Pontispay Ltd Terms and Conditions

Updated: January 12, 2026

The following terms and conditions (“Terms”) form the basis of the agreement under which Pontispay Ltd provides Services to you. These Terms, together with our Privacy Policy (available on our website) and any applicable Data Protection Agreement, constitute the agreement between you (the “Client”, “you” or “your”) and Pontispay Ltd (“Pontispay”, “we”, “us” or “our”) for the Services we provide to you (this “Agreement”).

This Agreement describes the Services Pontispay provides, the terms and conditions applying to our provision of the Services, the licence rules for any software platform (“Platform”) we provide access to, our acceptable use policy, how this Agreement may be changed or ended, service levels, and other important information.

You must read this Agreement carefully, as it contains important information about your rights and responsibilities and ours when you use our Services. Please contact us with any questions before you use our Services.

Pontispay Ltd is a company incorporated in British Columbia, Canada, with its registered office at 300 – 848 Courtney Street, Victoria, BC V8W 1C4, Canada. Pontispay is registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Pontispay is not a bank and does not provide banking services; any funds held with Pontispay are not deposits and are not insured by the Canada Deposit Insurance Corporation (CDIC) or any other deposit insurance scheme.

1. Entering into this Agreement

By receiving any Services from Pontispay, you agree to be bound by this Agreement. We may require you to confirm your agreement to these Terms during the registration process (for example, by ticking “I agree to the Terms and Conditions” or by any other method we specify).

Important Notice: When you use our Services to pay for any goods or services other than those we provide, you are entering into a contract directly with the relevant third-party supplier. We do not become a party to, or participant in, and we are not responsible or liable for, the actions of any such supplier (or other relevant third parties) or for the goods or services they supply. Except to the extent expressly stated in this Agreement, we also do not act as an agent for you in any capacity. Pontispay provides payment and account Services only, and is not itself the provider of any goods or services that you may pay for using our Services.

Client Warranties: Without limiting the ways in which you may become bound by this Agreement, you agree and warrant to us on an ongoing basis that:

• if you are an individual accepting this Agreement on behalf of a business or other legal entity, you are at least the age of majority in your jurisdiction (18 years old or older) and legally capable of entering into binding contracts, and you have the authority to bind the business or entity to this Agreement;
• you (and, if applicable, the business you represent) are legally capable of entering into this Agreement;
• you will abide by this Agreement in full;
• you will not use the Services or the Platform for any unlawful purpose; and
• all information you supply to us is and will be accurate, true, complete and up-to-date, and you will promptly provide us with any new or updated information if any previously provided information ceases to be accurate, true, complete, or current; and
• entering into and performing this Agreement will not cause you to be in breach of any other agreement you are a party to, whether with us or with any other person.

If you do not agree to these Terms or any part of this Agreement, you should not register an account with Pontispay or use our Services.

2. Definitions & Interpretation

2.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below:

• Account: Your account with us, maintained on the Platform.
• Agreement: Has the meaning given to that term in the opening paragraphs of these Terms (the contract between you and Pontispay composed of these Terms, the Privacy Policy, and any Data Protection Agreement).
• AML/CFT Law: Any law relating to anti–money laundering and countering the financing of terrorism in any jurisdiction, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its regulations, and any similar laws or regulations in other jurisdictions.
• API: Any application programming interface provided by Pontispay.
• Business Day: A day (other than a Saturday, Sunday, or public holiday) on which banks are open for general business in the Province of British Columbia, Canada.
• Client: A business or person registered with Pontispay to use its Services or that otherwise uses any of Pontispay’s Services. For clarity, Pontispay provides Services only to business clients (not consumers).
• Client Funds: Money we hold on your behalf in our Nominated Account.
• Client IP: Has the meaning given to that term in clause 11.2 of this Agreement.
• Confidential Information: Has the meaning given to that term in clause 12.1.
• Data: All data and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Platform (excluding data and information that we own, hold, use or create, and excluding Feedback).
• Data Protection Agreement: An agreement in effect from time to time between you and Pontispay relating to our processing of personal information you supply to us (if applicable, such agreement will be available on our website).
• Event of Default: Has the meaning given to that term in clause 10.2.
• Feedback: Has the meaning given to that term in clause 11.6.
• Fees: Has the meaning given to that term in clause 7.1(a).
• Insolvency Event: Has the meaning given to that term in clause 10.7.
• Law: Includes any international, national, federal, provincial, state, or local law, statute, by-law, regulation, ordinance, decree or other enactment, or any rule, code, sanction, judgment or order, or other requirement enacted or imposed by a governmental, judicial, or regulatory authority in Canada or elsewhere.
• Loss: Includes any loss, damage, liability, charge, cost or expense.
• Nominated Account: The bank account that we nominate from time to time into which funds you transfer to us must be deposited (this may be our own bank account or a third-party bank account that we designate for receiving funds).
• Privacy Policy: Our privacy policy as published on our website (the Site) from time to time.
• Pontispay IP: Has the meaning given to that term in clause 11.1.
• Platform: The Pontispay web application together with the related systems and technologies through which we deliver the Services to you.
• Products: Any products, goods, or services offered or provided by any person other than us to you. (For example, goods you purchase from a third party using a payment through our Services would be “Products” from that third party supplier.)
• Services: The services provided by Pontispay, including (a) those described in this Agreement; and (b) the Platform’s content, technologies, and functions available through the Platform, the Site, and Pontispay’s APIs, to the extent we make them available to you through the Platform.
• Site: The website that hosts the Platform and any website we operate for the purpose of providing the Services.
• Systems: The software, information technology solutions, systems and networks (including both software and hardware) used in connection with the provision of the Platform and the Services, including any third-party solutions, systems, and networks.
• Transaction: Any deposit, withdrawal, exchange, payment, or transfer of funds (in any currency) through the Platform by us by electronic or other non-physical means. This includes any payment we make on your behalf to any supplier of Products in payment of the price of any Products or services you are purchasing.

2.2 Interpretation

In this Agreement, unless the context otherwise requires:

• References to a clause or a schedule are to a clause in, or a schedule to, these Terms.
• “Person” includes an individual (natural person), a body corporate (company or other corporate entity), an association of persons (whether corporate or not), a partnership, a trust, or a governmental or regulatory authority or other entity, in each case whether or not having a separate legal personality.
• “Personnel” includes officers, employees, contractors, and agents.
• “Including” and similar words do not imply any limitation.
• A reference to a request or instruction from you means an instruction you give to us (in accordance with this Agreement).
• A reference to a statute or law includes references to that statute or law as amended, consolidated, re-enacted or replaced from time to time, and includes any regulations or rules made under that statute.
• A reference to a party means a party to this Agreement, and includes that party’s permitted assigns.
• References to “dollars” or “$” are to Canadian currency, unless stated otherwise.
• Headings in this Agreement are for convenience only and have no legal effect.
• Words importing one gender include all genders, and the singular includes the plural and vice versa.

3. Our Services

3.1 Subject to you successfully opening an Account on the Platform and complying with this Agreement, we will enable you to receive, send, hold, exchange, withdraw, and transfer funds through the Platform, up to the maximum extent permitted by the Platform and this Agreement.

3.2 Depending on the currency of your Account, we will provide you with options to deposit (top-up) funds into your Account. For that purpose, Pontispay may, at our discretion, accept domestic and international bank transfers, and possibly other payment methods (such as credit or debit card payments or other payment options) to fund your Account, to the extent these options are made available by us from time to time.

3.3 Any incoming transfer of funds from you to us must be completed in accordance with the payment instructions we give to you (including those provided on or via the Platform). You are responsible for following our instructions when sending funds to your Pontispay Account.

3.4 Depending on the currency of your Account, we will provide you with various options for Transactions out of your Account. Pontispay may allow you, at our discretion, to make domestic and international outgoing Transactions (payments or transfers), including using alternative payment methods and/or card payouts, to the extent available at the time.

3.5 For some transfers or Transactions that we execute on your behalf, we may ask you to provide supporting documents or information evidencing the purpose of the transfer. Pontispay has the right (but is not obligated) to reject any transfer request or Transaction if we have reasonable grounds to believe that you or the requested Transaction violates this Agreement or any Law, is unlawful or fraudulent, or poses legal, regulatory or reputational risk to Pontispay.

3.6 Funds available in your Account will be recorded in the Account in the currency denomination of that Account.

3.7 Pontispay may, at its discretion, provide you with currency exchange services from time to time through the Platform. If we offer currency exchange, we will make available to you the applicable exchange rate or conversion terms and any fees before executing the exchange Transaction. We will require you to confirm your agreement to the terms of each currency exchange (for example, via the Platform or other electronic means) before execution.

3.8 Subject to the terms and conditions of this Agreement:

a. The provision of the Services we supply to you constitutes our only obligations to you under this Agreement (i.e. we have no obligations beyond providing the Services as described).

b. You agree that we may modify the Services at any time, and that we may restrict your access to some or all of the Services, or discontinue certain Services (or any part of the Services) at any time, provided we give you at least 14 days’ prior notice in writing (email or Platform notice is sufficient) of any material restriction or discontinuation of Services.

3.9 You acknowledge and agree that, to the maximum extent permitted by Law, Pontispay does not guarantee that the Platform and the Services will always be available, uninterrupted, secure, accurate, complete, reliable, or error-free.

3.10 To the maximum extent permitted by Law, and except as expressly provided in this Agreement, Pontispay accepts no responsibility and disclaims all liability of any kind for any dispute between you and a supplier of Products in connection with your use of the Platform or Services, any related supply of Products, or any Loss you suffer in connection with such transactions.

3.11 We will not carry out or facilitate any cash Transactions. (For example, we do not accept cash deposits or provide cash withdrawals.)

3.12 Our provision of the Platform and Services to you is on a non-exclusive basis. Nothing in this Agreement prevents us from providing the Platform, Transactions, or Services to any other person.

