PRIVATEPAY LIMITED

Public Offer and Platform Use Agreement

Important notice. These Terms are a working legal draft and must be verified against PrivatePay’s agreements with Financial Partners, applicable U.S. state licensing arrangements, EEA payment-services requirements and mandatory consumer disclosures before publication.

 

Table of Contents

1. About PrivatePay

2. Scope of these Terms

3. Nature of the Services

4. No Holding of Customer Funds by PrivatePay

5. Eligibility

6. Account Registration and Verification

7. Account Security

8. Payment Orders

9. Incoming Payments

10. Currency Conversion

11. Fees

12. AML, Sanctions and Transaction Monitoring

13. Prohibited Use

14. Suspension and Closure

15. Unauthorized or Incorrect Transactions

16. Customer Communications

17. Privacy and Data Protection

18. Intellectual Property

19. Liability

20. Customer Indemnity

21. Complaints

22. Changes to the Services and Terms

23. Force Majeure

24. Assignment and Subcontracting

25. General Provisions

26. Governing Law and Jurisdiction

27. Contact Information

28. Definitions

 

These General Terms of Service constitute a legally binding agreement between you and PRIVATEPAY LIMITED Please read them carefully before registering for, accessing or using the PrivatePay platform or any related service.

1. About PrivatePay

1.1 Contracting entity

These General Terms of Service are entered into between:

PRIVATEPAY LIMITED, a company incorporated under the laws of British Columbia, Canada, under company registration number BC1505968, with its registered office at 329 Howe Street, Vancouver, British Columbia, V6C 3N2, Canada (“PrivatePay”, “we”, “us” or “our”); and

the individual, sole proprietor, legal entity or other organization that registers for or uses the Services (“Customer”, “you” or “your”).

1.2 FINTRAC registration

PrivatePay is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) as a Canadian money services business under registration number C100000477. Its business address recorded for FINTRAC purposes is 200–7404 King George Boulevard, Surrey, British Columbia, V3W 1N6, Canada.

PrivatePay’s FINTRAC registration relates to its obligations under Canadian anti-money laundering and counter-terrorist financing legislation. Registration with FINTRAC does not constitute a banking licence, deposit-taking licence, governmental endorsement, guarantee of solvency or insurance of any funds.

1.3 FinCEN registration

PrivatePay is registered with the United States Financial Crimes Enforcement Network (“FinCEN”) as a money services business under registration number 31000320572788. The address recorded for FinCEN registration purposes is 600–777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, Canada.

FinCEN registration relates to federal anti-money laundering registration and reporting obligations. It does not constitute a banking licence, governmental endorsement or, by itself, authorization to provide money transmission services in every U.S. state. Services in the United States are made available only through appropriately licensed or otherwise authorized Financial Partners and in jurisdictions where the relevant Service may lawfully be provided.

1.4 PrivatePay is not a bank

PrivatePay is not a bank, credit institution or deposit-taking institution.

A PrivatePay Account is not, by itself, a bank account or deposit account. Payment accounts, payment details and payment infrastructure made available through the Platform may be issued, maintained or operated by a Financial Partner.

Unless expressly stated otherwise in applicable Service-Specific Terms, funds processed through the Services are not covered by the Canada Deposit Insurance Corporation, the United States Federal Deposit Insurance Corporation, an EU deposit guarantee scheme or any equivalent deposit insurance arrangement.

2. Scope of these Terms

2.1 Application

These Terms govern:

1.     your registration for and use of the Platform;

2.     access to payment and related financial functionality made available through the Platform;

3.     Payment Orders submitted through the Platform;

4.     payment initiation, receipt, currency conversion and other services made available through Financial Partners;

5.     your relationship with PrivatePay in connection with the Services; and

6.     related support, compliance, security and technical services.

2.2 Additional documents

The following documents form part of your agreement with PrivatePay, where applicable:

7.     the Privacy Policy;

8.     the Fee Schedule;

9.     the Acceptable Use Policy;

10.  any Service-Specific Terms;

11.  any transaction-specific disclosure or quotation presented before confirmation;

12.  any commercial offer, order form or individual agreement accepted by PrivatePay and the Customer; and

13.  any mandatory terms imposed by a Financial Partner.

If there is a conflict, the following order of precedence applies unless expressly stated otherwise:

14.  an individually executed agreement or order form;

15.  Service-Specific Terms;

16.  a transaction-specific disclosure accepted by you;

17.  the Fee Schedule;

18.  these General Terms;

19.  the Acceptable Use Policy and other policies.

