Paysection Online Terms and Conditions

Version 1.5
Effective Date: September 3, 2026

These Online Terms and Conditions (“Online Terms”) apply from a Merchant’s first access to or use of the Paysection Platform or Services and continue throughout the Merchant’s relationship with Paysection, subject to any applicable Platform Service Agreement.

These Online Terms are intended solely for business and commercial users and not for consumers acting primarily for personal, family or household purposes.

1. Introductory Provisions

1.1 Parties and Purpose

Paysection Inc. (“Paysection,” “we,” “us,” or “our”) is a Canadian Money Services Business registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) and is subject to the Retail Payment Activities Act (“RPAA”) to the extent applicable to its activities.

Paysection provides access to its proprietary payment Platform and related Services, including payment and payout functionality and the submission, validation, formatting, transmission, reconciliation and reporting of Transaction Instructions.

“Merchant,” “you,” or “your” means the legal entity accessing or using the Platform or Services, whether:

(a) a business using the Services for its own business purposes; or

(b) a platform, payment facilitator, payment service provider, money services business, financial institution or other entity providing services to Sub-Merchants, Downstream Clients or End Users.

The precise functions performed by Paysection may vary according to the applicable Service, jurisdiction, currency, payment rail, Financial-Institution Partner and approved program structure.

1.2 Application of These Terms

These Online Terms govern authorized access to and use of:

• the Paysection Platform;

• onboarding and due-diligence environments;

• sandbox and testing environments;

• APIs and API credentials;

• dashboards and interfaces;

• technical documentation;

• payment and payout functionality; and

• other Services made available by Paysection.

Before a Platform Service Agreement is executed, these Online Terms govern onboarding, testing, evaluation and other authorized pre-production access.

Where a Platform Service Agreement has been executed, these Online Terms continue to form part of the contractual framework governing use of the Platform and Services, subject at all times to the order of precedence established by that Platform Service Agreement and any applicable Addendum, Order Form or other Governing Documentation.

1.3 No Obligation to Approve or Process

Access to onboarding tools, documentation, APIs, sandbox functionality or testing environments does not:

• constitute approval of a Merchant;

• constitute approval of a Sub-Merchant, Downstream Client or End User;

• create an obligation to provide live Services;

• activate any Service for a particular Merchant entity;

• guarantee access to any payment rail, currency, account or Financial-Institution Partner;

• constitute approval of a Transaction Instruction; or

• require Paysection or a Financial-Institution Partner to establish an account or process a transaction.

Live Services, production credentials, transaction limits, supported jurisdictions, pricing, currencies, payment rails and account structures become available only after applicable onboarding, approval and activation requirements have been satisfied.

Service activation and the commencement of any minimum term, recurring fee or other commercial obligation are governed by the applicable Platform Service Agreement, Addendum, Order Form or other agreed commercial terms.

Paysection may decline, defer or discontinue onboarding or pre-production access in its discretion, subject to applicable law.

1.4 Regulatory Status

Paysection is not a bank or deposit-taking institution.

Paysection does not represent that it holds a banking, trust-company, electronic-money, money-transmitter or other regulated financial-services licence in any jurisdiction unless expressly stated for an applicable Service.

Registration with FINTRAC, registration or supervision under the RPAA, or the provision of payment-related Services does not constitute regulatory endorsement and does not confer regulatory status or licensing upon a Merchant, Sub-Merchant, Downstream Client or End User.

The Merchant remains independently responsible for determining and maintaining the registrations, licences, approvals and permissions required for its own business and activities.

Information or assistance supplied by Paysection concerning law, regulation, compliance, accounting or taxation is provided for operational or informational purposes and does not constitute legal, regulatory, accounting or tax advice.

1.5 Financial-Institution Partners

Certain Services depend upon banks, regulated trust companies or trustees, payment institutions, electronic-money institutions, processors, payment networks, clearing systems or other appropriately authorized providers (“Financial-Institution Partners”).

Depending on the applicable Service and program structure, a Financial-Institution Partner may independently perform functions including:

• account establishment or administration;

• trusteeship;

• safeguarding;

• custody or control of accounts or funds;

• payment execution;

• settlement and clearing;

• sanctions or financial-crime screening;

• transaction review, approval, rejection or suspension;

• trust or account-level ledger administration;

• reconciliation;

• returns and reversals; and

• other regulated, fiduciary or financial functions.

Financial-Institution Partners perform such functions under their own legal, regulatory, fiduciary and contractual obligations.

Unless expressly stated otherwise in applicable Governing Documentation, Paysection does not control a Financial-Institution Partner’s independent exercise of trusteeship, custody, safeguarding-account control, payment execution, settlement, sanctions review or other regulated responsibilities.

2. Agreement Structure

2.1 Applicable Platform Service Agreement

A Merchant’s live Services may be governed by a Platform Service Agreement together with applicable:

• Addenda;

• Order Forms;

• Fee Schedules;

• Data Processing Agreements;

• Prohibited Activities terms;

• KYC/KYB requirements;

• Financial-Institution Partner or embedded-finance terms;

• Service Level Agreements;

• reliance terms;

• Merchant- or Service-specific schedules;

• the Paysection Privacy Policy; and

• these Online Terms.