4. Client Funds & Account

4.1 Funds you transfer to us may be subject to a compliance review (including anti–money laundering checks) before being credited to your Account. We reserve the right to delay or refuse to record any funds to your Account until compliance reviews are completed to our satisfaction.

4.2 We hold all funds we receive from you in one or more segregated bank accounts, separate from our corporate funds, in accordance with our legal and regulatory obligations. (These accounts may sometimes be referred to as safeguarding or trust accounts, as required by applicable regulations.) Your funds in your Pontispay Account are not deposits and do not earn interest for you.

4.3 You warrant and represent to us that, on an ongoing basis:

• you are the legal and beneficial owner of all funds you transfer to us and all Client Funds we hold for you; and
• you will not grant any Security Interest (such as a lien or charge) over the Client Funds or over any of your rights under this Agreement to any third party.

4.4 If you or any third party makes any deduction or withholding from money you transfer to us (for example, tax withholding or bank fees) for any reason, you must pay to us any additional amount necessary to ensure that we receive the full amount that we would have received but for that deduction or withholding.

4.5 Once we are satisfied that the requirements of this Agreement and applicable Law are met with respect to specific funds you have transferred, we will record those funds as Client Funds in your Account. Client Funds will then be available for you to carry out Transactions using our Services (subject to any other provisions of this Agreement or any holds we place).

4.6 The balance of Client Funds recorded in your Account from time to time (in the absence of manifest error) is the conclusive amount of funds available to you for the purpose of carrying out Transactions using our Services. You have no right to receive any funds from us in excess of what is recorded as the balance of your Account.

4.7 We are entitled, at any time, to: (a) update or correct the amounts recorded in your Account; and (b) reduce (without prior notice to you) any amounts recorded in your Account that were credited in error. We may make accounting or record adjustments to your Account as needed to ensure the balance reflects the correct amount of Client Funds actually received and available.

4.8 Any interest earned on Client Funds (for instance, interest paid by the bank holding the segregated account) will accrue to our benefit. Such interest is retained by us as part of the compensation for our services in holding and managing Client Funds, and we have no obligation to account for or pay any such interest to you.

4.9 We reserve the right, without prior notice to you, to make any currency conversions we consider (acting reasonably) necessary or desirable in connection with performing our obligations or exercising our rights under this Agreement, or in connection with any Transaction. This includes, for example, converting funds when receiving Client Funds from you or when returning funds to you, if a conversion is needed. We may execute these currency conversions in such manner and at such commercially reasonable rates as we see fit, taking into account the prevailing rates offered by our banking partners or reputable financial services at the time of conversion.

4.10 Without limiting any other provision of this Agreement, you acknowledge and agree that, to the maximum extent permitted by Law:

• We are not responsible for any delays in crediting funds to your Account that result from you providing inadequate or unclear payment details or other required information when you transfer funds to us.
• We will hold Client Funds in compliance with our obligations under applicable Canadian laws and regulations.
• Without prior notice to you, we may apply (use) the Client Funds in your Account for the following purposes: (i) execution of a Transaction you have requested; and/or (ii) meeting your obligation to pay any Fees or other amounts due to us or to third parties under or in connection with this Agreement.
• Once Client Funds are paid or transferred out of our control (for example, to a third-party payee you designate, or to you as a withdrawal, or to us as payment of Fees or amounts you owe), we have no further obligations with respect to those funds. In other words, after we execute your payment or transfer instructions, or deduct amounts you owe us, we are not responsible for what happens to the funds that have left our control.
• You are responsible for all foreign currency exchange risk arising from or in connection with this Agreement or any Transactions. If a Transaction or any action under this Agreement involves a currency conversion, you bear the risk of changes in exchange rates or any loss due to currency fluctuation.

4.11 Subject to the terms of this Agreement, we will use reasonable endeavours to transfer to you any surplus Client Funds we hold on your behalf (for example, if you have requested a withdrawal of funds) within five (5) Business Days of your request, provided that: (a) you have supplied all information and documents we request in connection with the transfer; (b) you have complied with all applicable Laws relevant to the transfer (for example, any exchange control regulations or sanctions laws); and (c) the recipient bank or payment provider is able and willing to receive the payment in full and does not, for instance, reject or return the payment.

4.12 We will decide, at our reasonable discretion, the currency of any transfer of Client Funds to you (for example, if we are holding funds in multiple currencies, we may choose which currency to remit, unless otherwise agreed).

4.13 If we have any concerns or obligations relating to compliance with AML/CFT Law or any other Law in connection with your Account or funds, we may (but are not obligated to), at our absolute discretion, and without any liability to you, and to the maximum extent permitted by Law, freeze or hold your Client Funds (including funds held in the Nominated Account) and withhold the return of Client Funds to you until such concern is resolved. This means we can temporarily suspend your ability to access or withdraw funds if required for legal compliance reasons.

5. Transactions

5.1 You must have a bank account (or payment account) in your name to send funds to Pontispay via electronic funds transfer. Pontispay may, at its discretion, provide you with other options for withdrawing your Client Funds depending on the currency of your Account and the Services available (for example, payouts to a card or to another payment service), but in no case will cash withdrawal be an option.

5.2 Pontispay reserves the right to reject any transfer of funds you attempt to make to us. If we refuse a transfer (for example, if it’s from an unverified source or a prohibited account), we will make reasonable efforts to inform you of the rejection, unless we are prevented by Law from doing so.

5.3 We are not responsible for any money you send to us until we have actually received those funds into the Nominated Account designated by Pontispay. Simply initiating a transfer to us does not mean we have responsibility for those funds if they have not yet arrived in our account.

5.4 All Transactions under or in connection with this Agreement must be made by electronic funds transfer or other non-cash methods as permitted by us, and must be carried out: (a) during normal banking hours on a Business Day; (b) without any deduction, withholding or set-off (unless expressly provided in this Agreement or required by Law); and (c) if the Transaction involves sending funds to us, to the exact bank account (Nominated Account) that we specify for receiving your funds. Likewise, except with our prior written consent (which we may withhold at our discretion), any amount payable by us to you under this Agreement will only be paid to a bank or payment account in your name.

5.5 If there is any error or omission in relation to a Transaction or instruction (for example, a duplication or a mistake in processing), we may, at any time and without your consent or prior notice, take one or more of the following actions (acting fairly and in good faith):

• Amend or adjust the Transaction to rectify the error or omission.
• Not carry out (cancel) the Transaction if it has not yet been completed.
• Void the Transaction entirely as if it never occurred (for example, if a transaction was executed based on a clear mistake).
• Refrain from taking any action until we have clarified the situation.

5.6 In the event that an error or omission has occurred in a Transaction, and we exercise our rights under clause 5.5 (which was incorrectly cross-referenced as 6.7 in some communications), we may additionally, without your consent or prior notice:

• Suspend this Agreement, your Account, and/or provision of our Services to you (for example, while we investigate the error);
• Adjust your Account balance to correct the error or omission; and/or
• Require you to transfer additional funds to us to cover any shortfall that resulted from the error or omission.

In the absence of fraud or willful misconduct on our part, and to the maximum extent permitted by Law, we will not be liable for any losses or damages you incur in connection with any such error or omission, including cases where the error or omission was due to information provided to us by third parties.

5.7 Your instructions in relation to a Transaction must be provided through the Platform (or by another communication method we have approved) and in the manner we require. You must ensure all instructions are complete, clear, and correct in every respect. You must notify us immediately, via the Platform or through another contact method we provide, if you identify any error or inaccuracy in any instruction, or in any detail of your Account or a Transaction.

5.8 An instruction from you (or made on your behalf) is only valid when all of the following conditions are met:

• Proper Method: The instruction is received by us through a communication channel or method that we have approved for receiving instructions (e.g., through the Platform or an API, or in writing if we allow that).
• Execution: We have processed and executed the instruction and recorded it as executed in our system.
• Confirmation: We have confirmed to you (via the Platform or by other designated means) that the instruction or resulting Transaction has been executed.

5.9 You must ensure that only you – or persons that we have explicitly confirmed in writing as authorized to act on your behalf – issue instructions to us regarding your Account. If an Account is held jointly by more than one party (if we permit joint accounts), each joint account holder is hereby authorized to provide instructions independently on behalf of all joint holders, and we are not obliged to seek confirmation from the other joint holder(s) for any instruction received from one joint holder.

5.10 To the maximum extent permitted by Law, we have no obligation to verify or confirm:

• That the person giving an instruction on your behalf is actually authorized by you to do so (it is your responsibility to safeguard access to your Account and ensure only authorized individuals issue instructions).
• That the information provided in your instruction is accurate, complete, or correct.
• That the recipient of funds in any Transaction is acting in compliance with Law or is entitled to receive the payment.

5.11 Without limiting the above, we may, at our absolute discretion, decline to execute any instruction (even if valid under clause 5.8) if:

• We cannot reasonably comply with the instruction – for example, if the instruction is unclear, incomplete, or technically infeasible.
• You have not provided all information or documents that we have requested in connection with that instruction or Transaction.
• We believe that carrying out the instruction may breach any Law (for instance, if the payment is to a sanctioned person or for an unlawful purpose).
• We have reason to doubt the legitimacy or validity of the instruction (for example, if we suspect the instruction was not actually given by you or an authorized person, or if it appears fraudulent).

5.12 If we consider that you have taken advantage of, or are attempting to take advantage of, any errors, discrepancies or loopholes in any exchange rates, prices, or calculations we provide, or that you have manipulated or are attempting to manipulate the Services, the Platform, or our processes (for example, exploiting a technical glitch), or if you commit any Event of Default (such as fraud or breach of this Agreement), then we may, at our absolute discretion and without prior notice to you, do any one or more of the following:

• Amend, correct, cancel, or reverse any relevant Transaction;
• Treat any affected Transaction as void from the outset;
• Adjust your Account balance to remove any gains or advantages you may have obtained from such conduct;
• Withhold any Client Funds in your Account that we suspect are related to such improper conduct; and/or
• Take any other reasonable action we deem appropriate in the circumstances (including legal action if necessary).

