Terms & Conditions
for the provision of API technology, open banking technical services, and facilitation of BaaS services by a Partner (where applicable).
1. Purpose and scope
These terms and conditions (the Agreement) govern the provision of proprietary API technology and open banking technical services by the Provider to the Merchant, including access to payment initiation services delivered by the Provider’s Partner and, where applicable, Banking-as-a-Service (BaaS) functionality. By accessing or using any part of the Services, the Merchant confirms that it has read, understood, and accepted this Agreement and agrees to comply with all applicable legal and regulatory requirements.
2. Background
This Agreement defines the legal relationship between the Provider and the Merchant.
The Provider is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business. Under this Agreement, the Provider grants the Merchant access to its Services and to the payment initiation services provided by the Provider’s Partner.
3. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set out below:
Business Day – any calendar day other than a Saturday, Sunday, or an official bank holiday in Canada or a public holiday in the jurisdiction where the Merchant is incorporated or registered.
Customer / End User – any individual or entity that purchases goods and/or services from the Merchant and initiates a payment using the payment initiation functionality made available through the Services.
Data Protection Laws – the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) (PIPEDA), together with all related regulations, statutory instruments, regulatory requirements, and any other applicable privacy or data protection legislation.
Dispute – any claim, complaint, or objection raised by a Customer in connection with goods or services offered by the Merchant, which is received and formally recorded through the Provider’s official communication channels.
Effective Date – the date specified on the first page of this Agreement on which it becomes legally binding.
Intellectual Property Rights – all intellectual property and proprietary rights of any nature whatsoever, whether registered or unregistered, including patents, copyrights, trademarks, service marks, trade names, software rights, database rights, trade secrets, know-how, and all applications, renewals, extensions, and similar rights worldwide.
Merchant Profile – the collection of information, declarations, and documents submitted by the Merchant to the Provider during onboarding and throughout the term of this Agreement, detailing the Merchant’s ownership structure, management, business activities, and any other information reasonably required by the Provider, as updated from time to time.
Service Portal – the Provider’s online platform, interface, or dashboard operated under its domain, through which the Merchant accesses, manages, and monitors the Services.
Provider’s Partner – a third-party entity cooperating with the Provider that is duly licensed or authorized as a payment institution or electronic money institution to deliver Payment Initiation Services, whose identity and applicable terms are disclosed to End Users during the payment flow.
Payment Initiation Services (or Payment Services) – an electronic service enabling the initiation of a payment order at the request of an End User in relation to a payment account held with another payment service provider, in accordance with applicable legal and regulatory requirements.
Payment Transaction – any payment operation initiated through the Payment Initiation Services, whether executed as a single, recurring, bulk, or variable transaction.
Regulatory Authorizations – all licenses, approvals, permissions, registrations, consents, or exemptions required under applicable laws and regulations for the lawful performance of this Agreement.
4. Fees and Taxes
4.1. All applicable fees and other justified amounts are due and payable to Provider by means of set off immediately upon settlement of the applicable total amount of funds from executed Payment Transactions that shall be transferred by the Provider to the Merchant.
4.2. In exchange for the provision of the Services, the Merchant agrees to pay the fees and commissions set out in Section 5 (Commissions Schedule) of this Agreement.
4.3. Any amounts payable by the Merchant to the Provider that remain outstanding after the applicable due date shall accrue interest at a rate of 0.5% (zero point five percent) per month, calculated until full payment is received.
4.4. The Parties acknowledge that a Payment Transaction may be challenged, disputed, or otherwise rendered invalid. In the event of a Dispute or an invalidated Payment Transaction, the Merchant shall bear full responsibility for all applicable Dispute-related fees or charges arising in connection with such Dispute, in accordance with the terms of this Agreement.
4.5. Unless expressly stated otherwise, all fees and commissions are quoted exclusive of any applicable taxes. The Merchant is solely responsible for determining whether any taxes apply to payments received from Customers and for the accurate reporting and remittance of such taxes to the relevant tax authorities.
4.6. From time to time, Customers may be subject to bank charges (depending on jurisdiction) or additional fees associated with the provision of the Services or related administrative costs charged directly by the Provider. Such charges may include, without limitation, fees for the provision of information in paper or alternative formats, courier or delivery services requested by a Customer, or other ancillary costs. The applicable terms, conditions, and amounts of any such charges payable by Customers shall be communicated by the Provider to Customers in a manner deemed appropriate by the Provider and in compliance with applicable law.