Mandatory law will always prevail where it cannot lawfully be modified by agreement.

3. Nature of the Services

3.1 PrivatePay platform

PrivatePay combines a user-friendly payment interface with infrastructure provided by regulated financial and payment institutions.

Through a single digital environment, Customers may access available payment methods, submit Payment Orders, review transaction information, manage beneficiaries, receive compliance communications and use other functionality made available in their Account.

3.2 Services executed by Financial Partners

Payment transactions made available through the Platform are executed through banks, payment institutions, electronic money institutions, licensed money transmitters, money services businesses or other regulated service providers operating in the United States, the European Economic Area or other applicable jurisdictions.

These entities are referred to in these Terms as “Financial Partners”.

A Financial Partner may:

20.  provide payment account details or payment infrastructure;

21.  receive or transmit funds;

22.  perform currency conversion;

23.  process, execute, reject, reverse or return a transaction;

24.  conduct identification, sanctions, fraud and compliance checks;

25.  impose transaction limits or eligibility requirements;

26.  request information or supporting documents;

27.  suspend access to a payment method; and

28.  take any other action required by applicable law, its licence, internal policies or contractual obligations.

3.3 No obligation to identify every Financial Partner publicly

PrivatePay may use one or more Financial Partners for a Service. PrivatePay is not required to publish the identity of every Financial Partner on its website or in these Terms.

Where required by applicable law or reasonably necessary for the relevant Service, the identity and applicable terms of a Financial Partner will be disclosed separately.

3.4 Changes to Financial Partners

PrivatePay may appoint, replace or discontinue a Financial Partner without obtaining your prior consent, provided that doing so does not unlawfully reduce any mandatory rights available to you.

A change of Financial Partner may result in:

29.  replacement of payment account details;

30.  changes to available currencies or payment methods;

31.  additional verification;

32.  revised limits;

33.  temporary interruption of a Service; or

34.  changes to processing times or fees.

3.5 No guarantee of continuous availability

The availability of a Service depends on technical infrastructure, Financial Partners, banking networks, clearing systems, correspondent banks and applicable regulatory restrictions.

PrivatePay does not guarantee that every Service, currency, country, payment method or Financial Partner will remain available at all times.

4. No Holding of Customer Funds by PrivatePay

4.1 PrivatePay’s operating model

Unless expressly stated otherwise in Service-Specific Terms, PrivatePay does not accept Customer funds for storage on its own balance sheet and does not maintain Customer funds as deposits.

Payment funds are transmitted through accounts or infrastructure operated by Financial Partners. Funds may pass through payment accounts as part of transaction execution but are not accepted by PrivatePay for indefinite storage.

4.2 Funds held or controlled by Financial Partners

Any funds that are temporarily held pending completion, compliance review, rejection, reversal or return of a transaction may be held or controlled by the relevant Financial Partner rather than by PrivatePay.

The treatment of such funds may be subject to:

35.  the Financial Partner’s regulatory obligations;

36.  safeguarding or segregation requirements applicable to the Financial Partner;

37.  banking or payment network rules;

38.  insolvency law;

39.  court, regulator or law-enforcement orders; and

40.  the Financial Partner’s terms and procedures.

4.3 Dashboard balances

Any balance shown in the Platform is a digital representation of transaction and account information received from or calculated using data supplied by Financial Partners.

A displayed balance:

41.  does not mean that PrivatePay holds that amount as a deposit;

42.  may be provisional;

43.  may be subject to compliance review, reconciliation, reversal, return or correction;

44.  may not constitute an unconditional debt owed by PrivatePay; and

45.  may differ temporarily from the records of the relevant Financial Partner.

The records of the relevant Financial Partner and applicable payment network may be used to determine the final status of a transaction.

4.4 No return of funds by PrivatePay upon Account closure

Because PrivatePay does not ordinarily hold Customer funds, PrivatePay may have no Customer funds to return when an Account is closed.

Any pending or unsettled funds will be handled according to the procedures of the relevant Financial Partner and applicable law.

PrivatePay may assist with communications concerning those funds but does not guarantee that it can directly release, return or transfer funds controlled by a Financial Partner.

5. Eligibility

5.1 Eligible Customers

The Services may be made available to:

46.  individuals acting for personal purposes;

47.  sole proprietors and self-employed persons;

48.  companies, partnerships and other legal entities; and

49.  other organizations accepted by PrivatePay.