Only documents validly incorporated into or applicable under the relevant Platform Service Agreement form part of that Merchant’s live-service contract.

2.2 Order of Precedence

Where an executed Platform Service Agreement applies, the order of precedence established in that Platform Service Agreement controls.

Nothing in these Online Terms overrides an express provision of an applicable Platform Service Agreement or other higher-ranking Governing Documentation concerning:

• ownership or beneficial entitlement to funds;

• legal title;

• account-holder status;

• custody;

• safeguarding;

• trusteeship;

• control or authorization;

• processing;

• execution;

• settlement;

• pricing;

• minimum terms;

• termination;

• liability;

• indemnification; or

• Financial-Institution Partner responsibilities.

2.3 Pre-Contract Access

Where no Platform Service Agreement has been executed, these Online Terms, the Privacy Policy and any other terms expressly accepted for the applicable pre-production Service govern the Merchant’s authorized access.

A Platform Service Agreement, Fee Schedule or other commercial document does not become binding merely because a prospective Merchant uses an onboarding or sandbox environment unless it has otherwise been validly accepted, executed or incorporated.

3. Acceptance and Authority

By accessing or using the Platform or Services, the Merchant accepts these Online Terms.

Acceptance may be evidenced by:

• clicking “I Accept” or equivalent functionality;

• electronic acceptance;

• executing an agreement incorporating these Online Terms; or

• continued authorized use following an applicable update where such acceptance is permitted by the governing Agreement and applicable law.

An individual accepting these Online Terms on behalf of a Merchant represents and warrants that the individual has authority to bind the Merchant.

The Merchant is responsible for activity conducted through its authorized accounts, credentials and Authorized Users.

4. Definitions

Capitalized terms not defined below have the meanings assigned in the applicable Platform Service Agreement or other Governing Documentation.

Authorized User means an individual authorized by the Merchant to access the Platform or Services.

Downstream Client means a client, customer, user or other business served by a Merchant through or in connection with the Services.

End User means a person or entity whose funds, payment activity or entitlement is associated with an applicable Service.

Financial-Institution Partner has the meaning set out in Section 1.5.

Governing Documentation means the applicable Platform Service Agreement, Addenda, Order Forms, trust or safeguarding documentation, account terms, payment-network rules and other binding documentation applicable to a Service.

Platform means Paysection’s payment technology platform, APIs, dashboards, interfaces, systems and associated documentation.

Prefunded Funds means funds provided or maintained in advance for an approved payment, payout, settlement, fee or other purpose in connection with a Service.

Services means the Platform, technology, payment, payout, reconciliation, reporting, compliance-support or related services approved by Paysection for the Merchant.

Sub-Merchant means a business receiving approved access to payment-related functionality through a Merchant.

Transaction Instruction means an instruction or data message submitted or authorized by or on behalf of a Merchant requesting a payment, payout, transfer, return, reversal or other supported transaction.

Virtual Wallet means a notional Platform ledger or accounting record and not a bank or deposit account with Paysection.

5. Platform and Services

5.1 Platform Functionality

The Platform may enable approved Merchants to:

• submit Transaction Instructions;

• submit originator, beneficiary and payment information;

• validate transaction information;

• access transaction status;

• maintain Platform ledger records;

• reconcile transaction activity;

• generate operational reports;

• administer Authorized Users; and

• access other approved functionality.

5.2 Paysection’s Role

Depending on the applicable Service, jurisdiction and Governing Documentation, Paysection may provide payment or payout Services, perform payment functions where permitted by applicable law, or act as a technology and operational service provider supporting a Financial-Institution Partner.

Paysection may apply pre-defined, documented and objectively applied:

• validation rules;

• transaction limits;

• compliance controls;

• risk-management controls;

• sanctions or geographic restrictions;

• data requirements;

• routing parameters;

• velocity limits; and

• exception-management procedures.

Such controls do not by themselves confer beneficial ownership of funds upon Paysection.

Paysection remains responsible for obligations imposed directly upon Paysection by applicable law.

5.3 Approved Services Only

Only Services expressly approved and activated for a Merchant are available to that Merchant.

The appearance of functionality, a currency, jurisdiction, account type or payment rail within the Platform, website, API documentation or marketing material does not mean that it has been approved or activated for a particular Merchant or Merchant entity.

5.4 Canadian Payment and Payout Services

Where provided for under the applicable Platform Service Agreement or Service documentation, Paysection may provide Canadian payment or payout Services in relation to electronic funds transfers and arrange for execution and settlement of Merchant-authorized Transaction Instructions through applicable Financial-Institution Partners.

API access, validation, formatting, transmission, reconciliation, ledgering, controls and reporting may form integral components of those Services.

The respective responsibilities of Paysection and a Financial-Institution Partner concerning legal title, account control, trusteeship, safeguarding, custody, execution and settlement are determined by applicable law and the Governing Documentation.

6. Funds, Safeguarding and Account Structure

6.1 No Deposit Relationship

Paysection is not a deposit-taking institution.