To the maximum extent permitted by Law, we shall have no liability to you whatsoever for any actions we take or fail to take in good faith under this clause 5.12, as these actions are intended to protect us and our platform from misuse and to comply with our legal obligations.

6. Creating an Account with Us

6.1 You are required to create an Account on the Platform in order to use some or all of our Services. Your Account will be accessible only via the Platform (or other interfaces we provide). You are responsible for obtaining the necessary technology (computer, mobile device, internet connection, etc.) to access the Platform.

6.2 When you create an Account with us, you agree to the following:

• The Account must be created using our online signup process on the Platform (or any other method we designate). You must provide all requested information during sign-up.
• You will keep confidential and secure any password or other credentials used to access your Account.
• You warrant that all information you provide during account setup (and thereafter) is true, correct, and complete in every detail, and you agree to keep it updated.
• The legal name you provide for the Account must match the name on your official identification documents and (if you are an organization) your legal registered name; we may require identity verification documents to confirm this.
• You will use the Account only for purposes related to the Services and in accordance with this Agreement, and not for any other purpose.

6.3 Your Account records the Client Funds we hold on your behalf from time to time. Your Account is not a bank account. You acknowledge that your Account is a payment services account and not a deposit account, and therefore no government deposit insurance or financial compensation scheme applies to the funds in your Account. (For example, the Canada Deposit Insurance Corporation does not insure funds in your Pontispay Account.)

6.4 You must open and operate the Account, and use the Services, solely as principal for yourself or your own business. You must not, without our prior written consent, operate the Account or use any Services on behalf of any other person or entity, nor allow any other person to access the Services through your Account or otherwise use your Account. (In other words, you cannot resell our Services or allow third parties to transact through your Account.)

6.5 To meet our obligations under Canadian and international AML/CFT Law, tax law, and other applicable Laws, and as a condition of providing the Services, we require that you provide Pontispay with certain information and documents during onboarding and on an ongoing basis. Before we allow you to use the Services, and at any time while you have an active Account, you must promptly provide us with any information and supporting documentation we request for the purposes of verifying your identity, your business, the source of funds, the nature of transactions, and compliance with legal requirements (this process is sometimes referred to as Know Your Business (KYB) or Know Your Customer (KYC) checks). All information and documents you provide will be reviewed by our compliance team. We may also periodically require you to provide additional or updated information and documents to ensure continued compliance with Law and our internal policies.

6.6 We may, in our sole and absolute discretion, reject your application for an Account at any stage. We reserve the right to refuse to open an Account for you for any reason (or no specified reason), and we are not obligated to provide you with the reason for any such refusal.

6.7 By agreeing to use our Services, you irrevocably grant us the following rights regarding information you provide to us (including personal information and business information):

• Data Processing: You grant us full rights to process, use, and store all information you provide during the registration process and at any time thereafter, for the purposes of providing Services to you and as required for our business operations.
• Information Sharing: You grant us the right to share the information you provide to us: (i) to the extent described in our Privacy Policy; (ii) as required for providing our Services (for example, with banking partners, service providers, or counterparties involved in transactions); and (iii) as required by Law, including sharing information with Canadian and overseas government authorities (such as tax authorities, regulators, and law enforcement or other authorities) as we are required or permitted to do.

6.8 You acknowledge and agree that:

• We may, without notice, decide not to open an Account for you, or may suspend or close your Account, or cease providing Services to you, or terminate this Agreement, if any information you provide (or fail to provide) to us, or any information we obtain about you or related persons, raises concerns under our compliance policies or legal obligations.
• We may be restricted by Law from disclosing to you certain details about decisions we make regarding your information or Account (for example, if we suspect money laundering, we may not be allowed to tell you about an investigation). Thus, we might not be able to inform you of specific reasons for refusing or restricting Services.

6.9 You must not, directly or indirectly, open or maintain more than one Account with us without our prior written consent. If you need multiple accounts for legitimate business reasons, you must request and receive our approval. We reserve the right to close duplicate or unauthorized accounts.

6.10 During the registration process, you will be asked to set a password for your Account and to set up two-factor authentication (2FA) on your device (for example, via an authentication app or SMS code). You agree to keep your password, 2FA device, and all other Account access credentials safe and confidential at all times. You must not disclose your login credentials to any third party.

6.11 You agree that you are fully responsible for all activities that occur under your Account credentials. If you have reason to believe that your password or any security credential has been lost, stolen, or obtained by someone else without your permission, you must: (a) immediately reset your password (and take any other protective measures available); and (b) notify us immediately so that we can disable or secure your Account. (However, we are not liable for any delay in you notifying us or any delay on our part in taking action—so prompt notification is critical.) You acknowledge that you are responsible for any unauthorized use of your Account if you have allowed your security credentials to be compromised or have delayed informing us.

Your username, password, and any 2FA or security devices or codes for your Account are personal to you (or your business) and non-transferable. You must keep them strictly confidential and not share them with anyone.

6.12 To the maximum extent permitted by Law, if a third party gains access to your Account or is able to perform transactions because your Account credentials (including passwords or 2FA codes) were compromised (through your actions or omission to safeguard them), we will not be liable to you for any loss or damage arising from such unauthorized access. If you become aware that your Account security has been compromised, you must notify us immediately. We reserve the right to suspend or terminate your Account if we believe its security has been compromised. Please note that undue delay in notifying us may not only affect the security of your Account but may also result in you being liable for any losses that occur before you alert us.

6.13 We may suspend your Account or otherwise restrict its functionality (in whole or part), without prior notice to you, if we have reasonable grounds relating to the security of the Account or its security features, or if we reasonably suspect that there has been unauthorized or fraudulent use of your Account, or that any of its security features have been compromised. If we do suspend or restrict your Account for security reasons, and if Law permits, we will notify you of the suspension or restriction and the reasons for it as soon as reasonably possible (or, if we cannot notify you beforehand, immediately after imposing the suspension/restriction), unless giving such information would be unlawful or would compromise our security measures. We will lift the suspension or restriction as soon as practicable after the reasons for the suspension/restriction have been resolved.

6.14 You warrant to us on an ongoing basis that: (a) no Event of Default (as defined in clause 10.2) has occurred or is continuing with respect to you, and that entering into this Agreement or any Transaction will not cause an Event of Default; and (b) if you become aware of any Event of Default (for example, you become insolvent or breach a material obligation), you will notify us immediately.

7. Fees, Charges and Payment

7.1 You agree to pay the following amounts to us in connection with the Services, your Account, and use of the Platform:

a. Any fees, commissions, charges, interest or other amounts (collectively, the Fees) as described in this Agreement, displayed on the Platform or our Site, or otherwise notified to you. This includes, for example, transaction fees, currency conversion fees, monthly account fees (if any), commission spreads, or other charges applicable to the Services you use.

b. All taxes, duties, or similar charges payable in connection with this Agreement, your Account, or Transactions (excluding taxes on our income). You are responsible for any applicable sales, use, goods and services, value-added or other taxes or duties that apply to the Services or transactions, and you must pay them in addition to our fees.

c. All reasonable costs and expenses that we incur as a result of your breach of any obligation under this Agreement. This includes, for example, any overdraft or chargeback fees, or costs of collecting debts you owe, as well as our legal costs on a solicitor-and-client basis (which means full reimbursement of the reasonable fees and costs we have to pay lawyers, to the extent allowed by law).

Unless expressly stated otherwise on the Platform or Site, all such amounts are payable immediately when incurred or when we notify you. In other words, once a fee, tax, or cost is charged or owed, you must pay it without delay.

7.2 Without limiting clause 7.1, you acknowledge that our revenue may include the “spread” on currency exchange or pricing. This means that for currency exchanges or other transactions, there may be a difference between the rate or price we quote to you and the rate or price we obtain in the market. That difference (the spread) is retained by us as part of our compensation. These spreads are incorporated into the rates we quote, and we have no obligation to account to you for the spread or to pass any portion of it back to you.

7.3 Unless we agree otherwise in writing, all amounts payable to us under this Agreement (including all Fees) are due and payable immediately when incurred. We may charge your Account for Fees at the time of each transaction or periodically, as applicable, and you must ensure you have sufficient funds to cover Fees.

7.4 We will allocate any amounts you pay to us (including Fees you pay or funds we receive) in such order and manner as we determine in our discretion. For example, if you owe multiple amounts to us, we may decide which to apply your payments against first.

7.5 You irrevocably authorize us to deduct from the Client Funds in your Account any and all amounts that you owe to us under or in connection with this Agreement, including Fees. We may, at our discretion, directly offset any Fees or other amounts you owe against any funds we hold for you. We may also, at any time, require you to pay any amounts you owe (including Fees) by sending a payment to our Nominated Account. This clause means we have both the right of set-off and the right to demand immediate payment of amounts due.

7.6 All Fees and other amounts payable under this Agreement are exclusive of any applicable sales, goods and services, value-added, or similar tax (“VAT” or similar taxes), unless we explicitly state otherwise. If any such tax is applicable to a supply we make under this Agreement, you must pay the tax at the applicable rate in addition to the Fees. We will itemize any such taxes where required by law, and you agree to pay such taxes at the same time you pay the underlying amount.

(For example, if our Fee for a service is $100 and Canadian GST of 5% applies, you will be charged $105 in total.)

8. Platform License and Use

8.1 Pontispay grants you a limited, non-exclusive, non-transferable, revocable licence (“Licence”) to access and use the Platform and the Site solely for the purpose of using the Services in accordance with this Agreement. This Licence is subject to your continued compliance with the terms and conditions of this Agreement.

