Terms & Conditions
Paysection Platform Terms and Conditions
(Effective as of the date Merchant first accesses or uses the website, mobile application, or platform, which constitutes acceptance of these Terms and Conditions)
Table of Contents
- Introductory Provisions
1.1 Parties & Purpose
1.2 Regulatory Status
1.3 Composition of the Document
1.4 Effective Date, Use, and Amendments
1.5 Minimum Term & Renewal - Definitions
- Incorporation of Supplementary Documents
- General Terms & Conditions
4.1 Introduction and Acceptance
4.2 Company Identity & Contact Information
4.3 Description of Services - Integration and Operational Obligations
5.1 Joint Integration Efforts
5.2 Notification and Remediation of Integration Issues
5.3 System Modifications - Pricing, Agreement, and Compliance
6.1 Service Pricing
6.2 Acceptance of These Terms
6.3 KYC, AML & Regulatory Compliance
6.4 Enhanced Regulatory Compliance and Risk Allocation - User Responsibilities
7.1 Account Security and Data Accuracy
7.2 Beneficiary Data and KYC Obligations
7.3 Additional Obligations for Regulated Merchants
7.4 Insurance Requirements - Privacy and Data Protection
8.1 Data Collection and Use
8.2 Data Sharing and Cross‑Border Transfers
8.3 Data Breach Notification and Audit Rights
8.4 Security Incident Procedures - Relationship with Payment Providers and Third‑Party Integrations
9.1 Non‑Custodial Role and Third‑Party Limitations
9.2 Additional Pass‑Through Terms
9.3 Subcontractors and Merchant Migration - Wallet Feature Usage
10.1 General Usage and Local Licensing
10.2 Third‑Party Issuance of Accounts/Wallets
10.3 Pass‑Through Obligations and External Licensing
10.4 Termination or Modification of the Wallet Feature - Crypto Services: OTC Desk and Payment Acceptance
11.1 Use of Third‑Party Crypto Providers
11.2 Limited Liability and Variability in OTC Services
11.3 Crypto Acceptance and Local Compliance - Intellectual Property and Platform Usage
12.1 Ownership and License Grant
12.2 User‑Provided Content
12.3 Trademarks and Brand Usage
12.4 Remedies for Violations - Additional Compliance and Prohibited Jurisdictions
13.1 General Compliance Obligations
13.2 Termination for Prohibited Activities - Limitation of Liability and Indemnification
14.1 Limitation of Liability
14.2 Merchant Indemnification Obligations
14.3 Additional Indemnification (IP and Data Breaches) - Amendments and Governing Documents
- Governing Law and Dispute Resolution
16.1 Governing Law
16.2 Arbitration and Dispute Resolution Procedures
16.3 Injunctive Relief and Class Action Waiver - Force Majeure
17.1 General Force Majeure
17.2 Extended Force Majeure Provisions - Service Levels, Refunds, and Cancellation
18.1 Provision of Services “As Is” and Downtime
18.2 Refunds and Cancellation Terms
18.3 Refund Dispute Procedures - Miscellaneous
19.1 Severability, Entire Agreement, and Waiver
19.2 Assignment
19.3 Consumer Protection - Press Releases and Marketing
- Contact Information
- Introductory Provisions
1.1 Parties & Purpose
Paysection Inc. (“Paysection,” “we,” “us,” or “our”), a Canadian Money Services Business regulated by FINTRAC (and potentially subject to the Retail Payment Activities Act), provides access to its payment platform and related services. “Merchant” (also “Client,” “you,” or “your”) is the entity registering for or using these Services—either as a Direct Merchant for its own commercial activity or as a Regulated Entity serving downstream merchants or end‑users.
By accessing or using the website, mobile application, or platform, Merchant confirms that it has read, understood, and agrees to be bound by these Terms and Conditions.
1.2 Regulatory Status
Paysection is not a bank or deposit‑taking institution and does not hold a foreign e‑money or payment license unless expressly stated. Merchant is solely responsible for compliance with its own local licensing obligations. Should a local regulator assert that Paysection is unlicensed based solely on Merchant’s use or representations, Merchant shall indemnify Paysection as provided herein.
