Terms of Use

This Agreement is a contract between you and PAYDIRECT BILLING SOLUTIONS INC. (the “Company”, “we” or “us”) and applies to your use of the Services (as defined below). You must read, agree with, and accept all of the terms and conditions contained in this Agreement. Each time you use or access the Services, you agree and accept the terms and conditions of this Agreement. If you find this Agreement unacceptable to you at any time, please discontinue your use of the Services.

1. Definitions

   1. “Agreement” means this agreement including all subsequent amendments.

   2. “Authorization” or “Authorize” mean your authorization to the use of a Service, and if making a Payment Transaction, your approval granted to us to make a payment when you enter your Financial Institution Login Information and click “Approve”.

   3. “Business Days” means Monday through Friday, excluding Holidays.

   4. “Chargeback” means a request made by a User directly to their Financial Institution to invalidate or reverse a payment.

   5. “Claim” means a request for reimbursement made to us by the User.

   6. “Financial Institution” means the bank, credit union, trust company or other institution designated by a User to fund a Payment Transaction to the Merchant.

   7. “Financial Institution Account” means a User’s account at the Financial Institution that holds the funds used to make a Payment Transaction to a Merchant.

   8. “Financial Institution Login Information” means your existing access information for your online banking, which may consist of a login and password, debit card number, security answers, social insurance number (SIN) or any other information that you have provided to your Financial Institution to authenticate your use of their online banking services.

   9. “Holidays” means the days that banks located in Ontario or in your jurisdiction are closed. If a Holiday falls on a Saturday or Sunday, we will observe the Holiday on the following Monday.

   10. “Identity Verification Provider” means an eligible organization in Canada that participates in Identity Verification Transactions performed through Online Bank Verification and that generates or holds User information, including a financial institution, credit bureau, telecommunications provider, government departments and agencies and other eligible third parties.

   11. “Identity Verification Transactions” means identity verification transactions Authorized by a User using Online Bank Verification.

   12. “Merchant” is an entity selling goods and/or services and using the Services to receive payment from the User or for identity verification of the User.

   13. “Merchant Processing Delay” means any delay between the time you Authorize a payment and the time the Merchant recognizes your payment as being made.

   14. “Payment Transaction” means a payment to a Merchant that you Authorize through the use of the iDebit, Instadebit or INTERAC e-TransferⓇ services, or a refund from a Merchant.

   15. “Pending Refund” means funds that have been refunded from a Merchant to a User that have not yet been transferred to the User’s Financial Institution Account.

   16. “Personal Information” means any personally identifiable information or Financial Institution Login Information provided by the User or third party verification service, including, but not limited to full name, address, telephone number, date of birth, Financial Institution Account and Financial Institution data.

   17. “Policy,” or “Policies” means any Policy or other agreement between you and us that you entered into, or in connection with your use of the Services.

   18. “Restricted Activities” means those activities described in this Agreement under the section “Restricted Activities”.

   19. “Reversal” means an action taken by a User or a User’s Financial Institution to reverse or stop the settlement of funds that have been Authorized.

   20. “Services” means those services offered by us and listed in this Agreement under the section “Description of Services”.

   21. “Service Credentials” mean the username, password or other information that you use to Authorize Payment Transactions, Identity Verification Transactions or to access your User Profile.

   22. “Third Party” or “Third Parties” means a person(s) or entity other than the parties to this Agreement.

   23. “User”, “you” or “your” means you and any other person using the Services.

   24. “User Information” means all personal information and other information about you, that is generated or held by Identity Verification Providers and that is available to be shared through Online Bank Verification.

   25. “User Profile” means the collected transaction and personal data on your profile page available through secure login on our website for your convenience.

GENERAL TERMS

2. Description of Services

   1. iDebit (Bill Payment or Electronic Funds Transfer) — Through this service, we provide third-party payment processing services on behalf of Merchants using bill payment or electronic funds transfer. Through iDebit, Merchants can accept payments from Users such as yourself for the purchase of goods and services from a Merchant's website, in the form of a debit from your Financial Institution Account. During a Purchase Transaction, you will be redirected with the payment data from the Merchant website to your Financial Institution's online banking site. To facilitate each payment, we will request that you enter your Financial Institution Login Information to access your Financial Institution Account and approve the payment for the purchased goods or services through the online bill payment or electronic funds transfer functionality offered by your Financial Institution. Your Financial Institution Login Information will not be stored by us and, as such, must be re-entered by you on every transaction.

