TERMS AND CONDITIONS

Welcome to https://paynnacle.com (the “Website”), which is owned and operated by a Paynnacle Solutions Ltd. company registered in Ontario, Canada under the company number 1000805334, having its registered office address at 1907 Baseline Rd, Unit 104, Ottawa, Ontario, K2C0C7, Canada (the “Company”).

You must read these Terms and Conditions carefully before using the Website and the Services. By continuing use of the Website you shall be deemed to have accepted and be bound by these Terms and Conditions, including any changes to these terms and conditions as may be implemented by the Company from time to time. Please get acquainted with how these Terms and Conditions are modified and make sure you visit this page regularly to be duly informed of any changes.

Conditions defined herein shall have the same meaning in any other documents related to the opening of the Client’s and or Client’s Account with Paynnacle and deemed to be part of these Conditions, except if otherwise specified in the relevant document.

References to persons shall include individuals, corporate bodies, unincorporated associations, partnerships and any other entities. Words denoting gender shall include all other genders. References to a Section or Sections shall be deemed references to the respective section(s) of these Conditions. Headings and notes herein are for reference only and shall not affect the construction and interpretation of the Conditions.

The headings and subheadings in these Conditions are for reference only and do not limit the scope of each clause.

In the present Terms and Conditions, the following terms shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate:

1. Terms and interpretations

Account shall mean Client’s Electronic money account opened with Paynnacle, which holds electronic money;

Alternative Payment Method or APM means a payment method (other than Card) which we are able and have agreed to process: e-wallets, payments from the phone account, other.

Wallet shall mean sub-account opened in Client’s Account with chosen by the Client Base currency;

Base currency shall be the reference currency chosen by the Client before opening a particular Wallet in the Account;

Business day shall mean a day when Paynnacle is for servicing of its Clients and is any day, except national holidays and days of rest in Canada, as well as Paynnacle non-business days previously announced to the Client;

Business relationships shall mean relations between Paynnacle and Client during the time of providing of Services by Paynnacle;

Card shall mean payment card branded as, but not limited to, Visa, Visa Electron, Mastercard or Maestro that shall be used as a means of payment when conducting the Transaction.

Client shall mean the Account-holder or an applicant for Account opening with Paynnacle, i.e. a natural person or entity’s sole proprietor, merchant or self-employed or another person with legal commercial or other activity, which has Business relationships with Paynnacle;

Communication shall mean any instructions, orders, documents, logs, transactions and any other information intended to be addressed to a Party by the other Party and is described under Relationships and communications between Paynnacle and Client section;

Conditions and/or Terms and/or Terms and Conditions shall mean the present Terms and Conditions of Paynnacle and annexes if any, related to the Services of Paynnacle, the use and access of the Paynnacle E-Money System and any other website and/or interface provided by Paynnacle in the current edition of which is published on Paynnacle website;

Paynnacle E-Money System shall refer to the software / hardware complex, which includes a funds transfer system with formal and standardized arrangements and common rules for the processing, clearing and/or settlement of payment transactions, accessible through the Website, including all programs and access points enabling the Client to perform access to the Services, such as the Paynnacle E-Money System, etc;

Deposit shall mean the crediting of funds to Client’s Account by purchasing Electronic money by using one of the designated Deposit options available;

Withdrawal shall mean funds transferring from the Client’s account via selected by the Client method in the withdrawal section of the Account by redeeming Electronic money;

Electronic Money or E-Money shall mean electronically, including magnetically, stored monetary value as represented by a claim of the Client on the Paynnacle, which is issued by Paynnacle on receipt of funds from the Client for the purpose of making payment transactions on the Paynnacle E-Money System and which is accepted by the Client;

Fees shall mean any fees, rates and charges levied by Paynnacle for provision of Services and which may be amended by Paynnacle from time to time in accordance with these Conditions. Fees are applicable to the Client and are an integral part of these Conditions. In case in relation to the Client exist any agreements as to the Fees, such agreements should prevail over this Conditions and general Fees in the frame and in relation to certain services, provided by Paynnacle, provided that such agreements are written and accepted by both Paynnacle and the Client;

Services shall mean any services, subject to the Conditions, offered by Paynnacle, including without limitation Account maintenance, issuance of E-money upon receipt of funds, issuance of payment instruments and execution of payment transactions with issued E-money using payment instruments via Website and any and all products available to the Client and at the Conditions set forth at any time on Paynnacle website and/or the Paynnacle E-Money System;

Transaction shall mean an act, initiated by the Client of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the Client and Paynnacle, and in any case less any applicable Fees. Transaction may be as:

1. a financial operation using the Card and/or APM;
2. a transfer of the funds and replenishment of the account existing in the electronic environment by the means of Card and/or APM; and/or
3. the OCT if such service is provided by the merchant.

Login authorization data shall include all authorization/verification information that is provided to the Client by Paynnacle for identification and login into the Account purposes, such as unique account’s number, password, login code and any verification messages, sent via email or mobile phone.

2. Use of the Website and Scope of Services

• 2.1.The Client acknowledges that:
1. Paynnacle is not a credit institution (bank) and Client’s Account is not a bank account;
2. Paynnacle does not act as the trustee, fiduciary or escrow holder in respect of E-Money on the Client Account;
3. E-Money held within Paynnacle will not earn any interest and Paynnacle does not pay interest on any balances in Client’s Account.
4. Paynnacle provides access to Paynnacle E-Money System to authorized Clients only and enables them to purchase electronic money or request redemption of electronic money, make payments to and accept payments from third parties. Paynnacle is an independent service provider for all purposes.
5. The availability of the Services offered by Paynnacle is contingent upon a Client undergoing a KYC and all relevant checks necessary to enable a Client to use the Website and the Services, as well as any and all periodic, regular, annual or extraordinary KYC checks related to the Client’s activity.
6. Specific conditions may be published on Paynnacle website and the Paynnacle E-Money System, as amended from time to time (e.g. Privacy Policy, Cookies Policy, AML/KYC Notice, etc.). Hence, the Client expressly undertakes to consult and review regularly Paynnacle website and the Paynnacle E-Money System to be timely informed about any changes in respect of other conditions and the Services in particular. Should the Client disagree with any updates or changes to the terms and conditions outlined on the Website at any time, the Client shall cease using the Website or the Services.