8.2 Notwithstanding clause 8.1, we reserve the right to refuse to grant access to the Platform (i.e., refuse to grant a Licence) to any person for any reason, at our sole discretion. We are not required to give reasons for refusing Platform access. We also reserve the right to revoke your Licence to use the Platform at any time in accordance with this Agreement (for example, if you breach the terms or if we terminate your Account).

8.3 You may not sublicense, assign, or transfer the Licence to use the Platform to any other person. Your right to use the Platform is personal to you (and your authorized employees/agents in the case of a business). Any attempt to transfer any rights or duties under this Licence without our consent is void.

8.4 In addition to your other obligations under this Agreement, your Licence to use the Platform is subject to the following conditions. You agree that you will not:

• Interrupt or attempt to disrupt the operation of the Platform, the Site, or our Systems in any way. You must not use the Platform in a manner that could impair the functionality of our Systems or that adversely affects the availability of the Platform’s resources to other clients (for example, no deliberate overload of the system).
• Use the Platform for any illegal purpose or in any manner that is inconsistent with this Agreement (for example, you will not use it to facilitate illegal transactions or in breach of the Acceptable Use policy in Section 9).
• Attempt to view, access, or copy any material or data on the Platform or our Systems that you are not authorized to access. You will only access data that you are permitted to view and only to the extent necessary for using the Platform in accordance with this Agreement.
• Transmit, input, or store any data on or via the Platform that breaches any third party’s rights (including intellectual property or privacy rights), or any data that is objectionable, offensive, indecent, harmful, misleading, or incorrect.
• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, or offer for sale any information, software, products or services obtained from the Site or Platform, except as explicitly allowed by this Agreement. (This means you can use the Platform and its contents only as intended for the Services, and not exploit them elsewhere.)

8.5 To the maximum extent permitted by Law, you acknowledge and agree that:

• We have the absolute right to change, suspend, or remove any part of the Services or any information on the Platform at any time, except that if a change will have a significant detrimental impact on you, we will provide notice as outlined in clause 18 (Amendments). Minor or beneficial changes may be made without prior notice.
• From time to time, the Platform may be unavailable due to maintenance, updates, or unexpected technical issues. We will endeavor to schedule maintenance to minimize disruption, but we do not guarantee continuous availability.
• We have not provided any guaranteed uptime or service level for the Platform unless otherwise agreed in writing. While we aim to provide a reliable service, the Platform is provided “as is” and interruptions may occur.

8.6 Through the use of web services and APIs, the Platform may interoperate with or utilize certain third-party services, features, or data feeds (for example, it might connect to banking systems or identity verification services). To the maximum extent permitted by Law, we do not warrant or guarantee the availability or continuing availability of any such third-party features or information. These are beyond our control. Without limiting the foregoing, if any third-party provider ceases to provide a feature or data on reasonable terms, we may cease providing that feature through our Platform without liability to you. If we do so, we will not be obligated to provide any refund or compensation for the loss of that third-party feature.

8.7 You acknowledge that:

• We may require access to the Data (defined in Section 2) that you or your end-users provide, in order to perform our rights and obligations under this Agreement (for example, we may need to access transaction details to process a payment).
• To the extent necessary for us to provide the Services, you authorize us and our personnel to access and use the Data you provide. We will handle all personal information in accordance with our Privacy Policy and applicable privacy laws.
• You must ensure that you have obtained all necessary consents and approvals from any individuals or entities whose data you input into the Platform, such that our access to and use of the Data as described above does not violate any rights or laws. (For example, if you input personal data of your employees or clients, you should have the right or consent to share that with us for use in the Service.)

9. Acceptable Use and Compliance

9.1 Pontispay adheres to applicable anti–money laundering, counter-terrorist financing, tax, and sanctions laws in Canada and other relevant jurisdictions. We will not provide our Services to any person or entity in jurisdictions that are subject to Canadian or international sanctions, and we will take reasonable measures to prevent access to our Services from those countries or territories.

9.2 Pontispay also assesses country risk in compliance with regulatory guidelines. We do not provide Services to persons located in certain high-risk or sanctioned countries and territories. As of the effective date of this Agreement, Pontispay will not onboard or serve clients in the following jurisdictions (which are subject to change):

• Crimea
• Cuba
• Eritrea
• Ethiopia
• Guinea-Bissau
• Haiti
• Iran
• Jamaica
• Lebanon
• Libya
• Mali
• Myanmar (Burma)
• Nicaragua
• North Korea (Democratic People’s Republic of Korea)
• Palestinian Territories
• Panama
• Senegal
• Somalia
• South Sudan
• Sudan
• Syria
• Trinidad and Tobago
• Uganda
• Vanuatu
• Venezuela
• Western Sahara
• Yemen
• Zimbabwe

This list is subject to periodic review and may be changed by Pontispay at any time without prior notice to you (such changes will not be deemed an amendment to this Agreement requiring consent). You may not use our Services if you are located in or are a resident of any country listed above or any country that becomes restricted. This list is not exhaustive; we reserve the right at any time, in our sole discretion:

• to prevent any person in any additional country or territory from opening an Account or using our Services, and/or
• to discontinue or restrict Services to persons in any country or territory without prior notice,

if we determine it is necessary to comply with Law, regulatory guidance, or our own risk policies (for example, due to sanctions, high risk of fraud, or other concerns). We may also suspend or terminate your Account if we reasonably believe we are required to do so by Law or pursuant to recommendations from a relevant government authority or recognized financial crime prevention body, or to comply with our internal risk assessments or controls.

Pontispay’s Acceptable Use Policy and list of restricted jurisdictions or activities may be updated on our website, and it is your responsibility to ensure your use of the Services does not violate any such restrictions.

9.3 Without limiting our rights to decline to open an Account for anyone, Pontispay will also not knowingly open or maintain an Account for, or provide Services in relation to, certain categories of businesses or activities that we consider unserviceable or high-risk. The following is a non-exhaustive list of business types and activities for which Pontispay generally will refuse to provide Services:

• Adult entertainment businesses or those involving the sale or facilitation of sexual services.
• Armaments or weapons manufacturers, dealers in weapons or defense-related products (including nuclear weapons or related technology).
• Trade in arms or munitions.
• High-value art dealers and auction houses (due to money laundering risk).
• Cannabis-related businesses (including those dealing with cannabinoids or related products) where not legally permitted or that fall outside our risk tolerance.
• Charitable organizations and non-profits (in certain cases, due to regulatory complexities, we may elect not to service some charities).
• Firms that primarily process client money on behalf of others (e.g., certain escrow or payment processing firms that we classify as higher risk).
• Crowdfunding platforms (unregulated fundraising platforms).
• Cryptocurrency or virtual asset-related businesses (e.g., exchanges, brokers, wallet providers) that are unregulated or fall outside our risk appetite.
• Trade in cultural artifacts, antiquities, ivory, or protected species (or other items of archaeological, historical, cultural, or religious significance, or of rare scientific value) – we will not service businesses dealing in these, due to legal and ethical concerns.
• Escort or dating services that may facilitate illegal activity.
• Certain export/import businesses in industries we classify as high risk (case-by-case basis).
• Financial services businesses (such as certain investment firms, money lenders, or other financial institutions) that are not regulated or licensed.
• Investment funds or vehicles such as venture capital funds or other pooled investment schemes (especially if unregulated).
• Gambling or betting services (unless appropriately licensed and approved by us, and even then subject to our discretion).
• Producers or distributors of industrial chemicals that can be used as legal highs or other illicit uses.
• Trade in ivory, endangered species, or similar contraband.
• Jewelry dealers dealing in high-value gems or precious metals (unless they meet stringent KYC requirements; otherwise typically high risk).
• Unlicensed lotteries or lottery-related services.
• Multi-level marketing (MLM) or pyramid schemes.
• Political or religious organizations, and certain non-profit organizations (especially if there are concerns about use of funds or sanctions exposure).
• Online data storage or web hosting providers (specifically if used for illicit content).
• Other Payment Service Providers (PSPs) as clients (we generally do not provide nested payment services to other unregulated PSPs).
• Pawn shops or pawnbrokers.
• Pension schemes (especially if not regulated).
• Pharmaceuticals & biotechnology companies (especially those dealing with controlled substances or experimental treatments outside regulatory approval).
• Sellers of counterfeit goods or unlicensed resellers of branded products.
• Dealers in precious metals and stones (unless properly regulated and approved).
• “Quasi-cash” businesses (e.g., those selling monetary instruments, money orders, etc., outside regulatory supervision).
• Used car or heavy machinery dealerships with high-value transactions (unless we can properly vet them).
• Special Purpose Vehicles or Entities (SPVs/SPEs) that lack transparency of ownership or purpose.
• Ticket sales or ticket reselling businesses that are not properly licensed (especially those involved in scalping or high-risk pre-sales).
• Transactions related to oil, gas, or other commodities subject to sanctions or high corruption risk, if we deem them too risky.
• Unregulated foreign exchange businesses.
• Unregulated gambling businesses or online casinos.
• Unregulated lending or payday loan businesses.
• Unregistered or unlicensed Money Services Businesses (MSBs) or remittance businesses.
• U.S.-based gambling or gaming related firms that would expose us to U.S. regulatory issues.

We reserve the right, in our sole discretion, to add categories to the above list or to change the list at any time. We have no obligation to notify you of every change, but the current Acceptable Use restrictions will be available as part of our policy. If we discover that you are involved in a prohibited business or activity, we may suspend or close your Account immediately.

9.4 It is strictly forbidden to use your Account or our Services to engage in or facilitate illegal products or services. This means you may not use our Services to send or receive payments connected to any goods or services that are unlawful in any applicable jurisdiction. If you attempt to maintain financial relationships (transactions) with persons or businesses offering illegal products or engaging in unlawful activities, we may suspend or terminate your Account at any time, or refuse or reverse specific Transactions. It is your responsibility to ensure that your use of our Services and all your payment transactions comply with all applicable laws in your jurisdiction and in the jurisdiction of the other party. The examples of prohibited uses given in this Agreement and in our policies are not exhaustive. When in doubt about the legality of any transaction, product, or service, you should not use Pontispay to facilitate it.