5. Commissions Schedule
5.1. The Parties acknowledge that the Merchant’s settlement details may change from time to time. The Merchant is responsible for ensuring that all settlement information provided to the Provider remains accurate and up to date. Upon execution of this Agreement, and thereafter upon any change, the Merchant shall submit or update its settlement details using only the designated email addresses specified in the Order Form (for the Merchant) and in Section 13.9 (for the Provider) (the “Designated Email Addresses”). For the avoidance of doubt, settlement updates shall be sent exclusively from the Merchant’s Designated Email Address to the Provider’s Designated Email Address.
5.2. The Provider shall rely solely on settlement detail change instructions received from the Merchant’s Designated Email Address as specified in the Order Form. Any payment detail change request received from a different email address shall be deemed unauthorized, and the Merchant shall indemnify the Provider against any losses, liabilities, or damages arising from unauthorized communications or failure to comply with this requirement.
5.3. Payment Terms for the Services
I. Merchants Using BaaS Services of the Provider’s Partner
Settlement:
Settlement payouts, net of all applicable fees and commissions payable to the Provider and the Provider’s Partner, shall be made on a weekly or bi-weekly basis, subject to a minimum settlement amount of EUR 1,000.00. Payouts shall be executed no later than Thursday following the applicable reporting week(s). If the scheduled payout date falls on a bank holiday in Canada, the payout shall be made on the next Business Day.
If, following integration, the Merchant does not commence live transactions or fails to achieve a monthly transaction volume of EUR 100,000, a fixed monthly fee of EUR 5,000 shall apply until such threshold is met. The Provider shall invoice the Merchant for the applicable fee.
II. Merchants Not Using BaaS Services of the Provider’s Partner
Incoming payments:
Fees for incoming payments shall be calculated on a monthly basis. The Provider shall issue an invoice for the applicable reporting month within ten (10) days following the end of such month, and the Merchant shall pay the invoice within fifteen (15) days from the date of receipt, using the bank details specified therein.
Outgoing payments:
Fees applicable to outgoing payments, as specified in the Order Form, shall be automatically deducted by the Provider from the Merchant’s payout balance at the time each outgoing Payment Transaction is executed.
If the payout balance is insufficient to cover the outgoing Payment Transaction and the applicable fee, the Merchant shall promptly fund the payout balance with the required amount. Until such funding is completed, the Provider shall be entitled to suspend outgoing payments.
Where the Merchant uses its own bank account for payouts, outgoing payment fees shall be calculated on a monthly basis. The Provider shall invoice the Merchant within ten (10) days following the end of the reporting month, and payment shall be due within fifteen (15) days from receipt of the invoice.
6. Merchant Representations and Warranties
The Merchant hereby represents, warrants, and undertakes that:
A. Authority, Accuracy, and Use of Services
1. It has full legal capacity, authority, and corporate power to enter into and perform this Agreement, and that all information submitted to the Provider through the Access Platform or otherwise, including information contained in the Merchant Information File, is accurate, complete, and not misleading.
2. It shall use the Services and Payment Services, and accept payments from Customers, solely in connection with the goods and/or services that correspond to the business activities disclosed in its Merchant Information File and approved during onboarding.
3. It shall not implement, integrate, or make use of the Services unless and until it has fully complied with all technical, operational, and compliance requirements communicated by the Provider.
4. It shall not process Payment Transactions, receive funds, or redirect payments on behalf of any third party, except where such activity is expressly required by applicable law.
B. Legal, Regulatory, and Financial Compliance
5. It shall comply with the terms of this Agreement, including all addenda, schedules, and related documents, and shall at all times act in accordance with all applicable laws and regulatory requirements in every jurisdiction in which it is incorporated, licensed, or conducts business.
6. It complies, and shall continue to comply, with all applicable consumer protection, anti-money laundering, and counter-terrorism financing laws, including requirements relating to customer identification, transaction monitoring, and the prevention of bribery, terrorism financing, or other unlawful activities.
7. It shall comply with all applicable anti-bribery, anti-corruption, fraud prevention, and similar laws and regulations in connection with the performance of this Agreement. In the event of a breach of this obligation, the Provider reserves the right to terminate this Agreement with immediate effect by written notice, without prejudice to any rights or obligations accrued prior to termination.
