Terms of use Canada

PayDo Payment Services TERMS OF USE

 

Version

v.2.0

THIS PAYDO (PAYDO CANADA LTD) PAYMENT SERVICES TERMS OF USE (“TERMS”, “TERMS OF USE”) APPLY TO YOUR PAYDO ACCOUNT AND TO THE USE OF THE PAYDO SERVICES. ALL ANNEXES REFERRED TO IN THESE TERMS FORM PART OF THESE TERMS.

YOU MUST READ THESE TERMS CAREFULLY. BY USING AND ACCESSING YOUR PAYDO ACCOUNT AND PAYDO SERVICES, YOU WILL BE DEEMED TO HAVE READ AND ACCEPTED THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT USE AND/OR ACCESS YOUR PAYDO ACCOUNT AND PAYDO SERVICES.

YOU CAN USE AND ACCESS ANY ONE OR MORE OF THE PAYDO SERVICES ONLY AND EXCLUSIVELY IF YOU HOLD A PAYDO ACCOUNT.

YOUR PAYDO ACCOUNT IS OPERATED BY PAYDO CANADA LTD (REGISTRATION NUMBER BC1372574), 1285 WEST BROADWAY, OFFICE 600, VANCOUVER, BC, V6H 3X8, CANADA, ACTING ON THE TERRITORY OF CANADA AS A MONEY SERVICE BUSINESS REGISTERED BY THE FINANCIAL TRANSACTIONS AND REPORTS ANALYSIS CENTRE (FINTRAC) (REGISTRATION NUMBER M22419089). IF YOU HAVE ANY QUERIES ABOUT THE PAYMENT SERVICES IN THESE TERMS, PLEASE CONTACT PAYDO CUSTOMER CARE.

1. DEFINITIONS

1.1. “Account” or “PayDo Account” means the electronic funds account held in the name of the Customer in the PayDo system to provide financial services (PayDo Services) according to these Terms.

1.2. “Bank” means any of the banks used by Us to safeguard funds or to support money transfers and payment services.

1.3. “Card Organization” means any entity formed to administer and promote payment cards, such as Visa and MasterCard, or any other payment scheme or organisation that governs the submission of Transactions.

1.4. “Communication channels” means ways for official contact, which are our emails with the paydo.com domain and tickets in Your PayDo Account.

1.5. “Customer”, “You”, and “Your” means a legal entity (“Corporate Customer”) or a natural person (“Individual Customer”) who has opened a PayDo Account with Us and uses PayDo Services (or intends to do so).

1.6. “Stored Value” means electronically stored monetary value representing funds received by PayDo from or on behalf of the Customer and held in a PayDo Account for the purpose of executing payment transactions, in accordance with applicable Canadian law and PayDo’s obligations as a Money Services Business registered with FINTRAC.

1.7. “(Your) Email Address” means the Customer’s email address used for registration of the PayDo Account to secure access to the PayDo Account and the PayDo Services and to be used in combination with the Password and the provisions of secure customer authentication.

1.8. “Fees” means all charges, commissions, penalties, and any other amounts payable by You to PayDo for the provision and/or use of the PayDo Services, as specified in the PayDo Account Dashboard, on the PayDo Website, or in any separate agreement(s) between You and PayDo, as amended from time to time.

1.9. “IBAN” means International Bank Account Number, which is a standard international numbering system developed to identify an overseas bank account. The number starts with a two-digit country code, then two numbers, followed by several more alphanumeric characters.

1.10. “Parties” referring to Paydo and You in context of these Terms.

1.11. “Password” means the unique combination of letters, numbers and/or symbols created by You during the registration of PayDo Account or PayDo Account security update process and used together with Your Email Address and other authentication elements (such as a one-time code) to securely access and operate Your PayDo Account and use the PayDo Services in accordance with strong customer authentication requirements.

1.12. “PayDo”, “Us”, “We”, or “Our” means Paydo Canada Ltd (registered number BC1372574), having its registered address at: 1285 WEST BROADWAY, OFFICE 600, VANCOUVER, BC, V6H 3X8, CANADA.

1.13. “PayDo Account Dashboard” “Account Dashboard” means the Customer’s personalised online interface provided by PayDo via its Website, through which the Customer may undertake the Verification Process and exercise control and management of Its PayDo Account.

1.14. “PayDo Card” means a payment card issued by Wallester AS, a licensed electronic money institution and card issuer established in Estonia, which may be linked to the Customer’s PayDo Account to enable the use of available funds for card transactions at points of sale or online merchants that accept the respective payment cards.

1.15. “PayDo IBAN” means one of the PayDo Services that consists of PayDo facilitating inward and outward Transactions on Your orders.

1.16. “PayDo Checkout” means one of the PayDo Services, which is an own-developed PayDo page shown to a Customer’s users to conclude a transaction for goods and services purchased on the Customer’s website.

1.17. “PayDo Batch Payments” means the service that provides You with the capacity to initiate multiple payments concurrently to multiple recipients.

1.18. “PayDo Scheduled Payments” means one of the PayDo Services that allows You to schedule a payment to the Payee, to be executed in future.

1.19. “PayDo Services”, “Services” means the PayDo Account and services offered by Us as stipulated in Section 3 hereof.

1.20. “Payee” means the recipient of the Transaction initiated by You through the use of PayDo Services.

1.21. “Payer” means sender of funds to the Customer’s PayDo IBAN for Recall purposes.

1.22. “Payment Service Agreement” or “PSA” means a separate written agreement for the provision of PayDo Services entered into between PayDo and a Corporate Customer, where applicable. Where a PSA has been executed between the Parties, its terms shall prevail over these Terms to the extent of any inconsistency, unless otherwise stated in the PSA.

1.23. “Recall” means a reversal of a particular Transaction on request of the Payer or Payer’s Bank, whereby the funds are reimbursed from the Customer’s PayDo Account to the Payer’s bank account.

1.24. “Transaction” means any transfer of money or monetary value from one party to another. This includes, but is not limited to, cash payments, electronic money transfers, bank transfers, and other alternative payment methods. Such a transfer must qualify as a payment transaction under the relevant law. Transactions involving crypto-assets are explicitly excluded from this definition.

1.25. “Team Access” shall have the meaning ascribed to it in the Section 7 hereof.

1.26. “Team Members” means third parties whom You have authorised to act on Your behalf in the specific role You have assigned to them, in connection with the PayDo Services, as set out in Section 7 of these Terms.

1.27. “Software”, “PayDo Software” means any software solutions of any kind employed by PayDo to provide PayDo Services to You and made available to You. This includes, without limitation, PayDo Website, PayDo Account Dashboard.

1.28. “Verification” means the Know Your Customer (KYC)/Know Your Business (KYB) and other anti-money laundering (AML) checks and procedures that PayDo uses to meet its regulatory requirements by evaluating Your eligibility and status as a PayDo customer.

1.29. “PayDo Website” means https://www.paydo.com (and its sub-domains) which is used for the provision of PayDo Services.

2. SCOPE OF TERMS

2.1. These Terms establish the terms of opening, use, and termination of Your PayDo Account. Together with our Privacy Policy and any other agreement(s) referred to therein, they constitute the legal relationship between You and Us. For the use of additional services and our products, You may have to accept additional terms and/or sign separate agreement(s) as notified to You when You are ordering or using such services.

2.2. The following order of precedence shall apply in the event of any conflict between documents governing the relationship between PayDo and a Corporate Customer: (1) the PSA, if executed; (2) any service-specific additional terms or schedules accepted by the Customer; (3) these Terms. For Individual Customers and Corporate Customers who have not executed a PSA, these Terms constitute the sole governing document, subject to any service-specific additional terms/schedules.

2.3. The provisions of Sections 2 (‘Scope of These Terms’), 5 (‘Verification Process’), 13 (‘Fees’), 14 (‘Software License’), 15 (‘Trademark License’), 16 (‘Intellectual Property’), 17 (‘Confidential Information’), 18 (‘Indemnification’), and 21 (‘Validity, Amendment, Term and Termination of the Terms’) shall take effect immediately upon the commencement of Your PayDo Account registration. All remaining provisions of these Terms shall become effective only upon successful completion of the Verification by You and formal opening of Your PayDo Account, provided that PayDo has not rejected Your application in accordance with Clause 5.5 herein.

2.4. Acceptance by Individual Customers. Individual Customers accept these Terms by: (a) creating a PayDo Account, where a notice confirming that the Customer has read and accepted these Terms is displayed during the registration process; or (b) accessing or using the PayDo Account and PayDo Services where such notice is not displayed. By doing so, the Individual Customer confirms that they have read, understood, and agreed to be bound by these Terms.

2.5. Acceptance by Corporate Customers – Terms of Use only. Where a Corporate Customer has not entered into a separate PSA with PayDo, these Terms constitute the entire agreement between PayDo and such Corporate Customer in respect of the PayDo Services. The Corporate Customer accepts these Terms by: (a) creating a PayDo Account, where a notice confirming that the Corporate Customer has read and accepted these Terms is displayed during the registration process; or (b) accessing or using the PayDo Account and PayDo Services where such notice is not displayed. By accepting these Terms, the individual acting on behalf of the Corporate Customer represents and warrants that they are duly authorised to legally bind the Corporate Customer.