9.5 It is strictly forbidden to use your Account or our Services for any illegal purpose, including but not limited to fraud, money laundering, terrorist financing, or tax evasion. You are also prohibited from using your Account in an attempt to abuse, exploit, or circumvent any usage restrictions or security measures that we have put in place. This includes attempting to mask your identity or location to avoid restrictions, or any other manipulative behavior intended to bypass our compliance controls.

9.6 If we consider that you have conducted or attempted to conduct any Transaction in violation of the prohibitions in this Acceptable Use section (Section 9), we reserve the right to take one or more of the following actions, in our sole discretion:

• Reverse the offending Transaction (if possible) so that funds are returned to the source or otherwise neutralized.
• Close or suspend your Account (temporarily or permanently).
• Refuse to execute any further Transactions for you.
• Report the incident or Transaction details to the relevant law enforcement or regulatory agency (as required or permitted by Law).
• Claim damages from you, if applicable, for any costs or losses incurred by Pontispay as a result of your violation.
• Charge you an administration fee to cover the costs of any actions we must undertake (for example, if we have to investigate and mitigate the effects of your violation).

We may take these actions without prior notice if required. You acknowledge that our right to take these measures is necessary to comply with our legal obligations and to protect our business.

9.7 It is your responsibility, not ours, to ensure that any payments you send or receive through our Services are for the sale or supply of Products or services that comply with all applicable laws and regulations in any relevant jurisdiction. The fact that a person or business can accept payments through Pontispay does not imply that the underlying transaction is legal or endorsed by Pontispay. We do not monitor the legality of what you buy or sell beyond our compliance checks. If you are ever in doubt about whether a payment or transaction is legal, do not use Pontispay for that transaction. You should conduct your own due diligence on your trading partners and the legality of their offerings.

9.8 All content and information on the Platform (and the Site), including but not limited to text, data, information, music, sound, photographs, graphics, video, maps, icons, software, code, and any other material (collectively, Platform Content), as well as the Systems used to provide the Platform and Services, are owned by Pontispay or its third-party licensors. These materials are protected by intellectual property laws. You agree that you will not, and have no right to, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, content, software, code, products, or Services obtained from or through the Platform, except as expressly permitted by this Agreement or by law. Additionally, you agree that you will not:

• Use the Platform or any of its content for any commercial purpose outside the scope of this Agreement or your use of the Services as a Client. You are only allowed to use the Platform to manage your own business’s financial transactions through Pontispay, not to provide services to third parties.
• Use another person’s or entity’s name, Account, identity, or password to access the Platform without authorization, nor use the Platform while impersonating or falsely claiming to represent another person.
• Access, monitor, or copy any content or information on the Platform using any automated means (such as robots, spiders, scrapers) or any manual process, for any purpose, without our express written permission. (Standard search engine indexing for the purpose of search results is permitted, as long as it does not violate our robots.txt or similar restrictions.)
• Undermine or attempt to undermine the security or integrity of our Systems. This includes not attempting to bypass security measures, inject malicious code, or use the Platform in a way that could harm our Systems or other users.
• Use the Platform in any way that may impair its functionality or interfere with other users’ ability to use the Platform.
• Violate any instructions set out in any robots exclusion headers on the Platform, or circumvent any measures we employ to prevent or limit access to parts of the Platform.
• Deep-link to any portion of the Platform (i.e., link directly to a specific page or content within the Platform, bypassing the homepage or login) for any purpose, unless expressly permitted by this Agreement or otherwise by Pontispay in writing.
• Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Pontispay in connection with the Platform or the Services, except to the limited extent that applicable law expressly permits such actions notwithstanding a contractual prohibition. (If law gives you a non-waivable right to decompile software for interoperability, you must first request the needed information from us.)

Any unauthorized use of the Platform or Services or misuse of the content in violation of this Agreement may result in immediate termination of your Account and legal action.

10. Suspension and Termination

10.1 This Agreement commences and becomes binding on you at the earlier of: (a) the moment you expressly accept these Terms during the signup process (for example, by clicking “I agree”); or (b) your first use of the Services (which constitutes implicit acceptance of these Terms). This Agreement will continue in effect until it is terminated in accordance with this Section 10. (For clarity, if this Agreement expires for any reason, that expiration is treated as a termination under this clause.)

10.2 In this Agreement, an “Event of Default” means any one of the following events or circumstances:

• You fail to pay any amount owed to us (including Fees or any other amounts) by the due date.
• You breach any provision of this Agreement or any other agreement or arrangement you have with us or any of our affiliates, and (if capable of remedy) do not remedy the breach promptly upon notice.
• Any representation or warranty you have made (in this Agreement or in any information you have provided to us) is or becomes materially incorrect, untrue, or misleading.
• You are subject to an Insolvency Event (as defined in clause 10.7 below) – for example, you become insolvent or unable to pay debts, or similar.
• Any event occurs that allows us to suspend the Services under this Agreement (for instance, if required by Law or for fraud prevention) and such event is not resolved promptly.
• We are unable to contact you for a period of time that we consider unreasonable in the circumstances, or you do not respond to communications from us, and as a result we are concerned about the status of the Account or your compliance with this Agreement.
• You commit an act of serious misconduct in relation to us or our Services, including any fraudulent or dishonest act.
• You or any related person (including your personnel, owners, or directors) are discovered to be in breach of any relevant Law (for example, you or a related person are added to a sanctions list, are charged with money laundering, etc., such that continuing to provide Services to you would be illegal or would damage our reputation or compliance standing).

10.3 Pontispay may suspend your access to the Platform and your use of the Services (in whole or in part) at any time, for any reason we deem appropriate. Typically, we will do so if we suspect an Event of Default or other issue. If we suspend your use of the Platform or Services, we will provide you with written notice (which may be given via email or via a notification in the Platform) either prior to the suspension or as soon thereafter as reasonably practicable, informing you of the suspension. We will also advise you if and when such suspension is lifted, or if further actions (like termination) will be taken.

10.4 Pontispay may terminate this Agreement at any time, for any reason, by either: (a) providing written notice to you (which may be communicated via email or through the Platform); or (b) permanently disabling or deactivating your access to the Platform (including closing your Account). We will typically provide notice, but we reserve the right to terminate access immediately in some cases (for example, if required by law or if you are in material breach).

10.5 Except where a suspension or termination is due to an Event of Default on your part, if Pontispay suspends your access to the Platform or terminates this Agreement under this Section 10, then – subject to this Agreement and our legal obligations – Pontispay will endeavor to complete any of your pending Transaction instructions that were received in compliance with this Agreement before the notice of suspension or termination was given. In other words, if we decide to terminate (and you are not at fault), we will, where reasonably possible, carry out any Transactions you properly instructed us to do prior to termination. However, we do not guarantee this if circumstances prevent it (e.g., legal or regulatory restrictions).

10.6 You may terminate this Agreement at any time, for any reason, by giving written notice to Pontispay or by using any Account closure or cancellation feature we provide (such notice or action by you is a “Termination Notice”). Upon receipt of your Termination Notice, we will proceed to close your Account. After you terminate, and subject to the rest of this Agreement, we will arrange to return any remaining balance of your Client Funds to you, after first completing any pending Transactions and deducting any Fees or other amounts payable by you to us under this Agreement. (For example, if you have unpaid fees or obligations, we will deduct those before sending you the remaining balance.)

10.7 Either party may terminate this Agreement immediately by written notice to the other if any of the following Insolvency Events occurs in relation to the other party (and for these purposes, references to a party include also any parent company of that party):

• A receiver, administrator, manager, trustee, or liquidator is appointed over the party’s assets or business (or any such step is officially taken or a resolution passed toward that purpose).
• The party enters into any composition or arrangement with its creditors (for example, a formal proposal or assignment for the benefit of creditors) or any similar arrangement under bankruptcy or insolvency law.
• The party becomes bankrupt or insolvent, or is unable to pay its debts as they come due, or is deemed under law to be unable to pay its debts, or suspends (or threatens to suspend) payment of its debts generally.
• Any analogous event to the above occurs in any jurisdiction in respect of that party (for instance, if a different legal process indicating insolvency is initiated under another country’s laws).

If an Insolvency Event occurs with respect to you, your Account will be frozen and this Agreement terminated immediately without notice, as we cannot continue to provide Services in such cases.

10.8 Subject to clause 10.5 above, upon termination of this Agreement for any reason (whether terminated by you or by us):

• Your access to the Platform will be deactivated or disabled. You must immediately cease all use of the Platform and Services.
• All pending Transaction orders or instructions from you may be canceled (at our discretion). We are not obligated to complete Transactions that have not reached an irreversible stage by the time of termination, especially if those Transactions cannot be completed due to termination.
• All amounts you owe us become immediately due and payable, without further notice. We will deduct any such amounts from your Account balance, and you authorize us to transfer equivalent amounts from your Client Funds to our own account to settle any obligations you owe us.
• Any licenses or rights of access granted to you under this Agreement (such as the licence to use the Platform and any Pontispay IP) are immediately revoked. You no longer have any right to use or access our Platform or Services.
• To the maximum extent permitted by law, we will not be liable to you for any compensation, reimbursement, or damages in connection with the termination or suspension of Services, or any deletion or closure of your Account or Data, whether for loss of goodwill, anticipated profits, or otherwise. You are expected to retain your own backup of any Data you need before termination.
• We may deduct or offset any outstanding fees or amounts you owe from any funds of yours that we hold (including any funds in your Account). You hereby authorize us to apply any remaining Client Funds to any such outstanding obligations.
• After such deductions and offsets, and subject to any holds or legal requirements, we will return any remaining balance of your Client Funds to you (for example, via bank transfer to your linked bank account).

