contractual or non-contractual, arising out of or in relation to these Terms and MSA, including any question regarding its existence, validity or termination, may be filed to the Courts of Canada.

18.2 Jurisdiction and Venue

You irrevocably submit to the exclusive jurisdiction of the bodies mentioned in Clause 18.1 above and waive any objection to the venue.

18.3 Dispute Resolution Process

Prior to commencing legal proceedings:

(a) Good Faith Negotiation: The Parties shall attempt to resolve disputes amicably through good-faith negotiation between senior representatives for a period of not less than thirty (30) days;

(b) Escalation: If negotiation does not resolve the dispute within thirty (30) days, either Party may initiate mediation or arbitration (if both agree) or proceed to litigation;

(c) Continued Performance: Except for payment disputes, the Parties shall continue performing their obligations during dispute resolution unless performance is impossible or illegally precludes.

18.4 Litigation

If dispute is not resolved through negotiation within thirty (30) days, either Party may commence legal proceedings in the appropriate venue. Each Party bears its own legal costs unless a court awards costs to the prevailing party.

18.5 Confidentiality of Disputes

Each Party shall maintain confidentiality of dispute-related information, including settlement terms, unless: (a) disclosure is required by law or court order; (b) disclosure is necessary for regulatory compliance; or (c) disclosure is required for enforcement of a judgment.

18. NOTIFICATION OF CHANGES18.1

Each Party must immediately notify the other of any changes to contact details, legal address, email, bank account, beneficial ownership, or key personnel. Each notice given to a Party under or in connection to the Agreement must be addressed to that Party’s last notified address (or as otherwise notified in writing by the recipient Party to the other Party from time to time). If the Merchant fails to notify the Payment Institution of any change to the details, then any notice, correspondence, amendment, supplement, additional agreement or other document subsequently served by the Payment Institution or executed by the Merchant using such details shall be deemed fully valid and binding. The Merchant shall have no right to challenge the validity of such service, execution, the authorized status of any signatory, company name, registered address, or any other company details on the grounds that such details were outdated or inaccurate.

RELATIONSHIP OF PARTIES

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither Party has authority to bind the other or incur obligations on the other’s behalf without express written consent. Each Party is responsible for its own taxes, employment obligations, and business operations.

Each Party must pay its own fees, costs and expenses incurred by the said Party, regarding to or in connection with the negotiation, preparation, execution, delivery and completion of the Agreement and the transactions contemplated by the Agreement including without limitation its own legal, accounting and corporate advisory fees.

ENTIRE AGREEMENT

The executed Merchant Service Agreement incorporated these Terms constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

No course of dealing, trade practice, or course of performance varies these Terms unless expressly amended in writing and signed by both Parties.

SEVERABILITY

If any provision of these Terms is found by a court to be invalid, unenforceable, or in violation of law, such provision is severed. The remaining provisions continue in full force and effect. If severing a provision materially alters the bargain, the Parties shall in good faith negotiate a replacement provision achieving the original economic purpose to the maximum extent permitted by law.

FORCE MAJEURE

Neither Party is liable for failure to perform due to events beyond reasonable control, including acts of God, war, terrorism, pandemic, government action, infrastructure failure, or natural disaster. The affected Party shall provide prompt notice and use commercially reasonable efforts to mitigate impact and resume performance. If force majeure persists for more than sixty (60) days, either Party may terminate without penalty.

WAIVER AND EXERCISE OF A RIGHT

Failure by either Party to enforce any provision is not a waiver of that provision or any other provision. A waiver of one breach does not waive subsequent breaches. Waivers must be in writing and signed by an authorized representative.
A Party may exercise a right at its discretion and separately or together with another right. If a Party exercises a single right or only partially exercises a right, then that Party may still exercise that right or any other right later. If a Party fails to exercise a right or delays in exercising a right, then that Party may still exercise that right later.