2.6. Acceptance by Corporate Customers – PSA. Where a Corporate Customer has entered into a PSA with PayDo, acceptance of these Terms is incorporated into and forms part of the PSA execution process. Such Corporate Customer shall also be required to confirm acceptance of these Terms on the PayDo Website or PayDo Account Dashboard prior to accessing the PayDo Services, where a notice confirming that the Corporate Customer has read and accepted these Terms is displayed. In the event of any conflict between these Terms and the PSA, the provisions of the PSA shall prevail.

3. PAYDO SERVICES

3.1. With a PayDo Account, the Customer may get access to the following PayDo Services: PayDo IBAN, PayDo Checkout, PayDo Batch Payments, PayDo Card and PayDo Scheduled Payments.

3.2. In order to receive access to the PayDo Services, after opening Your PayDo Account, You may be required to complete verification and/or accept additional terms of use and/or sign additional agreements.

3.3. You will automatically receive access to the PayDo IBAN service upon successful opening and Verification of Your PayDo Account, subject to these Terms.

3.4. Access to other PayDo Services, including PayDo Checkout, PayDo Batch Payments, PayDo Card, and PayDo Scheduled Payments, may be granted only upon Your separate request and PayDo’s prior approval, at PayDo’s sole discretion.

3.4.1. PayDo may require You to complete additional Verification procedures, accept specific terms of use, and/or enter into separate agreement(s) governing such services.

3.4.2. These additional services may also be subject to separate fees as indicated on the PayDo Website or in the relevant agreement(s) between the Parties.

3.5. With PayDo IBAN, the Customer can send and receive funds and bank transfers to and from accounts opened by third parties with PayDo as well as accounts opened with third-party financial institutions.

3.6. With PayDo Checkout, the Customer can accept online payments from its clients or end-users through integration of PayDo’s payment processing functionality into the Customer’s website or online platform. PayDo Checkout is only available for business customers.

3.7. With PayDo Batch Payments, the Customer can create and execute multiple payments to Payees directly from the PayDo Account Dashboard or through automated payment functionality made available by PayDo. PayDo Batch Payments is only available for business customers.

3.8. PayDo Card.

3.8.1. The PayDo Card is issued by Wallester AS and may be linked to Your PayDo Account to enable the use of funds available on Your balance for card transactions at points of sale or online merchants that accept the respective payment cards.

3.8.2. By applying for or activating a PayDo Card, You acknowledge and agree that:

3.8.2.1. the card is issued and operated under the terms and conditions of Payment Card Terms and Conditions and Wallester AS terms and conditions, which You must review and accept prior to issuance;

3.8.2.2. PayDo acts solely as Wallester’s technical intermediary for the purpose of facilitating the conclusion of the agreement between You and Wallester AS and for transmitting necessary information and funds;

3.8.2.3. issuance of the Card is subject to successful completion of Wallester’s verification and KYC procedures and is not guaranteed; and

3.8.2.4. Wallester AS remains fully responsible for the issuance, operation, and maintenance of the card, while PayDo shall not be liable for any refusal, suspension, or termination of the card by Wallester AS.

4. OPENING YOUR PAYDO ACCOUNT

4.1. PayDo provides the Services through the PayDo Account Dashboard accessed by the Customer on the PayDo Website. For the avoidance of doubt, by accessing Your PayDo Account Dashboard, You are accessing your PayDo Account.

4.2. You shall only be entitled to open a single PayDo Account unless We have given Our prior explicit written consent to the opening of additional PayDo Accounts.

4.3. You may only open a PayDo Account if doing so is legal in Your country of residence/incorporation. By opening a PayDo Account, You confirm to us that opening this account does not break any laws or regulations that apply to You. If You breach this requirement, You agree to compensate us for any losses We suffer as a result.

4.4. To open a PayDo Account, You must complete the registration process, pay the Onboarding fee detailed on Our Website or additional agreement signed between the Parties, and undergo the Verification procedures outlined in the Verification Process Section. During the registration to open a PayDo Account, You are obligated to accept these Terms, sign additional agreement(s) (if applicable) and provide Your data for collection and processing to enable PayDo to perform its duties as a money service business, including, without limitation, its regulatory, AML/CTF, and KYC/KYB duties.

4.5. Under certain circumstances, as a security measure, We may temporarily restrict access to Our Website, PayDo Account Dashboard and Your PayDo Account from one or more IP addresses. We will maintain this restriction only until the security concern has been properly investigated and resolved.

4.6. We reserve the right to refuse any request to open a PayDo Account. If We make such a decision, We may notify You as the Customer, but We are not obligated to explain Our reasons for the refusal. PayDo will not be liable to pay any compensation to You in connection with such a refusal.

4.7. All information You provide during the Verification process or at any time afterwards must be accurate and truthful. This means You must ensure that any details, documents or statements You submit are correct and honest.

4.8. After the successful verification process, You agree to pay the setup fee invoice to activate Your PayDo account.

4.9. PayDo Accounts are not bank accounts and PayDo is not a bank. Paydo Canada Ltd is registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Funds received in connection with the provision of PayDo Services are held with partner financial institutions in accordance with applicable Canadian laws and are kept separate from PayDo’s operational funds, as required. The funds held in a PayDo Account belong to the legal entity or the natural person registered as the account holder. No person other than the account holder has any rights in respect of such funds, except as required by applicable law (including in cases of succession, insolvency, or court order). You may not assign or transfer Your PayDo Account to any third party or grant any third party any legal or equitable interest in it without PayDo’s prior written consent.

5. VERIFICATION PROCESS

5.1. Before opening Your PayDo Account, You must complete the Verification in Your PayDo Account Dashboard and/or through other Communication Channels. You will need to provide all required information as outlined in the Dashboard’s verification procedure. You agree to fully and promptly comply with all Our reasonable requests for additional information that may be necessary.

5.2. The Verification will take place after You have paid the Onboarding fee, as detailed on Our Website or any additional agreement(s) between the Parties.

5.3. You authorise Us to make any inquiries or take any actions We consider necessary to validate and verify the information You have provided to Us. This may include contacting third parties, checking databases, or requesting additional documentation from You.

5.4. In the event that You fail to provide information, as requested by Us, or We are unsuccessful in receiving satisfactory information to verify Your PayDo Account within one (1) year from our latest request, We reserve the right to refuse to provide PayDo Services.

5.5. PayDo may, at its sole and ultimate discretion, consider and decide that You will not be permitted to open the PayDo Account and use the PayDo Services, on the grounds of, without limitation, applicable legislation, AML/CFT regulations and standards, PayDo’s internal procedures and risk appetite.

5.6. Tax reporting and disclosure. PayDo may be required under applicable Canadian laws and international agreements, including without limitation the Income Tax Act (Canada), the Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS), to collect certain information about You and to report such information to the Canada Revenue Agency (CRA).

5.6.1. You acknowledge and agree that:

(a) we may request from You self-certifications and other documentation to determine Your tax residency and reporting status;

(b) we may disclose information relating to You and Your Account to the CRA or other competent authorities where required by applicable law;

(c) information reported to the CRA may be exchanged with tax authorities of other jurisdictions pursuant to international agreements.

5.6.2. You agree to provide accurate and complete information upon request and to promptly notify Us of any change in circumstances that may affect Your tax status.

5.6.3. Failure to provide required information may result in restrictions on Your Account and/or termination of these Terms, as permitted by law.

6. MAINTAINING YOUR PAYDO ACCOUNT

6.1. You must ensure that all information You provide to PayDo is accurate and kept up to date. We will not be responsible for any losses resulting from Your failure to maintain correct information. We may request that You confirm the accuracy of Your information or provide supporting documents or evidence at any time.

6.2. In the event of any change to Your business structure, equity structure, ownership, leadership, tax status or any other material change, You must inform PayDo immediately, and in any case within 3 (three) business days. If You fail to inform PayDo of such changes, PayDo may close Your PayDo Account and/or terminate providing the Services immediately.

6.2.1. In the event of changes described in clause 6.2, PayDo may temporarily suspend all or part of the transactions in Your PayDo Account until we can ensure compliance with relevant legislation and regulations.

6.2.2. PayDo reserves the right to terminate providing the Services to You, if as a result of changes, described in clause 6.2, continuation of the Service provision to You becomes in breach of, without limitation, relevant legislation, regulation, PayDo’s internal procedures and risk appetite.

6.3. We may contact You via Communication channels with information or notices regarding Your PayDo Account. It is Your responsibility to regularly check the proper functioning of Your Email Address account or other methods of communication that You have registered with Your PayDo Account and to retrieve and read messages relating to Your PayDo Account promptly. We shall not be liable for any loss arising out of Your failure to do so.

6.4. Payments and transfers received and sent, together with the fees charged, are displayed in Your PayDo Account Dashboard. You shall regularly review Your PayDo Account balance and payment history, and shall promptly report any irregularities or seek clarification of any questions You may have by contacting us through the designated Communication channels.