PrivatePay may offer different Services, limits, fees and contractual protections to Business Customers and Consumers.

5.2 Age

An individual Customer must be at least 18 years old and legally capable of entering into a binding agreement.

5.3 Business Customers

A person registering for a Business Customer represents that:

50.  the Business Customer is validly established and lawfully operating;

51.  the person has full authority to bind the Business Customer;

52.  all information provided about the Business Customer, its controllers and beneficial owners is complete and accurate; and

53.  use of the Services is connected with lawful business activity.

5.4 Geographic availability

The Services may be offered to eligible Customers in the European Economic Area and the United States, subject to:

54.  applicable laws;

55.  availability through Financial Partners;

56.  licensing and territorial restrictions;

57.  sanctions restrictions;

58.  Customer risk classification; and

59.  availability of the relevant payment method.

Registration or access to the Platform does not mean that every Service is lawfully or operationally available in every country or U.S. state.

5.5 Right to refuse service

PrivatePay may refuse an application or decline to activate any Service where permitted by law.

PrivatePay is not required to disclose confidential risk criteria or information whose disclosure is restricted by law, a regulator, law enforcement or a Financial Partner.

6. Account Registration and Verification

6.1 Registration information

You must provide complete, accurate and current information requested during registration or at any later time.

Depending on the Customer and Service, this may include:

60.  identity documents;

61.  proof of residential or business address;

62.  corporate documents;

63.  information about directors, representatives, controllers and beneficial owners;

64.  tax identification information;

65.  source-of-funds or source-of-wealth information;

66.  information about expected activity;

67.  contracts, invoices or supporting payment documents;

68.  bank statements;

69.  information about counterparties and beneficiaries; and

70.  any other information reasonably required for legal, compliance or risk purposes.

6.2 Ongoing verification

Verification is an ongoing process and does not end when an Account is opened.

PrivatePay or a Financial Partner may request additional information or repeat verification:

71.  before or after a transaction;

72.  when transaction activity changes;

73.  when documents expire;

74.  following a sanctions, fraud or adverse-media alert;

75.  when required by law or a regulator; or

76.  as part of periodic review.

6.3 Third-party verification providers

PrivatePay may use third-party identity, business verification, sanctions screening, fraud prevention and blockchain analytics providers.

You authorize PrivatePay to transmit relevant information to these providers and Financial Partners in accordance with the Privacy Policy and applicable law.

6.4 Failure to provide information

If you do not provide requested information within the stated period, PrivatePay or a Financial Partner may:

77.  delay or reject a transaction;

78.  restrict functionality;

79.  suspend the Account;

80.  prevent the initiation of new transactions;

81.  close the Account; or

82.  take any other action required by law.

7. Account Security

7.1 Security credentials

You must keep usernames, passwords, authentication codes, devices, API credentials and security information confidential and secure.

You must not allow an unauthorized person to access your Account.

7.2 Multi-factor authentication

PrivatePay may require multi-factor authentication or other security procedures.

You must keep your registered telephone number, email address and authentication methods current and accessible.

7.3 Corporate users

A Business Customer is responsible for:

83.  appointing authorized users;

84.  assigning appropriate access rights;

85.  reviewing users’ access regularly;

86.  promptly removing former employees or representatives; and

87.  all activity performed through authorized credentials, except where liability cannot lawfully be assigned to the Business Customer.

7.4 Compromised Account

You must notify PrivatePay immediately if you believe that:

88.  your Account has been accessed without authorization;

89.  credentials have been lost, stolen or compromised;

90.  an unauthorized Payment Order has been submitted; or

91.  your registered email or device is no longer secure.

PrivatePay may restrict the Account while the matter is investigated.

8. Payment Orders

8.1 Submission

A “Payment Order” is an instruction submitted through the Platform requesting initiation or execution of a payment, transfer, conversion or related transaction.

Before confirming a Payment Order, you must verify all information, including:

92.  beneficiary name;

93.  account number or IBAN;

94.  routing or bank code;

95.  currency;

96.  amount;

97.  beneficiary bank country;

98.  payment purpose;

99.  reference information; and

100.        any other requested details.

8.2 Responsibility for payment details

You are responsible for the completeness and accuracy of payment details submitted through your Account.

PrivatePay and Financial Partners may rely on an account number, IBAN, routing code, wallet address or other unique identifier even if the beneficiary name does not match, except where applicable law requires otherwise.

