Please read these Terms carefully before using our Services. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
By using or continuing to use any of the payment services, e-wallet services, or payment-related services (the "Services") made available to you ("you" or "Customer") by Invincible Payment Systems Limited ("we", "us", or "Invincible Pay"), including through our website (https://invinciblepay.com or such other URL as we may specify from time to time), or by executing a service agreement for the provision of Services (a "Service Agreement"), you agree to be bound by these Terms of Service (the "Terms").
Subject to these Terms, we will make the Services available for your use. The Services include e-wallet functionality, electronic fund transfer capabilities, payment processing, and related payment services. Modifications, enhancements, and additions to the Services (which may be subject to additional fees) will be considered part of the Services and will be subject to these Terms.
The Services may include functions to:
We provide the Services on a non-exclusive basis. You acknowledge and agree that we have the right to market, offer, and provide the Services to others without limitation or restriction.
You understand and agree that:
Our Services may be used to facilitate various types of transactions ("Transactions"), which may involve the delivery, receipt, purchase, or sale of funds, goods, or services (collectively, "Transaction Value").
You understand and agree that you are solely responsible for, and we have no obligation or liability in respect of:
We maintain an account with a regulated Canadian financial institution (the "Bank") in our name (the "Payment Account") where your funds will be held. The Payment Account is used for settling Payments, payment of fees, and related transactions.
Fees will be deducted automatically as transactions are processed through the platform. Any additional monthly fees will be invoiced at the end of each calendar month along with a statement of fees paid during that month. All fees are subject to the terms set forth in Section 8 of these Terms.
We reserve the right to suspend withdrawals from the Payment Account, including without limitation:
You shall comply with all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, rules, regulations, permits, licenses, authorizations, directions, policies, and agreements of or with any governmental authority, regulatory authority, court, financial institution, payment networks, or other service provider we use to facilitate the delivery of Services (collectively, "Regulatory Bodies") that now or at any time hereafter are or may be applicable to us, you, these Terms, or your Payments, Transactions, Transaction Value, or Business ("Legal Requirements").
This includes, without limitation:
Without limiting the generality of the foregoing, you agree to comply with (and Legal Requirements is deemed to include) the PCMLTFA as if you are a Money Services Business, regardless of whether you meet the criteria for classification as such under the PCMLTFA, excluding, if you do not meet such criteria, any obligations to register with or report directly to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).
You shall not initiate or engage in any Payments ("Restricted Transactions") or Transactions that directly or indirectly involve, relate to, or promote:
You shall not:
You represent, warrant, and covenant that:
If the account holder is a legal entity and not an individual, the individual agreeing to these Terms represents and warrants that such individual has the authority to bind such legal entity and that these Terms will be binding on and enforceable against such legal entity.
You must promptly notify us in writing in reasonable detail of:
We may change these Terms (including our Privacy Policy), our fees, and any other policies and procedures by notice to you issued from time to time. You understand that it is your responsibility to check our website periodically for any such changes.
Such changes will become effective the earlier of:
If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of Services by delivering written notice within such time or by not accepting such changes when they are presented. Your continued use of Services thereafter is deemed to be your agreement to and acceptance of any such changes.
We may change, augment, improve, update, enhance, modify, discontinue, remove features from, or impose limitations or restrictions on Services, or alter the design, construction, functions, and features thereof from time to time without notice or liability.
In consideration for the provision of the Services, you agree to pay the fees set forth in your Service Agreement (the "Pricing Structure") without deduction or set-off. All fees are payable in Canadian dollars unless otherwise specified.
All fees paid or payable to us are non-refundable (including, for greater certainty, fees in respect of Payments that are or will be subject to Chargebacks) and shall be paid without deduction, setoff, or counterclaim.
All fees are exclusive of applicable taxes, and you will pay or reimburse us for all applicable taxes, duties, levies, or assessments that may be assessed in any jurisdiction. You are solely responsible for calculating, collecting, and remitting any applicable taxes applicable to any Transaction.
All Service Agreements, invoices, and similar records are subject to correction for clerical, typographic, and similar errors and omissions.
All overdue payments shall bear interest at the rate of 18% per annum, calculated daily and payable monthly (equivalent to 19.56% simple interest per year) on the amounts outstanding until payment is received by us.
We will continue the provision of Services in accordance with these Terms until you or we terminate such provision in accordance with this Section.
We may suspend or terminate the provision of Services to you:
You may terminate your account at any time and for any reason:
Upon expiration or termination:
The Services and the underlying software and technology used to provide the Services, including our website, all content, code, materials, graphics, images, equipment, systems, third-party services, methodologies, policies, procedures, techniques, domain names, IP addresses, interfaces, application programming interfaces, data structures, confidential information, and any other intellectual property (collectively, the "Platform Components") are protected by copyright and other intellectual property rights.
