Terms and conditions

I.   DEFINITIONS

The following capitalalized terms have the meanings assigned to them below. These definitions apply throughout the Terms and any associated agreements. They are intended to provide clarity and shared understanding between the Parties. This list may not be exhaustive of every possible interpretation or context.

• Account  means the electronic money account, including any sub-accounts (if applicable), opened with, operated by, or maintained through PayPoint.

• Agreement  means a separate written agreement for the receipt of PayPoint Services entered into between PayPoint and the Customer.

• Alternative Payment Method (APM)  means a payment method that enables the processing of Transactions from a phone account, and any other agreed payment means not falling within the definition of a Card.

• Base Currency  means the reference currency selected by the Customer prior to opening an Account.

• Business Day  means any day on which PayPoint is operational and providing Services. Business Days cover all days except public holidays, days of rest in Canada, and any non-business days communicated by PayPoint to the Customer in advance.

• Business Relationship  means the commercial relationship between PayPoint and the Customer during the period in which Services are being provided.

• Card (if available)  means a payment card branded with, but not limited to, Visa or Mastercard, used as a payment instrument for executing Transactions.

• Client  means the end user of the Customer's products or services.

• Communication  means any instructions, orders, documents, logs, transaction data, or other information transmitted between the Parties.

• Customer  means the account holder or applicant for an Account with PayPoint, whether a legal entity, sole proprietor, merchant, self-employed individual, or other person engaged in a Business Relationship with PayPoint.

• Deductions  means any losses, costs, expenses, damages, assessments, fees, charges, penalties, fines, interest, or similar amounts arising in connection with the performance or enforcement of these Terms or the Agreement, including those arising from breach or non-compliance.

• Deposit  means the placement of funds onto a Customer's Account with instructions for their immediate transfer, using one of the available designated Deposit methods.

• Electronic Money (E-Money)  means electronically or magnetically stored monetary value representing fiat currency, held digitally and accepted by the Customer for making payment Transactions within the PayPoint Payment System.

• Fees  means all charges, rates, and fees levied by PayPoint for the provision of Services, as amended from time to time under these Terms.

• Regulations  means the rules of international payment systems, APM system rules, and all applicable laws, regulations, directives, circulars, guidelines, or notices issued by any competent authority in connection with the Services.

• Rules of the International Payment System(s)  means all applicable provisions, including rules, instructions, and recommendations of Visa, Mastercard Worldwide, and similar schemes, governing the use of their trademarks, processing of Transactions, and acceptance requirements.

• Rules of the APM System(s)  means all applicable provisions, instructions, and recommendations governing specific APM systems and the processing of Transactions through those systems.

• Services  means any services subject to these Terms and the Agreement offered by PayPoint, including but not limited to account management, electronic funds transfers, payment processing, currency conversion, and access to the PayPoint Payment System and Website.

• Transaction  means any act initiated by the Customer involving the placement, transfer, or withdrawal of funds, or the exchange of Electronic Money, through the PayPoint Payment System. All Transactions are subject to applicable Fees.

• Login Authorization Data  means all identification and verification credentials provided by or assigned to the Customer by PayPoint, including unique account identifiers, passwords, access codes, and any verification messages transmitted by email or mobile device, as processed in accordance with the Privacy Policy.

• PayPoint Payment System  means the software and hardware infrastructure operated by PayPoint that facilitates electronic funds transfers, payment clearing and settlement, and related services, accessible through the Website.

• You / Your  means the Customer.

• Withdrawal  means the transfer of funds from the Customer's Account via the payment method selected by the Customer in the withdrawal interface, effected by redeeming Electronic Money held in the Account.

II.   SERVICE AGREEMENT

1.1.   By engaging our Services, you confirm that you have read, understood, and agreed to be bound by these Terms, the Agreement, and all applicable laws and regulations. If you do not accept these Terms, you may not use our Services. By engaging our Services, you acknowledge the following:

• PayPoint is not a credit institution (bank) and your Account is not a bank account;

• PayPoint does not act as trustee, fiduciary, or escrow holder in respect of E-Money held in your Account;

• PayPoint receives your funds with concurrent instructions to transfer them immediately upon receipt; PayPoint shall not be liable for any delays resulting from compliance screening, fraud checks, or processing by third-party payment systems;

• E-Money and related funds held pending transfer are considered "in transit" and no interest accrues on any balance in the Account; PayPoint does not pay interest on Account balances;

• PayPoint provides access to the PayPoint Payment System only to authorized Customers and enables them to make and receive payments, purchase E-Money, or request redemptions. PayPoint is an independent service provider.