8. It shall timely pay all applicable fees, commissions, and taxes due under this Agreement.
C. Information, Cooperation, and Notifications
9. It shall promptly provide the Provider with all information reasonably requested in connection with this Agreement, including updated corporate records, financial statements, and details of incoming or outgoing transactions, and shall not submit any information that is false, inaccurate, incomplete, or misleading.
10. It shall cooperate fully and without undue delay with any audit, inquiry, or investigation relating to the Services or Payment Services provided under this Agreement.
11. Upon receipt of a request from the Provider, it shall provide copies of all requested compliance documentation, transaction-related records, or other materials that the Provider or the Provider’s Partner is entitled to request under this Agreement, within seven (7) Business Days, via electronic means, registered mail, the Access Platform, or any other verifiable delivery method.
12. It shall notify the Provider in writing, without undue delay and in any event no later than seven (7) Business Days, of any changes to its legal status, corporate details, authorized signatories, business activities, or any other information that may materially affect the performance or validity of this Agreement, including updates to the Merchant Information File. The Merchant shall bear full responsibility for any consequences resulting from a failure to provide such information in a timely manner.
D. Fraud Prevention, Disputes, and Confidentiality
13. It shall promptly inform the Provider of any confirmed or suspected instances of fraud relating to Payment Transactions and shall not submit any payment request that it knows or reasonably believes to be fraudulent, unauthorized by the Customer, or initiated for an unlawful purpose. For the purposes of this Agreement, the Merchant shall be fully responsible for the actions and omissions of its employees, agents, and representatives.
14. In the event of a Dispute, it shall comply with all procedures and requirements set out in the Provider’s Complaints Policy and any instructions issued by the Provider in relation thereto.
15. It shall not disclose to any third party any information relating to the performance of this Agreement, except where such disclosure is required for anti-fraud purposes or mandated by applicable law. Where disclosure is required, the Merchant shall notify the Provider in advance, where reasonably practicable, or as soon as reasonably possible thereafter.
E. No Provider Responsibility for Merchant Goods or Services
16. It acknowledges and agrees that the Provider does not, under any circumstances, act as a seller, buyer, distributor, agent, broker, intermediary, or representative of the Merchant or its products or services, and that the Provider makes no representations, warranties, or guarantees regarding the quality, safety, legality, or suitability of the Merchant’s goods or services.
7. Representations and Warranties of the Provider
The Provider represents and warrants that:
A. Service Delivery and Operational Standards
1. It shall deliver the Services in a professional, diligent, and timely manner, exercising reasonable skill and care, and in compliance with the terms of this Agreement and all applicable laws and regulatory requirements.
2. It shall promptly remedy any error attributable to the Provider and shall communicate, without undue delay, any issues that it reasonably believes may materially affect the Merchant’s business operations.
B. Transaction Authorization and Lawful Processing
3. It shall treat a Payment Transaction as authorised solely where the Customer has provided valid consent to execute such transaction. Where no such consent has been given, the Payment Transaction shall be deemed unauthorised and shall not be processed. The Merchant acknowledges that the Customer may withdraw consent at any time prior to execution of the relevant Payment Transaction.
4. It shall ensure that Payment Transactions are processed lawfully and that appropriate technical and organizational measures are in place to safeguard data security and integrity, in accordance with applicable laws and regulations, including Data Protection Laws.
C. Transparency and Dispute Facilitation
5. It shall ensure that End Users are provided, during the payment flow, with clear information identifying the Provider’s Partner delivering the Payment Services, together with the applicable terms and conditions governing such Payment Services.
6. It shall facilitate an effective Dispute resolution process and act as an impartial mediator between the parties involved, while not assuming the role of a party to any Dispute.
8. Measures the Provider May Take
A. Circumstances Giving Rise to Protective Measures
For the purpose of mitigating the risk of reversals, Disputes, penalties, fines, or other liabilities, the Provider or the Provider’s Partner may act where any of the following circumstances arise:
1. the Provider or the Provider’s Partner reasonably determines that a Payment Transaction processed under this Agreement presents an elevated or abnormal level of risk;
2. the Provider or the Provider’s Partner reasonably suspects that the Merchant has breached, or may be in breach of, this Agreement;
3. the Provider identifies a material change in the Merchant’s business activities and reasonably believes that such change may adversely affect the Provider’s or the Provider’s Partner’s compliance with applicable law, internal policies, the status of required Regulatory Authorizations, or the Provider’s reputation.