A Platform balance or Virtual Wallet does not by itself constitute:

• a deposit with Paysection;

• a conventional bank account opened by Paysection;

• stored value issued by Paysection; or

• beneficial ownership of corresponding funds by Paysection.

6.2 Ownership and Beneficial Entitlement

Paysection does not acquire beneficial ownership of Prefunded Funds merely because those funds are associated with the Platform or Services.

Except as otherwise provided in applicable Governing Documentation, funds remain attributable to the Merchant and/or the applicable clients or End Users for whose benefit or payment activity the funds are maintained.

Where funds are maintained under a trust, safeguarding, custodial or similar structure, legal title may be held by an applicable regulated trustee or Financial-Institution Partner and beneficial interests or entitlements are determined in accordance with the applicable trust or account documentation.

No such structure confers beneficial ownership upon Paysection merely by reason of Paysection providing the Platform or Services.

6.3 Permitted Account Structures

Depending on the Service, funds may be maintained or administered through:

• dedicated accounts;

• safeguarding accounts;

• trust accounts;

• FBO arrangements;

• processing or settlement accounts;

• Merchant-named accounts;

• ledger-based structures; or

• other structures approved under the applicable Governing Documentation.

6.4 Canadian End-User Funds

Where Paysection performs a payment function involving the holding of End-User funds within the meaning of applicable Canadian law, Paysection will maintain safeguarding arrangements intended to satisfy applicable RPAA and Retail Payment Activities Regulations requirements.

Such arrangements may involve a regulated trust company, trustee, bank, account provider or other eligible Financial-Institution Partner.

Use of a trustee or Financial-Institution Partner does not eliminate any safeguarding, reconciliation, recordkeeping, risk-management, reporting or other obligation imposed directly on Paysection by applicable law.

6.5 Trustee and Financial-Institution Partner Functions

Where a Financial-Institution Partner acts as trustee, account provider, custodian or payment-execution provider, it may independently:

• establish, maintain or control relevant accounts;

• hold legal title where required by the applicable structure;

• maintain account- or trust-level books and records;

• perform reconciliation;

• review funding or Transaction Instructions;

• conduct AML/CTF, sanctions or other screening;

• require supporting information;

• approve, reject, delay or suspend an instruction;

• impose a legally or contractually permitted hold or protective action;

• execute or settle a payment;

• process returns or reversals; and

• exercise other rights and duties under applicable law or Governing Documentation.

Paysection cannot require a Financial-Institution Partner to disregard its legal, fiduciary, regulatory, risk-management or contractual obligations.

6.6 Platform Ledger

Paysection may maintain Platform-level records and sub-ledgers showing amounts attributable to Merchants, Sub-Merchants, Downstream Clients or End Users.

These records may support:

• entitlement attribution;

• transaction processing;

• reconciliation;

• exception management;

• reporting; and

• operational controls.

A Platform ledger entry is an accounting record and does not by itself constitute custody of funds or a separate bank, trust or deposit account.

6.7 Reconciliation and Shortfalls

The Merchant shall promptly provide information reasonably required to investigate or resolve:

• reconciliation breaks;

• unidentified funds;

• attribution issues;

• ledger discrepancies;

• returned payments;

• shortfalls;

• duplicate instructions;

• rejected transactions; and

• other operational exceptions.

Nothing in these Online Terms permits Paysection or a Merchant to use safeguarded End-User funds for corporate operating expenses or an unauthorized purpose.

7. Transaction Instructions

7.1 Merchant Responsibility

The Merchant is responsible for Transaction Instructions submitted through its credentials, integration or Authorized Users.

The Merchant represents that each Transaction Instruction is:

• accurate;

• complete;

• properly authorized;

• supported by required underlying records;

• submitted for a lawful purpose; and

• consistent with the Agreement.

7.2 Processing

Paysection may receive, validate, format, process, transmit, route and reconcile Transaction Instructions through applicable payment infrastructure.

Final execution, clearing and settlement may be performed by a Financial-Institution Partner, payment network, clearing system, beneficiary institution or other authorized participant.

7.3 No Guarantee of Execution

Submission, validation or acceptance of a Transaction Instruction by the Platform does not guarantee:

• execution;

• settlement;

• beneficiary acceptance;

• settlement by a particular deadline;

• continued availability of a payment rail; or

• irrevocability.

Transactions may be affected by cut-off times, weekends, holidays, Financial-Institution Partner requirements, correspondent institutions, payment-network availability, regulatory reviews, sanctions screening, fraud controls, inaccurate information or circumstances beyond Paysection’s reasonable control.

7.4 Errors and Unauthorized Instructions

The Merchant shall review transaction information and notify Paysection without unreasonable delay after discovering an unauthorized instruction, incorrect beneficiary, incorrect amount, duplicate or other material processing discrepancy.

Delay may reduce or eliminate the practical ability to recall, reverse or recover funds.

7.5 Returns, Recalls and Reversals

Transactions may be rejected, returned, recalled, reversed or adjusted in accordance with:

• applicable payment-network rules;

• Financial-Institution Partner requirements;

• beneficiary-bank requirements;

• Governing Documentation; and

• applicable law.