   2. Instadebit (Electronic Funds Transfer) — Through this service, we provide a transaction platform that facilitates consumer-to-merchant financial transactions for Users. Through Instadebit, Merchants can accept payments from Users such as yourself for the purchase of goods and services from a Merchant's website. Your Instadebit account acts as a holding account, allowing you to move funds to Merchants, back to your holding account, and back to a different Merchant, without moving funds back to your Financial Institution Account.

   3. INTERAC e-Transfer — Through this service, we provide third-party payment processing services on behalf of Merchants using INTERAC e-Transfer. INTERAC e-Transfer is a payment service provided by Interac Corp. that lets a party make or receive a payment to or from another party electronically. To facilitate each payment, we will request you enter your Financial Institution Login Information to access your Financial Institution Account and approve the payment for the purchased goods or services through the INTERAC e-Transfer functionality offered by your Financial Institution. Your Financial Institution Login Information will not be stored by us and, as such, must be re-entered by you on every transaction.

   4. Online Bank Verification (Identity Verification) — Through this service, we provide identification verification services through online bank-based verification. To facilitate identity verification, we will request you enter your Financial Institution Login Information to access your Financial Institution Account. Your Financial Institution Login Information will not be stored by us and, as such, must be re-entered by you on every transaction.

3. Service Access

   1. Access to a Financial Institution Account is limited to currently available institutions and may not include all account types from all institutions, and may not include your Financial Institution. One or more of the Services may not be available to you depending on which Financial Institution(s) you use. Furthermore, for those Financial Institutions that are available for one or more of the Services, access is dependent on you providing us access to certain information in order for our servers to communicate with your Financial Institution's server, potentially including your name, government ID number, account number, personal identification number (PIN) or other personal information. This information will only include information you have already provided to your Financial Institution for online access. Further, you acknowledge that providing Financial Institution Login Information through one of the Services may constitute a grant of authority to access your Financial Institution Account for purposes that include the entering of Merchant payment data, confirming the balance in your Financial Institution Account, submitting the Payment Transaction requested by the Merchant for clearing through bill payment or other electronic fund clearing networks and providing confirmation to the Merchant that the Payment Transaction has been completed.

   2. We cannot guarantee access if the internet connection for your online or internet service provider or chosen Financial Institution is down or inaccessible or if you provide incorrect information. Should your chosen Financial Institution terminate your online access to their servers or should your internet service provider terminate your service, the Services will be inaccessible to you. We are not responsible for any fees, long-distance, toll or other charges you incur while using the Services.

   3. The Company is not a bank or Financial Institution. The Company is a third party processor that facilitates Payment Transactions and Identity Verification Transactions on behalf of Merchants. Funds held by us or our service providers (including any Financial Institution service providers) in connection with the processing of Payment Transactions are not deposit obligations and are not insured for the benefit of the User by any insurance or government agencies.

4. Your Financial Institution

   1. You understand that we provide a link to your Financial Institution for your convenience, but that (i) by activating the link you authorize us to access your Financial Institution's website, and (ii) you are responsible for all bill payments or electronic money transfers made by you using this Service.

   2. You understand that your Financial Institution may not have consented to and/or endorsed, and may not have knowledge of the access by you through the Company to its online banking service and that in this context we are acting as a facilitator on behalf of the Merchant and you, and not on the behalf of any Financial Institution. Your Financial Institution may discourage or prohibit the disclosure of Financial Institution Login Information or deny liability to you if the Financial Institution Login Information is disclosed to us. We do not warrant or represent that our Services comply with the terms set forth by your Financial Institution. If you have any concerns as to whether the disclosure of your Financial Institution Login Information to us is permitted, what the consequences of such disclosures are, and what liability will be in connection with such disclosure, you should review your agreement with your Financial Institution. You should take all necessary actions to ensure that we are an authorized user on your account with the Financial Institution.