1.2.   Additional conditions may be published on the PayPoint Website and within the PayPoint Payment System from time to time (e.g., Privacy Policy, Complaints Procedure, List of Restricted Activities). Customers are required to review these regularly to remain informed of any changes.

III.   VERIFICATION AND AUTHORIZATION

2.1. PayPoint provides Services exclusively to Customers who have been duly verified and authorized following completion of all required checks.

2.2. As a precondition to authorization, the Customer must accept these Terms and any specific conditions published on the PayPoint Website from time to time.

2.3. During the verification process, PayPoint may request information and the Customer is required to provide it within three (3) Business Days. PayPoint may also request any information required under applicable AML/KYC regulations. Failure to provide such information within the specified timeframe may result in suspension or closure of the Account.

2.4. PayPoint is under no obligation to accept or authorize any Customer and retains full discretion to determine the scope of information required and the conditions on which a Customer may be accepted.

2.5. The Customer is obliged to provide accurate and current information at all times. PayPoint reserves the right to request updated information from time to time and may unilaterally terminate the business relationship with immediate effect if such information is not provided.

2.6. The Customer warrants that all information and documentation provided to PayPoint, whether on request or otherwise, is accurate, complete, and current to the best of the Customer's knowledge.

2.7. If the Customer fails to submit requested documents or information, PayPoint reserves the right to deactivate the Customer's Account and determine the continuation of the business relationship accordingly.

2.8. The Customer must notify PayPoint immediately (and in any event within three (3) Business Days) of any changes to information or documents provided during the authorization process.

2.9. Upon successful verification and authorization, the Customer will be provided with an Account. The Account is personal; only the Customer may access and use it in accordance with the stated purpose declared in the Account application. The Customer is responsible for safeguarding all Login Authorization Data and must use the Account solely in accordance with these Terms.

2.10. All information and communications shall be conducted in English, which shall serve as the language for these Terms and all related correspondence.

2.11. The Parties may use any available means of communication, including telephone and email. The Customer acknowledges the inherent risks associated with electronic communications, including potential failures, delays, interception, or unauthorized access. The Customer assumes full responsibility for all such risks when using the PayPoint Payment System and related tools.

2.12. PayPoint shall not be liable for any disruption to communications arising from Telecommunications Risks or related circumstances. PayPoint does not warrant uninterrupted Internet access and shall not be liable for any indirect, incidental, or consequential damages arising therefrom.

2.13. Subject to the Privacy Policy, PayPoint may record and retain telephone conversations, electronic communications, and meeting records for the purpose of fulfilling contractual obligations, and may use such records as evidence in any dispute or legal proceedings involving PayPoint or the Customer.

2.14. PayPoint may communicate with the Customer by posting notices on the PayPoint Website, by email to the registered address, by telephone, or by SMS. The Customer is responsible for maintaining current contact details and ensuring access to all such communications.

2.15. Unless otherwise stated, any notice shall be deemed received within twenty-four (24) hours of posting on the PayPoint Website or email transmission. If sent by post, the notice shall be deemed received within three (3) Business Days of dispatch.

2.16. Notices to PayPoint must be sent by email to support@pay-point.net .

2.17. By registering for and using the PayPoint Account, the Customer confirms unconditional acceptance of these Terms.

IV.   REGISTRATION AND USE OF ACCOUNT

3.1. Login and Authorization

3.1.1.   To use our Services, you must create an Account with PayPoint by providing accurate, complete, and current information. You agree to maintain the confidentiality of your Login Authorization Data, including your username and password.

3.1.2.   The Customer shall access their Account via the PayPoint Website by entering valid Login Authorization Data. Any issues with access must be reported to PayPoint immediately.

3.1.3.   Upon authentication of Login Authorization Data, the Customer will be granted access to the Account and will be able to initiate payment Transaction instructions. If the Customer suspects that Login Authorization Data has been compromised, they must immediately notify PayPoint and request a block on the Account pending a full investigation.

3.2. Exclusive Rights of Account Use

3.2.1.   The Customer shall keep all Login Authorization Data strictly confidential and take all measures to prevent unauthorized use. The Customer bears sole liability for any loss or misuse arising from unauthorized access to the Account and shall indemnify PayPoint against all resulting claims.