6.5. PayDo may request any information or additional evidence from You regarding any transaction(s). The PayDo reserves the right to refuse to process any transaction, suspend or cease providing the Services if the PayDo reasonably believes that the transaction(s) may be suspicious or connected to money laundering, terrorism financing, fraud or other illegal activities. This being the obligation of the PayDo under the applicable law, PayDo may take such action without providing a reason and without liability to pay compensation to You. This right may be exercised by the PayDo at its sole discretion.

6.6. Your PayDo Account allows you to store and transact in multiple currencies. The complete list of available currencies will be provided to You after Your Account has been activated. PayDo may update this list from time to time at its sole discretion.

6.7. Your PayDo Account may have payment and/or withdrawal limits. PayDo may, in its sole discretion, also establish maximum and/or minimum limits applicable to individual Transactions, including without limitation limits on the amount of a single credit transfer. Such limits are communicated to You via the PayDo Account Dashboard. We may change these limits from time to time at our sole discretion, but will notify You at least 2 (two) business days before any changes take effect. However, PayDo reserves the right to impose limits on Your PayDo Account without prior notification if these limits are required due to regulatory requirements or contractual obligations that apply to PayDo. PayDo will work to remove these limits and/or restrictions as quickly as possible. However, such actions of PayDo are subject obligations imposed by applicable law, regulations, and other obligations (including contractual obligations).

6.8. In case of a recall, refund, or any other charges resulting in a negative balance in Your PayDo Account, You will be required to pay off such a negative balance. Failure to do so within 3 (three) business days of negative balance arising, is a breach of these Terms. You must repay the negative balance immediately without requiring notice from Us. We may take other debt collection measures if You fail to repay such a negative balance within 7 (seven) business days, including appointing a debt collection agency or solicitors, or pursuing the claim in court. We may charge You the reasonable expenses We incur directly related to these debt collection or enforcement efforts.

6.8.1. Notwithstanding the foregoing, the Customer’s repayment of a negative balance as required under clause 6.8 shall not be construed as a waiver of the Customer’s right to dispute the charges that resulted in such negative balance.

7. TEAM ACCESS

7.1. You shall be entitled to grant access and/or control, whether in whole or in part, to the PayDo Account to duly authorised third parties, designated as Team Members, exclusively through the prescribed functionality and procedures (“Team Access”) set forth herein.

7.1.1. Any authorization of the third person to access and/or control to Your PayDo Account that is done not through the way of Team Access shall be deemed a breach of these Terms.

7.2. You hereby acknowledge and agree that by granting access to the Team Member to Your PayDo Account, You appoint such Team Member as the Your authorised representative in dealings with PayDo within the scope of permissions and limitations set out by You, and any actions undertaken by the Team Member within the scope of permissions and limitations established by You shall be deemed binding upon and attributable to You in relation to PayDo and/or any other third party.

7.3. You, through the PayDo Account Dashboard, possess the authority to generate an Invite for the purpose of granting a Team Member access to Your PayDo Account, provided that such access shall be restricted to those activities specifically authorised by You at the time of Invite creation, and further provided that the Team Member shall only obtain access to the PayDo Account upon successful completion of the requisite registration process.

7.4. The Team Member(s) shall fulfil the following requirements in order to be granted access to Your PayDo Account:

7.4.1. they shall be an individual of at least 18 years old at the moment of granting Access;

7.4.2. they shall fulfill the requirements of these Terms, including the Section 21 thereof;

7.4.3. they shall have registered and active PayDo Account;

7.4.4. they shall not have been banned and/or restricted by the PayDo at any moment.

7.5. When granting access to Team Member(s), You hereby represent, warrant and undertake that, as of the date of such access being granted and throughout the duration of their access to Your PayDo Account, the following is true:

7.5.1. the Team Member has been duly and properly authorised by You to perform such actions as You have enabled through the Team Access functionality;

7.5.2. the Team Member is not subject to any national or international financial sanctions, and otherwise does not breach Section 21 hereof;

7.5.3. the Team Member is not less than 18 years old;

7.5.4. The Team Member is duly notified of these Terms, including without limitation Annex 3 thereto, and any subsequent amendments to them.

7.6. When granting access to Team Member(s) You must:

7.6.1. at all times, keep record of their identity, including their proper and valid identification documents and proof of address.

7.6.2. at all time, keep the Team Members duly authorized to perform any and all actions, enabled through the Team Access functionality and keep documental proof of such authorization;

7.6.3. provide, on demand of PayDo within 1 (one) business day, records and documents required by the clauses 7.6.1 and 7.6.2 hereof;

7.6.4. continuously monitor the activity of the Team Member with regard to Your PayDo Account in order to ensure their compliance with these Terms, including without limitation Annex 3 thereto, and applicable law.

7.7. PayDo shall be entitled, at its sole discretion and at any time whatsoever, to require the Team Member to undertake and complete the Verification procedure in accordance with these Terms, and any refusal or failure by the Team Member to complete such Verification procedure shall constitute sufficient grounds for PayDo to terminate said Team Member’s access to Your PayDo Account forthwith.

7.8. You hereby acknowledge, warrant and represent that You shall be solely and unconditionally responsible and liable for any and all acts, omissions, conduct and operations of the Team Member(s), including without limitation any breach of these Terms, any agreements between the You and PayDo, and/or any applicable laws, regulations or statutory requirements arising from or in connection with the Team Member’s actions, and You hereby irrevocably and unconditionally waive any right to disclaim or otherwise avoid such liability.

7.9. The Parties hereby acknowledge and agree that PayDo shall be fully and unconditionally released, discharged and held harmless from any and all liability, claims, demands, damages, costs, expenses, actions and causes of action whatsoever arising from or in connection with any acts, omissions, conduct or activities of the Team Members.

7.10. PayDo shall not be, and shall not under any circumstances whatsoever be deemed to constitute a party to any dispute, claim, controversy or proceedings of whatsoever nature arising between You and the Team Member.

7.11. You shall have the unilateral right, at Your sole discretion, to terminate the Team Member’s access to Your PayDo Account with immediate effect, and PayDo shall not bear any liability whatsoever for any losses, damages, or detriment, whether direct or consequential, that may be incurred by You and/or the Team Member arising from or in connection with such termination.

7.12. PayDo shall be entitled, at its sole discretion, to forthwith terminate the Team Member’s Access to Your PayDo Account and/or the PayDo Services in their entirety upon any breach of these Terms by such Team Member and/or You.

7.13. PayDo shall have the right, at its sole discretion, to immediately terminate Your access to the Team Access functionality in the event of Your breach of these Terms and/or where PayDo has reasonable grounds to suspect Your abuse and/or misuse of such functionality.

7.14. All capitalised terms used in this Section 7 but not otherwise defined herein shall have the meanings ascribed to them in Annex 3 to these Terms.

8. KEEPING YOUR PAYDO ACCOUNT SAFE

8.1. You must take all reasonable steps to keep Your PayDo Account Password and any other security features safe at all times and never disclose them to anyone.

8.2. Any message You receive or website You visit that requests Your Password or other security features, except for the PayDo Website or PayDo Checkout, should be reported to Us immediately. This includes emails, text messages, phone calls or websites claiming to be from PayDo that ask for Your security information.

8.3. If You are unsure about the authenticity of a website claiming to be PayDo or affiliated with PayDo, You must contact Customer Service before providing any information or taking any actions on that website.

8.4. You must change Your Password regularly (at least every 3 to 6 months) to reduce the risk of a security breach in relation to Your PayDo Account.

8.5. You must never permit anyone to access Your PayDo Account or observe You while You are accessing Your PayDo Account. You must follow all security procedures that We provide to You, as updated from time to time.

8.6. If You suspect or notice that Your PayDo Account, login details, Password, or other security features have been lost, stolen, misappropriated, used without authorisation, or compromised in any way, You must immediately change Your Password. You must also contact PayDo Customer Service as soon as possible after becoming aware of any loss, theft, misappropriation, or unauthorised use of Your PayDo Account, login details, Password, or other security features.

8.7. Any significant delay in notifying Us may compromise the security of Your PayDo Account and could result in You being held responsible for any losses if Your failure to notify Us was intentional or due to serious carelessness.

8.8. We may suspend Your PayDo Account or restrict its functionality if we have reasonable concerns about:

8.8.1. the security of Your PayDo Account or its security features;

8.8.2. suspected unauthorised or fraudulent use of Your PayDo Account;

8.8.3. potential compromise of any security features.

8.9. We will inform You about any suspension or restriction and explain the reasons before taking action. If advance notice is not possible, We will notify You immediately after imposing the suspension or restriction, unless prohibited by applicable law or governmental order.

8.10. We will remove the suspension and/or restriction as soon as:

8.10.1. the security concerns no longer exist, and/or,

8.10.2. We are permitted to do so by governmental order.

8.11. If We believe Your PayDo Account faces a fraud risk or security threat, We will contact You immediately using the most secure method available. We will use the contact details You have provided to inform You about the specific actions needed to address this risk.