8.3 Receipt of Payment Order

A Payment Order is considered received only when:

101.        it has been successfully submitted through the Platform;

102.        all required information has been provided;

103.        applicable authentication has been completed;

104.        sufficient funding is available through the relevant Financial Partner;

105.        required compliance checks have been completed; and

106.        the Financial Partner has accepted the instruction for processing.

A status shown as “submitted”, “pending” or similar does not necessarily mean that the Payment Order has been accepted for execution.

8.4 Cut-off times and business days

Payment Orders received after an applicable cut-off time, on a weekend or on a public holiday may be treated as received on the following Business Day.

Cut-off times and Business Days may differ depending on the Financial Partner, currency, banking network and location of the beneficiary.

8.5 Cancellation

A Payment Order may not be cancellable after it has been transmitted to a Financial Partner or payment network.

PrivatePay may attempt to request cancellation or recall but does not guarantee success.

You are responsible for recall, return, intermediary bank and investigation fees unless the transaction resulted from an error for which PrivatePay is legally responsible.

8.6 Processing times

Any processing or delivery time shown in the Platform is an estimate unless expressly identified as guaranteed.

A transaction may be delayed by:

107.        compliance or sanctions screening;

108.        Financial Partner review;

109.        beneficiary bank review;

110.        correspondent banks;

111.        clearing or payment networks;

112.        inaccurate or incomplete details;

113.        public holidays;

114.        technical disruption; or

115.        events outside PrivatePay’s reasonable control.

9. Incoming Payments

9.1 Payment instructions

You must use the payment instructions and reference information shown in the Platform.

Payment instructions may be issued or maintained by a Financial Partner and may change from time to time.

9.2 Third-party payments

PrivatePay may permit or restrict payments from third parties depending on the Service, Customer type, transaction purpose and Financial Partner requirements.

A payment received from a third party may be delayed, rejected or returned if:

116.        the sender cannot be identified;

117.        the payment is inconsistent with the Customer’s profile;

118.        supporting documents are unavailable;

119.        the payment reference is missing or incorrect;

120.        the payment appears suspicious or prohibited; or

121.        the Financial Partner does not accept third-party funding.

9.3 Unidentified or incorrect payments

PrivatePay does not guarantee that funds sent with incorrect payment details can be identified or credited.

Reasonable investigation or return fees may apply.

9.4 Final credit

An incoming payment is final only after it has been:

122.        received by the relevant Financial Partner;

123.        reconciled;

124.        accepted following required compliance checks; and

125.        treated as final under the applicable payment network rules.

A provisional credit may be reversed if the underlying payment is returned, recalled, cancelled, disputed, fraudulent or credited in error.

10. Currency Conversion

10.1 Exchange rates

Where currency conversion is available, the applicable exchange rate may be provided by PrivatePay, a Financial Partner or a third-party liquidity provider.

The rate may include a margin or spread.

10.2 Transaction disclosure

Before confirming a conversion, the Platform may display:

126.        the source currency and amount;

127.        the destination currency and estimated amount;

128.        the applicable rate;

129.        PrivatePay fees;

130.        partner or network fees; and

131.        the period for which the quotation is valid.

10.3 Expired quotations

If a quotation expires before confirmation or execution, a new rate may apply.

10.4 Manifest pricing errors

PrivatePay or a Financial Partner may reject, correct or reverse a transaction executed at a rate that was manifestly incorrect due to a technical, market-data or operational error, to the extent permitted by applicable law.

11. Fees

11.1 Applicable fees

You must pay the fees disclosed:

132.        in the Fee Schedule;

133.        in an individual commercial agreement;

134.        in the Platform before confirming a transaction; or

135.        in Service-Specific Terms.

Fees may include:

136.        transaction fees;

137.        currency conversion margins;

138.        account or subscription fees;

139.        onboarding or compliance fees;

140.        payment investigation fees;

141.        recall or return fees;

142.        correspondent bank charges;

143.        partner and network charges; and

144.        other charges disclosed before they become applicable.

11.2 Third-party deductions

Correspondent banks, beneficiary banks, payment networks or Financial Partners may deduct fees from the payment amount.

Unless mandatory law provides otherwise, PrivatePay is not responsible where a beneficiary receives less than the original amount because of a third-party deduction disclosed or customary for the relevant payment route.