3.2.2.   Any person accessing the Account using valid Login Authorization Data shall be deemed to be the Customer. PayPoint may nonetheless request additional identity verification at any time.

3.2.3.   The Customer may request PayPoint to block their Login Authorization Data if they suspect it has been compromised. Only the Customer may revoke such a block.

3.2.4.   The Customer acknowledges the electronic nature of the PayPoint Payment System and accepts it on an "AS IS, WHERE IS", "AS AVAILABLE", and "WITH ALL ITS FAULTS" basis.

V.   DEPOSITS, WITHDRAWALS, INTERNAL TRANSFERS AND PAYMENTS

4.1.   To initiate Transactions, the Customer must first fund their Account by having Electronic Money transferred to it via the PayPoint Payment System from their Clients.

4.2. Deposits

4.2.1.   The Customer must provide all required information and pass all identity and security validation checks before PayPoint will accept Deposits. PayPoint shall not be responsible for holding or safeguarding Customer funds.

4.2.2.   For any Deposit, the Customer authorizes PayPoint to receive and transfer funds in accordance with instructions provided, less any applicable Fees, placing the equivalent Electronic Money in the designated banking account.

4.2.3.   Funds will be deposited in a currency chosen by PayPoint into the corresponding sub-account by creating an equivalent amount of Electronic Money. The Customer acknowledges and accepts this.

4.2.4.   If the Customer does not hold an Account in the deposited currency, PayPoint may automatically open a sub-account in that currency. Cross-border FX differences between processed and settlement amounts may occur; the Customer accepts this and will not raise claims in relation to such conversions.

4.2.5.   FX differences may arise from cross-border payment regulations even when the transaction and Account currency are the same. The Customer acknowledges this.

4.2.6.   PayPoint may, at its sole discretion, impose limits on amounts of E-Money purchased and/or impose special conditions or decline to accept funds for immediate transfer.

4.2.7.   A successfully processed Deposit via Card is final and non-refundable once E-Money has been credited to the Account.

4.3. Withdrawals

4.3.1.   Withdrawals are available upon validation and completion of identity and security checks. The Customer authorizes PayPoint to execute Withdrawals from the Account into the Customer's base currency account via the selected withdrawal method, less any applicable Fees.

4.3.2.   Withdrawals may only be made to an account held in the Customer's name at a credit institution or a payment institution that has established a cooperative relationship with PayPoint.

4.3.3.   PayPoint may be required by law to impose limits on Withdrawal amounts or to refuse Withdrawal requests until outstanding compliance requirements are met.

4.3.4.   Deposits and Withdrawals are subject to Fees and currency conversion charges as set out in the applicable Fee Schedule. Limits may also be applied based on the Customer's risk profile and the information provided.

4.4. Transfers within the PayPoint Payment System (if available)

4.4.1.   The Customer may make transfers to other Customers within the PayPoint Payment System by specifying the recipient and the transfer purpose, which must align with the declared nature of business. The PayPoint Payment System will display applicable transfer Fees before the Transaction is confirmed.

4.4.2.   By initiating a Transaction, the Customer confirms the accuracy of all entered data and accepts full responsibility for any errors.

4.4.3.   Transaction instructions are irrevocable once submitted. The Customer unconditionally authorizes PayPoint to process Transactions as instructed. PayPoint will use reasonable efforts to execute Transactions promptly and will address any technical failures within a reasonable timeframe.

4.4.4.   Once a Transaction has been processed, the Customer may not cancel or amend it.

4.4.5.   The PayPoint Payment System may permit Transactions to be sent to registered mobile numbers or email addresses of persons who are not yet registered Customers. If the recipient does not become a Customer within the applicable timeframe, the Transaction will be cancelled and the funds returned to the originating Customer.

4.5. Internal Transfers (if available)

4.5.1.   The Customer may make immediate internal transfers between sub-accounts held in different currencies. The spot exchange rate will be displayed during the process and is indicative only. Funds will be transferred between sub-accounts at the rate confirmed at the time of Transaction execution.

4.5.2.   Internal transfers may be made by specifying the recipient's registered email address or phone number within the PayPoint Payment System.

VI.   TRANSACTION HISTORY

5.1.   All Transaction history, including charges, Fees, and applicable margins, is recorded within the PayPoint Payment System and is accessible to the Customer at all times. The Customer may request written confirmation of any Transaction for an additional fee as set out on the PayPoint Website. Transaction statuses (completed, cancelled, or pending) are displayed within the account history.