B. Actions Available to the Provider and the Provider’s Partner
Where any of the circumstances described above apply, the Provider or the Provider’s Partner shall be entitled to take one or more of the following actions, without incurring liability:
4. suspend, in whole or in part, the Merchant’s access to the Services and/or Payment Services at any time. Where practicable, the Provider shall use reasonable efforts to notify the Merchant in advance of such suspension, or otherwise promptly thereafter, unless notification would compromise security measures or is prohibited by law;
5. decline or refuse to process any Payment Transaction, whether to comply with applicable legal or regulatory requirements, to protect the Provider’s legitimate commercial interests, or to prevent fraud, money laundering, terrorist financing, or other unlawful activity;
6. reverse or cancel any Payment Transaction, including returning funds to the originating bank account where appropriate, if such transaction violates or is reasonably suspected to violate this Agreement or any applicable laws or regulations.
C. Additional Measures Applicable to BaaS Services
Where the Merchant uses Banking-as-a-Service (BaaS) Services provided by the Provider’s Partner, the Provider’s Partner may, to the extent reasonably necessary to manage risk or potential liability, hold the Merchant’s funds or suspend or restrict the Merchant’s account.
D. Information Requests and Ongoing Disclosure Obligations
Prior to execution of this Agreement and at any time during its term, the Provider may request information or documentation relating to the Merchant’s business activities, ownership, or identity verification, in accordance with applicable anti-money laundering and regulatory obligations. The Merchant agrees to cooperate fully and to provide all requested information and documents within a reasonable timeframe, and in any event no later than ten (10) days from receipt of such request.
Such information may include, without limitation, descriptions of the Merchant’s business model and activities; goods or services offered; client and partner information; applicable licenses; corporate structure and governance arrangements; risk management procedures; AML/CTF and PCI DSS compliance documentation; credit reports; source of funds or wealth; financial statements; tax filings; and identification documents.
The Merchant shall promptly notify the Provider of any material changes to the foregoing information when such changes occur or are reasonably anticipated, including by updating the relevant information through the Access Platform or in accordance with Section 13.9 of this Agreement.
9. Disputes
A. Allocation of Responsibility and Role of the Provider
1. The Merchant acknowledges and agrees that any Dispute arising in connection with the Merchant’s goods or services constitutes a matter solely between the Merchant and the Customer. The Merchant bears full responsibility for all Disputes and shall promptly reimburse the disputed amount, together with any applicable fines, fees, or commissions, where the Merchant is unable to demonstrate that the relevant Payment Transaction was lawful and executed in accordance with the contractual arrangement between the Merchant and the Customer.
2. The Provider shall facilitate the Dispute resolution process by acting as a neutral mediator and implementing appropriate procedures aimed at achieving a fair and reasonable outcome for all parties. The Merchant acknowledges that the Provider is neither a party to any Dispute nor liable for any losses, claims, or damages arising from such Disputes.
B. Cooperation and Procedural Compliance
3. The Merchant agrees to comply with all Dispute resolution procedures, instructions, and timelines communicated by the Provider on a case-by-case basis and to cooperate fully with the Provider’s representatives by supplying all information and documentation reasonably required to support the resolution process.
4. The Merchant shall cooperate fully with the Provider in relation to all Disputes and shall provide all information and documentation reasonably requested within the timeframes specified by the Provider. The obligations set out in this section shall survive termination of the Agreement for a period of one (1) year.
C. Complaint Notification and Response Options
5. Upon receipt and formal recording of a Customer complaint, the Provider shall notify the Merchant of any applicable response deadlines, which shall in no event exceed fifteen (15) working days.
6. Within the specified timeframe, the Merchant may:
a. resolve the Customer’s complaint by approving a refund, in which case the applicable commission as set out in the Commissions Schedule (Section 5) and the full amount of the relevant Payment Transaction shall be returned to the Customer; or
b. submit to the Provider, as soon as reasonably practicable and in any event no later than two (2) Business Days following receipt of the Provider’s request, all information and evidence the Merchant considers relevant to demonstrate that the disputed Payment Transaction was lawful and carried out in accordance with the agreement between the Merchant and the Customer.
D. Review, Escalation, and Regulatory Referral
7. The Provider shall review the evidence provided in accordance with applicable laws, regulations, and industry standards and shall inform both the Merchant and the Customer of its determination, together with the rationale for such determination.
8. Where either party to a Dispute considers the outcome to be unfair or inequitable, that party may refer the matter to the relevant competent authority in accordance with applicable law.