1.3 Composition of the Document
This stand‑alone document sets forth the Terms and Conditions (“T&C’s”) governing Merchant’s use of the Paysection platform. It incorporates by reference the Fee Schedule (Addendum A), the Data Processing Agreement (Addendum B), and the Prohibited Activities (Addendum C), which are available separately.
1.4 Effective Date, Use, and Amendments
Effective as of the date Merchant first accesses or uses the website, mobile application, or platform, such access or use shall constitute acceptance of these T&C’s, including any future amendments.
Paysection may update these T&C’s or any referenced documents for regulatory or operational reasons. Notice of any amendments will be provided via email or posted notice on the website. Continued use of the website, mobile application, or platform after such notice shall constitute acceptance of the updated T&C’s.
Where applicable, if a click‑wrap mechanism (e.g., “I Accept”) is provided, clicking such a button shall also constitute affirmative acceptance of these T&C’s.
1.5 Minimum Term & Renewal
(a) Merchant agrees to a minimum term of twelve (12) months from the effective date.
(b) If Merchant terminates these T&C’s without cause before the end of the minimum term, Merchant shall pay an early termination fee equal to the fees that would otherwise have been payable for the remainder of the term.
(c) After the minimum term, these T&C’s shall automatically renew on an annual basis unless at least thirty (30) days’ prior written notice of non‑renewal is provided by either Party.
- Definitions
For purposes of these T&C’s, the following definitions apply:
- “Agreement” / “T&C’s”: This document, together with all incorporated Addenda and any future amendments.
- “Merchant” (“Client,” “you,” “your”): The legal entity using the Paysection platform, either as a Direct Merchant or as a Regulated Entity.
- “Regulated Entity” / “Regulated Merchant”: A Merchant that holds a license or authorization under applicable financial services laws.
- “Sub‑Merchant” / “Downstream Merchant”: An entity onboarded by a Regulated Merchant that is not directly party to these T&C’s unless otherwise stipulated.
- “Beneficiary”: A final recipient of funds transmitted via the Paysection platform.
- “Force Majeure”: An event beyond a Party’s control (e.g., natural disasters, war, labor disputes, regulatory actions) that delays or prevents performance.
- “KYC”: Know Your Customer requirements; “AML”: Anti‑Money Laundering regulations.
- Incorporation of Supplementary Documents
Merchant acknowledges that the following documents are incorporated by reference and form an integral part of these T&C’s:
- Addendum A: Fee Schedule
- Addendum B: Data Processing Agreement (DPA)
- Addendum C: Prohibited Activities
- Paysection’s Privacy Policy, as posted on its website.
- General Terms & Conditions
4.1 Introduction and Acceptance
These T&C’s govern Merchant’s use of the Paysection platform and services. By accessing or using the website, mobile application, or platform, or by clicking “I Accept” where provided, Merchant indicates that it has read, understood, and agrees to be bound by these T&C’s and all incorporated documents. If Merchant does not agree with any provision of these T&C’s, Merchant must immediately cease use of the Services.
4.2 Company Identity & Contact Information
- Legal Name: Paysection Inc.
- Address: 49 High Street, 3rd Floor, Barrie, ON, L4N 5J4, Canada
- Email: [email protected]
4.3 Description of Services
Paysection may provide, among other things, services related to:
- Payment Processing
- Acquiring Services (including ISO relationships with acquiring banks)
- Payout Services (EFT, ACH/RTP, SWIFT, Interac)
- Wallet Features (temporary holding/transferring of funds)
- OTC Desk Services (Crypto/FIAT in conjunction with external liquidity providers)
- Crypto Payment Acceptance
- Card Issuing & OTC Card Payouts
- Bill Payments & Interac Collections (Canada)
Merchant is authorized to use only those services expressly approved (as set forth in Addendum A or otherwise approved in writing). Unauthorized use constitutes a breach of these T&C’s.
- Integration and Operational Obligations
5.1 Joint Integration Efforts
Each Party is responsible for its own integration costs with the Paysection platform. The Parties agree to use commercially reasonable efforts to complete all necessary technical and operational work to ensure seamless interoperation without impairing performance, security, or reliability.