8.12. You must take all reasonable care to ensure that Your Email Address account(s) are secure and only accessed by You, as Your Email Address may be used to reset the Password or to communicate with You about the security of Your PayDo Account. In case any of the email addresses registered with Your PayDo Accounts are compromised, You should, without undue delay after becoming aware of this contact PayDo Customer Service and also contact Your Email Address service provider.

8.13. Additional products or services You use may have additional security requirements and You must familiarise Yourself with those as notified to You.

9. CLOSING YOUR PAYDO ACCOUNT

9.1. You may close Your PayDo Account at any time by contacting PayDo through the Communication Channels.

9.2. Transactions and fees for any activities carried out before You close Your PayDo Account will not be refunded. This includes transactions that were started but not yet completed at the time of closure, as well as those that cannot be cancelled once initiated.

9.3. All outstanding fees and other sums due and payable by You to PayDo under this Terms and/or any additional agreement(s) between the Parties shall be discharged in full prior to the closure of the PayDo Account and termination of the Services. PayDo shall be entitled to set-off any such outstanding amounts against the then-current balance standing to the credit of Your PayDo Account at the time of termination.

9.4. If Your PayDo Account has a balance when it is closed, You must withdraw Your funds within 60 (sixty) calendar days of closure. During this period, Your PayDo Account will only be accessible for withdrawing the remaining balance. We reserve the right to ask You to complete appropriate verification procedures, including providing proof that the account You are withdrawing funds to belongs to You.

9.5. We reserve the right to refuse processing Your withdrawal transaction including, without limitation to specific accounts and/or financial institutions for legal or regulatory reasons. If this occurs, We will notify You and ask You to provide alternative account details.

9.6. After the expiry of the period provided in clause 9.4, You will no longer have access to Your PayDo Account. However, You may still withdraw any remaining funds by contacting PayDo Customer Service and requesting a transfer.

9.7. After Your Account has been closed, You may only withdraw any remaining funds using the payment methods currently available through PayDo for this type of transaction.

9.8. You can access Your transaction history for up to 5 (five) years after Your PayDo Account is closed. To obtain these records, simply contact PayDo Customer Service with Your request.

9.9. Due to legal limitations, You may not be able to recover any funds from Your PayDo Account after six years from termination. We strongly advise You to withdraw all funds from Your PayDo Account as soon as possible after closure.

9.10. PayDo reserves the right to suspend withdrawal transactions under Section 9 when necessary to comply with Our regulatory obligations under applicable law. Due to legal restrictions, PayDo may not be able to inform You of the specific reasons for such suspension.

10. PAYDO IBAN

10.1. After activation of Your PayDo Account, subject to Verification and any limitation set out herein, You will have access to the following PayDo IBAN services:

10.1.1. Send money to and receive transfers from accounts opened by third parties with PayDo as well as accounts opened with third-party financial institutions;

10.1.2. View Your transaction history, including details of all transfers received or sent through the PayDo Account Dashboard;

10.1.3. Create balance statements (reports) that accurately reflect Your financial position;

10.1.4. Exchange available currencies within Your PayDo Account at the applicable exchange rates displayed in the PayDo Account Dashboard. The list of available currencies is determined by PayDo at its sole discretion and may be amended from time to time;

10.1.5. Manage Your PayDo Account and PayDo Account Dashboard preferences, including settings for default currency, security options, and notification preferences.

10.2. Once Your PayDo Account is activated, You can access Your account details through Your PayDo Account Dashboard. We may need to change Your account details in specific circumstances, such as to comply with regulations, maintain efficient operations, or protect against security risks. We will provide You with prior notice of such changes, where possible.

10.3. Fees for PayDo IBAN services are described on PayDo Website or in additional agreement(s) between the Parties.

10.4. To initiate a Transaction, You must give PayDo all the necessary information about the Transaction, including Payee account details and any other information that PayDo reasonably requires. PayDo reserves the right to refuse any Transaction where You have failed to provide necessary information.

10.5. Your Account balance must be at least equal to the Transaction amount in order for the Transaction to be processed.

10.6. If You initiate a transaction to an account in a currency different from the currency of Your PayDo Account, Payee bank will convert the funds into the target currency using the current market exchange rates at the moment of the Transaction processing.

10.7. You are solely responsible for any incorrect Transactions caused by mistakes You made when entering the Transaction information. PayDo will not be responsible for any losses, damages, or other costs suffered by You or any third parties as a result of these incorrect Transactions.

10.8. You cannot cancel a Transaction after it has been completed. If You need to reverse a completed outgoing transfer, You must notify us through our official Communication channels. Your notification should include all relevant details of the original Transaction, specifically: the Transaction identification number, the date it was processed, and the purpose of the payment.

10.9. If You receive money into Your PayDo Account, the Payer cannot cancel the Transaction once it has been completed. The Payer may request a Recall through PayDo or their bank, but We cannot guarantee that PayDo or the Payer’s bank will process or approve this Recall request.

10.10. If We receive a Recall request, We will contact You promptly. You should provide Us with evidence of the services/goods delivered and/or other relevant supporting documentation for the specific case within 5 (five) business days.

10.11. If You agree with the Recall request, We will follow Your instructions regarding the Transaction and transfer the Recall amount to Your Payer from the amount that would otherwise be payable to You.

10.12. If You refuse a Recall request, PayDo may require You to provide adequate evidence and supporting documentation demonstrating the delivery of the relevant goods or services, or any other justification substantiating the lawful basis and purpose of the funds credited to Your Account.

10.13. If You do not respond within 5 (five) business days, or if the Payer provides clear evidence that the services or goods were not delivered, We shall have the right to satisfy the Recall request and charge any additional fees to You, if applicable.

10.14. A fixed fee shall apply to each Recall request received by PayDo from other financial institutions with regard to Your transactions (hereinafter the “Recall Fee”).

10.14.1. The amount of the Recall Fee is specified on PayDo Website or in additional agreement(s) between the Parties, as amended from time to time.

10.14.2. The Recall Fee is payable irrespective of the outcome of the Recall (whether satisfied or not).

10.14.3. Recall Fees shall not be subject to or counted towards any contractual limitations of liability provided in these Terms.

10.14.4. Recall Fees shall be debited automatically from the Customer’s PayDo Account balance. If the balance is insufficient, the Customer shall immediately settle the outstanding amount upon request from PayDo.

10.14.5. Failure to pay the Recall Fees constitutes a material breach of these Terms and entitles PayDo, at its discretion, to suspend or terminate the Customer’s PayDo Account and/or to take debt collection measures in accordance with these Terms and/or any additional agreement(s) between the Parties.

10.15. PayDo will monitor the Customer’s Recall ratio on an ongoing basis, applying a risk-based assessment. Where the Customer’s Recall activity is considered by PayDo, in its sole discretion, to be excessive or to pose increased financial, compliance, or reputational risk, PayDo may:

10.15.1. increase the applicable Fees under these Terms; and/or

10.15.2. suspend or terminate the PayDo Account in accordance with these Terms and/or any additional agreement(s) between the Parties.

10.16. PayDo has the right to refuse any Transaction that appears suspicious or fraudulent by notifying You and returning the Transaction amount. If the applicable law requires Us to do so, we will also report the fraudulent Transaction to the appropriate authorities.

11. ACCEPTABLE USE OF YOUR PAYDO ACCOUNT

11.1. You cannot send to or receive payments from countries and territories as prescribed in the Prohibited Countries List (Annex 1). It is Your responsibility to check this list regularly and ensure that Your activities comply with any changes. You will be responsible for all expenses, losses, fines, and other damages that PayDo incurs as a result of Your engagement or connection with the countries listed in the Prohibited Countries List.

11.2. We will refuse to provide Services if Your activities involve any goods or services listed in the Prohibited Activities List (Annex 2). Your engagement and/or connection (including, without limitation, procurement, advertising, facilitation, consulting and transportation) with goods and services set out in Annex 2 during the term of these Terms shall be deemed as a breach of these Terms and serve as a grounds for immediate, unilateral termination of this Terms by the PayDo. You shall be liable for any and all expenses, losses, fines and other damages incurred by PayDo as a result of Your engagement and/or connection with goods and services set out in Annex 2.

11.3. You further acknowledge and agree that We may, from time to time, at Our own discretion with or without prior notice to You amend the Prohibited Countries List (Annex 1) and/or the Prohibited Activities List (Annex 2). These Annexes form an essential part of these Terms.

11.4. You must not use Your PayDo Account for any illegal activities, such as fraud or money laundering. If we notice any suspicious behaviour, we will investigate it and report it to the appropriate law enforcement authorities.

11.5. You are also not allowed to use Your PayDo Account to abuse, exploit, or bypass any usage restrictions set by PayDo or any third-party Provider related to the services they offer.

11.6. You must not abuse, misuse, decompile, reverse-engineer, brute-force, or otherwise use any PayDo Services, PayDo Account or their respective interfaces (including, but not limited to, the web interface, and PayDo Account Dashboard) in a harmful or unintended way (hereinafter referred to as “Harmful Activity”). If You do so, it will be considered a breach of these Terms by the way of wilful misconduct. In that case, PayDo may take any legal or contractual actions available to protect its rights.