VII.   FEES

6.1. The Customer expressly agrees to pay all applicable Fees for Services provided, including for international transfers, currency conversions, Withdrawals, amendments to payment transactions, document preparation, and outstanding service charges.

6.2. The Customer must review and acknowledge the applicable Fee Schedule before initiating any Transaction or requesting any Service. The Fee Schedule sets out all applicable interest rates, commissions, and charges.

6.3. Where a Transaction requires currency conversion, the prevailing spot rate provided by the liquidity provider will be applied. Exchange rates may change immediately without prior notice; the Customer will not have the right to object to such changes.

6.4. All Fees due by the Customer to PayPoint may be deducted directly from the Customer's Account at any time.

6.5. PayPoint reserves the right to introduce new services and associated charges. New charges favorable to the Customer may be introduced without prior notice.

6.6. PayPoint is entitled to unilaterally amend its Fees at any time, based on objective factors including changes in scope of services, market conditions, regulatory requirements, or cost of delivery. PayPoint will provide advance notice of any such changes.

6.7. PayPoint reserves the right to recover all losses, damages, liabilities, costs, and Deductions arising from the Customer's unauthorized actions or breach of these Terms, the Agreement, or applicable law.

6.8. Where insufficient funds exist in the Customer's Account to cover Fees or Deductions, the Customer will be unable to use the Account until sufficient funds are placed. PayPoint may invoice the Customer for outstanding amounts, payable immediately and in any event within three (3) Business Days.

6.9. PayPoint reserves the right to recover outstanding Fees and Deductions from any other Account held by the Customer that contains sufficient funds, and the Customer expressly consents to such set-off.

VIII.   CHARGEBACKS

7.1. The Customer must comply with all Transaction execution requirements set out in these Terms. The Customer agrees not to initiate a chargeback for any Transaction credited to the Account, except where PayPoint has failed to fulfill its obligations in a manner entitling the Customer to a refund under applicable law, card scheme rules, or regulations.

7.2. If the Customer cancels, charges back, or reverses a Transaction, the Customer shall be liable to PayPoint for the full Transaction amount (par value) plus all applicable fees, assessments, fines, penalties, or costs imposed by any payment network, acquirer, or third party ("Chargeback Costs").

7.3. PayPoint may, at its discretion, recover any cancelled, reversed, or charged-back Transaction amount and Chargeback Costs by: (a) debiting or setting off such amounts against the Account balance; (b) debiting any other Account held by the Customer; or (c) invoicing the Customer, with payment due upon receipt. The Customer authorizes PayPoint to initiate such debits and set-offs.

7.4. The Customer shall promptly provide PayPoint with all information and documents reasonably requested to investigate, defend, or contest any actual or threatened chargeback, including proof of authorization, delivery, or service fulfilment.

IX.   UNCLEARED FUNDS, NEGATIVE BALANCE

8.1. Certain Transactions may result in E-Money being credited to the Account before the underlying payment has cleared. PayPoint may periodically present such uncleared payments to the relevant financial institution and may debit the Customer's Account or obtain funds from other sources if such payments fail to clear. PayPoint will notify the Customer before taking such action unless doing so would compromise security or be unlawful.

8.2. A negative Account balance arises where there is insufficient E-Money to cover outstanding obligations. Any negative balance constitutes an immediate debt owed by the Customer to PayPoint. PayPoint may collect this amount by any lawful means, including engaging debt collection agencies or pursuing legal action. PayPoint may also charge the Customer for any reasonable costs incurred in connection with debt collection.