10.9 We reserve the right (but are not obligated) to conduct any necessary anti-money laundering, counter-terrorism financing, fraud, or other illegal activity checks on transactions before authorizing any withdrawal or transfer of your funds. This includes after your Account is closed or this Agreement is terminated. In other words, even when returning funds to you upon Account closure, we may first perform checks to ensure compliance with Laws. If any suspicious activity is detected, we may hold the funds and/or report to authorities as required.

10.10 Termination of this Agreement (or closing of your Account) shall not affect any rights or liabilities that either party has accrued up to the date of termination. Any provision of this Agreement which is expressly or by implication intended to survive termination (for example, indemnities, limitation of liability, confidentiality, governing law, etc.) will continue in force after termination.

11. Intellectual Property Rights

11.1 You acknowledge and agree that, as between the parties, Pontispay (and/or its licensors) owns all rights, title, and interest in and to: the Site, the Platform, all of our trade names, logos, trademarks and service marks, our domain names and social media handles, all data or content collected through or from the Site or Platform (except for Client IP, defined below), and all audiovisual content, software, technology, documentation, tools, and materials used by or provided by us to deliver the Services or otherwise run our business. We refer to all of the foregoing, collectively, as “Pontispay IP.” Pontispay IP includes any enhancements, modifications, or derivative works of our intellectual property made during the term of this Agreement. Except for the limited Licence granted to you in clause 8.1, nothing in this Agreement transfers any of the Pontispay IP to you or any third party.

11.2 Pontispay IP excludes any Data that you provide to us which is personal information about you or contained in your transaction details, and that is not generated by us. For the purposes of this Agreement, we will call that subset of your data “Client IP.” In other words, Client IP is the information or data you input or upload to the Platform (or otherwise provide to us) that remains your property, such as your business data, personal data about you or your customers, transaction details, etc., as distinct from our technology, branding, or content. You hereby grant to us and our affiliates a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, irrevocable, and transferable license (with the right to sublicense) to use, reproduce, adapt, modify, translate, perform, display, distribute, and create derivative works from any Client IP as needed for the purpose of providing the Services to you and for any other purposes described in our Privacy Policy or otherwise agreed with you. This license is necessary, for example, for us to host your data, process transactions (which might involve creating derivative data like logs or summaries), and use the data for compliance and analytical purposes.

11.3 You shall use Pontispay IP strictly for the purpose of using the Services in accordance with this Agreement. You shall not use any Pontispay IP for any other purpose. Specifically, you shall not: sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, timeshare, or otherwise commercially exploit the Pontispay IP (or any portion of it) outside of your authorized use of the Services; nor copy, reproduce, modify, or create derivative works of the Pontispay IP; except to the extent expressly permitted by this Agreement or by law.

11.4 You shall not reverse engineer, decompile, or disassemble any software or technology included in the Pontispay IP, nor attempt to derive the source code or underlying ideas or algorithms of the Platform, except to the limited extent that such actions are expressly allowed by applicable law (and then only after providing us with prior written notice). You shall not challenge or contest the validity or ownership of any Pontispay IP. All Pontispay IP is and shall remain the exclusive property of Pontispay (or our licensors), and no rights are granted to you in Pontispay IP except as explicitly set forth in this Agreement.

11.5 You shall not use any of Pontispay’s names, logos, trademarks, service marks, domain names, or social media identifiers (or any variations or misspellings thereof) in any manner, except with our prior written permission. This means you cannot register or use any trademark, domain, social media account, or other identifier that includes “Pontispay” or any of our brand elements, or anything confusingly similar. You shall not use or display any Pontispay IP in a way that could imply an unauthorized endorsement by or relationship with Pontispay. All rights in Pontispay IP that are not expressly granted to you in this Agreement are reserved by Pontispay.

11.6 If you provide Pontispay or any of our affiliates with any feedback, suggestions, ideas, reviews, ratings, modifications, enhancements, or other information or content relating to Pontispay’s Services or business (collectively, “Feedback”), you hereby irrevocably assign to Pontispay all rights, title, and interest in and to such Feedback. This assignment is done freely and without any requirement for compensation. To the extent that such an assignment is not effective or permitted, you instead grant Pontispay and our affiliates a perpetual, worldwide, fully paid-up, royalty-free, non-exclusive, irrevocable, and transferable license (with rights to sublicense) to use, reproduce, adapt, modify, create derivative works of, perform, display, distribute, and otherwise exploit the Feedback for any purpose, commercial or otherwise. This means we can use any feedback or suggestions you provide to improve or promote our Services without restriction and without compensating you.

11.7 You warrant on an ongoing basis that: (a) nothing in the Data or Feedback you provide (and our use of such Data or Feedback for any purpose in accordance with this Agreement) will infringe upon any third party’s intellectual property rights or other rights; and (b) you have full authority and all necessary rights to provide the Data and Feedback to us and to grant us the rights described in this Agreement. Essentially, you promise that our possession and use of the Data and Feedback you give us will not cause us to be liable to anyone else, and that you have obtained any required consents or licenses to share such material with us.

11.8 The Platform may include or incorporate certain software or components that are licensed to Pontispay by third parties (for example, open-source libraries or third-party APIs). These components may be subject to their own license terms (“Third-Party Licences”).

11.9 Your use of the Platform is also governed by the terms and conditions of any such Third-Party Licences to the extent they apply to end users of the Platform. Any Third-Party Licence that imposes obligations on end users (you) will either be appended to this Agreement, included in our documentation, or separately notified or made available to you. By using the Platform, you agree to comply with all applicable Third-Party Licence terms.

11.10 You agree that any breach by you of the terms and conditions of any Third-Party Licence that applies to the Platform will be deemed a breach of this Agreement. If you breach a Third-Party Licence, Pontispay may terminate your Licence to use the Platform and exercise our rights under clause 10 (including termination of this Agreement) as appropriate.

12. Confidentiality & Privacy

12.1 In this Agreement, “Confidential Information” means any information (in any form, whether written, electronic, oral, etc.) that is disclosed by one party to the other and that is identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• All commercial, financial, legal, or technical information and know-how concerning a party’s business, operations, products or services. (For example, this might include business plans, pricing, financial reports, customer lists, trade secrets, etc.)
• The nature and identity of a party’s customers, suppliers, or business partners, if not publicly known.
• All analyses, compilations, notes, or other documents or materials derived from the information described above.
• Pontispay IP (as defined in clause 11.1), in the case of information belonging to Pontispay, and any other proprietary technology or content provided by Pontispay.
• The existence of any dispute or allegation between the parties in connection with this Agreement (unless required to be disclosed in a legal proceeding).

However, Confidential Information does not include information which: (i) is or becomes publicly available without breach of this Agreement; (ii) was already in the receiving party’s possession without obligation of confidentiality before receiving it from the disclosing party; (iii) is obtained from a third party who had the legal right to disclose it, without confidentiality obligations; or (iv) is independently developed by the receiving party without reference to or use of the other’s Confidential Information.

12.2 Each party must keep the other party’s Confidential Information strictly confidential and must not disclose or use it except for the purposes permitted in this Agreement. Specifically, a party (the receiving party) may only disclose Confidential Information of the other (the disclosing party) to the extent:

• Necessary to perform the receiving party’s obligations or exercise its rights under this Agreement (for example, we might need to share some of your information with a partner bank to execute a transaction).
• Required by law, court order, or a regulatory authority to be disclosed (in which case the receiving party should, if lawful and practical, notify the disclosing party in advance and only disclose the minimum required).
• The disclosing party consents in writing to the disclosure or deems certain information not confidential.
• Disclosed to professional advisors (lawyers, accountants, etc.) of the receiving party who need to know it for advising on this Agreement, provided those advisors are bound by confidentiality obligations.
• (In the case of Pontispay as receiving party) the disclosure or use is permitted by our Privacy Policy (e.g., sharing with a service provider as allowed therein).
• (In the case of Pontispay as receiving party) the disclosure or use is in connection with a potential sale or investment in Pontispay’s business, in which case information may be disclosed under confidentiality to prospective buyers or investors (who must be bound by confidentiality).
• The information is rightfully received by the receiving party from a third party without confidentiality obligations, and the third party did not obtain it improperly.

12.3 By using the Platform or Services, you agree to the terms of Pontispay’s Privacy Policy, which is incorporated into this Agreement by reference. You can find our Privacy Policy on our Site, and it explains how we collect, use, store, and disclose personal information. If applicable, you also agree to the terms of any Data Protection Agreement between us concerning personal data processing. Pontispay will handle personal information in compliance with all applicable privacy and data protection laws, including the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy laws such as the Personal Information Protection Act (British Columbia), as well as any other data protection regulations that may apply.

(In summary, we take privacy seriously. Please review our Privacy Policy for details on data handling. By agreeing to these Terms, you also agree that we can process your data as described in that policy and any related agreements.)

13. Legal Compliance

13.1 You are responsible for ensuring that you comply with all Laws that apply to you in Canada and in any other jurisdiction in which you reside, are located, or conduct business, with respect to your use of our Services, the Platform, and any Transactions you undertake. This includes (but is not limited to) the obligation that you will:

• Comply with all Laws relating to money services, money transmission, payment services, currency exchange, anti-money laundering (AML), anti-terrorist financing (CTF), anti-bribery, tax evasion, or any other financial regulations that apply to your use of our Services. (For example, if you are using Pontispay to send funds abroad, you must ensure you are not violating any sanctions or currency control regulations.)
• Obtain any necessary licenses, permits, consents, authorizations, or exemptions that may be required for you to enter into this Agreement and to perform any Transactions via our Services. If your business is in a regulated field (for instance, if you are a financial institution or another MSB), you must ensure you are properly licensed and that using our Services does not contravene any regulatory requirements.