11.3 Changes to fees

For Business Customers, PrivatePay may change recurring or generally applicable fees by giving at least three calendar days’ notice through email, the Platform or another durable medium.

A Business Customer that does not accept the change may stop using the affected Service and close its Account before the change takes effect.

For Consumers, PrivatePay will provide any longer notice period required by mandatory law. Where EU payment-services legislation applies to a framework contract, changes will be notified within the period required by that legislation.

11.4 Immediate changes

A fee or cost may change immediately where reasonably necessary because of:

145.        a change in law or regulatory requirement;

146.        a Financial Partner’s or payment network’s fee;

147.        a correspondent bank deduction;

148.        a market exchange rate;

149.        a tax or government charge;

150.        a security or fraud risk; or

151.        circumstances outside PrivatePay’s reasonable control.

Where reasonably possible, PrivatePay will disclose the applicable amount before you confirm the transaction.

12. AML, Sanctions and Transaction Monitoring

12.1 Compliance obligations

PrivatePay maintains anti-money laundering, counter-terrorist financing, sanctions, fraud prevention and transaction monitoring controls.

PrivatePay and Financial Partners may screen Customers, representatives, counterparties, beneficiaries, transactions, devices, payment details and related data.

12.2 Transaction restrictions

PrivatePay or a Financial Partner may delay, reject, suspend, block, reverse or return a transaction, or restrict access to a Service, where reasonably considered necessary to:

152.        comply with applicable law;

153.        comply with sanctions or restrictive measures;

154.        respond to a regulator, court, law-enforcement body or competent authority;

155.        conduct enhanced due diligence;

156.        investigate suspected fraud, money laundering or other unlawful activity;

157.        verify the source or purpose of funds;

158.        obtain supporting documents;

159.        protect PrivatePay, a Financial Partner, the Customer or another person;

160.        comply with payment network rules; or

161.        apply PrivatePay’s or a Financial Partner’s compliance policies.

12.3 Customer notification

Where legally permitted, PrivatePay will send a notice concerning a restriction or information request to the email address registered to the Account or through the Platform.

You are responsible for monitoring your registered email and Account notifications.

12.4 Supporting documents

The information required to review a transaction will depend on the nature, amount, parties, jurisdiction, risk indicators and purpose of the transaction.

PrivatePay may request, among other things:

162.        contracts;

163.        invoices;

164.        bank statements;

165.        source-of-funds evidence;

166.        source-of-wealth evidence;

167.        tax documents;

168.        proof of delivery;

169.        information about the sender or beneficiary;

170.        explanation of the economic purpose; or

171.        other evidence reasonably required for the review.

12.5 No guaranteed review period

PrivatePay will seek to complete reviews within a reasonable period but cannot guarantee a specific completion time where the review depends on:

172.        information from the Customer;

173.        a Financial Partner;

174.        another financial institution;

175.        a competent authority; or

176.        legal restrictions.

12.6 Restricted disclosure

PrivatePay may be unable to disclose:

177.        the existence of a regulatory or law-enforcement inquiry;

178.        a suspicious transaction report;

179.        confidential monitoring criteria;

180.        information received from a Financial Partner; or

181.        the detailed reason for a restriction.

Nothing in these Terms requires PrivatePay to make a disclosure prohibited by law.

13. Prohibited Use

You must not use the Services:

182.        for unlawful, fraudulent, deceptive or abusive activity;

183.        to launder money or finance terrorism;

184.        to violate sanctions or export controls;

185.        for transactions involving stolen or counterfeit goods;

186.        to impersonate another person;

187.        to evade transaction limits or verification requirements;

188.        to process funds for another person without authorization;

189.        to provide unlicensed financial services;

190.        to manipulate, exploit or interfere with the Platform;

191.        using false, misleading or incomplete information; or

192.        for any activity prohibited by the Acceptable Use Policy or a Financial Partner.

Certain industries or transaction types may require PrivatePay’s prior written approval.

14. Suspension and Closure

14.1 Suspension by PrivatePay

PrivatePay may suspend or restrict an Account or Service where:

193.        these Terms have been breached;

194.        required information has not been provided;

195.        PrivatePay suspects fraud or unlawful activity;

196.        an Account appears compromised;

197.        a Financial Partner requests or requires suspension;

198.        the Customer creates legal, regulatory or reputational risk;

199.        fees or other amounts remain unpaid;

200.        use of the Service is inconsistent with the Customer’s approved profile; or

201.        suspension is reasonably necessary to protect the Platform or another person.