11.6.1. Notwithstanding anything else in these Terms, Your liability for the breach described in clause 11.6 shall not be limited in any way.

11.6.2. In case of Your breach of clause 11.6 hereof, PayDo reserves the right to, without limitation:

11.6.2.1. Suspend or terminate the provision of Services to You and/or to any other third party deemed to be engaged in the Harmful Activity;

11.6.2.2. Reverse any transactions made by the way of engaging in such Harmful Activity;

11.6.2.3. Deduct any losses incurred by the PayDo and/or any other third party as a result of Your Harmful Activity from Your PayDo Account;

11.6.3. If PayDo believes that You may be involved in Harmful Activity, We will ask You to provide details about this suspected activity. You must supply this information within 2 (two) business days.

11.6.3.1. If PayDo, using its sole judgement and based on the information You have provided, determines that You did not participate in the Harmful Activity, any actions taken under clause 11.6.2 will be reversed within 5 (five) business days.

11.7. If You conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section, We reserve the right to reverse the transaction and/or close or suspend Your PayDo Account.

11.8. We may, at our sole discretion, stop providing Services for certain activities not listed in the Prohibited Activities List due to legal, compliance, regulatory or other external reasons. In such case We endeavour to give You at least one week’s notice before ending the Service, where reasonably possible.

11.8.1. Upon receiving this notice, You shall stop engaging in such activities immediately.

11.8.2. If You do not agree to continue using the PayDo Services under the new limitations, Your PayDo Account will be closed immediately. Once Your account is closed, and provided there are no outstanding claims against You, such as refunds, recalls, or violations, You will have 60 (sixty) calendar days to transfer all available funds from Your PayDo Account to Your account with another financial institution in accordance with the Section 9 hereof.

11.9. By way of exception from clause 11.8, PayDo reserves the right to prohibit certain activities immediately and without notice to You, in case of respective court or regulatory order, partner bank’s notice and/or effect of applicable law. Clauses 11.8.1 and 11.8.2 shall apply hereto mutatis mutandis.

11.10. We may immediately block transactions involving any persons or entities subject to international financial sanctions or other restrictive measures as soon as those sanctions or measures come into effect. This may happen with or without prior notice to You. PayDo is not responsible for any breach by You of sanctions or restrictive measures that apply to You in any relevant jurisdiction.

11.11. Your use of the PayDo Account and PayDo Services may be subject to further terms, conditions, or limitations as provided in separate agreement(s) between You and PayDo.

12. STORED VALUE

12.1. Nature of stored value. When PayDo receives funds from You or on Your behalf in connection with the provision of PayDo Services, PayDo records a corresponding Stored Value balance in Your PayDo Account equal to the amount of funds received. Stored Value represents a record of funds held by PayDo for Your benefit and does not constitute a deposit, investment, or any other banking product. Paydo Canada Ltd is not a bank and is not regulated as a deposit-taking institution.

12.2. No interest. Stored Value held in Your PayDo Account does not accrue interest or generate any return or benefit of any kind, regardless of the duration for which such Stored Value is held. PayDo does not invest or otherwise deploy Your funds in a manner that would entitle You to any yield or profit.

12.3. Withdrawal of stored value.

12.3.1. You may request a withdrawal of Stored Value from Your PayDo Account at any time, in whole or in part, subject to:

12.3.1.1. successful completion of any applicable AML/CTF verification and review required under these Terms or applicable law;

12.3.1.2. the absence of any regulatory hold, court order, or other legal restriction preventing such withdrawal;

12.3.1.3. the availability of at least one withdrawal method as described in clause 12.7.

12.3.2. Withdrawal requests shall be executed in accordance with the payment methods and timelines available through PayDo at the time of the request.

12.3.3. PayDo reserves the right to delay or withhold a withdrawal of Stored Value where PayDo has reasonable grounds to suspect that such funds are connected to money laundering, terrorism financing, fraud, or any other illegal activity. In such cases, PayDo may take such action without providing reasons to You and without liability to pay compensation, as permitted by applicable law.

12.4. Withdrawal following Account closure or termination.

12.4.1. Upon closure of Your PayDo Account or termination of these Terms, PayDo shall effect repayment of any remaining Stored Value balance to You in accordance with Section 9 of these Terms.

12.4.2. Where You request a withdrawal of Stored Value during the term of these Terms or no more than 1 (one) year following the closure of Your PayDo Account or termination of these Terms — PayDo shall process such withdrawal at the full nominal value of the Stored Value balance remaining at the time of the request, without undue delay.

12.4.3. Where You request a withdrawal of Stored Value more than 1 (one) year but no more than 6 (six) years following the closure of Your PayDo Account or termination of these Terms — PayDo shall process such withdrawal at the full nominal value of the Stored Value balance remaining at the time of the request, without undue delay. A fee proportional to the costs actually incurred by PayDo in processing such withdrawal may apply in such cases.

12.4.4. Where You request a withdrawal of Stored Value more than 6 (six) years following the closure of Your PayDo Account or termination of these Terms — PayDo shall not be obliged to process such withdrawal. PayDo strongly advises You to withdraw all remaining Stored Value as promptly as possible following account closure.

12.5. AML/CTF checks prior to withdrawal. PayDo reserves the right to conduct any required AML/CTF, fraud, and other compliance checks prior to authorising any withdrawal or transfer of Stored Value, including after the termination of these Terms or closure of Your PayDo Account. PayDo shall not be liable for any delay in the processing of a withdrawal that is attributable to the conduct of such checks.

12.6. Withdrawal methods.

12.6.1. PayDo does not guarantee the continued availability of any particular withdrawal method. PayDo may modify or discontinue a specific withdrawal method at any time at its sole discretion, provided that at least one withdrawal method remains available to You at all times.

12.6.2. Where PayDo discontinues a withdrawal method previously used by You, PayDo will notify You and request alternative payment details.

12.7. Customer responsibility for payment details.

12.7.1. Prior to initiating any withdrawal, You must ensure that all payment details provided to PayDo are accurate and complete. PayDo shall not be liable for any Stored Value transferred to an incorrect account or payment instrument as a result of inaccurate details provided by You.

12.7.2. PayDo may, at its discretion, attempt to assist with the recovery of funds transferred to an incorrect account at Your request, and reserves the right to charge a fee for such assistance. PayDo cannot guarantee that any such recovery efforts will be successful.

12.8. Currency of withdrawal. Withdrawal of Stored Value shall be processed in the currency of the relevant balance in Your PayDo Account, unless the Parties agree otherwise. If a withdrawal is processed to an account denominated in a different currency, any applicable currency conversion shall be subject to the fees and exchange rates set out in these Terms or as displayed in Your PayDo Account Dashboard. Any currency conversion costs arising in connection with such a withdrawal shall be borne solely by You.

12.9. Liability following transfer. Once a withdrawal has been processed and the relevant funds have been received by Your payment service provider (including any bank, card scheme, or digital wallet provider used by You), PayDo shall bear no further liability in respect of such funds.

12.10. Third-party obligations. You acknowledge that certain withdrawals may be routed through third-party payment service providers or financial institutions over which PayDo has no control. PayDo shall not be responsible for any delays, failures, or losses arising from the acts or omissions of such third parties.

12.11. Negative balance. If Your PayDo Account balance falls below zero as a result of any recall, refund, fee, penalty, or other charge, the resulting deficit shall constitute a debt owed by You to PayDo and shall be repaid in accordance with clause 6.8 of these Terms.

13. FEES

13.1. The standard Fees applicable to PayDo Services are published on the PayDo Website (hereinafter the “Standard Fees“) and become effective upon successful completion of Your Verification.

13.1.1. Where PayDo and the Customer agree on customised fees and/or additional terms of cooperation, such arrangements shall be set out in a separate written agreement or addendum executed between the Parties (hereinafter the “Additional Agreement“). Customised fees agreed under an Additional Agreement shall be reflected in the Customer’s PayDo Account Dashboard and shall prevail over the Standard Fees published on the PayDo Website in all cases of inconsistency.

13.1.2. An Additional Agreement may be entered into either prior to the Customer’s first use of PayDo Services or at any time thereafter. In either case, the customised fees shall take effect from the date specified in the Additional Agreement and shall be displayed in the Customer’s PayDo Account Dashboard upon its entry into force.

13.2. The Fees for the PayDo Batch Payments and PayDo Checkout services are set out in the relevant agreement(s) between You and PayDo (if applicable), and will take effect subject to the conditions set out therein.

13.3. All payments under this Agreement are VAT-exempt and shown without VAT or any other applicable taxes. Any taxes that might be applicable to You are Your sole responsibility.

13.4. Any contractual penalties under these Terms (if applicable) must be paid in addition to any damages or other amounts owed for fulfilling the obligations set out in these Terms. Paying a contractual penalty does not excuse You from completing Your obligations under these Terms.