The Merchant remains responsible for applicable return, recall, investigation, reversal and related charges provided for under the Agreement.

8. Merchant Responsibilities

The Merchant shall:

• protect usernames, passwords, API keys, tokens and other credentials;

• restrict access to Authorized Users;

• maintain appropriate segregation of duties;

• provide complete and accurate information;

• maintain legally required licences, registrations and permissions;

• comply with applicable law;

• comply with applicable payment-network and Financial-Institution Partner requirements;

• obtain legally required PAD, ACH, debit, payment or similar authorizations;

• maintain records supporting Transaction Instructions;

• exercise appropriate oversight of Sub-Merchants and Downstream Clients;

• cooperate with reasonable compliance, reconciliation, audit and regulatory requests;

• notify Paysection of material changes to its business or risk profile; and

• ensure persons accessing the Services through the Merchant comply with applicable requirements.

The Merchant must not permit an undisclosed or unapproved third party to use the Services.

9. Sub-Merchants and Downstream Clients

Where Paysection has approved a Merchant to provide functionality to Sub-Merchants or Downstream Clients:

(a) the Merchant remains responsible for its contractual relationship with those parties;

(b) the Merchant remains responsible for ensuring use of the Services complies with the Agreement;

(c) Paysection does not become contractually responsible to a Sub-Merchant, Downstream Client or End User merely because that party benefits from functionality supplied through the Merchant;

(d) the Merchant shall not represent that Paysection guarantees or assumes the Merchant’s obligations to its clients; and

(e) the Merchant remains responsible for claims, complaints, losses and liabilities arising from its own products, representations, onboarding, instructions or client relationships, except to the extent directly caused by Paysection as expressly provided under an applicable Platform Service Agreement.

10. AML/CTF, Sanctions and Compliance

10.1 Paysection Controls

Paysection maintains compliance controls appropriate to legal and regulatory obligations applicable to its activities.

These may include:

• business verification;

• identity verification;

• beneficial-ownership verification;

• sanctions screening;

• PEP/HIO screening;

• transaction monitoring;

• source-of-funds review;

• transaction-purpose review;

• adverse-media review;

• risk classification; and

• other financial-crime controls.

Paysection may use third-party providers to assist with such functions, but use of a service provider does not relieve Paysection of obligations imposed directly upon Paysection.

10.2 Regulated Merchants

A Merchant that is itself regulated remains independently responsible for its own:

• AML/CTF program;

• KYC/KYB obligations;

• transaction monitoring;

• sanctions compliance;

• recordkeeping;

• regulatory reporting; and

• other statutory obligations.

Nothing in these Online Terms automatically constitutes statutory reliance, delegation or outsourcing of a legal obligation.

Any reliance arrangement must be expressly agreed and legally permitted.

10.3 Financial-Institution Partner Controls

Financial-Institution Partners may conduct independent due diligence, transaction monitoring, sanctions screening and regulatory review.

Approval by Paysection does not bind a Financial-Institution Partner to approve a Merchant, Sub-Merchant, End User, account or Transaction Instruction.

Approval by a Financial-Institution Partner does not relieve Paysection or the Merchant of their respective obligations.

10.4 Independent Reporting

Each regulated party remains responsible for determining and fulfilling regulatory reporting obligations imposed directly upon it.

Nothing requires a Party to disclose whether it has filed or intends to file a suspicious transaction report where disclosure is prohibited by law.

10.5 Compliance Information Requests

Where Paysection requests information concerning suspicious, unusual, sanctioned, restricted or potentially non-compliant activity, the Merchant shall respond within one Business Day, acting reasonably, or sooner where required by applicable law, a Regulatory Authority or Financial-Institution Partner requirement.

Requested information may include:

• originator information;

• beneficiary information;

• KYC/KYB records;

• source of funds;

• source of wealth where relevant;

• payment purpose;

• invoices or contracts;

• beneficial-ownership records;

• End-User entitlement information; and

• transaction rationale.

Failure to cooperate may result in delay, rejection, restriction or suspension.

10.6 Compliance Certification

Paysection may require periodic compliance certifications signed by the Merchant’s compliance officer, AML officer or other appropriate senior representative.

Paysection may also request certification outside a normal review cycle where reasonably required because of regulatory, compliance or documented risk-management concerns.

10.7 Prohibited Activities

The Merchant shall not use the Services for unlawful activity, money laundering, terrorist financing, sanctions evasion, fraud, prohibited jurisdictions, prohibited businesses or any activity prohibited under applicable law, Financial-Institution Partner requirements or applicable Prohibited Activities terms.

11. Records, Audit and Cooperation

The Merchant shall retain identification, KYC/KYB, transaction, authorization, audit and related records for the period required by applicable law and the applicable Agreement.

Where reasonably required to verify compliance, investigate a material issue, satisfy a regulator or respond to a Financial-Institution Partner, Paysection may request relevant records and supporting information.