3.Relationships and communications between Paynnacle and Client

• 3.1. Paynnacle provides the Services only to authorized Clients that have been duly authorized by Paynnacle after full inspections were carried out by Paynnacle;
• 3.2. As an authorization precondition the Client must accept these Conditions and any specific conditions published from time to time on Paynnacle website;
• 3.3. During acceptance and authorization process Paynnacle has a right to request information and the Client is obliged to provide such information to Paynnacle, including, but not limited to, identification of the Client within 3 (three) Business Days. Paynnacle may further request any information that is necessary in accordance with anti-money laundering laws and regulations and Client understands and acknowledges and accepts the requirement to provide Paynnacle with any requested information within 3 (three) Business Days, otherwise Paynnacle may suspend and/or close Account, in accordance with these Conditions;
• 3.4. Paynnacle is under no obligation to accept and/or authorize any Client. Paynnacle, upon its full discretion, shall determine the scope of information which may be requested from the Client and to decide on which terms and conditions the Client is accepted and authorized;
• 3.5. It is the obligation of Client to provide (and Paynnacle has rights to request accordingly from time to time) up-to-date information on all Clients and Paynnacle, therefore, has the rights to request any additional information from time to time which the Client shall be obliged to provide. If the information is not provided, Paynnacle reserves the right to unilaterally terminate the relationships with Client with immediate effect;
• 3.6. In case if the Client fails to submit the requested documents and/or information upon Paynnacle request, Paynnacle reserves the right to deactivate Client’s Account and further decide upon the continuation of relationships with the Client;
• 3.7. The Client shall immediately (within 3 (three) Business Days) notify Paynnacle in case of any changes in circumstances or facts to any information and/or documents provided during Client’s authorization procedure;
• 3.8. Once the Client is accepted and authorized by Paynnacle, the Client will be provided with the Account with Paynnacle. The Account is personal and only the Client has a right to access and use Paynnacle Services within it and only in the frame of stated and declared activity and purposes in the application for the Account (in case planned activity and purpose changed — new application for the Account shall be submitted for the review to Paynnacle). The Client shall take all the measures necessary to protect the Login authorization data (such as: password, Login Code user ID and any other strictly personal security features) of the Account and only use the Account in accordance with these Conditions;
• 3.9. Each Client is only allowed to have one approved Account with Paynnacle. All additional information, applications or documents submit ed at any time will be attached to the only approved Account of the Client. In case if more than one Account were opened for the Client, the Client expressly instructs and authorizes Paynnacle to close one of the Accounts at its full discretion and transfer all the funds to the other Account so to keep only one Account at any time;
• 3.10. The Client isn't allowed (and shall not attempt to) tamper, hack, modify or otherwise corrupt the security or functionality of Paynnacle E-Money System. In case Paynnacle suspects that any of these activities are taking place on Client’s Account, Paynnacle reserves the right to immediately freeze the Account and all transactions on it until these suspicions are either confirmed or discredited;
• 3.11. All information may be received in English only and English shall be the language used for purposes of these Conditions and for further communication between the Client and Paynnacle;
• 3.12. The Client and Paynnacle are entitled to use means of communication, such as telephone, email and other similar technological solutions for Communications purposes as instructed by Paynnacle and admitted by the Client. By sending and receiving Communications to and from Paynnacle through any of these communication means, the Client acknowledges and agrees that he may be exposed to inherent risks such as, without limitation, the failure of hardware, software and communications infrastructure (including the Internet).
• 3.13. The content of Communications may be altered, not reach their intended recipient or do so much later than intended due to reasons outside the control of the parties, or may be duplicated, disseminated or intercepted by unauthorized parties, and/or reach other than the intended recipients. Telecommunication operators may restrict certain services and/or not accept or restrict the transfer of certain data. As a result of any system unavailability, failure or other disruption, orders may either be not executed according to the Client’s instructions or not be executed at all or may not be placed or amended. Errors, disruptions, unavailability of the means of communication or delays in the transmission may affect transactions accordingly. The Client acknowledges all risks described above and all similar risks (“Telecommunications Risks”) and agrees to use the means of telecommunication at his own risk and of his own volition, assuming full responsibility. The Client confirms that he understands and assumes the risks inherent to the use of the Paynnacle E-Money System, programming tools and other electronic communication tools.
• 3.14. The Client discharges Paynnacle from any liability in contract or in tort, with regards to any disruption of Communications arising from the materialization of Telecommunications Risks and other risks and circumstances envisaged in section 3.12. above. Paynnacle shall not be liable for any direct, indirect, incidental or implied consequences for the Client or any third party attributable to Telecommunications Risks. Paynnacle does not warrant that it will be able to maintain a continuous, uninterrupted link with the Internet, and may not be held liable therefor.
• 3.15. Paynnacle reserves the right and may record and/or protocol all telephone conversations, Internet exchanges (including chats during registration process), emails and meetings between the Client and Paynnacle at its discretion, and use such recordings or transcripts of such recordings as evidence vis-à-vis any party (including but not limited to regulatory authorities and courts of law) to whom Paynnacle deems it desirable or necessary to disclose such information in the course of any dispute or anticipated dispute involving Paynnacle and/or the Client. The Client may nonetheless not rely on the availability of such recordings.
• 3.16. The Client agrees that Paynnacle may provide notice or other information to the Client by posting it on the Paynnacle website, including the posting of information which is only accessed by the Client by logging into Clients Account, emailing it to the verified email address registered with Clients Account, calling Client by phone, or sending an SMS message. The Client must have internet access and an email account to receive communications and information relating to the Services. Above mentioned access is completely under the Client’s own responsibility.
• 3.17. With the exception of particular clauses of these Conditions a notice shall be considered to be received by the Client within 24 (twenty-four) hours of the time it is posted to the Paynnacle Website or emailed to the Client. If the notice is sent by mail, Paynnacle will consider it to have been received by the Client 3 (three) Business Days after it is sent.
• 3.18. The Client may request a copy of any legally required disclosures, including these Conditions, from Paynnacle and Paynnacle will provide it to the Client in durable medium form, e.g. by email.
• 3.19. The Client may terminate its consent to receive required disclosures through electronic communication by requesting it from Paynnacle. Paynnacle may charge the Client a document request fee to provide a paper copy. Paynnacle reserves the right to close Client’s Account, if the Client withdraws Clients consent to receive electronic communications.
• 3.20. Notices to Paynnacle made in connection with these Conditions must be sent by email to [email protected]
• 3.21. By registering or using the Paynnacle Account Client must read, agree and accept all of the terms and conditions contained in this Conditions and use of Account shall mean that the Client has unconditionally approved the Conditions.

