Version: 1.4 | Effective upon Merchant’s first access or use of the platform; incorporates PSA v1.4, effective as of each Merchant’s signature date.
Introductory Provisions
Parties & Purpose
Paysection Inc. (“Paysection,” “we,” “us,” or “our”), a Canadian Money Services Business regulated by FINTRAC and subject to the Retail Payment Activities Act (RPAA), provides access to its payment platform and related services. “Merchant” (also “you”) is the legal entity using these Services—either as a Direct Merchant or a Regulated Entity serving sub-merchants or end users. By accessing or using the platform, Merchant agrees to these Terms and Conditions (“T&C’s”).
These Terms apply throughout your relationship with Paysection, including: (a) during the onboarding and due diligence phase before any definitive agreement is signed, and (b) once a Platform Service Agreement (PSA v1.4) is executed and services go live. Access to the platform for onboarding purposes is offered to support your evaluation of our Services. Processing capabilities, live credentials, and fee terms apply only after Paysection has confirmed approval in writing.
Regulatory Status
Paysection is a registered Canadian Money Services Business regulated by FINTRAC. We do not claim to operate under any foreign payments or e-money license unless specifically disclosed. These Services are offered in Canada, and you are responsible for understanding and meeting any legal or licensing requirements in the jurisdictions where you or your clients operate. We will work cooperatively to address any valid regulatory concerns. Certain EU and international payment and account services available through the platform are provided by regulated financial institutions, including Narvi Payments Oy Ab (FIN-FSA-supervised EMI), and Paynetics AD (licensed and supervised by the Bulgarian National Bank). These partners issue IBANs, execute payments, and safeguard funds in accordance with applicable regulations. For U.S. transactions, Paysection partners with regulated financial institutions that maintain custodial “for-benefit-of” (FBO) accounts in Paysection’s name to segregate client funds. These accounts are held with U.S. federally regulated banks and operated through licensed payment processors. Funds are safeguarded in accordance with applicable U.S. federal and state money-transmission laws. Paysection is not itself a U.S. money transmitter and does not hold or custody client funds outside these custodial structures.
Composition
This document sets out the T&C’s governing your use of our platform. It incorporates by reference the following documents:
PSA v1.4: Paysection Platform Service Agreement v1.4 (including Addenda A–G, as applicable)
Addendum A: Fee Schedule
Addendum B: Data Processing Agreement (DPA)
Addendum C: Prohibited Activities
Addendum D: Schedule 3 — Mandatory KYC Fields
Addenda E–G: (if applicable, including Reliance on Regulated Third Parties)
Paysection Privacy Policy (https://paysection.com/privacy)
You confirm that you have reviewed and accept the PSA v1.4 and its Addenda, all of which form part of this Agreement.
Certain commercial terms, including processing rights, credentials, fee schedules, and SLAs under Addenda A and F, become binding only after mutual execution of a PSA and written go-live confirmation.
Order of Precedence
If there is a conflict between documents, the following order applies:
PSA v1.4
Addenda A–G
These Online Terms
Privacy Policy
No Obligation to Process
Providing access to onboarding tools and sandbox environments does not create an obligation to process transactions or approve any application. Paysection reserves the right to decline, defer, or withdraw access at its discretion.
Acceptance & Binding Effect
By accessing or using the platform, you agree to these Terms and the incorporated documents. Clicking “I Accept” where applicable confirms your consent.
Definitions
Defined terms used here have the same meanings as in PSA v1.4, including:
Funding Account: Your designated account for platform debits
Transaction: Any payment or payout processed
Schedule 3 Fields: Beneficiary data per Addendum D
Downstream Client: A sub-merchant or user transacting through you
Virtual Wallet: A notional, non-custodial ledger entry in the platform
Services: The technology and infrastructure provided by Paysection
Confidentiality
You agree to maintain the confidentiality of non-public information received from Paysection, limiting disclosure to staff or advisors bound by confidentiality. This obligation continues for 3 years after termination.
Integration & Operations
Each Party bears its own integration costs and ensures system compatibility.
Both Parties agree to notify and work together to address significant operational issues.
Changes that interfere with the other Party’s performance must be addressed promptly.
Fees, Funding & Compliance
Fees are outlined in Addendum A. Any applicable pass-through fees may also apply.
Use of the Services confirms agreement to the applicable terms.
You confirm your ongoing compliance with AML, KYC, and applicable regulations.
Both Parties agree to comply with applicable laws. You will indemnify Paysection for losses caused by your non-compliance.
You agree to maintain the necessary Funding Account and authorize associated debits.
PAD/ACH authorizations must be collected and retained where applicable.
You are responsible for all taxes applicable to your use of the Services.
For clarity, where Paysection supplies Services on a cross-border B2B basis, no Canadian GST/HST is charged and any applicable EU VAT is subject to the reverse-charge mechanism. Paysection does not charge or collect EU VAT unless required by law.
Late payments may accrue interest at 1.5% per month or the maximum allowed by law.
You agree to notify Paysection of any Change of Control within 30 days. Paysection may terminate this Agreement upon written notice if, in its reasonable discretion, the acquiring entity fails to meet Paysection’s credit, compliance, or reputational standards.
Paysection may request an annual AML compliance certification.
For unregulated Merchants, additional compliance service fees may apply, as described in the Fee Schedule (Addendum A), based on the scope of services Paysection provides.
Merchant Responsibilities
Protect your credentials and limit access to authorized personnel.
If you are a regulated financial institution or MSB, you must retain all required licenses and maintain your own AML and compliance programs, including retaining KYC records for at least 5 years as required by law.