13.5. If any request, transaction, disputed transaction, arbitration, or reversed transaction incurs third-party costs, You are responsible for these costs. They will be deducted from Your PayDo Account or charged to You by other means. Whenever possible, We will notify You in advance before applying any charges under this clause.

14. SOFTWARE LICENSE

14.1. PayDo grants You a revocable, non-exclusive, non-transferable, geographically limited, non-sublicensable, terminable license to use Our Software in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions, and replacement Software for Your use in connection with PayDo Services.

14.1.1. The PayDo API shall remain the sole and exclusive property of PayDo. Subject to these Terms, PayDo grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, terminable license to use the API solely for the purpose of: (a) accepting payments via PayDo Checkout in connection with Customer’s approved business activities; and (b) conducting payments to Payees via PayDo Batch Payments, in each case strictly in accordance with PayDo’s technical documentation and guidelines. Any use of the API beyond the scope expressly permitted herein shall constitute a material breach of these Terms.

14.2. If You do not comply with the description and any other requirements for Software provided by Us, then You will be liable for all resulting damages suffered by You, to Us, and the third parties.

14.3. Unless otherwise provided by applicable law, You consent not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software.

14.4. You may not, under any circumstances, use the PayDo Software licensed to You herein in any jurisdictions indicated as prohibited in the PayDo Account Dashboard and/or any jurisdictions, countries and/or territories sanctioned by the UNSC, US OFAC, EU or UK HM Treasury.

14.5. Upon expiration or termination of this Agreement, any license to the Software provided to You shall be deemed revoked, terminated and voided from the moment of the Agreement termination, and You will immediately cease all use of any and all PayDo Software.

15. TRADEMARK LICENSE

15.1. We hereby grant You a revocable, non-exclusive, non-transferable license to use Our trademarks used to identify PayDo Services and solely in conjunction with the use of Our Services.

15.2. You consent that You will not, at any time during these Terms validity or after expiration, claim any rights in or do anything that may adversely affect the validity of any trademark (registered or unregistered) or any other trademark, trade name or product designation belonging to or licensed to Us, including, without limitation registering or attempting to register any trademark or any such other trademark, trade name or product designation.

15.3. Upon termination of these Terms and/or any additional agreement(s) between the Parties which regulates the Services, any license to Our trademarks to You shall be deemed revoked, terminated and voided from the moment of termination, and You will immediately cease all the display, advertising, and use of all Our trademarks.

15.4. Nothing in these Terms shall be construed as limiting, transferring or in any other way affecting Your rights in Your trademarks.

16. INTELLECTUAL PROPERTY

16.1. Other than the express licenses granted by these Terms, We do not grant any kind of right or license of PayDo Services provision or any Intellectual Property (IP) rights.

16.2. Each Party shall retain all ownership rights, title, and interest in and to its own products and services and all IP rights therein, subject only to the rights and licenses specifically granted herein.

16.3. You shall in no way represent, except as specifically permitted under these Terms, that You have any right, title, or interest in or to Our IP.

17. CONFIDENTIAL INFORMATION

17.1. The Parties acknowledge that in their performance of their duties hereunder, either Party may communicate to the other a certain confidential and proprietary information, including without limitation information concerning PayDo’s payment services provision and the knowhow, technology, techniques, or business or marketing plans related thereto all of which are confidential and proprietary to, and trade secrets of, the disclosing party.

17.2. For the purposes of these Terms, “Confidential Information” means information that belongs to either Party and which is secret, imparted in confidence, or of a confidential nature or otherwise stated to be confidential, including but not limited to:

17.2.1. Details of either Party’s customers;

17.2.2. technical information, computer code and algorithms, research and development plans, inventions, applications, and/or any intellectual property used, owned or employed by either Party in or for any of their respective businesses;

17.2.3. information relating to either Party’s business, affairs, and finances;

17.2.4. any information and/or data that either Party is obliged to keep confidential as a consequence of its dealings with their clients and/or any other third party.

17.3. Confidential Information does not include information that:

17.3.1. is public knowledge at the time of disclosure by the disclosing party;

17.3.2. becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;

17.3.3. was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations or

17.3.4. is independently developed by the receiving party.

17.4. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

17.4.1. not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;

17.4.2. not use the disclosing party’s Confidential Information in any case except to perform its duties hereunder or with the disclosing party’s express prior written consent;

17.4.3. disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes (where applicable);

17.4.4. take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in these Terms; and

17.4.5. take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event apply less than a reasonable standard of care to prevent disclosure.

17.5. Without prejudice to the foregoing, PayDo shall have the right to disclose the Confidential Information to other financial institutions as necessary to facilitate Your transaction(s) and/or to perform other obligations.

17.6. PayDo shall also have the right to disclose the Confidential Information to regulatory or other government bodies, professional associations and other persons, if prescribed to do so by relevant legislation, court order or other binding legal act.

18. INDEMNIFICATION

18.1. You agree to indemnify, defend, and hold harmless Us, Our parent, affiliates, officers, directors, agents, employees, and suppliers from and against any lawsuit, claim, liability, loss, penalty, or other expense (including attorneys’ fees and cost of defence) they may suffer or incur as a result of:

18.1.1. Your use of PayDo Services;

18.1.2. Your breach of these Terms or any additional agreement(s) You enter into with Us or Our suppliers in relation to Your use of Our Services;

18.1.3. You hereby acknowledge and undertake that in the event any monetary penalty or fine is imposed upon Us or Our providers arising from or in connection with Our processing of Your transactions, You shall be fully and unconditionally liable for such penalty or fine and shall forthwith indemnify and reimburse Us for the entire amount thereof.

18.2. You shall furthermore indemnify Us for any and all direct and indirect losses, costs, damages and expenses (including, without limitation, legal and professional fees) incurred by Us or Our providers, whether directly or indirectly, in relation to such penalty or fine.

19. LIMITATION OF LIABILITY

19.1. We shall not be held liable to You or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to these Terms or Our Services, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labour claims.

19.2.  We assume no liability for Your failure to perform in accordance with these Terms or any results caused by Your acts, omissions, or negligence, or a subcontractor or an agent of the Customer or an employee of any of them, nor shall We have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, Your services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.

19.3. Under no circumstances shall either Party’s total aggregate liability to the other Party or any third party arising out of or related to the Terms exceed the direct damages suffered by such Party.

20. DISCLAIMER OF WARRANTIES

20.1. Our Services are provided “AS IS” without any warranty whatsoever. We disclaim all warranties, whether express, implied, or statutory, to You regarding any matter whatsoever, including all implied warranties of Customer’s ability to fit for a particular purpose and non-infringement of the third party rights. No oral or written information or advice given by Us or Our employees or representatives shall create a warranty or in any way increase the scope of Our obligations.

20.2. You acknowledge that Our Services are a computer network-based service, which may be subject to outages and delay occurrences. As such, We do not guarantee continuous or uninterrupted access to Our Services. Without prejudice to the aforementioned, PayDo endeavours to follow strict service level standards and business continuity arrangements to ensure uninterrupted access to PayDo Services. PayDo also endeavours to apply its best efforts to restore Your access to PayDo Services as soon as possible.

20.3. You further acknowledge that access to Our Website or Our Services may be restricted for maintenance. PayDo will notify You at least 48 (forty eight) hours prior to any planned disruptions to the PayDo Services and endeavours to notify You as soon as possible about any unplanned disruptions.

20.4. We will make reasonable efforts to ensure that Transactions are fulfilled in a timely manner. However, We will not be held liable for any interruption, outage, or failure to provide PayDo Service.

20.5. Any liability of PayDo for any losses, expenses or damages of any kind incurred by You or any third parties arising out of suspension of PayDo Services and/or suspension of Your access to Your PayDo Account and/or PayDo Account Dashboard that is a result of imposition of security measures to protect Your PayDo Account and/or regulatory or other binding requirements that PayDo is subject to, is specifically excluded to the maximum extent permitted by the relevant law.

21. VALIDITY, AMENDMENT, TERM AND TERMINATION

21.1. These Terms shall be in effect from the moment of Your acceptance of these Terms.

21.2. Your continuous use and access of the PayDo Account and PayDo Services shall constitute a continuous unconditional acceptance of these Terms, including any and all amendments valid on the date of such use and access.

21.3. PayDo has the right to amend these Terms at any time. PayDo shall notify You of any proposed amendments no later than 7 (seven) calendar days before the date on which the amendments are to take effect, by means of a durable medium in accordance with applicable law. The amendments will take effect on the date specified in the notice unless You notify PayDo that You do not accept the amendments prior to that date.

21.3.1. If You do not accept the proposed amendments, You have the right to terminate these Terms and close Your PayDo Account free of charge at any time before the amendments take effect. Continued use of PayDo Services after the effective date of the amendments will be deemed acceptance of the amended Terms.

21.3.2. Notwithstanding the above, amendments that are required by applicable law or a regulatory authority may take effect immediately or on a shorter notice period, in which case PayDo will notify You as soon as reasonably practicable.