By paying to acquire the right to use the Services, you do not become the owner of the Services, the Platform Components, or any portion thereof. Except for the limited rights of use expressly granted to you under these Terms, all right, title, and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights, and other proprietary rights) in and to the Services and the Platform Components are and shall remain exclusively owned by us and our licensors.
All trade names, company names, trademarks, service marks, logos, and branding are the proprietary marks of us or our licensors, and are protected by law. They may not be copied, imitated, or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks.
You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to your use of the Services shall become our exclusive property and may be used by us to modify, enhance, maintain, and improve the Services without any obligation or payment to you whatsoever.
You acknowledge and agree that you will require certain third-party equipment, products, software, and services in order to use the Services ("External Resources"), including: computers or mobile devices, operating system software, web browsers or mobile applications, internet connectivity, banking services and accounts.
You acknowledge and agree that:
You acknowledge that any unauthorized disclosure of our confidential information to third parties may cause immediate and irreparable harm to us. Consequently, you agree to:
We reserve the right to disclose information about you, your customers, your Payments, Transactions, and Business to the extent:
You understand and agree that any personal information provided to us will be governed by our Privacy Policy (the "Privacy Policy"). The Privacy Policy is available through our website at https://invinciblepay.com/privacy-policy and forms an integral part of these Terms.
By using the Services, you:
You may be issued one or more user identifications and passwords in order to access or use the Services ("Access Information"). We reserve the right to require you to use Access Information that meet certain minimum requirements or to change your Access Information from time to time.
Each set of Access Information may only be used by one individual. You are solely responsible for:
We have no obligation or liability for any unauthorized Payments or modifications to your account directly or indirectly arising from or related to any Access Information.
You agree that we will be entitled to treat all Payments and other activity using Access Information as having been authorized by you. Our transaction records will constitute conclusive proof of your use of the Services and Payments.
If you believe the security of any of your Access Information has been compromised, or you suspect unauthorized access or use of Access Information, you must notify us immediately at info@invinciblepay.com. You are responsible for all Payments, Service usage, and other activity until we receive such notification and we have had a reasonable opportunity to suspend such Access Information.
If we suspect that there has been fraudulent or unauthorized use of your Access Information or any of the Services, including fraudulent or unauthorized Payments, we reserve the right to:
You agree to cooperate and provide reasonable information to us in connection with our investigation or an investigation by any Regulatory Body of any: breach of these Terms, violation of Legal Requirements, suspicious, fraudulent, or unauthorized Payments, Transactions, use of Access Information or Services, or other activity.
You acknowledge and agree that Payments may be transmitted or facilitated through third-party facilities, third-party services, or common carriers, including the internet. While we will implement and maintain commercially reasonable security measures designed to safeguard Payments, it may be possible for third parties to corrupt or interfere with same.
To the maximum extent permitted by applicable law, we disclaim all representations, warranties, and conditions regarding the Services and your use thereof, including any warranties or conditions of: merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession, those arising by statute, law, course of dealing, or usage of trade.
We cannot and do not warrant that the Services will: meet your requirements or expectations, operate without interruptions, be error-free or virus-free, provide timely, accurate, reliable, or current results, have all deficiencies found or corrected.
While we will use commercially reasonable efforts to secure the Services, we shall not be liable, and assume no responsibility, for any loss or damages arising from or in connection with:
You understand that you are solely responsible for all Payments, including: identification and verification of the sender or recipient (as applicable), the terms, validity, performance, or consummation of any related Transaction, the delivery or quality of any Transaction Value you purchase or provide in connection with a Transaction.
If you use any Services outside of Canada, you acknowledge and agree that you are solely responsible for ensuring that such use is permitted by Legal Requirements in your jurisdiction.
To the maximum extent permitted by applicable law, in no event shall we be liable for any: consequential damages, incidental damages, indirect damages, special damages, punitive damages, other damages whatsoever, including: loss of revenue, loss of profits or expected savings, business interruption, personal injury, loss of privacy, loss of data or information, other pecuniary or intangible loss.
This limitation applies even if we foresee or have been advised of the possibility of such damages, and arising out of these Terms or the use of or inability to use any Services.
We have no obligation or liability for any Payments that are or may be subject to Chargebacks, whether or not processed.
The limitations, exclusions, and disclaimers in these Terms shall: apply irrespective of the nature of the cause of action, demand, or claim, including breach of contract, negligence, tort, or any other legal theory; survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein.