5. Your Username, Password and Security

   When you elect to create an account with us, you will select a username and password to Authorize the use of the Services and to access your User Profile in the future. You are solely responsible for use of the Services. You agree to protect and keep confidential your password to prevent unauthorized use of the Services. If you are aware or suspect that your password has been misused, lost, or stolen or is known by an unauthorized individual, you must notify us immediately. We not responsible for losses incurred as a result of misuse of passwords or accounts. You agree to accept full responsibility for any transaction or liabilities that arise from a violation of this clause.

6. Your Privacy

   1. Except as outlined in the Privacy Policy, and in this Agreement under the section “Eligibility and Identity Verification”, we will not sell, exchange, or release your personal information or Financial Institution Login Information to any Third Party without your express written permission, unless required by law, court, or governmental order. Notwithstanding, we may share or publicly disclose compiled, aggregated data containing information that does not personally identify you. We store and process your Personal Information on computers located in Canada that are protected by physical as well as technological security devices. You should only log in to your User Profile on a page that begins with https://www.instadebit.com/, https://www.idebitpayments.com and has the correlating domain security certificate present. All of our secure transaction pages begin with https://www.instadebit.com/ or https://www.idebitpayments.com and therefore you should not use any other site that does not begin as such. We use third parties to verify and certify our privacy principles. If you object to your information being transferred or used in this way, please do not use our Services. See the relevant privacy policy as linked to above for more information on our privacy practices.

   2. You consent to have your name (but not your password, social insurance number, date of birth or any other private information) made available as identification to Merchants to whom you have made a Payment Transaction. You acknowledge that we work with Third Party payment service providers and financial data service providers, which may change from time to time, to access bank account information, and that you may need to separately agree to the terms and conditions of such Third Parties in order to use the Services.

7. Eligibility and Identity Verification

   1. In order to use the Services, you must provide us with valid and accurate information, including but not limited to: full name, home address and telephone number, a country specific government ID number, date of birth, social insurance number and Financial Institution Login Information. We reserve the right to refuse Payment Transactions on the basis of identity inconsistencies, suspected fraud, or any other reason deemed sufficient by us. You authorize us, directly or through Third Parties, to make any inquiries we consider necessary to validate your identity. You authorize us to access your credit bureau file and other Third Party data sources to verify the personal information you have supplied, for insufficiently funded transactions, and negative or fraudulent activity. We have the right to obtain your credit report and to adjust your account status according to our assessment of your credit risk. We will only use Third Party identity verification suppliers that meet our privacy protection standards. Because User verification on the internet is difficult, we cannot and do not guarantee it will be able to verify every User's identity.

   2. You authorize us to store your Personal Information and to associate this information with your Service Credentials in order to allow you to Authorize Payment Transactions or Identity Verification Transactions without the need to re-enter your Personal Information and to access your User Profile through the our website.

   3. To be eligible for our Services, you must have attained the age of majority in your jurisdiction and be a resident of one of our supported countries. We accept no responsibility for verifying the age of any User or the appropriateness or legal compliance of the age verification policies or procedures employed by any Merchant or whether any policies or procedures are in place.

8. Method of Communication

   1. To the extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your use of the Services, may be provided to you electronically and you agree to receive communications in an electronic form. Electronic communications may be posted on the pages within the PayDirect website, Instadebit website and/or iDebit website and/or delivered to your email address. You should print a copy of any communications and retain them for your records. All communications in either electronic or paper format will be considered to be in "writing," and are considered received no later than 5 Business Days after posting or dissemination, whether or not you have received or retrieved the communication. We reserve the right, but assumes no obligation, to provide communications in paper format. Your consent to receive communications electronically is valid until you revoke your consent by notifying us of your decision to do so, by sending an email message to support@idebitpayments.com, support@instadebitpayments.com or support@paydirectnow.com. If you revoke your consent to receive communications electronically, we may terminate your right to use the Services.

   2. For security reasons, when you contact our customer service department you may be required to verify your identity through various forms of identification such as photo identification, bank documents or utility bills.

9. Intellectual Property

   "idebitpayments.com," "iDebit,", “INSTADEBIT.com”, “INSTADEBITTM”, “INSTADEBIT Payment Processing”, and “INSTADEBIT IFTTM”, “Paydirectbillingsolutions.com”, “PayDirect Now” and all related logos, products and services described in our websites or other communications are either trademarks or registered trademarks of the Company or its licensors. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of the Company. You may not copy, imitate, or use them without our prior written consent.