E. Complaints Involving Payment Initiation Services
9. Where the Merchant receives a complaint from an End User relating to the provision of Payment Initiation Services or any other matter for which the Provider may bear responsibility under applicable law, the Merchant shall notify the Provider as soon as reasonably practicable and in any event no later than two (2) working days from receipt of such complaint. The Merchant shall also promptly forward to the Provider all information and documents in its possession relating to the complaint.
10. Personal Data, Intellectual Property, and Confidentiality
A. Data Protection Framework
1. The Parties agree to comply with the Data Protection Agreement set out in Section 14, which forms an integral part of this Agreement. In the event of any inconsistency, the terms of the Data Protection Agreement shall prevail with respect to matters relating to data protection and privacy.
B. Ownership of Intellectual Property
2. Except as expressly provided in this Agreement, each Party retains all right, title, and interest in and to its respective products, services, and Intellectual Property Rights.
C. Licensed Use of Provider Trademarks
3. Subject to the terms of this Agreement, the Provider grants the Merchant a limited, revocable, non-exclusive, and non-transferable license to use the Provider’s trademarks solely for the purpose of identifying the Provider’s Payment Services during the term of this Agreement.
4. No other intellectual property rights are granted, whether by implication or otherwise.
5. The Merchant shall not, during or after the term of this Agreement, challenge, impair, or assert any rights in the Provider’s Intellectual Property Rights.
6. Upon expiration or termination of this Agreement, the Merchant shall immediately cease all use, display, and promotion of the Provider’s trademarks.
D. Confidential Information
7. In the course of performing their obligations under this Agreement, either Party may disclose to the other certain confidential or proprietary information, including information relating to the Services, technology, processes, know-how, or business plans (collectively, “Confidential Information”), all of which shall remain the confidential property and trade secrets of the disclosing Party.
E. Information Excluded from Confidentiality
8. Confidential Information shall not include information that:
a. is publicly available at the time of disclosure;
b. becomes publicly available after disclosure through no breach of this Agreement or any third-party confidentiality obligation;
c. was lawfully known to the receiving Party prior to disclosure; or
d. is independently developed by the receiving Party without reference to the Confidential Information.
F. Obligations of the Receiving Party
9. As a condition of receiving Confidential Information, the receiving Party shall:
a. not disclose such Confidential Information, directly or indirectly, to any third party;
b. use the Confidential Information solely for the purpose of performing its obligations under this Agreement, unless otherwise authorized in writing by the disclosing Party;
c. disclose Confidential Information only to employees or agents who have a legitimate need to know for internal business purposes;
d. ensure that such employees and agents are informed of, and comply with, the confidentiality obligations set out herein; and
e. implement appropriate safeguards to protect the Confidential Information, exercising at least the same degree of care as it applies to its own confidential information, and in no event less than a reasonable standard of care.
G. Unauthorized Disclosure
10. The receiving Party shall promptly notify the disclosing Party of any unauthorized access, disclosure, or use of Confidential Information and shall cooperate fully in preventing or remedying any resulting harm.
11. Liability and Indemnification
A. Merchant Responsibility and Risk Allocation
1. The Merchant shall bear full financial, legal, and operational responsibility for all Disputes arising in connection with Payment Transactions, including invalid, reversed, refunded, overpaid, or underpaid Payment Transactions, as well as for any errors, omissions, or negligence of the Merchant, its employees, agents, or representatives. The Merchant shall further be liable for any losses or damages incurred by the Provider as a result of the Merchant’s failure to comply with its obligations under this Agreement.
B. Indemnification Obligations
2. The Merchant agrees to defend, indemnify, and hold harmless the Provider, its affiliates, subsidiaries, and their respective directors, officers, employees, agents, and authorized representatives against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:
2.1. any breach of this Agreement or misuse of the Services by the Merchant;
2.2. any act or omission of the Merchant or its personnel; and/or
2.3. any violation by the Merchant of applicable laws, regulations, or the rights of any third party.
C. Limitations of Liability
3. To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party or to any third party for any indirect, consequential, incidental, special, exemplary, or reliance damages arising out of or in connection with this Agreement or the Services, regardless of whether such damages were foreseeable and regardless of the legal theory on which the claim is based. This limitation includes, without limitation, damages for loss of profits, loss of data, loss of goodwill, interruption of business, or loss of use of funds or facilities.