21.4. By way of derogation from clause 21.3 hereof, exchange rates applicable to currency conversions are displayed in Your PayDo Account Dashboard at the time of each conversion and may change at any time without prior notice. The rate shown in Your PayDo Account Dashboard at the moment You initiate a conversion transaction shall be the rate applicable to that transaction.

21.5. Without prejudice to clause 21.3 hereof, You have the right to terminate these Terms at any time by providing PayDo a notice no less than 30 (thirty) calendar days before the expected date of such termination.

21.6. We may terminate these Terms or block and/or suspend PayDo Services provision and/or any payment transaction fulfilment if any of the following occurs:

21.6.1. We are required by an order from any regulatory body, Acquirer, Card Organization, or any other related party to cease providing Our Services;

21.6.2. If We determine that Your use of Our Services carries an unacceptable amount of risk, including credit or fraud risk;

21.6.3. Any other legal, reputational, or security risk or other risk-based reason exists at Our discretion.

21.7. PayDo shall notify You as early as reasonably possible about its decision to terminate these Terms under clause 21.6. hereof. However, PayDo reserves the right to terminate these Terms without any prior notice if providing such notice would constitute a breach of the regulatory obligations of PayDo and/or relevant legislation.

21.8. These Terms shall terminate upon the Customer entering into an agreement for the provision of payment services with another PayDo entity, unless such transition constitutes a migration governed by clause 21.13, in which case termination shall take effect upon completion of the migration and the Customer’s acceptance of the terms and conditions of the new PayDo entity.

21.8.1. Termination of these Terms under this clause shall not affect any rights or obligations of the Parties accrued prior to the date of termination, including any outstanding fees, recalls, or pending transactions.

21.9. These Terms shall automatically be deemed terminated in the following cases:

21.9.1.1. Your PayDo Account has been closed;

21.9.1.2. You had not successfully completed the initial Verification process;

21.9.1.3. You have been rejected by the PayDo as a result of the Verification process.

21.10. After termination by either Party as described above, You shall no longer have access to and shall cease all use of Our Services.

21.11. Any termination of these Terms does not relieve You of any obligations to pay any fees, costs, penalties, recalls or any other amounts owed by You to Us as provided hereunder, whether accrued prior to or after termination.

21.12. Upon these Terms termination immediately, but no later than in 3 (three) business days:

21.12.1.1. Any outstanding and unpaid fees and charges to PayDo shall become immediately due and payable;

21.12.1.2. We shall effect repayment to You of all money still in its possession that is due to You as of that date.

21.12.1.3. The Parties shall cease to use the intellectual property elements of the other Party hereto, where applicable.

Where applicable, You shall deactivate and/or remove the links, interfaces, and any service systems provided to You by Us.

21.13. Migration to another PayDo entity that provides services via PayDo Website.

21.13.1. If the Customer’s place of business falls under the operating jurisdiction of another PayDo entity, we may migrate the Customer’s account to that entity. This requires the Customer to accept the terms and conditions of the PayDo entity operating in its country of business. We may need the Customer to provide additional information or documentation, if local law or that entity’s regulator requires it.

21.13.2. Before migration, we’ll notify the Customer of:

(a) the migration date;

(b) changes to the PayDo Account features;

(c) any service limitations under the new entity.

21.13.3. After migration:

(a) all the Customer’s current agreements with this PayDo entity are terminated;

(b) all PayDo Account IBANs may be changed;

(c) all funds in the PayDo Account with the previous PayDo entity will be transferred to new entity account(s);

(d) PayDo Services will be governed by the new PayDo entity’s terms;

(e) certain features may change or become unavailable pursuant to the new terms and conditions.

21.13.4. If You do not wish to accept the terms and conditions of the new PayDo entity, You have the right to terminate Your PayDo Account free of charge at any time before the migration date by notifying PayDo through the Communication Channels. If You continue to use PayDo Services after the migration date without requesting termination, You will be deemed to have accepted the terms and conditions of the new PayDo entity as of the migration date.

21.14. The provisions of Sections 17 (Confidential Information), 18 (Indemnification), 19 (Limitation of Liability), 20 (Disclaimer of Warranties), 22 (Governing Law and Disputes) and 23 (Warranties) shall survive the termination of these Terms for a period of ten (10) calendar years following such termination, regardless of the reason therefor.

22. GOVERNING LAW AND DISPUTES RESOLUTION

22.1. Laws and regulations of the Province of British Columbia (Canada) govern these Terms and documents related to it.

22.2. If possible any disputes, disagreements, or claims arising from the Terms, relating thereto or violation thereof, termination or invalidity, will be previously solved by mutual negotiations in good faith.

22.3. You can file a complaint to PayDo in the following ways:

by email customercomplaints@paydo.com

by post letter/courier, to address 1285 WEST BROADWAY, OFFICE 600, VANCOUVER, BC, V6H 3X8, CANADA.

22.4. We aim to resolve Your complaint and issue Our final conclusions within 15 (fifteen) business days of receiving Your complaint. If We can’t provide a final response within 15 (fifteen) business days for reasons beyond Our control, We will explain to You the reasons for the delay. In any event, We will send You a final response within 35 (thirty five) business days of receiving Your complaint.

22.5. If You remain dissatisfied with Our final response, You may take Your case to the competent courts of British Columbia (Canada).

22.6. We retain complaint records for a minimum of 5 (five) years from the date the complaint was received.

22.7. If the Customer has a dispute with its end-users regarding any purchases or transactions made using PayDo Services, the Customer must first apply its best efforts to resolve such dispute directly with the relevant end-user.

22.8. PayDo may, at its sole and full discretion, choose to assist the Customer with any qualifying dispute in the event the Customer fails to resolve it directly with its end-user. PayDo is under no obligation to provide such assistance.

22.9. PayDo shall not be responsible for any claims, demands, or damages (actual or consequential) of any kind arising out of or in connection with disputes between the Customer and its end-users. PayDo is not required to mediate or resolve such disputes.

23. WARRANTIES

23.1. By accepting these Terms, You represent and warrant to the PayDo that Your acceptance, execution and fulfilment of these Terms does not and will not put you in breach of any legislative acts, court orders, agreements of any kind and/or other binding legal acts and You hereby undertake to ensure continuous fulfilment of this warranty during the term of these Terms.

23.1.1. If at any moment in time, during the term of these Terms, You become aware that You are in breach of clause 23.1 hereof, You shall immediately notify PayDo of such circumstances. Such breach shall be the valid grounds for immediate termination of these Terms by PayDo.

23.2. By accepting these Terms, You represent and warrant to PayDo that, after the application of reasonable due diligence and to the best of Your knowledge, at the moment of accepting these Terms, neither You nor any of Your ultimate beneficial owners (UBOs), shareholders, directors, or representatives are US Persons, politically exposed persons (PEPs), or persons subject to sanctions imposed by the United Nations Security Council (UNSC), the European Union (EU), the United States Office of Foreign Assets Control (OFAC), the United Kingdom HM Treasury, or any other governmental authority of the aforementioned jurisdictions.

23.2.1. If, at any time during the term of these Terms, You become aware of any circumstances resulting in a breach of the representations and warranties set out in the clause 23.2, You must immediately notify PayDo thereof. Failure to provide such notice shall constitute a material breach of these Terms.

23.3. By accepting these Terms, the person accessing the PayDo Account and/or PayDo Website represents and warrants to the PayDo that they are duly authorised to create legally binding obligations for the Customer and duly authorised to enter into the agreement that these Terms constitute without any relevant limitations.

24. NOTICES

24.1. You agree that We may provide notices to You by posting them on Our Website (including those sent to Your PayDo Account Dashboard), emailing them to You, or sending them through postal mail. Notices sent by postal mail are considered received by You within 5 (five) business days of the date We send the notice.

24.2. Notices posted on the Website (including those sent to Your PayDo Account) or provided in our Communication channels shall be considered to be received by You immediately and/or not later than within 1 (one) business day of the time it is posted on Our Website (including those sent to Your PayDo Account Dashboard).

24.3. You shall be solely responsible for monitoring, receiving, acknowledging, and responding to any notice issued by PayDo. PayDo shall bear no liability for any costs, losses, or damages resulting from Your failure to fulfil this obligation.

24.4. Notices to Us shall be sent by postal mail and/or email to the applicable address for notice as provided by Us or by email as designated on Our Website.

Annex 1 to the PayDo Payment Services Terms of Use
Prohibited Countries List

1. The following jurisdictions shall be deemed as ‘Prohibited’, and You MAY NOT use PayDo Account and/or PayDo Services in order to conduct Transactions and/or in any other way interact with individuals, legal entities, government bodies, and/or other entities from Prohibited jurisdictions.