If you are not regulated, you acknowledge that Paysection may, at its discretion, conduct certain compliance functions on your behalf, including KYC, screening, and data retention. In such cases, Paysection (or its authorized service provider) will retain the required KYC data in accordance with applicable legal requirements. You remain responsible for ensuring that the information you provide is accurate and complete, and that your business operations comply with applicable law.
Maintain PCI-DSS or ISO 27001 certifications if relevant.
Notify Paysection of any security breach or outage within 48 hours.
Provide 10 days’ notice before changing subprocessors.
Encrypt personal data using AES-256 or higher.
Cooperate with audit requests and provide documentation within 3 business days, consistent with the audit framework in PSA v1.4.
You confirm you have all rights to any content or data you submit.
Privacy & Data Protection
Identity and transaction data are collected only to deliver the Services and fulfill legal obligations.
Data may be shared with authorized subprocessors and regulators, including for cross-border transfers, subject to PIPEDA, GDPR, and applicable safeguards.
Personal Data is processed in accordance with Addendum B – Data Processing Addendum (DPA), which forms part of PSA v1.4.
Data breaches must be reported to Paysection within 48 hours.
Both Parties shall cooperate in breach response and maintain relevant records for a minimum of 5 years.
Platform & Infrastructure
Paysection acts as a service provider and not as a bank, custodian, or fiduciary.
For clarity, prefunded balances in Canada are reconciled against safeguarded master accounts under the RPAA; in the U.S. they are maintained in custodial accounts contractually segregated from Paysection’s operational funds.
You must comply with relevant infrastructure and network rules (e.g., NACHA, PCI-DSS), and indemnify Paysection for any breach.
You may not circumvent contractual fees by migrating transactions or clients outside the scope of these Terms.
Paysection may throttle or suspend access to preserve platform stability or ensure compliance.
Wallet Features
Where enabled, Virtual Wallets are non-custodial, do not bear interest, and are not insured.
Wallet services may be modified, suspended, or discontinued based on provider constraints or legal requirements.
Merchant is responsible for compliance with all applicable local laws regarding wallet use and licensing.
Crypto Services
Paysection does not hold or custody cryptocurrency.
Transactions involving crypto assets are at your own risk and subject to market volatility, execution delays, or token delisting.
You are responsible for ensuring your use of crypto-related services complies with local regulations.
Intellectual Property
All platform technology and documentation remain the exclusive property of Paysection.
You may not copy, reverse-engineer, or distribute platform materials without prior written approval.
Paysection may use data you provide solely to deliver and improve the Services.
Any use of Paysection trademarks requires written consent.
Compliance & Legal Risk
You must not engage in any activity listed in Addendum C (Prohibited Activities).
Paysection may suspend access in response to regulatory requests, law enforcement actions, or legal risk.
You agree to comply with applicable data protection, export control, and sanction laws (e.g., GDPR, PIPEDA, EAR).
Suspicious transaction inquiries must be responded to within one business day.
Liability & Indemnity
Disclaimer of Indirect Damages
Neither Party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
Limitation of Liability
Paysection’s total aggregate liability to you for all claims arising out of or relating to the Services will not exceed $100,000 CAD, regardless of the form of action.
Exceptions
The above limitation shall not apply to (a) your indemnification obligations; (b) either Party’s gross negligence, willful misconduct, or fraud; or (c) breaches of confidentiality or applicable law.
Indemnification
You will indemnify, defend, and hold harmless Paysection and its Affiliates, officers, employees, and agents from any claims, losses, damages, liabilities, or expenses (including legal fees) arising from:
Your breach of this Agreement
Your violation of applicable law
Your use of the Services in connection with prohibited activities
Any claim brought by your Downstream Clients or users
Paysection will indemnify you solely for third-party claims directly caused by its gross negligence or willful misconduct.
Termination
Either Party may terminate this Agreement:
With 30 days’ written notice
Immediately upon material breach, if not cured within 10 days
If required by law or regulatory authority
Termination does not relieve the Parties of obligations accrued before termination or clauses that expressly survive.
Governing Law & Dispute Resolution
These Terms are governed by the laws of Ontario and applicable Canadian federal laws.
Disputes will be resolved by arbitration in Toronto under the ADR Institute of Canada rules.
Either Party may seek injunctive relief in court to protect confidentiality or IP rights.
Class actions and jury trials are waived to the maximum extent allowed by law.
Force Majeure
Neither Party will be liable for delay or failure in performance caused by events beyond their reasonable control, including natural disasters, war, labor disputes, or power outages. If such an event continues for more than 7 days, either Party may terminate this Agreement. You may request your data for export within 30 days.
Service Conditions & Refunds
The Services are provided “as-is” unless a Service Level Agreement (SLA) is in place.
Fees are non-refundable unless otherwise stated in Addendum A.
SLA breaches, if applicable, are remedied via service credits only.
Miscellaneous
These Terms and incorporated documents form the full agreement between the Parties.
Assignment requires Paysection’s prior written consent.
Notices must be sent to the addresses or emails specified in the PSA.
If any provision is found unenforceable, the remainder shall remain in effect.
Publicity
You may not use Paysection’s name, brand, or marks in any public materials without prior written approval.
Contact Information
Paysection Inc.
49 High Street, 3rd Floor
Barrie, ON, L4N 5J4, Canada
Email: info@paysection.com
Survival
The following survive termination: obligations related to confidentiality, indemnification, payment, data retention, audit, limitations of liability, governing law, and dispute resolution, as well as any other clause that by its nature is intended to survive.
End of Paysection Online Terms and Conditions v1.4
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