13.2 We may, from time to time, be required by Law to request certain information from you to ensure legal compliance (for example, confirming tax identification for reporting purposes or confirming that a transaction is compliant with sanctions laws). You agree to promptly provide any such information or documentation upon request to allow us to comply with our legal obligations.

13.3 You undertake that you will not use the Services in any way that causes, or would cause, Pontispay to be in violation of any Canadian or international Laws. This includes ensuring that you do not use the Services for any activity that is unlawful or that has an unlawful purpose or effect.

(This section essentially places on you the duty to obey the law and to use Pontispay’s Services only for legal purposes, and to have any permissions or licenses you need in your jurisdiction. Pontispay is not responsible for your legal compliance beyond our own obligations.)

14. Support

If you require support or have questions regarding your use of the Platform or any of our Services, please visit our support page on our website or contact us through the provided support channels. You can reach out to us by email at support@pontispay.com or via our contact form on the Pontispay website (www.pontispay.com). We will make reasonable efforts to address your inquiries and resolve any issues.

(Support hours and response times are as indicated on our website. Note that while we strive to assist with technical or service issues, we cannot provide legal or financial advice as part of support.)

15. Unclaimed Funds

15.1 If we hold an amount of money for you (for example, as Client Funds in your Account), and: (a) that amount remains unclaimed or unused by you for a period of five (5) years after we received it; or (b) we are unable to return that amount to you because we cannot contact you or your bank (for instance, your Account is closed and we cannot reach you at the contact information provided despite reasonable efforts), then we may treat such amount as unclaimed funds.

15.2 In the case of unclaimed funds as described above, we will handle the funds in accordance with applicable laws and regulations regarding unclaimed property. For example, if required by law, we may remit the unclaimed funds to a government-designated unclaimed property authority or trust (such as the British Columbia Unclaimed Property program or the Bank of Canada unclaimed balances program) after the prescribed dormancy period. We will make reasonable efforts to contact you (or your estate, if applicable) before transferring funds to any authority, as required by law.

15.3 To the extent permitted by law, Pontispay will have no liability to you in respect of any amount that becomes unclaimed and is dealt with in accordance with applicable unclaimed property laws. Once the funds are handed over to the appropriate authority or otherwise used or disposed of pursuant to law, you will have to claim them from that authority, and Pontispay will be released from any further obligation with respect to the funds.

(In practical terms, please ensure that you keep your contact and bank information up-to-date with us, and withdraw any balances you are not using. If your Account is inactive for a very long time and we cannot reach you, the funds might eventually be treated as unclaimed property as per Canadian laws.)

16. Your Indemnity

16.1 You agree to indemnify and hold harmless Pontispay and its officers, directors, employees, and agents (collectively, our “personnel”) from and against any and all losses, costs, liabilities, damages, claims, fees, and expenses (including reasonable legal fees on a solicitor-client basis) that we or our personnel suffer or incur, directly or indirectly, as a result of or in connection with any of the following:

• Any breach by you of this Agreement, including any breach of your representations, warranties, or obligations herein.
• Any false, misleading, or inaccurate information provided by you to us (for instance, false information in your Account application or during KYC).
• Any claim related to taxes owed or payable by you arising from your use of the Services (for example, if there are tax liabilities associated with your transactions, you will be responsible for them, and you will indemnify us if any authority seeks to recover those from Pontispay due to your actions).
• Any claim, investigation, or proceeding arising from your negligence, fraud, or willful misconduct.
• Any use of the Platform or Services by you in a manner that violates this Agreement or any Law.
• Your violation of any third party’s rights, including intellectual property rights, or any allegation that Data or Feedback you provided infringes or misappropriates a third party’s rights.
• Any claim or legal proceeding made or brought against Pontispay or its personnel by a third party (including any of your customers, counterparties, or regulators) arising out of or related to us providing Services to you. This could include, by way of example, a third party’s claim that a payment you made to them was improper or a regulator’s inquiry due to your transactions (except to the extent caused by our own fault or a service provider we engaged).

16.2 However, your obligation to indemnify will be reduced proportionally to the extent that Pontispay directly caused or contributed to the loss through Pontispay’s own negligence, willful default, or fraud. In other words, if Pontispay is partly at fault for the loss, your indemnification will cover only the share of loss attributable to your actions or breaches.

16.3 Pontispay retains the right to control its defense in any claim for which we are indemnified hereunder. This means we may choose our own legal counsel and conduct the defense and settlement as we see fit, even if the matter is covered by your indemnity. You agree that your duty to defend and indemnify us includes the obligation to pay our reasonable attorney’s fees and costs (including expert fees) incurred in defending the claim, to the extent such fees and costs are attributable to issues indemnified by you. We will act reasonably in incurring such costs.

(To summarize this section: If your actions or violations of this Agreement cause us to be sued or to incur costs, you have to cover those costs and losses. Make sure you use the Services legally and according to this Agreement to avoid triggering this indemnity.)

17. Liability and Disclaimers

17.1 To the maximum extent permitted by Law, you acknowledge and agree that Pontispay provides the Services and Platform on an “as is” and “as available” basis, and has not made any representations or warranties that the Services will be error-free, uninterrupted, or meet all of your requirements. Unless specifically stated in this Agreement, Pontispay disclaims any implied warranties or conditions regarding the Services, including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

17.2 To the maximum extent permitted by Law, Pontispay will not be liable or responsible for any failure or delay in performing its obligations under this Agreement (including providing Services or processing Transactions) if that failure or delay is caused by events, circumstances, or causes beyond Pontispay’s reasonable control. This includes, without limitation:

• Any act of God, natural disaster, epidemic or pandemic, fire, earthquake, flood, lightning, meteor strike, hurricane, or other extreme weather or natural event.
• War, terrorism, civil unrest, sabotage, explosion, or other acts of violence or crime.
• Strikes, labor disputes, industrial accidents, or other industrial disturbances.
• Failure or interruption of utility service, telecommunications networks, the internet, or any public or private telecommunications or data networks. This also covers cyber-attacks such as denial of service attacks or the spread of viruses or other malicious code that affect our Systems or the Services.
• The failure of any third-party service provider, software, or equipment to perform properly (for example, if our banking partner fails to execute a transfer on time, or a third-party software library has a bug).
• Any unusually high volume of transactions or usage that is beyond our capacity assumptions (a spike that overwhelms the system beyond usual scaling).
• Any other event similar to the foregoing that is beyond our control.

If such events result in Pontispay’s Services being unavailable or delayed, Pontispay’s obligations will be suspended for the duration of the event and Pontispay will not be considered in breach of this Agreement to the extent of the delay or failure resulting from the event.

17.3 To the maximum extent permitted by Law, in the event that any terms, conditions, warranties, or representations are implied into this Agreement by statute, common law, or otherwise (such as by sale of goods or trade practices legislation) and cannot lawfully be excluded, then to the extent allowed, Pontispay’s liability for breach of any such implied term or warranty is limited, at Pontispay’s option, to either: (a) the resupply of the affected Services; or (b) the payment of the cost of resupplying the affected Services. This clause is intended to limit remedies for certain breaches where total exclusion is not permitted.

17.4 Nothing in this Agreement is intended to exclude or limit liability that cannot be excluded by Law. This means that if Law (for example, consumer protection laws that apply even to businesses in some contexts, or laws regarding liability for death or personal injury caused by negligence) says certain liabilities cannot be excluded or limited, then those liabilities are not excluded or limited by this Agreement. Specifically, we do not exclude liability for our fraud or fraudulent misrepresentation, or any death or personal injury caused by our negligence, or any other liability which by law cannot be excluded or limited.

17.5 To the maximum extent permitted by Law, and subject to clause 17.4 above, any conditions, warranties, guarantees, rights, remedies, liabilities or other terms implied or conferred by statute, common law, or equity that would impose any liability or obligation on Pontispay are hereby excluded from this Agreement. In plain terms, except for what is expressly set out in this Agreement, Pontispay does not assume any additional responsibilities or obligations.

17.6 You understand that while we will take reasonable care to maintain security and provide Services, the use of our Services involves the internet and third-party systems, and we cannot guarantee that the Services will be immune from all risks, such as unauthorized access, cyberattacks, or data breaches. You agree that Pontispay shall not be liable for any unauthorized access or loss of Data unless directly caused by our breach of this Agreement.

17.7 Subject to clause 17.4 above (non-excludable liabilities), and to the maximum extent permitted by Law, Pontispay’s total aggregate liability to you for all claims arising directly or indirectly under or in connection with this Agreement, the Platform or the Services, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or any other theory of liability, is limited to the lesser of:

• CAD $10,000 (ten thousand Canadian dollars); or
• The total amount of Fees you paid to Pontispay for Services in the 12 months immediately preceding the event (or last of a series of connected events) giving rise to the liability.

This means if, for example, you have only paid us $2,000 in fees over the last year, our maximum liability to you would be $2,000. If you paid us $50,000 in fees, our cap would be $10,000 (the stated cap). This cap is an aggregate cap for all claims and causes of action.

17.8 To the maximum extent permitted by Law, Pontispay shall not be liable to you for any of the following types of loss or damage (whether arising directly or indirectly and whether we have been advised of the possibility of such losses) in connection with this Agreement, the Platform, or the Services:

• Loss of revenue or profits: Any lost profits, lost business opportunities, or lost income.
• Loss of goodwill or reputation: Any damage to business reputation or loss of goodwill or loss of customers.
• Loss of anticipated savings or benefits: Loss of expected future savings, financial improvements or any opportunity costs.
• Business interruption or downtime costs: Costs related to your inability to conduct business due to downtime or unavailability of Services.
• Loss of data: Loss, corruption, or unauthorized disclosure of your data or records (except where caused by our breach of data protection laws, in which case see below).
• Indirect or consequential losses: Any indirect, incidental, special, punitive, or consequential loss or damage whatsoever.
• Other speculative or non-direct damages: Any damages that are not the direct result of our breach (for example, losses that result from a chain of events initiated by our breach but not directly caused by it).