Where a Platform Service Agreement specifies a response period, that period controls. Otherwise, readily available requested records shall normally be provided within two Business Days or such longer period as is reasonably required having regard to the nature and volume of the request.

A shorter period may apply where required by law, Regulatory Authority, Financial-Institution Partner requirement or urgent compliance circumstances.

Routine audits will be conducted on reasonable notice. Notice may be shortened or omitted where legally required or justified by suspected financial crime, material security concerns or similarly urgent circumstances.

12. Security

The Merchant shall maintain administrative, technical and physical safeguards appropriate to the sensitivity of information, nature of the integration and applicable security requirements.

Where relevant, the Merchant shall comply with applicable PCI DSS, payment-network, authentication and Financial-Institution Partner requirements.

The Merchant shall provide reasonable prior notice before introducing or replacing a material processor, subprocessor or technology provider that receives Paysection credentials, materially processes transaction or beneficiary information, processes Personal Data obtained through the Services, or materially affects the Merchant’s payment integration.

Where urgent security or operational needs make prior notice impracticable, notice shall be provided as soon as reasonably practicable.

The Merchant shall notify Paysection without undue delay and, in any event, within 48 hours after becoming aware of a material security incident affecting the Platform, credentials, Transaction Instructions, relevant Personal Data or systems materially supporting use of the Services, unless the applicable Platform Service Agreement or Data Processing Agreement requires earlier notification.

The Merchant shall not:

• attempt unauthorized access;

• bypass authentication or security controls;

• interfere with Platform availability;

• introduce malware;

• probe vulnerabilities without authorization;

• share credentials with unauthorized persons; or

• reverse engineer the Platform except where such restriction is prohibited by law.

Paysection may throttle, restrict or suspend access where reasonably necessary to preserve security, stability or compliance.

13. Suspension, Holds and Restrictions

Paysection may, acting reasonably and in good faith and subject to the applicable Platform Service Agreement, reject, delay, restrict, condition or suspend access to Services or the acceptance or transmission of Transaction Instructions where reasonably necessary because of:

• applicable law;

• regulatory direction;

• Financial-Institution Partner requirements;

• payment-network requirements;

• sanctions concerns;

• AML/CTF or financial-crime risk;

• suspected fraud;

• unauthorized activity;

• inaccurate or incomplete information;

• reconciliation or funds-integrity issues;

• security threats;

• material breach;

• failure to provide required compliance information;

• material deterioration in risk profile; or

• operational or system-integrity concerns.

A Financial-Institution Partner may independently exercise equivalent or broader rights under its own Governing Documentation or applicable law.

Paysection will provide notice where reasonably practicable unless notice is prohibited or restricted by law, regulatory direction, security considerations or Financial-Institution Partner requirements.

14. Fees, Funding and Taxes

14.1 Fees

Fees and Charges are governed by the applicable Platform Service Agreement, Fee Schedule, Order Form or other agreed commercial terms.

Third-party and pass-through charges may include Financial-Institution Partner, bank, payment-network, correspondent-bank, return, investigation, recall, foreign-exchange and similar charges where provided for in the Agreement.

14.2 Funding

The Merchant shall maintain sufficient Prefunded Funds or other approved funding arrangements to satisfy applicable:

• Transaction Instructions;

• Fees and Charges;

• returns and reversals;

• authorized adjustments; and

• other amounts due under the Agreement.

Application of Prefunded Funds to Fees or Charges may occur only as authorized under the applicable Agreement and Governing Documentation.

Nothing in these Online Terms creates a general lien, security interest or unrestricted set-off right over safeguarded or custodial funds.

14.3 Non-Refundable Fees

Except where expressly provided otherwise in the applicable Platform Service Agreement, Fee Schedule, SLA or other Governing Documentation, or required by applicable law, properly earned or incurred setup fees, onboarding fees, subscription fees, platform fees, transaction fees and other Fees and Charges are non-refundable.

14.4 Taxes

Unless expressly stated otherwise, Fees and Charges are exclusive of applicable GST, HST, VAT, sales taxes, duties, withholding taxes and similar governmental charges.

Paysection may charge, collect, remit or recover applicable taxes where required by law.

The Merchant remains responsible for its own tax obligations.

14.5 Late Payment

Undisputed overdue amounts may accrue interest at the rate stated in the applicable Platform Service Agreement or, where none is stated, at 1.5% per month or the maximum lawful rate, whichever is lower.

15. Anti-Circumvention

The Merchant shall not take steps primarily intended to evade Fees and Charges properly due under an applicable Agreement by disguising, rerouting or recharacterizing transactions contractually required to be processed or charged under an agreed Service structure.

Nothing in this Section creates exclusivity or prevents use of another provider where permitted by the applicable Agreement.

16. Material Business and Ownership Changes

Where an applicable Platform Service Agreement governs Change of Control, assignment or material business changes, that Platform Service Agreement controls.

Otherwise, the Merchant shall promptly notify Paysection of material changes to its:

• ownership or control;

• beneficial ownership;

• regulatory status;

• business model;

• products or services;

• transaction profile;

• jurisdictions;

• payment rails; or

• risk profile.