5.2 Notification and Remediation of Integration Issues
Should either Party observe a material impairment (“Material Adverse Effect”) in performance due to integration issues, it must immediately notify the other. The Parties shall confer in good faith to determine and implement remediation measures within a mutually agreed timeframe.
5.3 System Modifications
Each Party may modify its internal systems or procedures provided that such changes do not materially impair the other Party’s ability to deliver or receive Services under these T&C’s. In the event of material impairment, the Parties agree to cooperate promptly to resolve the issue.
- Pricing, Agreement, and Compliance
6.1 Service Pricing
Fees for the Services are set forth in Addendum A. Additional pass‑through fees (e.g., those imposed by card networks) may apply and will be communicated in advance.
6.2 Acceptance of These Terms
Merchant’s use of the platform or Services constitutes acceptance of these T&C’s. These T&C’s supersede any prior or conflicting terms relating to the Services.
6.3 KYC, AML & Regulatory Compliance
- KYC Requirements: Paysection may require Merchant to furnish identification, beneficial ownership information, or other documentation as required by applicable AML laws (e.g., FINTRAC, RPAA).
- Sanctions & PEP Screening: Paysection may conduct screenings for sanctions and politically exposed persons (PEP). Adverse findings may result in service refusal or termination.
- Transaction Monitoring: Merchant consents to ongoing monitoring for AML/CTF purposes; suspicious activities may trigger suspension or freezing of transactions.
- Data Processing: Merchant acknowledges that data is processed pursuant to Paysection’s Privacy Policy and the DPA (Addendum B).
6.4 Enhanced Regulatory Compliance and Risk Allocation
(a) Regulatory Obligations: Each Party must comply with all applicable laws and regulatory requirements. Merchant is solely responsible for obtaining and maintaining any required licenses or permits.
(b) Robust Compliance Procedures: Merchant shall implement, maintain, and periodically review its KYC, AML, and related procedures.
(c) Indemnification for Non‑Compliance: Should regulatory enforcement result from Merchant’s non‑compliance, Merchant shall indemnify, defend, and hold harmless Paysection (and its affiliates, officers, directors, employees, and agents) from any losses, fines, or expenses, except where such enforcement results solely from Paysection’s breach.
(d) Cooperative Monitoring: Both Parties agree to periodically review regulatory developments and adjust operational processes as necessary without prejudice to either Party’s rights.
- User Responsibilities
7.1 Account Security and Data Accuracy
Merchant is responsible for maintaining the confidentiality of its access credentials and ensuring that all information provided is accurate and current. Unauthorized use is solely Merchant’s responsibility.
7.2 Beneficiary Data and KYC Obligations
Merchant shall collect, verify, and maintain all required beneficiary and KYC information in accordance with applicable AML/KYC standards. Upon written request from Paysection, Merchant must provide supporting documentation within 48 hours or risk suspension or termination.
7.3 Additional Obligations for Regulated Merchants
If Merchant is a Regulated Entity, it shall:
- Represent and warrant compliance with all applicable AML/CTF and licensing requirements;
- Perform thorough screenings and maintain documentation for any sub‑merchants;
- Implement enhanced due diligence measures as required by law.
7.4 Insurance Requirements
Merchant must maintain insurance as follows (or in excess thereof):
- Commercial General Liability: Minimum $1,000,000 per occurrence
- Errors & Omissions (Professional Liability): Minimum $1,000,000
- Cyber Liability: Minimum $1,000,000
- Fidelity Bond/Crime Insurance: Minimum $1,000,000 (if applicable)
Proof of coverage must be furnished upon request, and Merchant must promptly notify Paysection of any material changes or cancellation of policies.
- Privacy and Data Protection
8.1 Data Collection and Use
Paysection collects and uses identity, contact, financial, and transaction data solely for the purpose of providing and managing the Services and complying with AML and risk management obligations.
8.2 Data Sharing and Cross‑Border Transfers
Data may be shared with external processors or regulatory authorities as required by law. Appropriate safeguards (e.g., Standard Contractual Clauses) shall be employed for any data transferred across borders.
8.3 Data Breach Notification and Audit Rights
In the event of a personal data breach, the affected Party shall notify the other within 48 hours. Paysection may also audit Merchant’s data‑security practices and compliance with AML obligations where legally permitted.
