Terms and conditions

This document outlines the terms and conditions governing your use of the PRIVATEPAY account for payment processing. The Company, also referred to as "the Company," "PRIVATEPAY," "We," "Us," or "Our" in this Agreement, is PRIVATEPAY LIMITED, located at: 329 HOWE STREET VANCOUVER BC V6C 3N2 CANADA.

Attention! The MSB license (FINTRAC Regulator) is in the process of registration. The service is in test mode and will begin to function after the completion of the state registration process.

Using the "Mass Payments" Service


Our payment processing service, "Mass Payments," is available under these terms and requires that you hold an active https://privatepay.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.

Required Information


Business customers applying to use our Services must provide specific information about their business. This may include business activity details (e.g., company type, sole proprietorship), website, transaction metrics, tax information, product fulfillment timelines, business regions, and more. We may also conduct due diligence checks 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 needed for these assessments.
If your business information changes after account setup, you are required to update us within five business days. Periodic reviews will be conducted, and based on our evaluations, we may decide to activate, deactivate, or restrict services associated with your account.

Sharing Information with Payment Method Partners


When using certain payment methods, we may need to share relevant information about your business and account activity with our partners who assist in service provision. This may occur during decision-making about your account or while you are using the services.

Permitted and Prohibited Uses of the Service


The Services are exclusively for receiving payments from customers for goods or services within your business. All activities must comply with applicable laws, regulations, and industry standards. You may not share or transfer your usage rights to others, nor can you use the Services for personal or third-party transactions. You are liable for any loss we incur due to improper account use.
Compliance with laws and regulations, including refund, chargeback, consumer protection, and privacy laws, is mandatory. Transactions that violate these terms, expose us to risk, or include illegitimate, incomplete, fraudulent, or unauthorized payments may result in suspension or termination of services.
Certain business activities are prohibited, particularly those that violate sanctions or involve restricted business types. For clarification regarding prohibited businesses, please contact our team at PayCoreCanada@proton.me.

Prohibited Actions with the Services

You are not permitted to:
    - Access restricted PRIVATEPAY systems or data
    - Copy, reproduce, or distribute any service data or content
    - Circumvent technical limits or enable unauthorized features
    - Reverse engineer the Services (except as allowed by law)
    - Interfere with the Services’ operations or other users
    - Overburden the system with unreasonable demands.

Customer Relations


You are solely responsible for your interactions with customers, including product/service quality, delivery, refunds, and dispute management. Our role does not include assisting your customers with transaction details, product or service issues, or refunds.
To ensure transparency, you must clearly communicate transaction details to customers, 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 PayCoreCanada@proton.me.

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 PRIVATEPAY 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 allow 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 called "merchant-initiated transactions," and you cannot initiate such transactions without our prior approval.
For merchant-initiated transactions, you must:
Obtain explicit authorization from the customer in advance, specifying the amount, frequency, and timing of payments.
Provide the customer with the terms and conditions of any subscription, including details such as the subscription duration, services, payment amounts, and billing frequency.
Notify the customer in advance of each transaction and provide a receipt, detailing the transaction amount and date, even if no payment is due (e.g., during a promotional period).
Offer the customer an easy way to cancel future payments online, regardless of how they initially signed up for the subscription.
Keep records of the authorization for each charge and provide these records to us, regulators, or auditors upon request.

WHAT ARE YOUR DATA PROTECTION OBLIGATIONS?
You acknowledge that, in order to deliver the Services, it is necessary for us to process personal data concerning your customers ("Customer Personal Data"). Additionally, we may need to process personal data related to your employees, directors, or officers. Both parties agree to fulfill their responsibilities in compliance with applicable data protection laws as they perform their duties under these Terms.
You recognize 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 handling such data to provide the Services.
However, we will be an independent controller of Customer Personal Data when processing it for the following purposes:
    - Complying with legal and regulatory obligations.
    - Monitoring, preventing, and detecting fraudulent transactions.
    - Aggregating data to help PRIVATEPAY analyze, develop, and improve our services.
    - Any other purpose, provided it complies with applicable data protection laws.
As the controller of Customer Personal Data, you guarantee that:
You have obtained all necessary consents and provided required notices to share Customer Personal Data with us. You have implemented appropriate technical and organizational measures to safeguard personal data.
You will notify PRIVATEPAY without undue delay if you become aware of any personal data breach involving Customer Personal Data, and cooperate with us to meet our legal obligations in case of a breach. You will maintain accurate records to demonstrate compliance with relevant data protection laws.

YOUR SECURITY OBLIGATIONS
You must comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and, if applicable, the Payment Application Data Security Standards (together known as the "PCI Standards"). These standards include requirements for securely storing payment card or transaction data, restricting access to authorized personnel only.
Upon request, you will provide us, or any applicable Payment Method Provider, with documentation showing your compliance with PCI Standards. If you cannot provide sufficient proof of compliance, we or the Payment Method Providers may visit your business premises with reasonable notice to verify compliance.
If you store or hold "Account Data" (as defined by PCI Standards, such as a customer’s card number or expiration date), you must ensure that your systems comply with PCI Standards. Failure to comply may result in the suspension or termination of your Merchant Account. If you plan to use a third-party service provider to store or transmit Account Data, you must ensure that the provider is PCI-compliant and notify us before sharing any Account Data.

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 PRIVATEPAY, its affiliates, and related parties ("PRIVATEPAY 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 PRIVATEPAY 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.
PRIVATEPAY 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, PRIVATEPAY 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 PRIVATEPAY 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, PRIVATEPAY will not be held liable for any losses resulting from these situations.
PRIVATEPAY 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 PRIVATEPAY 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, PRIVATEPAY 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 PRIVATEPAY. 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 PRIVATEPAY, 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 PRIVATEPAY Dashboard or email us at PayCoreCanada@proton.me. 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 PRIVATEPAY processes Customer Personal Data as a processor on your behalf:
PRIVATEPAY will process the data only based on your documented instructions, unless legally required to act otherwise, in which case PRIVATEPAY will inform you of the legal obligation before processing.
PRIVATEPAY will ensure that any personnel authorized to process Customer Personal Data are bound by confidentiality agreements or statutory confidentiality obligations.
PRIVATEPAY will take necessary measures, in compliance with data protection laws, to protect Customer Personal Data from unauthorized access, loss, or damage.
PRIVATEPAY 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.
PRIVATEPAY will support you with security measures, breach notifications, data protection impact assessments, and consultations with data protection authorities.
Upon termination of this Agreement, PRIVATEPAY will either return or delete all Customer Personal Data, unless retention is required by law. PRIVATEPAY will securely erase or destroy all copies of data after the applicable retention period ends.
Data Breach Notification PRIVATEPAY will notify you without undue delay if it becomes aware of a personal data breach affecting Customer Personal Data.
This ensures that PRIVATEPAY takes its role as a data processor seriously and maintains transparency and responsibility in handling Customer Personal Data under your instructions.


9/11/2024