Terms of service

This document outlines the terms and conditions governing your use of the PAYER PAY INTERNATIONAL INC. account for payment processing. The Company, also referred to as "the Company," "PAYER PAY," "We," "Us," or "Our" in this Agreement, is PAYER PAY LIMITED, located at: 720-999 WEST BROADWAY, VANCOUVER, BC, V5Z 1K5, CANADA.

Using the "Mass Payments" Service

Our payment processing service, "Mass Payments," is available under these terms and requires that you hold an active https://payerpay.io/ account. Additionally, you must complete an application, verification process, and be approved. If you're a business customer and your application is accepted, we will activate your personal account.

Mandatory Information

Business clients applying to use our Services are required to provide specific information about their business. This may include details such as business structure (e.g., sole proprietorship, corporation), website, transaction metrics, tax information, order fulfillment timelines, business regions, and more. We may also conduct thorough assessments using third-party sources such as service providers, credit agencies, and information bureaus to verify your application. By accepting these Terms, you agree to cooperate with us as necessary for these evaluations. If any of your business information changes after your account is set up, you are required to notify us within five (5) business days. Periodic reviews will be conducted, and based on our evaluations, we may choose to activate, deactivate, or restrict services associated with your account.

Disclosure of Information to Payment Partners

When using certain payment methods, we may be required to share relevant information about your business and account activity with our partners who assist us in delivering the Services. This may occur during the evaluation of your account or during the use of our Services.

Permitted and Prohibited Use of the Services

The Services are intended solely for accepting payments from customers for goods or services provided as part of your business. All activity must comply with applicable laws, regulations, and industry standards.

You may not transfer or assign your usage rights to any third party, nor may you use the Services for personal or third-party transactions. You are liable for any losses incurred by us resulting from improper use of your account.

Compliance with laws and regulations, including those related to refunds, chargebacks, consumer protection, and privacy, is mandatory. Transactions that violate these Terms, expose us to risk, or involve illegal, incomplete, fraudulent, or unauthorized payments may result in the suspension or termination of Services.

Certain activities are strictly prohibited, particularly those that violate sanctions or involve restricted business practices. For clarification regarding prohibited activities, please contact our team at [email protected].

Prohibited Actions Regarding the Services

You are not permitted to:

• Access restricted PAYER PAY systems or data
• Copy, reproduce, or distribute any Service-related data or content
• Circumvent technical limitations or enable unauthorized features
• Reverse engineer the Services (except as permitted by law)
• Interfere with the operation of the Services or other users
• Overload the system with unreasonable requests

Customer Relationships

You are solely responsible for all interactions with your customers, including product/service quality, delivery, returns, and dispute resolution. We do not assist your customers with transaction details, product or service issues, or refunds.

To ensure transparency, you must clearly communicate transaction details, provide accessible contact information, avoid unfair or misleading practices, and disclose relevant transaction terms.

Fees, Costs, and Limits

Subscription tiers (Business, Business+, and Premium) offer tailored features for diverse business needs. Applicable fees, such as application and monthly service fees, transaction charges, and currency exchange fees, are subject to change as outlined in clause 5(B) of our agreement.

1. Account Rates: A one-time application fee covers due diligence and KYC documentation, which is non-refundable.
2. Monthly Service Fees: Recurring fees apply for business account maintenance.
3. Transaction Fees: Charges apply to various transfer types (internal, SEPA, international).
4. Rejected Payment Fee: An administrative fee is charged for rejected payments due to currency exchange issues.
5. Customization and Changes: Custom pricing may be available based on subscription plans. We reserve the right to modify service fees, with changes communicated to you in advance.

Please refer to our detailed Subscription Agreement for terms specific to each plan and fee structure. For additional questions, our support team is available at [email protected].

WHEN WILL YOU RECEIVE PAYMENTS WE PROCESS FOR YOU?

In order to deliver our services, we must act on your behalf. You authorize us (and any third parties we engage) to serve as your agent for processing, receiving, and settling any payments due to you through our services. This includes managing, receiving, holding, and settling the funds from any transaction.