4. In all circumstances, the Provider’s total cumulative liability arising out of or in connection with this Agreement shall not exceed CAD 16,500 (sixteen thousand five hundred Canadian dollars). Nothing in this Agreement shall exclude or limit liability for gross negligence, willful misconduct, or tort where such limitation is prohibited by law.
D. Service Availability and Warranty Disclaimer
5. The Services are provided on an “as is” basis, without any warranties of any kind. The Provider expressly disclaims all representations and warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights.
6. During the term of this Agreement, the Provider shall use commercially reasonable efforts to make the Services available without material interruption, and the Provider’s Partner shall use commercially reasonable efforts to ensure the availability of the Payment Services. The Merchant acknowledges, however, that the Services are internet-based and may be subject to service interruptions, delays, or outages. The Provider does not guarantee uninterrupted or error-free operation and shall not be liable for any service delays, interruptions, or failures. The Provider shall use reasonable efforts to remedy such issues as promptly as practicable.
E. No Responsibility for Merchant Goods or Services
7. The Provider assumes no responsibility or liability for the quality, safety, legality, or any other characteristic of the Merchant’s goods or services, including those purchased by End Users using the Services.
12. Term and Termination
A. Commencement and Continuity
1. This Agreement shall enter into force on the Effective Date and shall remain in effect unless and until terminated in accordance with this Section.
B. Termination by Agreement or Notice
2. The Parties may terminate this Agreement at any time by mutual written agreement.
3. Either Party may terminate this Agreement at any time and for any reason by providing at least fifteen (15) days’ prior written notice to the other Party.
C. Immediate Termination Rights of the Provider
4. Notwithstanding the foregoing, the Provider may terminate this Agreement immediately, without judicial intervention, in the event of a material breach by the Merchant of this Agreement or of any applicable laws or regulatory requirements.
5. Where the Provider determines that the Merchant has undergone a material change in business activities and reasonably believes that such change may adversely affect the Provider’s compliance with applicable laws, internal policies, Regulatory Authorizations, or reputation, and where suspension would be insufficient to mitigate such risk, the Provider may terminate this Agreement with immediate effect by written notice to the Merchant.
D. Communication Obligations and Deemed Termination
6. The Merchant shall maintain a valid and accessible email address for all communications under this Agreement and acknowledges that any notices, statements, or communications sent to such email address shall be deemed received and effective on the date of dispatch.
7. If the Provider has made reasonable and diligent efforts to contact the Merchant using the provided email address and telephone number, and the Merchant remains unresponsive for a continuous period of ten (10) Business Days from the date of the initial contact attempt, this Agreement shall be deemed terminated on the Business Day immediately following the expiration of such period, irrespective of any delivery failure notifications or lack of response.
E. Effect of Termination
8. Termination of this Agreement shall not affect any rights, obligations, or liabilities of either Party that have accrued prior to the effective date of termination.
13. General Provisions
1. The Parties acknowledge that their relationship under this Agreement is strictly that of independent contractors. Nothing in this Agreement shall be construed as creating an agency, employment, partnership, joint venture, or similar relationship between the Provider and the Merchant, or between the Provider and any employee, contractor, consultant, or agent of the Merchant. Neither Party has authority to bind the other or to assume obligations on the other’s behalf, and neither Party shall represent otherwise.
2. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
3. No waiver of any provision of this Agreement, nor any consent to a breach, shall be effective unless made in writing and signed by the Party granting such waiver or consent. Any waiver or consent granted with respect to a particular breach shall not be deemed a waiver of any subsequent or different breach.
4. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party.
5. Any amendment, modification, or waiver of this Agreement shall be valid only if made in writing and signed by both Parties.
6. This Agreement, together with all schedules, addenda, exhibits, and attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral. This Agreement shall bind and benefit only the Parties hereto.
7. This Agreement shall be governed by and construed in accordance with the laws of Canada. The courts of Canada shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
8. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement where such failure or delay results from events beyond its reasonable control, including but not limited to fire, explosion, natural disaster, flood, earthquake, severe weather, embargo, labor disputes, epidemic, war, terrorism, or nuclear incident (a “Force Majeure Event”). The affected Party shall notify the other Party of the occurrence and cessation of a Force Majeure Event as soon as reasonably possible, and in any event within three (3) Business Days of becoming aware of such event, providing reasonable evidence of its impact. Obligations directly affected by the Force Majeure Event shall be suspended for its duration, while all unaffected obligations shall remain enforceable.