2. The list of Prohibited jurisdictions is as follows:

• Abkhazia
• Afghanistan
• Albania
• American Samoa
• Angola
• Anguilla
• Bangladesh
• Belarus
• Benin
• Bolivia
• Botswana
• Burkina Faso
• Burma / Myanmar
• Burundi
• Cabo Verde / Cape Verde
• Cambodia
• Cameroon
• Central African Republic
• Chad
• Comoros (the Union of the Comoros)
• Congo
• Côte d’Ivoire / Côte d’Ivoire (Ivory Coast)
• Crimea (Ukraine)
• Democratic People’s Republic of Korea (DPRK / North Korea)
• Democratic Republic of the Congo
• Djibouti
• Equatorial Guinea
• Eritrea
• Eswatini (Swaziland)
• Gabon
• Gambia
• Ghana
• Guam
• Guinea
• Guinea-Bissau
• Guyana
• Haiti
• Iran
• Iraq
• Jordan
• Kiribati
• Laos (Lao People’s Democratic Republic)
• Lebanon
• Liberia
• Libya
• Macao
• Malawi
• Mali
• Mauritania
• Micronesia (Federated States of)
• Mongolia
• Mozambique
• Namibia
• Nicaragua
• Niger
• Northern Mariana Islands
• Pakistan
• Palau
• Palestine
• Papua New Guinea
• Reunion
• Russian Federation
• Samoa
• Sao Tome and Principe
• Serbia
• Sierra Leone
• Somalia
• South Ossetia
• South Sudan
• Sri Lanka
• Sudan
• Syria
• Tanzania
• Timor-Leste
• Togo
• Tonga
• Trinidad and Tobago
• Tunisia
• Turkey
• Turkmenistan
• Tuvalu
• Uganda
• United States Minor Outlying Islands
• US Virgin Islands
• Venezuela
• Western Sahara
• Yemen
• Zambia
• Zimbabwe

3. This list may be updated and amended by the PayDo as prescribed in the Terms.

Annex 2 to the PayDo Payment Services Terms of Use
Prohibited Activities List

1. The following activities, goods and services shall be deemed to be restricted for the Customer during the term of these Terms validity:

Financial & Trading Services:

• Auctions;
• Binary Options and auxiliary services;
• Cash exchange;
• Insurance, sales, underwriting, and premiums;
• Lending services & pawnbrokers;
• Unregulated asset trading and management;
• Unregulated crowdfunding;
• Unregulated virtual assets service providers.

High-Value Goods & Resources:

• Military and dual-use items;
• Natural resources and derivatives;
• Precious goods (banking metals, precious stones, luxury goods and imitations);
• Sale of motor vehicles or parts;
• Weapons and ammunition.

Regulated Substances & Products:

• Alcohol beverages (production, distribution, financing);
• Biologically active additives;
• Pharmaceutical goods;
• Tobacco and nicotine products.

Services & Professional Activities:

• Aviation services;
• Debt collection;
• Employment and recruitment;
• Hosting and cloud computing;
• Parcel/goods transportation;
• Real estate (agents, managers, rentals);
• Security and personal protection;
• Travel, visa, and immigration services.

Adult & Entertainment:

• Adult entertainment materials;
• Prostitution and escort services.

Data & Digital Services:

• Collection/processing of personal/sensitive data;
• Creation of fake social media profiles.

Other Regulated Activities:

• Charitable and social services;
• Medical services;
• Online investment training;
• Physic, medium, astrology services;
• Political organisations and campaigns.

2. Any further amendments and modifications to this list may be executed by the PayDo unilaterally, without any consent from the Customer with prior 5-business day notice to the Customer.

Annex 3 to the PayDo Payment Services Terms of Use
Team Member’s Terms of Use

1. Definitions

1.1. The capitalised terms, used in this Annex 3 shall have the following meaning:

1.1.1. “Annex” means this Team Member’s Terms of Use, that forms an integral part of the Terms as Annex 3.

1.1.2. “Access to the Principal’s PayDo Account” means the ability of the Team Member to access and view the information available in the Principal’s PayDo Account Dashboard.

1.1.3. “Control of the Principal’s PayDo Account” means the ability of the Team Member to make actions with the Principal’s PayDo Account, binding for the Principal and on behalf of the Principal, such as, without limitation, initiating transactions, accessing PayDo Services.

1.1.4. “Invite” means an invite link, shared by the Principal with the Team Member in order to grant such Team Member an access to the Principal’s PayDo Account.

1.1.5. “Principal” means PayDo customer, who has authorised the Team Member to access and/or control Principal’s PayDo Account in specified capacity under the Terms.

1.1.6. “Principal’s PayDo Account” means the PayDo Account maintained by the PayDo for the Principal, access to which it provided by the Principal to the Team Member

1.1.7. “Team Member”, “You” means an individual, who is accessing the PayDo Website in order to access and/or control the Principal’s PayDo Account, under the authorization from the Principal.

1.1.8. “Terms” means PayDo Payment Services Terms of Use.

1.2. Any capitalised terms used in this Annex not specifically defined herein, shall have the meaning ascribed to them in the Terms.

2. Accessing Principal’s PayDo Account

2.1. After receiving the Invite from the Principal, You shall undergo a registration process on the PayDo Website, in order to receive access to the Principal’s PayDo Account.

2.2. You hereby acknowledge and accept that by using the Invite You agree to be bound by this Annex and the Terms.

2.3. You hereby warrant and acknowledge that any and all information provided by You to PayDo during the registration process is true and up to date.

2.4. After completing the registration process, You shall receive access to the Principal’s PayDo Account, subject to terms and limitations set out by the Principal, this Annex and the Terms.

2.5. You shall not disclose any information obtained as a result of the access to the Principal’s PayDo Account without the consent of the Principal.

3. Controlling the Principal’s PayDo Account

3.1. After the registration process, You shall also receive the ability to Control the Principal’s PayDo Account, subject to permissions and limitations set out by the Principal, this Annex and the Terms.

3.2. If provided respective permissions by the Principal, You shall receive the ability to execute transactions, use PayDo Services and otherwise control the Principal’s PayDo Account.

3.3. You hereby acknowledge and accept that You understand that Your actions when controlling the Principal’s PayDo Account cause direct binding consequences for the Principal.

3.4. You hereby warrant that You shall not, at any moment or under any circumstances take any actions outside of Your scope of authorisation and/or if such actions are against the will or best interests of the Principal.

4. Warranties

4.1. You hereby warrant and represent that You fulfill at any moment on and after accepting this Annex warranties, set out in the Section 23 of the Terms.

4.2. You also hereby warrant and represent that the following is true at any moment on and after accepting this Annex:

4.2.1. You are a natural person, at least 18 years old;

4.2.2. You have obtained any necessary authorisations from the Principal;

4.2.3. You clearly understand the permissions and limitations of the authorisation, given to You by the Principal as well as any order or instruction provided by the Principal;

4.2.4. You have read, understood and accepted the Terms without any objections.

4.3. If at any moment in time, the warranties provided herein shall cease to be met by You, You shall immediately stop any access, control or other usage of the Principal’s PayDo Account, and notify PayDo of such circumstance no later than 1 (one) calendar day.

5. Liability

5.1. You are solely liable for any and all consequences, including, without limitation, any harm, damages, loss, costs or other expenses of Your actions, incurred by the Principal, PayDo and/or any other third party, that are direct or indirect result of Your usage the PayDo Website, PayDo Services and accessing Principal’s PayDo Account.

5.2. PayDo shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any direct, indirect, consequential, incidental, special, punitive or exemplary damages, losses, costs, expenses or other liabilities whatsoever arising out of or in connection with Your actions, whether incurred by the Principal and/or any other third party.

5.3. PayDo shall not be, and shall not under any circumstances whatsoever be deemed to constitute, a Party to any dispute, claim, controversy or proceedings of whatsoever nature arising between You and the Principal.

5.4. The limitations of liability set forth in the Terms shall be applicable, to the maximum extent permissible under applicable law, to any and all relations, obligations and liabilities arising from or in connection with this Annex.

5.5. You shall be liable for any breach of this Annex and/or the Terms pursuant to and in accordance with the general liability provisions stipulated in the Terms, which shall apply mutatis mutandis hereto.

6. Other provisions

6.1. Verification. PayDo hereby reserves the right to require You to undergo the Verification process pursuant to Section 5 of the Terms, and any refusal or failure to successfully complete such process shall constitute sufficient grounds for PayDo to terminate Your access to and control of the Principal’s PayDo Account.

6.2. Application of Terms. The provisions of the Terms shall apply to You, with all necessary modifications and adaptations, to the maximum extent permissible and where reasonably practicable, provided that in the event of any inconsistency or conflict between the Terms and this Annex, the provisions of this Annex shall take precedence and prevail.

6.3. Breaches. Any breach of this Annex shall constitute a material breach of the Terms and shall be deemed a fundamental breach thereof.

6.4. Access control. You shall be solely responsible and liable for controlling and safeguarding Your credentials, used to access and control the Principal’s PayDo Account. YOU ARE PROHIBITED FROM TRANSFERRING YOUR CREDENTIALS TO ANY THIRD PARTIES.

6.5. Termination. PayDo shall be entitled, at its sole discretion, to terminate Your access to the Principal’s PayDo Account forthwith in the event of Your breach of this Annex, Terms and/or where PayDo has reasonable grounds to suspect misuse or abuse, and PayDo shall not incur any liability whatsoever for any direct, indirect, consequential or incidental damages, costs or losses arising from or in connection with such termination.