4.Access to the Account

• 4.1. The Client shall access his Account via Website by entering Login authorization data provided to the Client by Paynnacle. In case of any problems with login authorization, the Client shall request technical assistance by contacting Paynnacle.
• 4.2. After entered by the Client Login authorization data is verified by Paynnacle, the Client shall get access to the Account and shall be able to give payment transactions’ instructions to Paynnacle.
• 4.3. In case when the Client suspects his Login authorization data is obtained by third party the Client shall immediately inform Paynnacle by asking to block his Account until full investigation and identification is carried out either by calling or by sending an email to Paynnacle.
• 4.4. Client acknowledges and accepts that Paynnacle has access to the Client Account for supervision, audit or security reasons, however Paynnacle shall not take any action with the Client Account unless explicitly stipulated by these Terms and Conditions otherwise.

5.Login authorization rules

• 5.1. The Client shall keep Login authorization data secret and fully confidential and to protect it against any misuse. The Client shall be solely responsible for the loss or misuse of any Login authorization data and shall bear exclusive liability for any consequence of their use by unauthorized persons and fully indemnify Paynnacle from any and all claims in this respect.
• 5.2. Anyone accessing the Account by entering Login authorization data shall be deemed to be the Client, without any further clarification from Paynnacle. Paynnacle remains, however, free to request additional identification elements at any time to verify the Client’s identity.
• 5.3. The Client may request Paynnacle to block his Login authorization data in case the Client suspects that it has been compromised. Such blockage may be revoked by the Client only.
• 5.4. The Client acknowledges the electronic nature of the Paynnacle E-Money System which shall be provided strictly on “AS IS” and “WITH ALL ITS FAULTS” basis.

6.Use of Wallets in Account

• 6.1. Upon authorized entrance into the Account, the Client shall be able to create electronic money Wallet or E-Wallet in different currencies which are also referred to as sub-accounts and are recorded in Paynnacle E-Money System as sub-accounts in chosen by the Client currency.
• 6.2. The Client is not required to keep balance on the Account, i.e., in one sub-account or several sub-accounts. If the Client does have a balance in Client’s Account, funds representing the balance are segregated and pooled with the balances of other Clients in an account or several accounts held by Paynnacle according to the requirements of the law and internal policies of the Paynnacle.

7.Transactions

• 7.1. In order to make a Transaction, the Client will need to: (i) fund his Account by purchasing electronic money to be credited to his Account or by receiving electronic money transferred via Paynnacle E-Money System from other Clients: (ii) prepare the transaction for execution, subject for final authorization of Paynnacle.
• 7.2. The Transaction shall be executed by Paynnacle as requested and prepared by Client upon successful final authorization of Paynnacle which shall not be unreasonably withheld. Paynnacle holds a right to reject the final authorization of the Transaction for the reasons stated in these Terms and Conditions.

8.Deposits

• 8.1. The Client may purchase electronic money by using one of the “Deposit” methods available to the Client depending on certain criteria, e.g. country of residence, etc. The Client must provide the information requested and pass all identity and security validation and verification checks prior to the receiving of acceptance by Paynnacle, which shall allow depositing funds to the Account. For any Deposit, the Client authorizes Paynnacle to obtain and receive funds on behalf of the Client from the payment source chosen by the Client, less any applicable Fees, and to issue electronic money to the Client’s Account.
• 8.2. When depositing the funds, the Client understands and expressly agrees that the funds he deposits in one chosen currency will be deposited by Paynnacle into the Client’s respective Wallet by depositing respective amount in electronic money corresponding to that particular currency in case the Client possesses Wallet in that particular currency in his Account. The Client further understands and agrees that in case, if the Client does not possess a Wallet in the currency deposited by the Client, Paynnacle may automatically open, and the Client expressly authorizes and instructs Paynnacle to do so, the Wallet in that currency and deposit these funds to that corresponding to the Client’s depositing currency Wallet or it may be converted to another currency (at Paynnacle discretion) and in its turn due to cross-border payments regulations in different regions an FX difference between the processed amounts and settlement amounts may occur. Client acknowledges this fact and shall not raise any claims in relation to the mentioned conversion.
• 8.3. The Client understands, acknowledges and accepts that due to cross-border payments regulations in different regions and settlement an FX difference between the processed amounts and settlement specific aspects amounts may occur, even the Transaction currency and Account currency are the same.
• 8.4. The Client understands and accepts that Paynnacle, upon its full discretion, may impose certain limits on amounts of purchased electronic money and/or impose special requirements and/or refuse to accept funds for electronic money purchase from the Client at the sole discretion of Paynnacle.
• 8.5. “Deposit” via Visa or MasterCard d that has been successfully processed and electronic money have been purchased and deposited into Client’s Wallet accordingly may not be canceled by the Client and no refund is available. To redeem the money deposited via Visa or MasterCard the Client shall process with “Withdrawal” of electronic money to his Visa or MasterCard, however respective Fees may apply.