14.2 Notice

PrivatePay will provide notice before or promptly after suspension where reasonably possible and legally permitted.

Notice may be withheld where disclosure:

202.        is prohibited by law;

203.        could compromise a compliance or fraud investigation;

204.        could create a security risk; or

205.        is restricted by a Financial Partner or competent authority.

14.3 Closure by Customer

You may request closure of your Account at any time through the Platform or by contacting support.

Before closure, you must:

206.        stop initiating new transactions;

207.        pay outstanding fees;

208.        cooperate with any pending compliance review; and

209.        allow pending transactions to be completed, rejected or returned.

14.4 Closure by PrivatePay

PrivatePay may close an Account:

210.        by giving reasonable notice;

211.        immediately where these Terms have been materially breached;

212.        where required by law or a Financial Partner;

213.        where continued service creates unacceptable risk; or

214.        where the relevant Services are discontinued.

Any mandatory notice or termination rights applicable to Consumers remain unaffected.

14.5 Effect of closure

Closure of an Account:

215.        does not cancel completed transactions;

216.        does not remove outstanding obligations;

217.        does not prevent completion of compliance reviews;

218.        does not require PrivatePay to return funds it does not hold; and

219.        does not prevent a Financial Partner from retaining, rejecting or returning funds in accordance with law and its procedures.

15. Unauthorized or Incorrect Transactions

15.1 Reporting

You must review your Account and transaction history regularly and notify PrivatePay without undue delay after becoming aware of:

220.        an unauthorized transaction;

221.        an incorrectly executed transaction;

222.        an incorrect balance;

223.        a duplicate transaction; or

224.        any other suspected error.

15.2 Mandatory consumer rights

Any statutory time limits, reimbursement rights or error-resolution procedures applicable to a Consumer remain unaffected.

For U.S. Consumers, certain electronic fund transfers may be subject to the Electronic Fund Transfer Act and Regulation E.

For EEA Consumers, payment transactions may be subject to the national law implementing applicable EU payment-services legislation.

15.3 Business Customers

To the fullest extent permitted by law, a Business Customer must notify PrivatePay of an alleged unauthorized or incorrectly executed transaction within 30 calendar days after the transaction appears in the Platform.

A shorter or longer period may apply under an individual agreement, payment network rule or mandatory law.

15.4 Customer-caused errors

Unless mandatory law provides otherwise, you are responsible for loss caused by:

225.        incorrect beneficiary information supplied by you;

226.        sharing credentials;

227.        failure to secure the Account;

228.        failure to remove an unauthorized corporate user;

229.        fraudulent or grossly negligent conduct; or

230.        failure to report known compromise without undue delay.

16. Customer Communications

16.1 Electronic communications

You agree to receive contractual, operational, compliance and security communications electronically.

PrivatePay may communicate through:

231.        the registered email address;

232.        the Platform;

233.        push notifications;

234.        SMS; or

235.        another contact method provided by you.

16.2 Registered email

A message sent to the registered email address will be treated as delivered when sent, unless PrivatePay receives a delivery-failure notification.

You must keep your email address current and check it regularly.

16.3 Language

These Terms are drafted in English.

Translations may be provided for convenience. Unless mandatory law requires otherwise, the English version prevails in the event of inconsistency.

17. Privacy and Data Protection

PrivatePay processes personal information in accordance with its Privacy Policy and applicable data protection law.

Information may be shared with:

236.        Financial Partners;

237.        identity and business verification providers;

238.        sanctions and fraud-screening providers;

239.        payment networks and correspondent banks;

240.        technology and cloud-service providers;

241.        professional advisers;

242.        regulators, courts and competent authorities; and

243.        other persons where required or permitted by law.

Because the Services operate internationally, personal information may be processed outside your country of residence, subject to applicable transfer safeguards.

KYC, transaction and compliance records may be retained after Account closure for the period required by applicable law.

18. Intellectual Property

The Platform, software, design, content, trademarks, documentation and related intellectual property belong to PrivatePay or its licensors.

PrivatePay grants you a limited, non-exclusive, non-transferable and revocable right to use the Platform solely for lawful use of the Services.

You must not:

244.        copy or redistribute the Platform;

245.        reverse-engineer or attempt to extract source code;

246.        bypass security controls;

247.        use automated access without authorization;

248.        create a competing product using PrivatePay materials; or

249.        use PrivatePay trademarks without written permission.