9. Notices to the Provider shall be delivered by email to truenorthcorp@outlook.com or by mail to the Provider’s registered legal address. The designated email address for settlement-related communications is truenorthcorp@outlook.com. Notices sent by email shall be deemed delivered in written form on the date of transmission, unless a delivery failure notification is received.
10. The Parties agree that electronic signatures, where recognized by the Parties as valid for the purposes of this Agreement, shall have the same legal force and effect as handwritten signatures and shall be mutually binding.
14. Data Processing Agreement
A. Status and Incorporation
1. This Data Processing Agreement (“DPA”) constitutes a legally binding agreement between the Merchant and the Provider and forms an integral part of the Agreement.
B. Interpretation and Terminology
2. For the purposes of this DPA, Data Protection Laws mean the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) (PIPEDA), together with any related regulations, statutory instruments, regulatory requirements, codes of practice, and any other applicable data protection or privacy legislation governing the provision of the Services.
3. The terms “personal data”, “data subject”, “processing”, “controller”, “processor”, “representative”, and “supervisory authority” shall have the meanings ascribed to them under the applicable Data Protection Laws.
C. Allocation of Roles and Lawful Processing
4. For the purposes of the Services, the Provider processes personal data in the capacity of a controller in accordance with the Agreement. The Merchant likewise processes personal data as a controller when obtaining and using the Services pursuant to the Agreement.
5. Each Party undertakes to comply with all obligations imposed on it under the Data Protection Laws in respect of any personal data it processes under or in connection with this Agreement. Where either Party reasonably believes that the other Party is acting in violation of the Data Protection Laws, it shall notify the other Party without undue delay.
D. Scope, Purpose, and Categories of Processing
6. The subject matter, duration, nature, purpose, and categories of personal data processing are the following:
a. Categories of personal data processed:
The categories of personal data processed may vary depending on the specific Services provided and may include, without limitation, first and last names, transaction records and details, bank account information, IP addresses, and email addresses.
b. Categories of data subjects:
Customers (natural persons) of the Merchant and authorized contact persons of the Parties.
c. Purpose of processing:
The provision and receipt of the Services and the performance of the Agreement.
E. Safeguards, Transparency, and Cooperation
7. Each Party shall implement and maintain appropriate technical, administrative, and organizational safeguards designed to:
a. ensure a level of security and confidentiality proportionate to the risks associated with the processing and the nature of the personal data; and
b. protect personal data against unauthorized or unlawful processing, accidental loss, destruction, alteration, disclosure, or access.
8. Each Party shall ensure that data subjects are appropriately informed of the processing of their personal data carried out by that Party, in accordance with the requirements of the Data Protection Laws.
9. The Parties shall cooperate in good faith and provide reasonable assistance to one another to enable compliance with applicable Data Protection Laws, including in relation to personal data security, breach notifications, data protection impact assessments, the exercise of data subject rights, and any inquiry, audit, or investigation by a supervisory authority.
F. Requests from Authorities and Impact Assessments
10. Each Party shall promptly notify the other Party, and in any event within five (5) Business Days, of any request, inquiry, or complaint received from a data subject or supervisory authority that relates to personal data processed as a controller by the other Party. Each Party shall provide commercially reasonable assistance to enable the other Party to respond to such requests in accordance with applicable law.
11. Upon request, each Party shall provide the other Party with commercially reasonable information and cooperation, taking into account the nature of the processing activities and the information available to that Party, to assist in the completion of any required data protection impact assessments under the Data Protection Laws.
G. Personal Data Breaches
12. If a Party becomes aware of a personal data breach affecting personal data processed under this Agreement, it shall notify the other Party without undue delay and, in any event, within seventy-two (72) hours of becoming aware of such breach.
13. The Parties shall cooperate in investigating any personal data breach and shall take all reasonable steps to identify the cause, mitigate any adverse effects, prevent recurrence, and implement corrective or remedial measures as necessary.
H. International Transfers
14. Where either Party transfers personal data outside of Canada, such Party shall ensure that the transfer is carried out in compliance with the Data Protection Laws, including, where applicable, by implementing appropriate contractual safeguards and avoiding transfers to jurisdictions that do not provide an adequate level of data protection.
I. Duration of the DPA
15. This Data Processing Agreement shall automatically terminate upon termination or expiration of the Agreement.