9.Withdrawals

• 9.1. The Client may “Withdraw” electronic money by using one of the Withdrawal methods available to the Client on the Account depending on certain criteria, e.g. country of residence, etc. The Client must provide the information requested and pass all identity and security validation and verification checks prior to the withdrawal authorization by Paynnacle. For any Withdrawal, the Client authorizes Paynnacle to perform remittance from electronic money into Client’s base currency via the withdrawal source chosen by the Client less any applicable Fees, and to remit the electronic money back to Client.
• 9.2. The Client understands and expressly agrees that Paynnacle may only proceed with Withdrawal of Client’s funds into account that is held in Client’s name (Client is account holder and beneficiary of the account) at credit institution, i.e. bank or into account that is held in Client’s name at payment institution that has established cooperation with Paynnacle.
• 9.3. The Client understands and accepts that Paynnacle may be requested by law to impose certain limits on amounts of Withdrawal of electronic money and/or impose special requirements and/or refuse to withdraw Client’s funds until the information is submitted by the Client and all requirements under the law are fully satisfied.
• 9.4. Deposits and Withdrawals are subject to Fees and currency conversion fees depending on the method used according to the Fee Schedule available at Paynnacle website, which the Client agrees to constantly observe. Furthermore, Deposits and Withdrawals may be subject to the imposition of limits that correspond to the level of information provided by the Client, potential risk presented by the Client and may also be imposed at the sole discretion of Paynnacle.

10. Payments within the Paynnacle E-Money system

• 10.1. The Client may make Payments to other Clients and/or Clients that accept Paynnacle transfers by entering Paynnacle E-Money System. The Client is obliged to specify the purpose of the Payment, which shall conform with the specified nature of business in the Client application for the Account opening. When all the fields are filled in Paynnacle E-Money System will calculate and show the transfer Fees.
• 10.2. By making Transaction the Client expressly confirms that all the data entered is correct and shall bear the full responsibility if any mistake appeared in the entered data.
• 10.3. By making Transaction the Client provides full authorization to Paynnacle to transfer the funds as instructed. Electronic money will then be transferred within the Paynnacle E-Money system to the destination indicated by the Client. The execution of Transaction shall usually take place immediately, however, in case of technical malfunctioning the execution of Payment may delay, in which case Paynnacle will make all efforts to fix the technical malfunctioning and proceed with the Payment execution within a reasonable time.
• 10.4. The Client fully acknowledges that after proceeding Transaction the Client may no longer cancel or amend the Transaction. Thus, by making Transaction the Client irrevocably and unconditionally gives instructions to Paynnacle to proceed with it and does not intend to cancel or alter it.

11. Chargebacks

• 11.1. The Client must observe the condition of electronic money purchase. If the Client chose a payment instrument for electronic money purchase that is subject to a chargeback right, the Client agrees that it will not exercise the chargeback right and will not chargeback any electronic money purchase the Client made by using that payment instrument and that was credited to Client’s account other than on occasions where Paynnacle did not fulfill obligations under these Conditions, which would result in Client having the right to a refund of electronic money purchased.
• 11.2. Without limiting Paynnacle’s rights or remedies under these Conditions or any applicable law, if Client cancels, chargebacks or reverses an electronic money purchase, the Client is responsible for paying Paynnacle funds equal to the par value of the electronic money purchased, plus applicable fees. Paynnacle may, at its discretion, recover the amount of a canceled purchase or chargeback of electronic money by reducing the balance on Client’s account or otherwise collecting the amount from Client. Paynnacle may charge Client the fees and expenses Paynnacle incur in connection with a chargeback and action undertaken to challenge the same.

12.Internal transfers

• 12.1. The Client may make “Internal transfers” between Wallets held in different currencies. During the Internal transfer process spot exchange rate will be displayed, however, the Client expressly accepts that he understands and acknowledges that the spot exchange rates are only indicative. After proceeding the Transaction, chosen by the Client amount will be internally transferred between Wallets held in different currencies.
• 12.2. The Client may make Internal transfers by specifying recipient's (which is Paynnacle Client as well) email and/or registered phone number in accordance with Paynnacle E-Money System requirements.

13.History of Transactions in the Account

• 13.1. All the history of Transactions including charges, fees and margins, shall be recorded in the History section of the Account and shall be available to the Client at any time. The Client shall also be able, for an additional fee described at the Paynnacle website, to request Paynnacle to confirm to the Client any Transaction made and Paynnacle will be obliged to confirm any Transaction made on the Client’s Account. History also indicates statutes of the Transactions as completed, canceled or pending.

14.Security of Clients’ funds and the Account

• 14.1. Paynnacle implements and maintains procedures and measures designed to secure Client’s funds.
• 14.2. Paynnacle ensures that the funds received are legally protected in the interest of Clients.
• 14.3. Client acknowledges that certain transactions or options for receipt, purchase, transfer or redemption of electronic money: require different types of identity and security validation and verification checks, including use of third-party validation and verification systems, and Client agrees to submit to these checks if Client chooses an option to which these checks apply; and if applicable, impose certain minimum or maximum limits.
• 14.4. Paynnacle may validate and verify any information or data Client provides to Paynnacle.