Payouts

Once we process a transaction, we will deposit the funds into (or withdraw them from) the appropriate PAYER PAY Business, Business+, or Premium account under your name. We refer to this as your "Payout account" in these terms (although you may use it for other purposes as well). You may have multiple Payout accounts (e.g., for different currencies).

Multi-Currency Processing

You may be able to accept payments in various currencies and also receive settlements in a currency different from that used by the payer. This functionality is referred to as "Multi-Currency Processing."

If you opt for Multi-Currency Processing, we will determine the exchange rate and any associated fees at the time of the transaction. If the transaction is later reversed (such as through a refund initiated by you or us), the exchange rate applied will be based on the rate in effect at the time of the reversal, not at the time of the original transaction.

Security Interests

You grant us a security interest in all funds from transactions we process on your behalf, including funds deposited into your account and any other accounts into which such funds are transferred.

If you owe us or our affiliates any funds, we have the right to seize or withhold any amounts due to you from processed transactions, even if those funds are in accounts other than your Business, Business+, or Premium account. If needed, you must sign and submit any documents and pay any fees required to establish and maintain this security interest. Failure to comply may result in the termination of these terms and cessation of our services to you.

Disputes, Refunds, and Chargebacks

Even authorized transactions may be disputed by a customer or reversed. We are not responsible or liable for any transactions later subject to a dispute, refund, chargeback, or other reversal, nor for any that are made without proper authorization or basis.

If a transaction is reversed, the funds previously credited to your account will be deducted, and the amount will be refunded to the customer. This will be reflected in your transaction history. For instance, a reversal may occur if:

• The transaction was made in connection with an illegitimate or prohibited business activity
• A breach of these terms occurred
• A third-party partner invalidated the charge
• Funds were mistakenly settled to your account without authorization

In cases where our Anti-Money Laundering (AML) team deems the transaction suspicious, we may cancel the payment or freeze the funds in compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada. We are not liable for any losses resulting from such actions.

You may challenge a reversal by providing evidence, and we may request additional information to assess your case. However, we cannot guarantee that any challenge will be successful, and we may deny the challenge at our discretion.

What Types of Payments Are Covered by These Terms?

Additional terms, referred to as "Payment Terms," may apply to specific payment methods. We will inform you of these terms before you use a payment method, and they will become part of this agreement upon your use of that method. We reserve the right to change payment methods at any time and will notify you of any modifications to the Payment Terms.

Merchant-Initiated Transactions

We may permit you to use the Services to initiate payments on behalf of a customer with their consent, even if the customer is not present. These are referred to as “Merchant-Initiated Transactions” (MITs), and you may not initiate such transactions without our prior authorization.

For Merchant-Initiated Transactions, you are required to:

• Obtain the customer’s express prior consent specifying the amount, frequency, and timing of payments.
• Clearly disclose to the customer the terms of any subscription, including the subscription duration, services provided, payment amounts, and billing frequency.
• Provide advance notice of each transaction and issue a receipt stating the amount and date of the transaction, even if the payment has not yet been processed (e.g., during promotional periods).
• Offer the customer a simple and accessible method to cancel future payments online, regardless of how they originally signed up for the subscription.
• Maintain records of authorization for each charge and provide such records to us, regulators, or auditors upon request.

Your Data Protection Obligations

You acknowledge that, in order to provide the Services, we must process personal data relating to your customers (“Customer Personal Data”). We may also need to process personal data related to your employees, directors, or officers. Both parties agree to comply with all applicable data protection laws in fulfilling their obligations under these Terms.