X.   PROHIBITED JURISDICTIONS AND ACTIVITIES

9.1.   PayPoint does not accept payments to or from countries and territories where applicable laws, regulations, or internal policies prohibit such transactions, including but not limited to Afghanistan, Albania, Algeria, Angola, Argentina, Bahrain, Bangladesh, Barbados, Belarus, Benin, Bhutan, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Cabo Verde, Central African Republic, Chad, China, Colombia, Congo DR, Cote D'Ivoire, Croatia, Cuba, Djibouti, Dominican Republic, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Eswatini, Ethiopia, Fiji, Gabon, Gaza Strip, Ghana, Guam, Guatemala, Guinea, Guinea Bissau, Guyana, Haiti, Honduras, Iran, Iraq, Jamaica, Jordan, Kenya, Kiribati, Kosovo, Kuwait, Laos, Lebanon, Lesotho, Liberia, Libya, Macedonia FYR, Madagascar, Malawi, Maldives, Mali, Mauritania, Mexico, Monaco, Morocco, Mozambique, Myanmar, Namibia, Nepal, Nicaragua, Niger, Nigeria, North Korea, Northern Cyprus, Oman, Pakistan, Palau, Panama, Paraguay, Peru, Philippines, Puerto Rico, Qatar, Russian Federation, Rwanda, Samoa, Sao Tome and Principe, Saudi Arabia, Senegal, Sierra Leone, Somalia, South Africa, South Sudan, Sri Lanka, St. Lucia, Sudan, Suriname, Syria, Tajikistan, Tanzania, Timor Leste, Togo, Trinidad & Tobago, Tunisia, Tuvalu, Uganda, USA, Vanuatu, Vatican City, Venezuela, Vietnam, Virgin Islands (US), West Bank, Yemen, Zambia, Zimbabwe, Regions of Ukraine: Crimea, Donetsk, Luhansk and all occupied territories, and any jurisdiction where such transactions would be unlawful.

9.2.   Your use of the Services is limited to lawful purposes in accordance with these Terms. When using our Services, you agree not to:

• breach these Terms, the Agreement, or any applicable law, statute, or regulation;

• use our Services to infringe any intellectual property rights of PayPoint or any third party;

• use the Services in any manner that may give rise to a claim, dispute, or regulatory fine;

• provide fraudulent, false, incomplete, or misleading information or documentation;

• use automated tools (robots, spiders, scrapers, or similar) to access the Website or PayPoint Payment System;

• engage in conduct that disrupts, hinders, or harms access to or use of the Website or PayPoint Payment System;

• attempt to gain unauthorized access to or interfere with any part of the Website, PayPoint Payment System, or associated servers or databases;

• tamper with, hack, modify, damage, or corrupt the security or functionality of any PayPoint service;

• introduce malicious software, harmful code, or any other material that could disrupt the PayPoint Payment System;

• transmit unsolicited advertising, spam, junk mail, chain letters, or similar content;

• impersonate PayPoint, any employee, user, or other entity, including by using their email addresses;

• overload, damage, or disable any part of the PayPoint Payment System;

• monitor or copy Website or PayPoint Payment System materials using manual or automated processes without prior written consent;

• breach any applicable federal, provincial, or international laws or regulations;

• otherwise attempt to disrupt the normal operation of PayPoint.

9.3.   The Customer is prohibited from tampering with, hacking, or otherwise corrupting the security or functionality of the PayPoint Payment System. If PayPoint suspects any such activity, it reserves the right to immediately freeze the Account and suspend all Transactions until the matter is resolved.

XI.   UNAUTHORISED TRANSACTIONS

10.1. It is the Customer's sole responsibility to ensure that they do not use PayPoint Services for any Transaction that may be deemed unlawful.

10.2. The Customer must not:

• use PayPoint Services to obtain or facilitate a cash advance from a credit or debit card;

• use PayPoint Services in any manner that may constitute an abuse of a bank's reversal process, credit card system, or card association rules;

• refuse to cooperate with any investigation into the identity of the Customer, its representatives, or beneficial owners, or refuse to allow PayPoint to receive information or documents to which it is entitled under applicable law.

10.3.   The list of restricted activities above is not exhaustive. The Customer is responsible for ensuring that they do not use PayPoint Services for any purpose that may be considered unlawful.

XII.   SECURITY VALIDATION AND VERIFICATION CHECKS

11.1. The Customer acknowledges that certain Transactions require identity and security validation checks, including through third-party verification systems. The Customer consents to such checks when using services to which they apply.

11.2. PayPoint may, as a result of verification checks, impose minimum or maximum Transaction limits or restrict access to certain Services.

11.3. PayPoint may validate and verify any information or data provided by the Customer at any time, including through third-party verification services.