15.Fees and charges

• 15.1. The Client expressly agrees to duly pay for any Services provided, e.g. for international payment transfers and currency conversions, withdrawals or amendments of payment transactions, searching and preparing printouts and documents, for performing any outstanding services for the Client by Paynnacle and sending reminders. Client expressly agrees to pay all the applicable Fees.
• 15.2. The Client acknowledges and understands that he is obliged to read and acknowledge Fees prior to instructing Paynnacle to make any Transactions. The Fees document contains all applicable interest rates, commissions and fees for Services provided by Paynnacle, thus the Client shall observe these at all times.
• 15.3. In case the Transaction initiated by the Client requires a currency exchange, the current spot rate provided by the liquidity provider will be applied.
• 15.4. The Client agrees that any Fees that are due by the Client to Paynnacle shall be withdrawn by Paynnacle directly from the Client’s Account at any time.
• 15.5. Paynnacle reserves the right to introduce new services and to, therefore, introduce new charges which the Client obliges to pay in accordance to these Conditions. New charges that are favorable to the Client may be introduced without prior notice.
• 15.6. Paynnacle is entitled to unilaterally amend the Fees. Paynnacle shall notify the Client of these changes by setting the date when the new Fees take effect.
• 15.7. Paynnacle reserves the right to deduct all the losses resulting from the Client's unauthorized actions.
• 15.8. The Client remunerates the Paynnacle for opening, maintenance and closing of Accounts, execution of the Transactions and other services in accordance with the Fees. The Client is obligated to get himself/herself acquainted with the Fees and/or exchange rates.
• 15.9. Changes to exchange rates shall come into effect immediately without notice and the Client shall not have the right to object to such a change.

16.Uncleared funds and payments, negative balance

• 16.1. Certain electronic money purchase options may entitle Client to have electronic money credited to its account before payment for electronic money purchase and applicable fees are cleared by Client’s designated financial institution or association or other payment service provider. In that case, Paynnacle may periodically present these uncleared payments to Client’s financial institution or association or other payment service provider, as applicable. In addition, Paynnacle may debit insufficient funds and uncleared payments from Client’s account, obtain them from Client’s designated financial institution or association or other payment service provider, as applicable, or collect them from Client in other ways. Paynnacle will tell Client before Paynnacle does this unless telling Client would compromise reasonable security measures or otherwise be unlawful, in which case Paynnacle will tell Client when Paynnacle is permitted to do so.
• 16.2. Further, a negative balance on Client’s account is a situation when there is insufficient electronic money in Client’s account. A negative balance on Client’s account may occur for various reasons described in these Conditions (for example, if Client uses a chargeback right despite not being permitted to do so under these Conditions or Paynnacle claims repayment of an ungrounded refund of electronic money Client received from Paynnacle). Any negative balance on Client’s account is Client’s debt to Paynnacle with an immediate payment term. Paynnacle may require and collect payment from Client to cover an outstanding negative balance on Client’s account at any time. Failure by Client to make payment is a breach of these Conditions. Paynnacle may at any time send Client reminders or take other debt collection measures, including, but not limited to, mandating a debt collection agency or solicitors or pursuing a court claim. Paynnacle may also charge Client fees and expenses Paynnacle reasonably incur in connection with debt collection or enforcement efforts.

17.Restricted activity

• 17.1. Paynnacle does not accept payments from or to sanctioned countries and territories in accordance with the laws, regulations and internal policies.
• 17.2. Paynnacle does not provide services to Clients, who are engaged in restricted activities. For the purposes of these Conditions the restricted activities are: breach of these Conditions; breach of law, statute, contract or regulation; breaches of Paynnacle copyrights, patents, trademarks or any other intellectual property rights; provision of false, inaccurate or misleading information; failure to provide information as requested by Paynnacle; send or submit to Paynnacle documents that Paynnacle reasonably believes to be fraudulent; attempt any action that might lead to unjust enrichment during the dispute; usage of anonymous proxy; use services provided by Paynnacle that may result in dispute, claim, fines etc.; disclose information of other Clients to third parties; facilitate any viruses, Trojan horses, worms or other computer programming tools that may make damage to Paynnacle E-Money system.

18.Unauthorized transactions

• 18.1. It is Client’s sole responsibility to ensure that Client does not use Paynnacle services for a transaction that may be considered illegal.
• 18.2. Client must not engage in any of the following:
1. use Paynnacle Services to obtain a cash advance from Client’s credit/debit card (or assist others to do so);
2. use Paynnacle Services in a manner that may result in abuse of a bank's reversal process, credit card system or violation of credit card association rules;
3. use Paynnacle Services for any purpose contrary to laws, contracts, statutes or regulations that apply to Client, including without limitation those concerning money laundering, fraud, criminal activity, financial services, unfair competition or consumer protection;
4. send unsolicited email or similar methods of mass messaging (spam);
5. tamper, hack, modify, damage, interfere with or otherwise corrupt the security or functionality of Paynnacle Services, or attempt to do so;
6. breach Paynnacle or a third party's intellectual property rights;
7. refuse to cooperate in an investigation to confirm Client’s or Client representative’s or beneficial owner’s identity or information Client provides to Paynnacle or refuse to let Paynnacle have information or documents that Paynnacle may receive from Client under any applicable law and these Conditions.
• 18.3. This list is not exhaustive, and it is the Client's responsibility to ensure that Client does not use Paynnacle Services for transactions and other purposes that may be considered illegal.

19.Additional Client warranties

• 19.1. The Client warrants and represents that:
1. where it is a registered entity (in any form, e.g. LLC), the Client will have and maintain at least 1 (One) director who is domiciled in the place of the Clients incorporation and registered address;
2. The Client Products/Services that are compliant with applicable law in any jurisdiction in or to which the Client is making its goods and services available;
3. The Client has at all times all requisite licences and permits in place to engage in the advertising and provision of its goods and services;
4. The Client is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Client is not sending or receiving funds to or from an illegal source.
• 19.2. The Client warrants to indemnify Paynnacle against any losses, costs, liabilities, expenses, including attorneys’ fees arising out of Client’s failure to fully comply with these Conditions.
• 19.3. The Client agrees that Paynnacle may deduct at its own discretion all the losses and expenses specified in these Terms and Conditions or the agreements entered into between the Client and Paynnacle.