You acknowledge that we may act either as a "controller" or a "processor" with respect to the processing of Customer Personal Data under these Terms. Specifically:

• We will act as a processor when processing such data for the purpose of delivering the Services.
• We will act as an independent controller of Customer Personal Data when processing it for the following purposes:
  • Compliance with legal and regulatory obligations
  • Monitoring, preventing, and detecting fraudulent transactions
  • Aggregating data to help PAYER PAY analyze, develop, and improve our services
  • Any other purpose consistent with applicable data protection laws

As a controller of Customer Personal Data, you represent and warrant the following:

• You have obtained all necessary consents and provided all required notices for the provision of Customer Personal Data to us.
• You have implemented appropriate technical and organizational measures to protect the personal data.
• You will promptly notify PAYER PAY of any data breach involving Customer Personal Data and cooperate with us in fulfilling our legal obligations in response to the breach.
• You will maintain accurate records demonstrating your compliance with applicable data protection laws.

Your Security Obligations

You are required to comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable, the Payment Application Data Security Standards (collectively, the “PCI Standards”).

These standards include, among other requirements, the secure storage of payment card or transaction data and ensuring that access is limited to authorized personnel only.

Upon request, you must provide us or any relevant payment method provider with documentation demonstrating your compliance with the PCI Standards. If you are unable to provide sufficient evidence, we or the payment method provider may conduct an on-site audit of your premises with prior notice to verify compliance.

If you store or retain Account Data (as defined by the PCI Standards, e.g., customer card numbers or expiration dates), you must ensure that your systems comply with the PCI Standards.

Failure to comply may result in the suspension or termination of your merchant account.

If you intend to use a third-party service provider to store or transmit Account Data, you are responsible for ensuring that the provider is PCI compliant and for notifying us before transmitting any Account Data to them.

OUR SECURITY OBLIGATIONS

We will provide the Services in accordance with applicable PCI Standards, including PCI-DSS. Our compliance will be periodically verified by a qualified security assessor (QSA), as required for a PCI service provider.

OTHER LEGAL MATTERS YOU SHOULD KNOW

Liability for Third-Party Claims

You are responsible for the actions and omissions of your employees, contractors, and agents in relation to their activities under this Agreement. You agree to indemnify PAYER PAY, its affiliates, and related parties ("PAYER PAY Entities") for all liabilities, costs, damages, losses, and expenses incurred as a result of:

• Your breach of these Terms.
• Chargebacks, fees, fines, disputes, refunds, reversals, or any other liability caused by your use of the Services.
• Breaching third-party rules or legal obligations that affect the Services.
• The negligence or misconduct of your employees, contractors, or agents.
• Publishing illegal content or infringing others' intellectual property or privacy rights.
• Any contractual relationships with customers.

If you are using the Services as a sole trader, you are personally liable for the obligations under these Terms and may incur personal financial loss if you fail to make necessary payments.

Representations and Warranties

By accepting these terms, you represent and warrant that:

• You are eligible to register and use the Services and have the authority to execute and perform the obligations outlined in this Agreement.
• The information you provide about your business, products, or services is accurate and complete.
• Charges submitted are for permitted products or services, and the transaction details are correct.
• You will resolve any disputes with your customers and fulfill all obligations to them.
• You will comply with all applicable laws regarding your business and use of the Services.
• Your employees, contractors, and agents will act in accordance with this Agreement.
• You will not use the Services for personal, family, or household purposes, or for peer-to-peer money transmission, or intercompany transactions outside normal business practices.
• You will not use the Services for fraudulent, illegal activities, or in any manner that disrupts the normal operation of the Services.

DISCLAIMER AND LIMITATION OF LIABILITY

You confirm that PAYER PAY does not control the products or services that you offer, sell, or that your customers purchase through our Services. We cannot guarantee, and we expressly disclaim any knowledge or assurance, regarding your customers' authority to make or complete any transaction.

PAYER PAY disclaims any responsibility for, and does not guarantee:

• The accuracy, reliability, or correctness of any data provided through the Services.
• That the Services will meet your specific business needs or requirements.
• That the Services will be available at any particular time, location, or function without interruption or be secure.
• The correction of any defects or errors in the Services, API, documentation, or data.
• That the Services are free from viruses or other harmful code.