XIII.   WARRANTIES AND REPRESENTATIONS

12.1.   The Customer warrants and represents that:

• where the Customer is a registered legal entity, it will at all times maintain at least one director domiciled at the place of incorporation and registered address;

• it will deliver its products and services to Clients without undue delay and in accordance with all applicable criteria;

• its products and services comply with all applicable laws in every jurisdiction in which they are offered;

• it holds all required licences and permits necessary to advertise, provide, and deliver its goods and services;

• it is not receiving funds connected with any illegal, fraudulent, deceptive, or manipulative activity and is not sending or receiving funds to or from any unlawful source;

• it has full corporate power, authority, and capacity to enter into the Agreement with PayPoint and to perform its obligations hereunder; the Agreement has been duly authorized and constitutes a valid and binding obligation enforceable in accordance with its terms;

• neither it nor any of its affiliates, directors, officers, or beneficial owners is subject to any sanctions, embargoes, or governmental restrictions that would prohibit or restrict engagement with PayPoint;

• there are no other agreements, legal restrictions, court orders, or other obligations that would prevent the Customer from entering into or performing the Agreement with PayPoint.

12.2.   The Customer shall indemnify, defend, and hold harmless PayPoint and its affiliates, directors, officers, and employees from and against all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to any breach by the Customer of its warranties, representations, undertakings, or obligations under this Agreement.

XIV.   AMENDMENTS AND MODIFICATIONS

13.1. PayPoint is entitled to modify or amend these Terms at any time by providing notice by email, by posting on the PayPoint Website, or by presenting the amendments when the Customer accesses their Account.

13.2. Amendments will take effect on the date specified in the notice unless expressly rejected by the Customer within thirty (30) calendar days. Any such rejection constitutes notice by the Customer to terminate the business relationship and close all Accounts.

13.3. PayPoint may use its Website to communicate changes to these Terms, and the posting of a notice shall constitute valid notification. Customers are expected to review the Website and their Account regularly for updates.

13.4. PayPoint will provide direct email notice of any material amendments that may significantly affect the Customer's use of the Services.

XV.   SUSPENDING AND CLOSING AN ACCOUNT

14.1.   The Customer may close their Account by providing at least one (1) month's prior written notice to PayPoint. PayPoint may agree to immediate closure upon request. The Customer is responsible for cancelling any pending Transactions before closure.

14.2.   Upon closure or termination of the Agreement, PayPoint may continue to process Customer data to the extent required by law, for statistical or archiving purposes, or to protect its legitimate interests including fraud prevention and legal defence.

14.3.   PayPoint may close or suspend the Customer's Account or restrict its functionality by giving at least ten (10) Business Days' prior notice, or immediately without notice for any of the following reasons:

• suspected unauthorized or fraudulent use of the Account;

• suspected compromise of Login Authorization Data;

• reasonable grounds to believe that the Customer has materially or persistently breached these Terms;

• inappropriate sharing of Account access with a third party;

• provision of false information or documentation;

• suspected unauthorized or unusual card or bank account activity;

• abuse of the chargeback or reversal process;

• refusal to cooperate with identity or security investigations;

• initiation of Transactions suspected to constitute or facilitate cash advances;

• Account use in connection with criminal, illegal, or fraudulent activity;

• security, credit, or fraud risk to PayPoint;

• compliance with AML or terrorist financing investigations;

• threats or abusive conduct toward PayPoint staff or contractors;

• Customer insolvency or suspension of commercial activities;

• risk that continuing the Account would place PayPoint in breach of applicable law;

• violation of any applicable law in connection with the use of PayPoint services;

• PayPoint being required to do so by any applicable law, regulatory decree, government authority, or court order.

14.4.   Where legally permissible, PayPoint will notify the Customer in advance of any Account closure or suspension. Where the reason for suspension is curable, PayPoint will notify the Customer of the steps required to restore Account functionality.

14.5.   If PayPoint closes the Account, it will redeem any unrestricted and undisputed E-Money balance in accordance with these Terms.

14.6.   If PayPoint suspects restricted activity, it may contact relevant government authorities, crime prevention bodies, or other third parties and may disclose information regarding such activities in accordance with the Privacy Policy and applicable law.

14.7.   If the Customer fails to access their Account for nine (9) consecutive months, PayPoint may close the Account and return any available balance using the most recent payment details on file, subject to identity and ownership verification.

XVI.   CONFIDENTIALITY

15.1. Each Party shall keep confidential all non-public information of the other Party that is identified as confidential or that reasonably should be understood to be confidential, including information relating to business operations, transactions, customers, personnel, technology, security, and pricing ("Confidential Information"). Each Party shall use the other Party's Confidential Information solely to perform its obligations under these Terms and shall apply at least the same degree of care as it applies to its own confidential information.