8.4 Security Incident Procedures
A “Security Incident” is defined as any unauthorized access, breach, or compromise of data confidentiality, integrity, or availability. Both Parties shall cooperate to investigate and remediate such incidents, retaining records for no less than 24 months or as required by law.
- Relationship with Payment Providers and Third‑Party Integrations
9.1 Non‑Custodial Role and Third‑Party Limitations
Paysection operates solely as a platform provider and is not a deposit‑taking institution. It disclaims liability for errors or outages caused by third‑party providers (such as acquirers, crypto partners, or card networks). Merchant remains responsible for its controlled environments.
9.2 Additional Pass‑Through Terms
Any obligations imposed by third‑party providers on Merchant’s use of the Services shall bind Merchant, who indemnifies Paysection for breaches of such obligations.
9.3 Subcontractors and Merchant Migration
Paysection shall remain liable for the acts or omissions of its subcontractors. Merchant is prohibited from soliciting or transferring sub‑merchants from the Paysection platform to competing services in an attempt to avoid fees or disrupt existing business relationships.
- Wallet Feature Usage
10.1 General Usage and Local Licensing
Wallet features are provided subject to Canadian law. Merchant is responsible for complying with any local licensing or regulatory requirements applicable to wallet services.
10.2 Third‑Party Issuance of Accounts/Wallets
Paysection may facilitate wallet/account issuance via third‑party providers. Merchant acknowledges that:
- Paysection does not accept deposits or issue e‑money;
- Wallet balances do not accrue interest and are not protected by deposit insurance; and
- No bank account relationship is established with Paysection.
10.3 Pass‑Through Obligations and External Licensing
Merchant agrees to abide by all terms imposed by any third‑party wallet provider. Merchant assumes full responsibility for compliance with such terms and shall indemnify Paysection for any liabilities incurred due to non‑compliance.
10.4 Termination or Modification of the Wallet Feature
Should the third‑party wallet provider alter its licensing requirements or discontinue services, Paysection may modify or terminate the wallet feature, providing advance notice where feasible.
- Crypto Services: OTC Desk and Payment Acceptance
11.1 Use of Third‑Party Crypto Providers
Paysection may utilize external crypto liquidity or blockchain service providers. Paysection does not custody crypto assets.
11.2 Limited Liability and Variability in OTC Services
Due to inherent volatility in crypto markets and potential regulatory uncertainties, Paysection disclaims liability for losses arising from market fluctuations or operational disruptions. Rates, fees, and execution times for OTC services may vary.
11.3 Crypto Acceptance and Local Compliance
If Merchant enables crypto acceptance, Merchant is solely responsible for obtaining any necessary local licenses, managing consumer refunds, and ensuring full regulatory compliance.
- Intellectual Property and Platform Usage
12.1 Ownership and License Grant
All intellectual property (including software, designs, and trademarks) used in connection with the Services is owned by Paysection or its licensors. Merchant is granted a limited, revocable license to use the platform strictly for internal business purposes, subject to these T&C’s.
12.2 User‑Provided Content
Merchant retains ownership of its content but grants Paysection a limited license to use, process, and transmit such content solely for service provision and compliance purposes.
12.3 Trademarks and Brand Usage
Merchant shall not use Paysection’s names, logos, or trademarks without prior written approval. Use of any third‑party brand logos must adhere to the applicable guidelines, and Merchant indemnifies Paysection for any unauthorized usage.
12.4 Remedies for Violations
Any breach of the intellectual property or brand usage provisions may result in immediate suspension or termination of access to the Services and may lead to additional legal remedies.
- Additional Compliance and Prohibited Jurisdictions
13.1 General Compliance Obligations
Merchant shall comply with all applicable laws and regulations. Paysection reserves the right to suspend or terminate Merchant’s access to the Services if Merchant operates in high‑risk or sanctioned jurisdictions.
13.2 Termination for Prohibited Activities
Engagement in any activities that are prohibited under applicable law or detailed in Addendum C (Prohibited Activities) may result in immediate termination of access and trigger further indemnification obligations for Merchant.