You understand that accessing or downloading data through the Services is done at your own risk. You are solely responsible for any damage to your property, loss of data, or any other loss resulting from such access or download. Furthermore, PAYER PAY does not guarantee transaction processing or settlement times.

Nothing in this Agreement excludes, restricts, or modifies any implied conditions, warranties, guarantees, or rights under applicable law where such exclusions or restrictions would violate the law or invalidate any part of this Agreement.

LIMITATION OF LIABILITY

Under no circumstances will PAYER PAY be responsible for any:

• Indirect, punitive, incidental, special, or consequential damages arising out of this Agreement.
• Lost profits, business loss, or loss of goodwill, whether direct or indirect.
• Funds related to Transactions not received by us from the relevant Payment Method Provider or Acquirer for any reason. Even if these damages are foreseeable, PAYER PAY will not be held liable for any losses resulting from these situations.

PAYER PAY is also not liable for any damages, harm, or losses caused by:

• Hacking, tampering, or unauthorized access to the Services, your Merchant Account, or Data, or any failure to implement necessary security measures.
• Your failure to use anti-fraud measures, security controls, or other data protection measures.
• Accessing or using the Services in a manner inconsistent with the Documentation.
• Unauthorized access to servers, infrastructure, or Data related to the Services.
• Interruptions to or cessation of the Services due to connectivity issues or other causes.
• Bugs, viruses, or harmful code transmitted through the Services.
• Errors, inaccuracies, or omissions in Data provided by you or third parties, or any defamatory, offensive, or illegal conduct of others.

LIMITED LIABILITY

The total liability of PAYER PAY Entities under this Agreement is limited to 50% of the amount you paid in monthly maintenance fees in the three-month period immediately preceding the event that gave rise to your claim. If no monthly fees have been paid, PAYER PAY will not be held liable for any damages.

These limitations of liability apply regardless of the legal theory under which your claim is based, including contract, tort, negligence, or other legal theories.

NATURE OF THE AGREEMENT

This Agreement does not establish a partnership, joint venture, or agency relationship between you and PAYER PAY. Each party is acting independently and not on behalf of the other.

COMPLETENESS OF THE AGREEMENT

This Agreement constitutes the entire agreement between you and PAYER PAY, superseding all prior agreements, representations, and warranties, whether written or oral. Neither party has any claims or remedies related to any statements or representations not included in this Agreement, including for misrepresentations made negligently or innocently.

COMPLAINTS PROCEDURE

If you have a complaint or need assistance, please contact us through the PAYER PAY Dashboard or email us at [email protected]. When submitting a complaint, include:

• Your name.
• Your company name.
• The phone number and email associated with your account.
• When the problem occurred.
• How you'd like us to resolve the issue.

We will respond to your complaint within 5-10 business days.

ANNEX 1: DATA PROCESSING ADDENDUM

General Data Processing Conditions

When PAYER PAY processes Customer Personal Data as a processor on your behalf:

• PAYER PAY will process the data only based on your documented instructions, unless legally required to act otherwise, in which case PAYER PAY will inform you of the legal obligation before processing.
• PAYER PAY will ensure that any personnel authorized to process Customer Personal Data are bound by confidentiality agreements or statutory confidentiality obligations.
• PAYER PAY will take necessary measures, in compliance with data protection laws, to protect Customer Personal Data from unauthorized access, loss, or damage.
• PAYER PAY will assist you in responding to data subject requests to exercise their rights under data protection laws, notifying you if such a request is submitted.
• PAYER PAY will support you with security measures, breach notifications, data protection impact assessments, and consultations with data protection authorities.
• Upon termination of this Agreement, PAYER PAY will either return or delete all Customer Personal Data, unless retention is required by law. PAYER PAY will securely erase or destroy all copies of data after the applicable retention period ends.

Data Breach Notification

PAYER PAY will notify you without undue delay if it becomes aware of a personal data breach affecting Customer Personal Data.

This ensures that PAYER PAY takes its role as a data processor seriously and maintains transparency and responsibility in handling Customer Personal Data under your instructions.