19. Liability

19.1 Standard of performance

PrivatePay will provide its own Services with reasonable care and skill, subject to:

250.        applicable law;

251.        the role of Financial Partners;

252.        technical limitations;

253.        compliance obligations; and

254.        events outside PrivatePay’s reasonable control.

19.2 Financial Partner actions

PrivatePay is not liable for an act or omission of an independent Financial Partner, bank, correspondent bank, payment network or beneficiary institution, except to the extent that:

255.        PrivatePay is legally responsible for that act or omission;

256.        the loss was directly caused by PrivatePay’s breach of these Terms; or

257.        liability cannot lawfully be excluded.

PrivatePay may assist the Customer in communicating with the relevant Financial Partner.

19.3 Excluded losses

To the fullest extent permitted by law, PrivatePay is not liable for:

258.        indirect or consequential loss;

259.        loss of profit, revenue, opportunity, goodwill or anticipated savings;

260.        business interruption;

261.        loss caused by inaccurate Customer instructions;

262.        exchange-rate movements;

263.        correspondent bank deductions;

264.        delay caused by compliance review;

265.        a regulator, court or competent authority;

266.        failure of telecommunications, banking or payment networks;

267.        suspension required by a Financial Partner; or

268.        an event outside PrivatePay’s reasonable control.

19.4 Liability cap for a specific transaction

To the fullest extent permitted by applicable law, PrivatePay’s total aggregate liability arising from or relating to a particular transaction is limited to the amount of the fee charged and retained by PrivatePay for that particular transaction.

Fees charged or retained by a Financial Partner, bank, payment network or other third party are not included in this limit.

19.5 Exclusions from the liability cap

The limitation in clause 19.4 does not apply to:

269.        PrivatePay’s fraud;

270.        PrivatePay’s wilful misconduct;

271.        PrivatePay’s gross negligence, where liability cannot lawfully be limited;

272.        death or personal injury caused by negligence where such liability cannot lawfully be limited;

273.        liability that applicable law prohibits PrivatePay from excluding or limiting;

274.        mandatory statutory reimbursement obligations; or

275.        an obligation to account for funds that PrivatePay is legally determined to hold for the Customer.

19.6 Consumer rights

Nothing in these Terms excludes, restricts or modifies any statutory right or remedy of a Consumer that cannot lawfully be excluded, restricted or modified.

Where a provision conflicts with mandatory consumer or payment-services law, the mandatory law prevails.

20. Customer Indemnity

A Business Customer will indemnify PrivatePay against reasonable losses, claims, costs and expenses resulting from:

276.        the Business Customer’s unlawful use of the Services;

277.        a material breach of these Terms;

278.        inaccurate information supplied by the Business Customer;

279.        a claim by the Business Customer’s customer, employee or counterparty arising from the Business Customer’s conduct;

280.        violation of another person’s rights; or

281.        tax, regulatory or legal obligations belonging to the Business Customer.

This indemnity does not apply to the extent that the loss was caused by PrivatePay’s fraud, wilful misconduct, gross negligence or breach of applicable law.

21. Complaints

21.1 Submission

A complaint may be submitted to:

Email: [email protected]

Postal address: [COMPLAINTS ADDRESS]

The complaint should include:

282.        the Customer’s full name or legal name;

283.        the registered email address;

284.        relevant transaction details;

285.        a description of the issue; and

286.        the requested resolution.

21.2 Handling

PrivatePay will acknowledge and investigate complaints within the time required by applicable law.

Where no mandatory period applies, PrivatePay will seek to acknowledge the complaint within five Business Days and provide a substantive response within 15 Business Days.

Complex cases or cases involving a Financial Partner may require additional time.

21.3 Regulatory complaints

Depending on the subject matter and applicable jurisdiction, a Customer may have the right to contact a competent consumer, privacy, financial-services or payment-services authority.

FINTRAC is responsible for Canadian anti-money laundering supervision and is not a general commercial dispute-resolution body.

FinCEN and FINTRAC supervise compliance with applicable anti-money laundering obligations but are not general commercial dispute-resolution bodies. Depending on the relevant Service and jurisdiction, a Customer may also have rights to contact an applicable consumer protection, privacy, financial-services or payment-services authority.

22. Changes to the Services and Terms

22.1 Service changes

PrivatePay may modify, replace, suspend or discontinue a Service where reasonably necessary for legal, technical, commercial, compliance or partner-related reasons.