20. Suspending and closing an Account

• 20.1. Client may close Client’s account upon a 1 (one) month prior notice to Paynnacle. To do so, Client must notify the Paynnacle of Client’s decision to close Client’s account. At Client’s request, Paynnacle may agree to close Client’s account immediately. Client’s account is closed immediately if Paynnacle receives notice from Client that Client does not agree with changes to these Conditions. If Client closes Client’s account, Client is responsible for canceling pending transactions from Client’s account and any pending electronic money transfers to Client’s account.
• 20.2. Closing Client’s account does not mean that Paynnacle deletes data (including personal data) that Paynnacle holds on Client. Paynnacle will continue to store this data, including the Transaction history, for at least 5 (five) years or longer, if so required by any applicable law or for any other reason specified in Paynnacle Privacy Policy.
• 20.3. Paynnacle may close Client’s account or any payment service associated with it by giving Client a 10 (ten) Business Days prior notice.
• 20.4. Paynnacle may at its discretion suspend or otherwise restrict the functionality of Client’s account and Client’s right to request transactions and receive electronic money transfers or close Client’s account at any time without any prior notice, including, but not limited to, for any of the following reasons;
• 20.5. Paynnacle suspect unauthorized or fraudulent use of Client’s account or that Client’s account has been accessed without Client’s authorization;
• 20.6. Paynnacle suspect that any of the login details of Client’s account has been compromised;
• 20.7. Paynnacle has reasonable grounds to believe that Client has seriously or persistently broken any provision of these Conditions;
• 20.8. Client inappropriately lets someone else use Client’s account; Client give Paynnacle false information or document(s) at any time;
• 20.9. Paynnacle have reasonable grounds to believe that Client’s account has been used in connection with unauthorized or unusual credit/debit card or bank account use, including without limitation, a notice of the same by Client’s bank or credit/debit card issuer;
• 20.10. Client abuses the reversal or chargeback process through Client’s bank or credit card company;
• 20.11. Client refuses when requested to cooperate with an investigation or to provide adequate confirmation of identity or other identity or security information;
• 20.12. Client initiates or consent to Transactions that may be considered to be cash advances or assisting in cash advances;
• 20.13. Client’s account has been used, attempted to be used or allegedly used in or to facilitate criminal or other illegal or fraudulent activity against Paynnacle or someone else, including, but not limited to, receipt or transfer of potentially fraudulent funds or proceeds of crime;
• 20.14. Paynnacle believes that Client’s account or activities pose a security, credit or fraud risk to Paynnacle;
• 20.15. Paynnacle is complying with money laundering or terrorist financing investigations conducted by government authorities, agencies or commissions;
• 20.16. Client has offered threats or have been abusive to Paynnacle staff;
• 20.17. Client becomes insolvent or bankrupt, or Client’s commercial activities are suspended or terminated;
• 20.18. Client puts Paynnacle in a position where Paynnacle might break a law that applies to Paynnacle if Paynnacle continues maintaining Client’s account;
• 20.19. Client violates or Paynnacle has reason to believe that Client is in violation of any law applicable to Client’s use of Paynnacle services;
• 20.20. Paynnacle reasonably believes that Paynnacle is required to do so by any applicable law or in order to comply with recommendations, decrees or instructions issued by a government authority or recognized body for the prevention of crime, or effective court order.
• 20.21. Unless informing Client would compromise reasonable security measures or otherwise be unlawful, Paynnacle will where practicable notify Client in advance or immediately afterwards of the closing of Client’s account or suspension or restriction of the functionality of Client’s account and Client’s right to request Transactions and receive electronic money transfers. If the reason for the suspension of Client’s account can be reasonably cured or remedied, Paynnacle will notify Client of action to be taken to eliminate the reason and to restore the functionality of Client’s account.
• 20.22. If Paynnacle closes Client’s account, Paynnacle will redeem any unrestricted or undisputed amount of electronic money in Client’s account according to these Conditions.
• 20.23. If Paynnacle suspects that Client is engaging in an activity referred to these Conditions, Paynnacle may contact the relevant government authority, recognized crime prevention body and other third parties and disclose details of any prohibited activities, under Paynnacle Privacy Policy or any applicable law and/or take legal action against Client.
• 20.24. If Client does not access Client’s account for 9 (nine) months, Paynnacle will close it. After closure Paynnacle will attempt to notify Client using the last contact details Client gave Paynnacle to try to send Client any funds for redemption in Client’s account. If that information is not correct and Paynnacle are unable to complete the payment to the Client, then the available balance on the Client's account.