A material change may require further due diligence, Financial-Institution Partner approval, technical validation or changes to available Services.

17. Privacy and Data Protection

Paysection processes Personal Data in accordance with applicable privacy and data-protection law, the Paysection Privacy Policy and any applicable Data Processing Agreement.

Personal Data and transaction information may be processed for purposes including:

• providing Services;

• onboarding;

• KYC/KYB;

• AML/CTF and sanctions compliance;

• fraud prevention;

• transaction processing;

• reconciliation;

• reporting;

• security;

• dispute handling;

• audits; and

• legal or regulatory compliance.

Paysection may disclose information to appropriately authorized Financial-Institution Partners, processors, payment networks, compliance providers, technology providers, professional advisers, regulators, law-enforcement authorities and other recipients where legally permitted or necessary to provide the Services.

Information may be processed outside Canada where permitted by applicable law and subject to appropriate safeguards.

The Merchant represents that it has provided required notices and obtained all necessary rights, consents or lawful bases for Personal Data it provides to Paysection.

18. Confidentiality

Each Party shall protect the other Party’s non-public Confidential Information and use it only for purposes related to the Agreement.

Confidential Information may be disclosed where reasonably necessary to employees, Affiliates, professional advisers, service providers, Financial-Institution Partners, auditors or Regulatory Authorities, subject to appropriate confidentiality obligations or legal duties.

Where legally permitted, a Party required to disclose Confidential Information by law or legal process shall provide reasonable notice to the other Party.

Where a Platform Service Agreement applies, its confidentiality provisions control. Otherwise, confidentiality obligations continue for three years following termination, except where information must remain confidential longer under applicable law or by its nature.

19. Intellectual Property

All rights in the Platform, software, APIs, documentation, designs, trademarks, systems and related intellectual property remain owned by or licensed to Paysection.

Subject to the applicable Agreement, Paysection grants the Merchant a limited, non-exclusive and non-transferable right to access and use approved Services during the applicable term.

Except where expressly permitted, the Merchant shall not copy, reproduce, modify, reverse engineer, distribute, sublicense, resell or commercially exploit Paysection technology or documentation.

The Merchant represents that it has necessary rights to data or content submitted to the Platform.

Use of Paysection trademarks, logos or branding requires prior written authorization.

20. Virtual Wallet and Ledger Features

Where enabled, a Virtual Wallet is a notional accounting or ledger record within the Platform.

A Virtual Wallet:

• is not itself a bank account;

• is not a deposit with Paysection;

• does not itself constitute custody or safeguarding of funds;

• does not itself constitute stored value or electronic money issued by Paysection;

• does not bear interest unless expressly provided in applicable Governing Documentation; and

• is not separately insured by Paysection.

Any funds represented by a Virtual Wallet balance remain subject to the actual account, trust, safeguarding, custodial or other structure applicable to the Service.

21. Digital-Asset Services

No cryptocurrency, stablecoin or other digital-asset Service is available merely because related functionality appears within the Platform or documentation.

Such functionality is available only where expressly approved and activated.

Unless expressly provided under applicable Governing Documentation, Paysection does not act as custodian of cryptocurrency or digital assets.

Approved digital-asset transactions may involve market volatility, network congestion, confirmation delays, network or token changes, delisting, counterparty risk, regulatory changes and irreversibility.

The Merchant remains responsible for ensuring that any approved digital-asset activities comply with applicable law.

22. Third-Party Infrastructure

The Services may depend upon Financial-Institution Partners and other third parties, including banks, trustees, processors, payment networks, clearing systems, correspondent institutions, telecommunications providers, data providers and technology infrastructure.

Paysection does not warrant uninterrupted availability of third-party infrastructure.

Third parties may change eligibility criteria, limits, cut-off times, jurisdictions, currencies, payment rails, compliance requirements, operating procedures or service availability.

Paysection may modify, restrict, suspend or discontinue an affected Service where reasonably necessary in response, subject to applicable rights contained in the Platform Service Agreement.

23. Service Levels and Refunds

Where an applicable SLA applies, that SLA governs applicable uptime commitments, support targets, measurement methodology and service credits.

Unless the applicable Platform Service Agreement or SLA expressly provides otherwise, service credits are the Merchant’s sole and exclusive monetary remedy for failure to satisfy an SLA metric.

An SLA relating to Platform availability does not guarantee execution or settlement where performance depends upon a Financial-Institution Partner, payment network, clearing system, beneficiary institution or other third party outside Paysection’s reasonable control.

Fees are non-refundable except where expressly provided in the applicable Agreement or required by law.

24. Disclaimers

Except as expressly provided under an applicable Platform Service Agreement or SLA and to the maximum extent permitted by law, the Platform and Services are provided on an “as available” basis.

Paysection does not warrant that:

• the Services will be uninterrupted or error-free;

• every Transaction Instruction will execute or settle;

• a Financial-Institution Partner will approve a Merchant, account or transaction;

• a particular payment rail will remain available;

• a beneficiary institution will accept a transaction;

• a transaction will settle within a particular period unless expressly guaranteed; or

• use of the Services will satisfy the Merchant’s legal or regulatory obligations.