22.2 Changes to these Terms

PrivatePay may amend these Terms by providing notice through email, the Platform or another durable medium.

For Business Customers, amendments may take effect after at least three calendar days’ notice unless:

287.        a longer period is stated;

288.        the change benefits the Customer;

289.        immediate implementation is required by law, security concerns or a Financial Partner; or

290.        an individual agreement provides otherwise.

For Consumers, PrivatePay will apply the advance-notice period and consent procedure required by mandatory law.

22.3 Rejection of changes

Where you have a legal or contractual right to reject an amendment, you may stop using the affected Service and request Account closure before the amendment takes effect.

Continued use after the effective date constitutes acceptance only to the extent permitted by applicable law.

23. Force Majeure

PrivatePay is not liable for delay or failure caused by an event outside its reasonable control, including:

291.        failure of a bank, Financial Partner or payment network;

292.        internet or telecommunications failure;

293.        cyberattack;

294.        power outage;

295.        industrial action;

296.        natural disaster;

297.        war, terrorism or civil unrest;

298.        epidemic or governmental restriction;

299.        sanctions or legal change; or

300.        action of a regulator, court or competent authority.

PrivatePay will take reasonable steps to reduce the effect of such an event.

24. Assignment and Subcontracting

You may not transfer your rights or obligations under these Terms without PrivatePay’s written consent.

PrivatePay may assign, transfer, subcontract or novate its rights or obligations:

301.        to an affiliate;

302.        as part of a merger, restructuring or sale;

303.        to a successor service provider; or

304.        where reasonably necessary to provide the Services.

For Consumers, any assignment remains subject to mandatory law and must not unlawfully reduce their rights.

25. General Provisions

25.1 Entire agreement

These Terms and the documents incorporated into them constitute the entire agreement concerning their subject matter, except for representations or rights that cannot lawfully be excluded.

25.2 Severability

If any provision is invalid or unenforceable, the remaining provisions remain effective.

The invalid provision will be interpreted or replaced to reflect its lawful commercial purpose as closely as possible.

25.3 No waiver

Failure to enforce a provision does not waive the right to enforce it later.

25.4 No partnership or agency

These Terms do not create a partnership, joint venture, employment relationship or fiduciary relationship between you and PrivatePay.

You may not represent that you act for or bind PrivatePay.

25.5 Survival

Provisions concerning fees, liability, confidentiality, privacy, intellectual property, disputes, indemnities and outstanding transactions survive Account closure where their nature requires survival.

26. Governing Law and Jurisdiction

26.1 Business Customers

Unless an individual agreement states otherwise, these Terms and any non-contractual obligations arising from them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that Province.

A Business Customer submits to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada.

26.2 Consumers

For a Consumer, the governing-law and jurisdiction provisions above apply only to the extent permitted by mandatory law.

Nothing in these Terms deprives a Consumer of mandatory protections or the right to bring proceedings in a court that has jurisdiction under applicable consumer or payment-services law.

26.3 Services provided through Financial Partners

A transaction or Financial Partner service may also be subject to the laws, payment rules and dispute procedures applicable to that Financial Partner or payment route.

27. Contact Information

28. Definitions

“Account” means the Customer profile and access environment created on the Platform.

“Business Customer” means a Customer acting wholly or mainly for purposes connected with its trade, profession or business.

“Business Day” means a day on which the relevant Financial Partner and payment system are open for processing the applicable transaction.

“Consumer” means an individual acting for purposes wholly or mainly outside their trade, profession or business.

“Fee Schedule” means the fees published or otherwise provided by PrivatePay, as amended from time to time.

“Financial Partner” means a bank, payment institution, electronic money institution, money transmitter, money services business, payment processor or other regulated or authorized provider used to make a Service available.

“Payment Order” means an instruction requesting initiation or execution of a transaction.

“Platform” means the PrivatePay website, application, dashboard, API and related technical infrastructure.

“Service” means a function or service made available through the Platform by PrivatePay, a Financial Partner or both.

“Service-Specific Terms” means additional terms applicable to a particular Service, payment method or Financial Partner.

“Terms” means these General Terms of Service and the documents incorporated into them.

DRAFTING NOTE — REMOVE BEFORE PUBLICATION

Verify the operational model against agreements with Financial Partners, confirm applicable U.S. state licensing coverage, and obtain local legal review for consumer services in the EEA and United States before publication.