You will indemnify and hold us, our affiliates, subcontractors, licensors, agents, and our and their directors, officers, employees, and representatives harmless from and against all claims, demands, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from or related to: your breach of these Terms, your violation of any Legal Requirements, third-party claims arising from or related to your acts or omissions including all Payments and Transactions, your Business operations and activities, your negligence or wilful misconduct, infringement of intellectual property rights, your breach of representations and warranties, any claim by your customers or transaction counterparties.
You agree that we may set-off any losses or damages we suffer arising from or related to the foregoing against all amounts held in the Payment Account or otherwise owed to you.
You agree that all claims, disputes, or disagreements of any nature whatsoever arising from or relating to these Terms, the Services, or us (a "Dispute") will, at our sole option, be settled by final and binding arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta) and in accordance with the rules of ADR Chambers.
The arbitration will: take place in the Province of Alberta, Canada, be conducted in English only, result in a decision that may be entered as judgment in any court having jurisdiction.
The arbitrator will:
Each party will bear its own expenses and an equal share of all costs and fees of the arbitration. All participants will be bound by appropriate confidentiality agreements and will hold the content and result of any arbitration in confidence.
Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach these Terms and that damages may be an inadequate remedy. In the event of such breach, we shall be entitled, in addition to other remedies available, to the granting of interlocutory and final injunctive relief.
Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of such proceeding has occurred.
You agree to waive any right you may have to commence or participate in any class action against us and further agree to opt out of any class proceedings against us.
You and we are independent contractors. Nothing in these Terms creates or shall be deemed to create a partnership, joint venture, employment, agency, franchise, or principal-agent relationship.
Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you without our prior written consent, and any such attempted assignment shall be null and void. These Terms may be assigned or novated by us in our sole discretion.
If performance of any of our obligations is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, casualty, act of God, strikes, labour disputes, inability to procure supplies or services, war, violence, governmental actions, or any other act or condition beyond our reasonable control, we will be excused from such performance to the extent of such prevention, restriction, or interference.
These Terms will be deemed to have been made and performed exclusively in the Province of Alberta, Canada and will be governed by and construed under the laws of the Province of Alberta without giving effect to Ontario's conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta and Canada for any claim related to these Terms or the Services that is not subject to arbitration, and agree not to bring any action in any jurisdiction other than the Province of Alberta.
These Terms constitute the entire agreement between you and us with respect to the Services and cancel and supersede any prior understandings and agreements between the parties.
Neither the expiration nor the earlier termination of your account will release you from any obligation or liability that accrued prior to such expiration or termination.
To the extent that any provision of these Terms is declared by a court or other lawful authority to be invalid, illegal, or unenforceable:
No modification, amendment, addition to, or waiver of any rights, obligations, or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers.
Except as expressly set out in these Terms:
Invincible Payment Systems Limited ("Provider") maintains segregated funds for all funds received on behalf of you (the "Customer") ("Customer Funds"). Customer Funds are held separately from the Provider's operational funds to ensure your money is protected.
To provide additional security for Customer Funds:
The Provider shall implement and maintain reasonable measures to safeguard Customer Funds in accordance with Legal Requirements and the policies of financial institutions where funds are held.
You acknowledge and agree that you are not entitled to any interest accrued on Customer Funds held in segregated accounts, unless otherwise agreed in writing by the Provider.
The Provider's management of the Payment Account and Customer Funds shall comply with all Legal Requirements, including: the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Retail Payment Activities Act, any regulations or requirements imposed by the Bank or other Regulatory Bodies, Bank of Canada oversight requirements for Payment Service Providers.
Customer Funds held in segregated accounts shall be managed in accordance with Section 3 (Payment Account) of these Terms. The Provider reserves the right to suspend or restrict access to Customer Funds as outlined in Section 3.4.
Customer Funds benefit from multiple layers of protection: segregated account structure separating customer funds from operational funds, provincial insurance coverage protecting Customer Funds, regulatory oversight by the Bank of Canada and FINTRAC, safeguarding measures designed to protect funds in the event of the Provider's insolvency.
As a registered Payment Service Provider with the Bank of Canada and a Money Services Business registered with FINTRAC (registration number C100000702), Invincible Pay maintains comprehensive compliance programs and is subject to ongoing regulatory oversight to ensure the safety and security of Customer Funds.
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms, you must not use our Services.
Questions? If you have any questions about these Terms of Service, please contact us at:
Email: info@invinciblepay.com
Phone: 672-886-1422
Mail: Invincible Payment Systems Limited, 200-4909 50 Street, Red Deer, Alberta, T4N 1X8, Canada
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