25. Limitation of Liability

25.1 Platform Service Agreement Controls

Where an executed Platform Service Agreement applies, all exclusions, liability caps, carve-outs, claim procedures and other liability provisions in that Agreement control.

Nothing in these Online Terms increases Paysection’s liability beyond the limits established in the applicable Platform Service Agreement.

25.2 Indirect Damages

To the maximum extent permitted by law and subject to the applicable Platform Service Agreement, neither Party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost goodwill, lost business opportunity or business interruption.

25.3 Third-Party Outcomes

Paysection is not liable for losses to the extent caused by:

• a Financial-Institution Partner;

• another financial institution;

• a correspondent bank;

• a payment network;

• a clearing system;

• a beneficiary institution;

• a Regulatory Authority;

• a telecommunications or infrastructure provider;

• inaccurate or unauthorized Merchant instructions;

• Merchant configuration or integration errors; or

• circumstances outside Paysection’s reasonable control,

except to the extent directly caused by Paysection’s breach or conduct for which Paysection is responsible under the applicable Agreement.

25.4 Pre-Production Liability

Where no Platform Service Agreement has been executed and the Merchant is using only onboarding, sandbox, testing, evaluation or documentation Services, Paysection’s aggregate liability arising from such pre-production access shall not exceed CAD $1,000.

This limitation does not apply to fraud or wilful misconduct or liability that cannot lawfully be limited.

25.5 Mitigation

A Party seeking recovery shall take commercially reasonable steps to mitigate loss.

Paysection is not responsible for the portion of loss that the Merchant could reasonably have prevented or mitigated.

25.6 Claims Limitation

Subject to any contrary provision in an applicable Platform Service Agreement, and to the fullest extent permitted by law, a claim arising solely under these Online Terms must be commenced within 12 months after the claimant knew or reasonably ought to have known the material facts giving rise to the claim.

26. Indemnification

Where a Platform Service Agreement applies, its indemnification provisions control.

Without limiting any indemnity contained in a Platform Service Agreement, the Merchant shall indemnify, defend and hold harmless Paysection and its Affiliates, officers, directors, employees and agents from third-party claims, regulatory inquiries, investigations, liabilities, losses, damages, fines, penalties, assessments, settlements and reasonable legal expenses to the extent arising from:

• the Merchant’s material breach;

• violation of applicable law;

• prohibited use of the Services;

• inaccurate, incomplete, unauthorized or fraudulent Transaction Instructions;

• failure to obtain required authorizations;

• Merchant integration or configuration errors;

• the Merchant’s products, representations or business activities;

• conduct of a Sub-Merchant, Downstream Client or End User for which the Merchant is responsible;

• failure by the Merchant to perform required due diligence or compliance controls;

• claims brought by the Merchant’s Sub-Merchants, Downstream Clients or End Users arising from the Merchant’s relationship with them; or

• a third-party or Financial-Institution Partner claim arising from the Merchant’s conduct or breach.

The Merchant is not responsible to the extent a claim is directly caused by Paysection conduct for which Paysection is responsible under the applicable Agreement.

Any obligation of Paysection to indemnify a Merchant is governed by the applicable Platform Service Agreement.

No additional Paysection indemnity arises solely from sandbox, onboarding or evaluation access.

27. No Circumvention of Controls

The Merchant shall not attempt to circumvent:

• transaction limits;

• sanctions controls;

• AML/CTF controls;

• approval requirements;

• Financial-Institution Partner restrictions;

• account limitations;

• payment-network rules; or

• security controls.

A transaction rejected or restricted through one permitted route must not be resubmitted through another route for the purpose of avoiding the applicable restriction.

28. Termination

Where a Platform Service Agreement has been executed, its provisions concerning term, renewal, termination, minimum commitments, notice, cure, wind-down and post-termination obligations control exclusively.

Nothing in these Online Terms creates an independent right to terminate a Platform Service Agreement contrary to its terms.

Before live activation, either Party may discontinue a sandbox, onboarding or evaluation relationship unless otherwise agreed in writing.

Termination does not affect accrued obligations, outstanding transactions, return or reversal obligations, recordkeeping requirements, regulatory obligations or provisions intended to survive.

29. Force Majeure

Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, labour disruptions, governmental action, widespread telecommunications failures, major cyber incidents, utility failures, banking-system disruptions, clearing-system failures or payment-network failures.

The affected Party shall use commercially reasonable efforts to mitigate the impact and resume performance.

Where a Platform Service Agreement applies, any suspension or termination rights arising from a force-majeure event are governed exclusively by that Platform Service Agreement.

Nothing in this Section excuses an obligation that applicable law does not permit to be suspended.

30. Amendments and Version Control

Paysection may update these Online Terms from time to time.

Updates will carry a version number and effective date.

Where an executed Platform Service Agreement applies, changes affecting live Services are subject to the amendment, notice, consent and termination provisions of that Platform Service Agreement.

No amendment to these Online Terms by itself overrides an express allocation in an applicable Platform Service Agreement concerning:

• ownership;

• beneficial entitlement;

• legal title;

• custody;

• safeguarding;

• trusteeship;

• control;

• processing;

• execution;

• settlement;

• pricing;

• liability; or

• termination rights.