15.2. A Party may disclose Confidential Information: (a) to its directors, officers, employees, advisers, and subcontractors who have a need to know and are bound by equivalent confidentiality obligations; (b) as required by applicable law, regulation, or competent authority; or (c) with the prior written consent of the disclosing Party. Where legally required to disclose, the receiving Party will provide prompt prior notice where practicable.

15.3. In the ordinary course of operating the PayPoint Payment System, PayPoint may process and display limited Customer contact identifiers (such as business name, email, or phone number) to relevant counterparties solely to facilitate Transactions. Such processing is subject to data minimization principles and the Privacy Policy.

15.4. The Customer authorizes PayPoint to disclose information relating to Transactions to counterparties as required by applicable law, sanctions rules, AML regulations, card scheme rules, payment system operators, and compliance review processes. PayPoint will limit such disclosures to what is strictly necessary.

15.5. Confidential Information does not include information that: (a) becomes publicly known through no breach by the receiving Party; (b) was already known to the receiving Party without restriction prior to disclosure; (c) was independently developed without reference to the disclosing Party's Confidential Information; or (d) was received from a third party without restrictions.

15.6. Upon request or termination of the Agreement, the receiving Party shall promptly return or destroy the disclosing Party's Confidential Information, except where retention is required by law, regulation, or bona fide internal record-keeping obligations.

15.7. Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The disclosing Party is entitled to seek injunctive or equitable relief in addition to other remedies. Confidentiality obligations survive termination for five (5) years; trade secrets are protected for so long as they retain that status under applicable law.

XVII.   PRIVACY

16.1. By accepting these Terms, the Customer also agrees to the PayPoint Privacy Policy.

16.2. The Customer is fully responsible for compliance with applicable data protection laws, including obtaining all consents necessary to provide personal information to PayPoint or third parties.

16.3. The Customer shall maintain its own privacy policy and procedures for personal data it processes as a data controller. The Customer must at all times: (a) implement and maintain appropriate technical and organizational security measures; (b) maintain a complete record of all personal data processing activities; (c) provide information to demonstrate compliance with applicable data protection laws upon request; (d) not knowingly permit any action that may lead to a breach of the data protection laws applicable to either Party.

16.4. The Customer acknowledges that: (a) calls with PayPoint customer support may be monitored and recorded for quality assurance, security, and fraud detection; (b) for identity validation, PayPoint may share limited Customer information (including name, account number, legal jurisdiction, address, email, and IP address) with counterparties involved in processing Electronic Money transfers.

16.5. The Customer acknowledges that PayPoint processes personal data in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable laws. The Customer is obliged to obtain consent from all persons whose data it transfers to PayPoint for the processing activities described herein.

XVIII.   WAIVER

17.1.   The rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies available at law. No delay or failure by PayPoint to exercise any right shall constitute a waiver of that right or prevent its future exercise.

17.2.   No waiver of a breach of these Terms shall be construed as a waiver of any subsequent breach or as authorization for a continuation of the relevant conduct.

XIX.   REMEDIES AND LIABILITY

18.1. The Customer shall indemnify PayPoint and keep it indemnified against all losses, taxes, expenses, costs, and liabilities (including reasonable legal fees) arising from or in connection with any breach of these Terms by the Customer or any illegal act performed by the Customer using PayPoint Services.

18.2. Liquidated Damages. The Parties acknowledge that the following amounts are a genuine pre-estimate of losses that would be difficult to quantify:

18.2.1.   Aggregation Not Declared: If the Customer conducts undisclosed aggregation inconsistent with declared goods/services, the Customer will pay PayPoint liquidated damages of EUR 3,500 per MID per day;

18.2.2.   Failure to Provide Settlement Account Details: Liquidated damages of EUR 1,000 per commenced week of delay beyond ten (10) calendar days of written request;

18.2.3.   Funds Arrest/Freeze by Authorities: If funds are arrested or frozen as a result of the Customer's breach, liquidated damages of EUR 5,000 per calendar day that the arrest or freeze remains in effect;

18.2.4.   Failure to Provide KYC/CDD Information: Liquidated damages of EUR 1,000 per calendar day of delay beyond ten (10) Business Days of written request, where the volume or materiality of outstanding items is material.

18.3. PayPoint provides Services subject to Customer statutory rights but otherwise without any warranty, express or implied, except as specifically set out in these Terms. PayPoint does not control and cannot guarantee the conduct of Customer merchants or Clients.