10. Service Fees

    Fees for use of the Services are posted in the following locations as applicable to the individual product being used:

    iDebit:	https://www.idebitpayments.com/faqs.html
    INSTADEBIT:	https://www.instadebit.com/faqs.jsp

    We reserve the right to change the fees we charge for Services from time to time. Updates will be indicated on the applicable webpage and will be displayed on the approval page of the transaction. However, your Financial Institution may charge you a fee for transactions to and from your Financial Institution Account, insufficiently funded transactions (NSF) and potentially other service fees. You should consult the terms and conditions of your Financial Institution for more information about any such fees. You are entirely responsible for any fees charged by your Financial Institution that result from your use of the Services.

11. Currency Conversion

    We provide currency conversion for your convenience through a third party currency conversion service. We and our third party partners set the exchange rate which includes a premium to compensate for the currency risk involved in the provision of this service. You agree that the rate of exchange for any currency transaction initiated by you for either deposits or withdrawals will be set by us at our sole discretion and that the rate may differ from the spot rate or the rate offered by other financial institutions. You agree that we may include a conversion fee in the rate we provide to you for deposits and withdrawals. The applicable currency conversion rate and fees will be presented to you for acceptance before proceeding with a Payment Transaction.

12. Refused Payment Transactions

    1. We do not guarantee that the Merchant or your Financial Institution will accept or process any Payment Transaction made by any User. You agree that you will not hold us liable for any losses or damages resulting from a Merchant's or Financial Institution's decision not to accept or process a Payment Transaction made through the Services. If you initiate a transaction on an account that is returned or refused by your Bank for any reason including but not limited to insufficient funds, closed or suspended accounts, we will request information that will enable us to collect any unclaimed, refunded, or denied payment from your Financial Institution Account within 30 days of the date you initiate payment. In the case of funds to be refunded to your Financial Institution Account, you agree to provide us with all necessary information to refund your money. This information may include the name of your Financial Institution, routing/IBAN/SWIFT and account number.

    2. Furthermore, you agree that if you are unwilling to provide this information, we may refund your money by sending a cheque or money order to your address registered with the applicable Service and charge you a fee of CAD $25 for each cheque or money order sent.

13. Merchant Processing Delay

    We make no guarantees as to when a Merchant will recognize that a Payment Transaction has been completed and you agree that we will not be liable for any actual or consequential damages arising from any Merchant Processing Delay. Certain Merchants may treat Payment Transactions as pending until the Merchant receives the funds from your Financial Institution. The Merchant will inform you of their payment processing policies on their website or as part of their terms of use.

14. Processing Delay

    We will make reasonable efforts to ensure that Payment Transactions are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete the processing and or settlement of Payment Transactions or refunds because our Services are largely dependent upon many factors outside of our control, such as delays in the banking system. You agree that we will not be liable for any actual or consequential damages arising from any claim of delay in the processing or settlement of any Payment Transaction or refund.

15. Failed or Incomplete Payment Transactions

    If a Payment Transaction from your Financial Institution's Account fails, is not on time, or is not in the correct amount, we will not be liable if:

    • through no fault of ours, you do not have enough available funds or have exceeded the available funds in your Financial Institution's Account to complete the Payment Transaction;
    • the Services were not working properly, and you knew or had reason to know about the malfunction when you made the Payment Transaction;
    • circumstances beyond our control (such as internet outage, fire or flood) prevented the Payment Transaction, despite reasonable precautions we have taken;
    • there are processing delays by the Merchant or your Financial Institution; or
    • for any reason whatsoever, the Merchant or Financial Institution refuses the Payment Transaction.

16. No Splitting Payments

    You may not split payments between different Financial Institution accounts for one Payment Transaction. Each Payment Transaction must be paid in full through one Financial Institution Account.

17. Inactive Accounts

    1. Subject to applicable law, if your User Profile has been blocked, suspended or has had no transactions for a period of 90 days that User Profile shall be classified as inactive. If you do not access your User Profile for a period of 5 years, it will be terminated.