NON-CIRCUMVENTION

24.1 The Merchant shall not, during the term of the Agreement and for 12 months following its termination or expiry for any reason, directly or indirectly (including through any group company, subsidiary, parent company, entity under common control with the Merchant, or any active or former director, active or former officer, active or former employee, active or former agent, active or former intermediary or representative), without the prior written consent of the Payment Institution:

(a) avoid, bypass, interfere with, or otherwise circumvent the Payment Institution, whether in whole or in part, by engaging in any Services-Related Payment Processing Activities with any introduced contact, whether on materially similar or alternative commercial terms; or

(b) solicit, initiate discussions with, negotiate with, contract with, onboard, or otherwise obtain or attempt to obtain Services Related Payment Processing Activities from any introduced contact, directly or indirectly, including for the benefit of any third party.

For the avoidance of doubt, any transaction, arrangement, or cooperation with an Introduced Contact that results in the Merchant (or any related party) receiving services substantially similar to the Services shall be presumed to constitute circumvention, unless the Merchant proves otherwise.

24.2 Group and Associated Persons The Merchant shall ensure that any persons acting on its behalf and any entity that directly or indirectly controls, is controlled by, or is under common control with the Merchant fully complies with Clause 25.1. Any act or omission of any such person or entity that would constitute a breach of Clause 25.1 shall be deemed a breach by the Merchant, irrespective of whether the Merchant had knowledge of, or directly benefitted from, such act or omission.

24.3 Limited Exceptions Clause 25.1 shall not apply solely to:

(a) a pre-existing relationship between the Merchant (or any entity that directly or indirectly controls, is controlled by, or is under common control with the Merchant) and the relevant third party that: (i) arose and existed prior to the Effective Date of the Agreement; (ii) was fully and accurately disclosed to the Payment Institution in writing, either prior to or during the negotiations of the Agreement, and in any event before the Payment Institution introduced or otherwise made available such third party to the Merchant; and (iii) is clearly evidenced by contemporaneous written records reasonably acceptable to the Payment Institution; provided that any relationship held solely by an individual (including any present or former director, officer, employee, consultant, contractor, agent, intermediary, or representative) shall not qualify as a pre-existing relationship unless such relationship was established and maintained on behalf of the Merchant and satisfies items (i)-(iii) above;

(b) activities with a third party that are clearly and demonstrably unrelated to the Services, do not involve Services-Related Payment Processing Activities, and are outside the scope of the Merchant’s business conducted under the Agreement; or

(c) a relationship independently developed by the Merchant after the Effective Date, without any use of the Payment Institution’s Confidential Information, without reliance on the Payment Institution’s involvement, and without any causal connection (direct or indirect) to the introduction or services provided by the Payment Institution.

25.4 Remedies The Merchant acknowledges and agrees that any breach of Clause 25.1 may cause irreparable harm to the Payment Institution for which damages alone may be an inadequate remedy.
Accordingly, without prejudice to any other rights or remedies available at law or in equity, the Payment Institution shall be entitled to:

(a) seek injunctive relief, specific performance, or any other equitable remedy; and

(b) recover all losses, damages, lost profits, costs, and expenses (including reasonable legal fees) arising out of or in connection with such breach.

ASSIGNMENT AND SUCCESSORS

(a) No Assignment by Merchant: You may not assign, transfer, or delegate any rights or obligations under these Terms without the Payment Institution’s prior written consent. Any attempted assignment is void;

(b) Payment Institution Assignment: The Payment Institution may assign or transfer its rights and obligations to an affiliate, successor, or acquirer without your consent, provided the assignee agrees to assume the Agreement’s obligations;

CONTACT AND SUPPORT

For questions, disputes, or technical support, please contact:

Email: [email protected] | [email protected]

Address: Advanced Payment Solutions Canada Inc., Unit 1 – 442 2nd Avenue, Fernie, British Columbia, V0B 1M0, Canada
Portal: aps.money

ACKNOWLEDGMENT OF TERMS

By executing the MSA or by using the Payment Institution’s Services, you acknowledge that:
(a) You have read, understood, and agree to be bound by these Terms;
(b) You have had the opportunity to consult with legal counsel;
(c) You are authorized to bind your entity;
(d) You acknowledge these Terms are a legal, binding, and enforceable contract.

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