For clarity, if there is a data breach caused by Pontispay’s negligence that constitutes a breach of privacy law, our liability for direct losses (like costs of credit monitoring for affected individuals) is still subject to the limitation in 17.7, but this clause 17.8 prevents claims for things like speculative future earnings lost due to reputational harm, etc.

17.9 You acknowledge that certain aspects of the Services might rely on or be provided by third parties (for example, banking partners, API providers, or other integrations). Any products, services, or content provided by third parties are subject to the terms and conditions of those third parties. To the maximum extent permitted by Law, Pontispay makes no warranties or guarantees regarding, and will not be liable for, any act or omission of any third-party service provider or the performance of any third-party features or services. Your sole recourse for issues arising from third-party services is against that third party.

17.10 No action or claim, regardless of form, arising out of or in connection with this Agreement may be brought by you against Pontispay more than two (2) years after the cause of action has arisen. Any claim brought after such time period is barred.

(This section’s overall effect is that our liability to you is limited and we do not cover various categories of losses. We cap the amount we might owe you and exclude indirect types of damages. You should ensure you understand this allocation of risk and have insurance or other mitigation for risks beyond what we cover.)

18. Amendments

18.1 Except as provided in this section, this Agreement may only be amended or modified by a written agreement signed by both you and Pontispay. Verbal agreements or informal communications are not sufficient to change the terms of this Agreement.

18.2 Notwithstanding the above, you agree that Pontispay may amend the terms of this Agreement unilaterally in the following manner:

• If Pontispay, in its reasonable judgment, considers that a change to this Agreement will either benefit you or have a neutral or only minor detrimental impact on you, Pontispay may make the change effective immediately without prior notice. We will publish the amended Agreement on the Platform or Site, and the updated terms will be binding as of publication. We encourage you to check the latest Terms periodically.
• If Pontispay considers that a change will have a significant detrimental impact on you, we will provide reasonable advance notice of the change. We will notify you of the change by sending an email to the email address registered with your Account or by a prominent notification via the Platform. We will describe the change and the date it becomes effective. We will aim to give at least 14 days’ notice (or longer if required by law or regulation).

18.3 Your continued use of the Services or Platform after an amendment to the Agreement becomes effective constitutes your acceptance of the updated Agreement. If you do not agree with any material change, you have the right to terminate this Agreement and close your Account before the effective date of the change, in accordance with Section 10. If you terminate due to a material change that you find unacceptable, we will not charge any termination fees, but you will still be responsible for any obligations incurred before termination.

18.4 For clarity, any updated Agreement will supersede all prior versions. It is your responsibility to review notices of changes we send and the current Terms when notified. Pontispay will ensure that the latest version of the Terms and Conditions is accessible via our website or Platform and clearly indicate the last update date.

(In short, we can make changes to these Terms over time. If it’s a major change that could negatively affect you, we’ll give you notice and a chance to quit the service if you don’t like it. Minor changes or beneficial changes can be made immediately.)

19. Complaints and Dispute Resolution

Pontispay is committed to customer satisfaction and has an internal complaints and dispute resolution process.

19.1 Complaint Resolution: If you are unhappy in any way with our Services, please contact us as soon as possible so we can address your concerns. You can lodge a complaint by emailing us at complaints@pontispay.com or via the contact form on our Site. Please provide as much detail as possible about your issue.

Upon receiving a complaint, we will:

• Acknowledge receipt of your complaint within seven (7) Business Days, providing you a reference number for your complaint. We may ask for additional information or clarification if needed.
• Investigate your complaint objectively and fairly, with input from relevant personnel and departments.
• Aim to resolve and respond to your complaint within twenty (20) Business Days of receipt. If we need more time (for example, if a matter is complex or requires coordination with a third party), we will inform you of the delay and provide an estimate of how much additional time is required.
• Communicate the outcome of your complaint to you in writing (usually via email). Our response will either resolve the issue to your satisfaction or, if we cannot resolve it to your satisfaction, provide a clear explanation of our position.
• We will let you know the outcome of our investigation and any remedial action we will take (if appropriate) or our reasons if we decide no action is warranted.

19.2 If you are not satisfied with our final response to your complaint, you may request that the matter be escalated to a higher management level within Pontispay for further review. We will then have a member of our senior management review your complaint and our initial handling of it, and we will respond to you with the results of that review.

19.3 We hope to resolve all complaints internally. However, if a dispute arises between you and Pontispay that cannot be resolved through our internal complaint process, either party may consider alternative dispute resolution methods in good faith, such as mediation or arbitration, as a way to resolve the dispute without formal litigation.

19.4 External Avenues: As Pontispay serves only business clients (not consumers), there may not be a specialized ombudsman or external dispute resolution scheme applicable to your complaint. However, nothing in this Agreement prevents you from seeking independent legal advice or pursuing any remedies available to you under law, including filing a claim in court if necessary, subject to the governing law and jurisdiction provisions of this Agreement.

(This section describes how to complain and our process to handle it. We do our best to resolve issues internally. Remember, as a B2B service, consumer-specific dispute bodies may not apply, but we will try to resolve amicably or you can ultimately use the courts in BC if needed.)

20. General Provisions

20.1 Assignment: You may not assign, transfer, or novate this Agreement or any of your rights or obligations under it to any other person without our prior written consent. Pontispay may assign or novate this Agreement, or any of our rights and obligations hereunder, to another entity at any time, with or without notice to you (for example, to a successor in interest, affiliate, or as part of a corporate restructuring or sale of business). You hereby agree to any such future assignment or novation by Pontispay, and if requested, you will execute any documents to confirm such assignment or novation.

20.2 Construction (No Strict Interpretation): The parties acknowledge that this Agreement is the product of negotiations between sophisticated parties and each has had the opportunity to contribute to its drafting. No provision of this Agreement shall be interpreted against a party solely because that party or its legal representative drafted it. Any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is not applicable and is hereby waived.

20.3 Communication: You consent to receive communications from Pontispay in electronic form. This means any notices, agreements, disclosures or other communications (collectively, “communications”) that Pontispay sends to you under or in connection with this Agreement may be provided electronically, and you agree that such electronic communications satisfy any legal requirement that such communications be in writing. We will typically communicate with you via the Platform (through in-app notifications or messages) or via the email address associated with your Account. It is your responsibility to keep your email address and contact information up-to-date and to regularly check for messages from us. You may at any time request a paper copy of any communication, but we reserve the right to charge for such paper copies.

20.4 Entire Agreement: This Agreement (comprising these Terms and Conditions, along with the Privacy Policy and any Data Protection Agreement, and any schedules or addenda specifically referenced herein) constitutes the entire agreement between you and Pontispay with respect to its subject matter. It supersedes all prior or contemporaneous agreements, understandings, negotiations, and communications (whether written or oral) between the parties regarding the Services. Each party confirms that in entering into this Agreement it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement. (Any liability for misrepresentation or untrue statement is limited to any that is set out in this Agreement.)

20.5 Joint and Several Liability: If you consist of more than one person (for example, if two or more individuals or entities jointly sign up for a single Account or otherwise are joint clients), then each such person is jointly and severally liable for the obligations under this Agreement. “Joint and several” means that we can enforce the Agreement against any one of you individually or all of you together. Any action or notice by one joint party is deemed to be taken or given by all.

20.6 Reliance on Instructions: Our Services are provided for your use only, and we owe obligations only to you as our direct Client under this Agreement. We are entitled to rely on any instructions or information provided by you or by any person reasonably appearing to be your authorized representative, without verifying the authority of that person. We do not owe any duty or liability to any third party who is not a party to this Agreement. No third party (including any of your own clients or customers) has any rights under this Agreement.

20.7 No Waiver: No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. Similarly, no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of it or the exercise of any other right, power, or remedy. Any waiver of a breach of this Agreement must be in writing and signed by the waiving party, and such waiver will not be construed as a waiver of any succeeding breach of the same or any other provision.

20.8 Survival: Certain provisions of this Agreement, by their nature, are intended to survive termination or expiration. Without limitation, clauses regarding limitation of liability, indemnity, intellectual property, confidentiality, governing law and jurisdiction, and any other provision which by reasonable interpretation is meant to survive, will continue to be in force after this Agreement ends. In particular, you agree that clauses 9.8 (intellectual property and acceptable use obligations), 11 (Intellectual Property Rights), 12 (Confidentiality & Privacy), 16 (Your Indemnity), 17 (Liability and Disclaimer), 19 (Complaints and dispute resolution, to the extent applicable post-termination), and 20 (General), as well as any payment obligations incurred prior to termination, shall survive termination or expiration of this Agreement.

20.9 Severability: If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect: (a) the validity or enforceability in that jurisdiction of any other provision of this Agreement; nor (b) the validity or enforceability in other jurisdictions of that or any other provision of this Agreement. The illegal, invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid, then deemed severed (removed) from this Agreement, and the remaining provisions will continue in full force and effect.

20.10 Rights and Remedies: Except as expressly provided to the contrary in this Agreement, the rights, powers, remedies, and privileges of each party under this Agreement are cumulative and not exclusive of any rights or remedies provided by law. A party may exercise each of its rights or remedies as often as it deems appropriate, and the exercise of one right or remedy is not an election or waiver of any other right or remedy.

20.11 Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to any conflicts of law principles that would require the application of laws of another jurisdiction.

20.12 Jurisdiction: Each party irrevocably agrees that the courts of the Province of British Columbia, Canada shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter. Each party waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

(In simple terms, if there is a lawsuit, it has to be filed in British Columbia and under BC/Canadian law.)

Acceptance: By using Pontispay’s Services or Platform, you acknowledge that you have read, understood, and agree to these Terms and Conditions.

This document was last updated on 12th January 2026.