Continued use following an amendment constitutes acceptance only to the extent permitted under the applicable Agreement and applicable law.

31. Assignment

Where an applicable Platform Service Agreement contains assignment provisions, those provisions control.

Where no Platform Service Agreement applies, the Merchant may not assign, transfer, sublicense or permit another legal entity to assume its access or obligations without Paysection’s prior written consent.

32. Publicity and Regulatory Representations

The Merchant may not use Paysection’s name, logo, trademarks or branding in public marketing, promotional statements or press releases without prior written approval, except for factual references expressly authorized by Paysection.

The Merchant shall not represent that:

• Paysection is a bank;

• Paysection is a trust company;

• Paysection is the Merchant’s regulator;

• Paysection guarantees the Merchant’s obligations;

• a regulator endorses Paysection or the Merchant;

• Paysection provides a regulated financial service it does not provide; or

• a Financial-Institution Partner has approved a Service that has not been approved.

33. No Partnership, Agency or Fiduciary Relationship

Except where expressly established by applicable Governing Documentation, nothing in these Online Terms creates a partnership, joint venture, employment, agency or fiduciary relationship between Paysection and the Merchant.

Paysection does not become a trustee or fiduciary for the Merchant merely by providing the Platform or Services.

Where an independent regulated trust company acts as trustee under an applicable safeguarding arrangement, its fiduciary duties arise under the applicable trust documentation and law.

34. Governing Law and Dispute Resolution

Where an applicable Platform Service Agreement contains governing-law, arbitration or dispute-resolution terms, those terms control.

Where no Platform Service Agreement has been executed, these Online Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein.

A dispute arising solely under these Online Terms that cannot be resolved informally shall be finally resolved by binding arbitration seated in Toronto, Ontario under the applicable arbitration rules of the ADR Institute of Canada before one arbitrator.

Nothing prevents a Party from seeking temporary or injunctive relief from a court of competent jurisdiction to protect Confidential Information, intellectual property, credentials, security or another right for which monetary damages would not provide an adequate remedy.

To the maximum extent permitted by applicable law, disputes shall be brought only in an individual capacity and not as a class, representative or collective proceeding.

Class arbitration is not permitted unless both Parties expressly agree in writing after the dispute arises.

To the extent a dispute is heard in court and to the maximum extent permitted by applicable law, each Party waives any right to trial by jury.

35. Electronic Records and Platform Evidence

The Merchant agrees that electronic records, Platform logs, API records, authentication records, transaction records and reconciliation records may be used as evidence of:

• access;

• instructions;

• authorization;

• processing;

• acceptance of terms; and

• other Platform activity.

Absent manifest error, Paysection’s Platform records constitute prima facie evidence of Transaction Instructions received and processing activity recorded by the Platform.

36. Data Export and Post-Termination Access

Subject to applicable law, security requirements, retention obligations, confidentiality restrictions, third-party rights and payment of amounts properly due, a Merchant may request export of reasonably available Merchant data following termination.

Where a Platform Service Agreement or Data Processing Agreement specifies a period for such requests, that period controls. Otherwise, requests should be made within 30 days following termination.

Paysection is not required to disclose data that it is legally prohibited from disclosing or that must remain restricted for regulatory, security or third-party confidentiality reasons.

37. Notices

Formal notices relating to an executed Platform Service Agreement must be delivered in accordance with that Agreement.

Other notices may be delivered to the Merchant’s account email address, through the Platform or by another electronic method reasonably designed to provide notice.

The Merchant is responsible for maintaining current contact information.

38. Severability

If any provision of these Online Terms is held invalid, illegal or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions shall remain in effect.

39. No Waiver

Failure or delay by either Party to exercise a right does not waive that right.

A waiver is effective only if expressly given and does not constitute a continuing waiver unless stated otherwise.

40. Entire Agreement

For onboarding, sandbox, evaluation or other pre-production Platform access not governed by an executed Platform Service Agreement, these Online Terms, the Privacy Policy and any other expressly accepted pre-production terms constitute the agreement governing such access.

For live Services, the complete contractual relationship consists of the applicable Platform Service Agreement and the documents incorporated into it, including applicable Addenda, Order Forms, Schedules, these Online Terms and the Privacy Policy, subject to the applicable order of precedence.

Website statements, marketing materials and informal communications do not modify an executed agreement unless expressly incorporated into it.

41. Survival

The following survive termination to the extent necessary to give them effect:

• accrued payment obligations;

• confidentiality;

• intellectual property;

• privacy and data-retention obligations;

• audit and regulatory cooperation;

• indemnification;

• limitations and exclusions of liability;

• claims limitations;

• electronic-record provisions;

• governing law;

• dispute resolution; and

• any other provision that by its nature is intended to survive.

42. Contact Information

Paysection Inc.
49 High Street, 3rd Floor
Barrie, Ontario L4N 5J4
Canada

Email: info@paysection.com

End of Paysection Online Terms and Conditions v1.5

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