18.4. Access to the Website may occasionally be restricted for repairs, maintenance, or introduction of new features.

18.5. PayPoint makes every effort to ensure the accuracy of information it provides but cannot guarantee accuracy in all circumstances. Customers must check all correspondence and promptly report any discrepancies.

18.6. PayPoint shall not be liable for any disruption to its services caused by circumstances beyond its reasonable control or those of any intermediary on which it relies.

18.7. PayPoint's obligations are limited to the provision of payment and E-Money account services. It makes no endorsement of any goods or services offered by Customers or their Clients.

18.8. PayPoint shall not be liable for any taxes, duties, or charges arising from underlying commercial transactions between Customers and their Clients.

18.9. The Customer agrees to defend, reimburse, and hold PayPoint and its corporate group harmless from any claims, demands, expenses, or costs (including legal fees, fines, or penalties) arising from the Customer's breach of these Terms, applicable law, or use of the Services. This obligation survives termination.

18.10. PayPoint shall only be liable to the Customer for loss or damage caused directly and foreseeably by a breach of these Terms.

18.11. In no event shall PayPoint be liable for: (a) indirect or consequential loss, loss of profit, goodwill, or anticipated savings; (b) losses arising from regulatory compliance; (c) loss or corruption of data; (d) any loss not caused directly by a PayPoint breach; (e) any loss in excess of the direct result of a PayPoint breach.

18.12. Nothing in these Terms limits PayPoint's liability resulting from its own fraud or fraudulent misrepresentation, gross negligence, or wilful misconduct, or for death or personal injury caused by its own or its subcontractors' negligence.

18.13. Nothing in these Terms shall exclude liability for death or personal injury due to negligence, fraud or fraudulent misrepresentation, or any statutory liability that cannot be excluded or amended by agreement.

XX.   DISPUTE RESOLUTION AND JURISDICTION

19.1. The Parties shall endeavour to resolve any dispute amicably, in good faith, and in a constructive manner. Threats and blackmail directed at PayPoint are prohibited and constitute grounds for immediate termination of the business relationship.

19.2. Any disputes under these Terms shall be governed by the laws of the Province of Ontario, Canada. The Customer shall first raise any complaint with PayPoint directly.

XXI.   APPLICABLE LAW

20.1. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada. The Parties irrevocably submit to the jurisdiction of the courts of the Province of Ontario for any action, suit, or proceeding arising out of or relating to these Terms or any transaction contemplated hereunder.

20.2. The Parties shall also observe all applicable laws and regulations and the rules of international payment systems, including but not limited to Visa Europe and Mastercard Worldwide.

XXII.   THIRD-PARTY RIGHTS

21.1.   No term of these Terms is intended to confer a benefit on, or be enforceable by, any person who is not a Party.

XXIII.   ASSIGNMENT

22.1. Neither Party may assign or transfer these Terms or any rights or obligations hereunder to a third party without the prior written consent of the other Party, which shall not be unreasonably withheld. PayPoint may however assign these Terms to its parent, subsidiary, or affiliated companies in connection with a merger, reorganization, or sale of substantially all its business or assets without the Customer's consent.

22.2. Any unauthorized assignment shall be null and void. These Terms shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.

XXIV.   FORCE MAJEURE

23.1.   No failure or omission by either Party to perform its obligations under these Terms shall constitute a breach if such failure arises from a force majeure event including acts of God, war, civil commotion, riots, blockades, embargoes, sabotage, strikes, labour shortage, supply chain delays, or any other event beyond the reasonable control of the affected Party.

XXV.   NOTICES AND CONSENTS

24.1.   Any notice to be given under these Terms shall be in writing and delivered to the address stated in the Terms or Customer application, or to such other address as either Party may notify to the other in writing. Notices are effective as described in Section III.

XXVI.   GRANT OF LICENCE

25.1. When accessing or using PayPoint software, including the PayPoint Payment System, APIs, reporting tools, and any associated software (collectively, "Software"), PayPoint and its licensors grant the Customer a limited, non-exclusive licence to use the Software for the Customer's personal or business use only, in accordance with all applicable documentation and instructions. The Customer may not rent, lease, or transfer any rights in the Software to any third party.

25.2. Non-compliance with PayPoint implementation and use requirements will render the Customer liable for all resulting damages to PayPoint and third parties. The Customer agrees not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile, or otherwise attempt to derive the source code of any Software. All rights, title, and interest in the Software are owned by PayPoint.

LAST UPDATED: April 1, 2026