- Limitation of Liability and Indemnification
14.1 Limitation of Liability
Except as expressly provided herein, Paysection disclaims all warranties (express or implied) and shall not be liable for any indirect, incidental, consequential, special, or punitive damages (including lost profits). In any claim, Paysection’s aggregate liability shall be limited to the fees paid by Merchant during the preceding three (3) months.
14.2 Merchant Indemnification Obligations
Merchant agrees to indemnify, defend, and hold harmless Paysection, its affiliates, officers, directors, employees, and agents from any losses, liabilities, fines, or expenses (including attorneys’ fees) arising from:
- Merchant’s breach of these T&C’s or applicable laws;
- Failure to meet AML/CTF or licensing obligations;
- Use of the platform in violation of third‑party rights;
- Fines or sanctions imposed as a result of Merchant’s actions;
- Any regulatory determination that Paysection requires a license based on Merchant’s representations.
14.3 Additional Indemnification (IP and Data Breaches)
Merchant shall indemnify Paysection for any third‑party intellectual property claims arising from Merchant’s content, unless caused solely by modifications made by Paysection. In the event of a data breach resulting from Merchant’s inadequate security measures, Merchant shall indemnify Paysection; if such breach results solely from Paysection’s negligence, Paysection shall indemnify Merchant for direct damages, subject to the limitations stated herein.
- Amendments and Governing Documents
Paysection reserves the right to amend these T&C’s, including all incorporated Addenda, for legal, regulatory, or operational reasons. Notice of amendments will be provided via email or posted notice. Continued use of the website, mobile application, or platform after such notice shall constitute acceptance of the revised T&C’s. In any conflict, the latest version shall prevail.
- Governing Law and Dispute Resolution
16.1 Governing Law
These T&C’s shall be governed by and construed in accordance with the laws of Ontario, Canada, including all applicable federal laws.
16.2 Arbitration and Dispute Resolution Procedures
Any dispute that cannot be resolved amicably shall be submitted to binding arbitration in Toronto, Ontario, in accordance with applicable arbitration rules, unless otherwise mandated by law.
16.3 Injunctive Relief and Class Action Waiver
Paysection may seek injunctive relief to protect its interests. Merchant waives any right to pursue class, collective, or consolidated actions related to any dispute arising under these T&C’s.
- Force Majeure
17.1 General Force Majeure
Neither Party shall be liable for any failure or delay in performance due to events beyond its reasonable control (e.g., natural disasters, war, labor strikes, or regulatory actions).
17.2 Extended Force Majeure Provisions
If a Force Majeure event lasts more than seven (7) consecutive days, either Party may terminate these T&C’s by providing written notice, subject to all reasonable steps taken to mitigate the event’s effects.
- Service Levels, Refunds, and Cancellation
18.1 Provision of Services “As Is” and Downtime
The Services are provided “as is” without any guarantee of uninterrupted operation or error‑free performance. Paysection disclaims liability for any service outages or delays.
18.2 Refunds and Cancellation Terms
Unless expressly provided in Addendum A or a separate commercial agreement, all fees are non‑refundable. Merchant may cancel its access to the Services in accordance with the termination provisions herein; however, any accrued fees shall remain payable.
18.3 Refund Dispute Procedures
Any disputes regarding refunds shall be resolved pursuant to the dispute resolution process described in Section 16.
- Miscellaneous
19.1 Severability, Entire Agreement, and Waiver
If any provision of these T&C’s is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. These T&C’s, along with all incorporated documents, constitute the entire agreement between the Parties regarding the Services. No waiver shall be effective unless in writing.
19.2 Assignment
Merchant shall not assign or transfer these T&C’s or any rights herein without the prior written consent of Paysection. Paysection may assign these T&C’s at its sole discretion.
19.3 Consumer Protection
Where applicable, these T&C’s shall be interpreted in accordance with mandatory consumer protection laws.
- Press Releases and Marketing
Neither Party shall publicly reference these T&C’s or use the other Party’s name, logos, or trademarks in marketing materials without prior written consent. Any permitted use must strictly adhere to the applicable brand guidelines.
- Contact Information
For any inquiries or concerns regarding these T&C’s, please contact:
Paysection Inc.
49 High Street, 3rd Floor
Barrie, ON, L4N 5J4, Canada
Email: [email protected]
End of Paysection Platform Terms and Conditions