21.Confidentiality

• 21.1. Neither party shall disclose to any person (unless required to do so by any applicable law or by any regulatory or supervisory authority or by any other person entitled by law to require such disclosure) any information relating to the business, transactions, finances or other matters of confidential nature of the other party which it may in the course of its duties or otherwise become aware, and each party shall use all reasonable endeavors to prevent any such disclosure.
• 21.2. By adhering to these Conditions the Client acknowledges, understand and accept that its data such as, including but not limited to, email and/or phone number may be processed by Paynnacle and may be demonstrated to another Paynnacle Client in the frame of using Paynnacle E-Money System, as a result of Paynnacle recommendations to the Client in relation to different Transaction methods within the Paynnacle E-Money System.
• 21.3. By adhering to these Conditions, the Client authorizes Paynnacle to disclose such information relating to the Client as may be required by any law, rule, counterparties or regulatory authority without prior notice to the Client.
• 21.4. By accepting these Conditions, Client also agrees to the Paynnacle Privacy Policy. Personal Information and non-personal information Client provide to Paynnacle when using Paynnacle services may be transferred outside of Canada and/or the EEA for the purpose of providing Paynnacle services to Client. By agreeing to these Conditions, Client consents to this transfer.
• 21.5. Client acknowledges and agrees that Paynnacle and Client are independently acting as data controllers with respect to any personal information processed when providing or using Paynnacle services, respectively. It is explicitly stated that Paynnacle and Client are not joint data controllers. Paynnacle is a data controller with respect to personal information received from Client or third parties. Client is a data controller with respect to personal information received from Paynnacle or third parties.
• 21.6. Paynnacle is fully responsible for Paynnacle compliance with the applicable data and privacy laws. Client is fully responsible for Client’s compliance with the applicable data and privacy laws, including obtaining all consents that may be necessary to provide personal information to Paynnacle or third parties.
• 21.7. Client shall have its own independently determined privacy policy, notices and procedures for personal information Client processes as a data controller. In complying with the applicable data and privacy laws Client and Paynnacle shall each separately without limitation:
1. implement and maintain at all times all appropriate technical and organizational security measures in relation to the processing of personal information;
2. maintain a record of all activities on the processing of personal information carried out;
3. provide information as may be reasonably requested by the other party to demonstrate compliance with obligations under the applicable data and privacy laws;
4. not knowingly do anything to permit anything to be done which might lead to a breach by the other party of the data and privacy laws applicable to that party.
• 21.8. Client acknowledges and accepts that:
1. for quality assurance, security and fraud detection purposes, when speaking to members of Paynnacle Client support service, Client’s call may be monitored and/or recorded;
2. for fraud and security purposes Paynnacle keeps personal information submitted by Client even after Client’s account is closed if so requested by the applicable law, Conditions or Paynnacle Privacy Policy;
3. for identity validation and verification purposes Paynnacle may make the following information available to other business entities and users to which Client transfers electronic money or from which Client receives electronic money transfers: Client’s name, account number, legal jurisdiction, address, email address and/or IP address.
• 21.9. Client further acknowledges and undertakes to maintain the confidentiality of information, including the confidentiality of technical and financial information, Client receives while using or receiving Paynnacle services about other business entities, users or Paynnacle, or Paynnacle’s technology and Client undertakes to use this information only in connection with Paynnacle services.
• 21.10. Client agrees that Paynnacle carries out processing of personal and other data in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable laws and regulations. Paynnacle carries out the processing of personal data of the Client, its representatives, authorized persons, representatives, beneficial owners and other third parties related to the Client, including the collection, registration, input, storage, arranging, modification, using, transferring, transmission and disclosure of data, blocking or deletion, and the Client is obliged to obtain consent to all data processing mentioned in this clause from all persons whose personal data they have transferred to Paynnacle. The purpose of personal data processing is compliance with local and international laws and regulations, Client registration, the provision, offering and maintenance of Paynnacle products and services, the security of employees, the security of Paynnacle property (assets), the performance of the duties prescribed by law, and the other legal interests of Paynnacle. The Personal Data Controller is Paynnacle.

22.Waiver of rights

• 22.1. The rights and remedies contained in these Conditions shall be cumulative and not exclusive of any rights or remedies provided by law. No delay or omission of Paynnacle in exercising any right, power or remedy provided by law or under these Conditions, or partial or defective exercise thereof, shall:
1. impair or prevent any further or other exercises of such right, power or remedy;
2. operate as a waiver of such right, power or remedy.
• 22.2. No waiver of a breach of all or part of these Conditions shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of any future breach of the same or as authorizing a continuation of a particular breach.

23.Remedies and Liability

• 23.1. The Client shall indemnify Paynnacle and keep Paynnacle indemnified against all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise, and including reasonable legal fees) which may be suffered or incurred by Paynnacle as a result of or in connection with:
1. Any breach of these Conditions by the Client;
2. As a result of illegal actions performed by the Client using Paynnacle services.
• 23.2. Client shall pay the following fixed penalty for the following breach:
1. For the admitted aggregation (which isn't declared in the Сustomer application and doesn’t comply with e-shop stated goods and services type) in amount of 3500,00 EUR (three thousand five hundred euro and 00 cents) for each MID (merchant identification number) existing day;
2. For the inability to provide settlement account details within 10 (Ten) calendar days in amount of 1000,00 EUR (one thousand euro and 00 cents) per week;
3. In case of arrest of Client funds according to sanction issued by Financial regulatory authority and/or other governmental authorities in an amount of 5000,00 EUR (five thousand euro and 00 cents) per day;
4. For failure to provide KYC information upon request of Paynnacle in accordance with clause 3.3. of present Terms and Conditions within 10 (Ten) Business days in amount of 1000,00 EUR (one thousand euro and 00 cents) for each day of delay. This clause applies only in case the volume of unresponded and/or not provided KYC of Client exceeds reasonable volumes, determined by Paynnacle.
• 23.3. Paynnacle provides services to Client subject to Client statutory rights but otherwise provided without any warranty or condition, express or implied, except as specifically stated in this Conditions. Paynnacle does not have any control over the products or services that are paid for using the Paynnacle services and Paynnacle cannot ensure that a merchant Client is dealing with will actually complete the transaction or is authorized to do so.
• 23.4. Client acknowledges that access to the Website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.
• 23.5. Paynnacle makes every effort to ensure that the information contained in Paynnacle correspondence, reports, on the Website and given verbally by Paynnacle directors, officers and staff is accurate to the best of Paynnacle belief at the time the information is provided. However, Paynnacle cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by Client. Client must check all correspondence between us carefully and tell Paynnacle as soon as possible if it includes something which appears to Client to be wrong or not made in accordance with Client instructions.
• 23.6. Paynnacle shall not be liable for any disruption or impairment of Paynnacle service or for disruptions or impairments of intermediary services on which Paynnacle rely for the performance of Client obligations hereunder, provided that such disruption or impairment is due to any circumstances beyond Paynnacle reasonable control or the control of the intermediary affected.
• 23.7. No warranty is given save for a warranty that Paynnacle will provide the services subject only to Client statutory rights.
• 23.8. Paynnacle shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business and loss of reputation. Paynnacle shall not be liable for any losses arising from Paynnacle compliance with legal and regulatory requirements.
• 23.9. Nothing in these Conditions shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.
• 23.10. Paynnacle obligation under this Conditions is limited to providing Client with a payment service or electronic money account and related payment services and does not make any statement in relation to or endorsement of the quality, safety or legality of any goods or services provided by a Client or Client’s client.
• 23.11. Paynnacle shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from the underlying commercial transaction between Client and another Paynnacle Client or Client’s client.
• 23.12. Client agree to defend, reimburse or compensate Paynnacle and hold Paynnacle and Paynnacle other companies in Paynnacle corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that Paynnacle incur or suffer due to or arising out of Client or Client agents’ breach of this Conditions, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between Paynnacle and Client.
• 23.13. Paynnacle shall only be liable to Client for loss or damage caused directly and reasonably foreseeable by Paynnacle breach of this Conditions and Paynnacle liability in these circumstances is limited as set out in this Conditions.
• 23.14. In no event shall Paynnacle, the other companies in Paynnacle corporate group, persons who act on Paynnacle behalf, and/or the persons Paynnacle enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to this Conditions (whether in contract, tort (including, without limitation, negligence) or otherwise:
1. any loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such damages, loss of profits, goodwill, business, contracts, revenue or anticipated savings; or
2. any loss or corruption of data; or
3. any loss or damage whatsoever which does not stem directly from Paynnacle breach of this Conditions; or
4. any loss or damage whatsoever which is in excess of that which was caused as a direct result of Paynnacle breach of this Conditions (whether or not Client are able to prove such loss or damage).
• 23.15. Nothing in this Agreement shall limit Paynnacle liability resulting from Paynnacle fraud or fraudulent misrepresentation, gross negligence, misconduct, for death or personal injury resulting from either Paynnacle or Paynnacle subcontractor’s gross negligence or to the extent such limitation or exclusion is not permitted by applicable law.

24.Resolutions of disputes and applicable law

• 24.1. The Client and Paynnacle shall make every endeavour to amicably resolve any dispute, in good faith and in a constructive manner. The Client acknowledges and agrees that threats and blackmailing towards Paynnacle are prohibited and constitute a valid ground for interrupting negotiations and for immediate termination of any Business relationships;
• 24.2. In carrying out any activities under this Agreement, the Parties shall observe the laws of Ontario, Canada. In the first instance, the Client shall raise any complaint relating to the services provided under this Conditions with Paynnacle.
• 24.3. The Client and Paynnacle shall make every reasonable effort to settle any dispute between them relating to this Agreement through negotiation. Should a dispute remain unsettled after such negotiation, it shall be resolved exclusively by the courts of Ontario, Canada.
• 24.4. These Conditions are governed by the laws of Ontario, Canada.
• 24.5. In carrying out any activities under this Agreement, the Parties shall observe applicable laws and regulations and rules of international payment system (such as but not limited to Visa Europe, Mastercard Worldwide).

25.Assignment of rights and obligations to third parties

• 25.1. None of the Parties shall assign or transfer these Conditions or any or all of their rights and/or obligations under these Conditions nor any part of it, nor any benefit nor interest in or under it, to any third party without the prior written consent of the other Party which shall not be unreasonably withheld; provided, however that Paynnacle may assign these Conditions without the consent or approval of Client to Paynnacle parent or subsidiary or associated companies, in connection with a merger, reorganization, recapitalization or sale of all of or substantially all of Paynnacle stock, business or assets. Any attempt to assign these Conditions other than as permitted herein shall be null and void. Subject to the foregoing, these Conditions will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

26.Force majeure

• 26.1. No failure or omission by any Party to carry out its obligations or observe any of the stipulations or conditions of these Conditions shall give rise to any claims against the party in question or be deemed a breach of this Conditions, if such failure or omission arises from a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, blockades, embargos, sabotage, strikes, lockout, shortage of labor, delay in deliveries of whatsoever from sub-contractors or machine failure caused by force majeure, or any other event beyond the control of the party in question.

27.Notifications

• 27.1. Any notice to be given by either of the Parties hereto to the other in connection with this Conditions shall be in writing and shall be delivered to the address stated in this Conditions or Client application or to such other address as either party may notify to the other for such purpose unless provision of notice is explicitly stipulated otherwise by these Conditions.

28.Grant of License

• 28.1. Client while using Paynnacle software such as an API, reporting system, software developer’s toolkit or other software application that Client have downloaded to Client computer, device, or other platform then Paynnacle and its licensors grant Client a limited nonexclusive license to use the software in accordance with the documentation, including all updates, upgrades, new versions and replacement software, as described herein for Client personal use only. Client may not rent, lease or otherwise transfer his rights in the software to a third party. Client must comply with the implementation and use requirements contained in all documentation, together with any instructions provided by Paynnacle from time to time accompanying the Paynnacle services (including, without limitation, any implementation and use requirements Paynnacle impose on Client to comply with applicable laws and card scheme rules and regulations).
• 28.2. If Client do not comply with Paynnacle instructions, implementation and use requirements Client will be liable for all resulting damages suffered by Client, Paynnacle and third parties. Client agrees not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, decompile or otherwise attempt to create any source code which is derived from the software. Client acknowledge that all rights, title and interest to Paynnacle’s software are owned by Paynnacle. Any third party software application Client use on Paynnacle website is subject to the license Client agreed to with the third party that provides Client with this software.

29.Modifications to these Terms and Conditions

• 29.1. Paynnacle shall be entitled to amend these Conditions at any time by giving a notice including but not limited to a notice given by email to the Client or posted on Paynnacle Payment’s website or presented when the Client accesses his Account. Such changes and/or amendments shall become effective on the date specified in the notice unless expressly disapproved by the Client within 30 (Thirty) calendar days as from the date of notification, however, any such objection shall constitute a notice by the Client to terminate any concluded agreements between the Parties and close all accounts within Paynnacle and in such case the parties may exercise their right to terminate the relationship in accordance with these Conditions;
• 29.2. Paynnacle expressly reserves the right to use its website to inform the Client about any changes in these Conditions and the posting of a notice on Paynnacle Payment’s website shall be deemed a valid notification of such changes to the Client. The Client undertakes to regularly review Paynnacle Payment’s website and/or to regularly access his online reporting where relevant information may be published.