    2. If a Pending Refund amount remains in your User Profile for the minimum period of time as specified by applicable provincial laws, such amount may be forfeited to us or to the Minister of Finance (or an equivalent government official) as per applicable law.

18. Closing your User Profile

    You may close your User Profile at any time by sending a request to support@idebitpayments.com and/or support@instadebit.com. You may not close your User Profile to evade an investigation or claim. You will remain liable for all obligations related to your User Profile even after the User Profile is closed.

19. Restricted Activities

    In connection with your use of our website, your User Profile, or the Services, or in the course of your interactions with us or a Third Party, you will not:

    • breach this Agreement or any other agreement that you have entered into with us (including a Policy);
    • violate any law, statute, ordinance, or regulation;
    • infringe the Company's or any Third Party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
    • act in a manner that is defamatory, libelous, threatening or unlawfully harassing;
    • provide false, inaccurate or misleading information;
    • send what we reasonably believe to be potentially fraudulent funds;
    • provide any personal information that is not your own;
    • use any Financial Institution Account or Financial Institution Login Information that does not belong exclusively to you;
    • violate any terms, conditions or agreements that you have agreed to with your Financial Institution;
    • attempt to commit any act of fraud or unauthorized access to anyone's Financial Institution Account or personal information;
    • refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
    • use an anonymizing proxy or any service, technology or system that conceals - or attempts to conceal your location or IP address;
    • control a User Profile that is linked to another User Profile that has engaged in any of these Restricted Activities;
    • facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
    • use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
    • use any device, software or routine to interfere or attempt to interfere, with our website or the Services;
    • take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
    • take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
    • take any action that in any way threatens or undermines the security, stability or continuity of our systems or Services.
    • For transactions where a Financial Institution transfers funds through electronic funds transfer (EFT), engage in behavior that could reasonably be construed as "kiting cheques" — a method whereby an issuer of a cheque utilizes the time required for cheques to clear to obtain an unauthorized loan without any interest charge. This includes, but is not limited to, authorizing a payment through the Services with the knowledge that the funds are not available in the registered Financial Institution Account, and then depositing cheques to cover the transaction.

20. Your Liability

    You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by us or a Merchant, caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse us or a Merchant for any and all such liability.

21. Actions by the Company

    1. If you engage in any Restricted Activities, or initiate any Reversals, Chargebacks, Claims, fees, fines or penalties, we may take various actions to protect ourselves or any Merchant from liability. The actions we may take include but are not limited to the following:

       • we may close, suspend, or limit your access to your User Profile or the Services;
       • we may contact your Financial Institution, law enforcement, or impacted Third Parties of your actions;
       • we may update inaccurate information you provided us;
       • we may refuse to provide our Services to you in the future;
       • we may take legal action against you; or
       • we may take any funds in Pending Refunds from Merchants, or any funds held by Merchants on your behalf to recover amounts owing to us for any Reversals, Chargebacks, Claims, fees, fines or penalties.

    2. We further reserve the right to suspend or permanently close an account. Accounts will be closed or suspended if any of the following circumstances are established: change in credit risk, identity inconsistencies, fraud or attempted fraud of the Company and/or of the Merchant, any attempt to violate the security or privacy procedures of our systems, insufficiently funded transactions, returned transactions for any reason whatsoever, unsolicited email to any other Users or Merchants, Chargebacks, or any other act that is construed by us as being undesirable or threatening to the Services.

22. Termination of Service

    We, in our sole discretion, reserve the right to terminate this Agreement, access to its website, access to the User Profile, or access to the Service for any reason and at any time. If we limit or restrict access to your User Profile, we will provide you with the opportunity to request restoration of access if appropriate.

23. Identifying Errors and/or Unauthorized Transactions

    You can inspect your Payment Transaction history at any time by logging in to your User Profile on the iDebit website or INSTADEBIT website and navigating to the transaction history section. It is very important that you immediately notify us if you have reason to believe any of the following activities have occurred: (i) there has been an unauthorized transaction from your Financial Institution Account; (ii) there has been unauthorized access to your User Profile; (iii) your Financial Institution Login Information, or other online banking information or Service Credentials has been compromised; (iv) someone has transferred or may transfer money without your permission.

24. Notifying Us of Unauthorized Transactions

    To notify us if you believe there has been or will be an unauthorized transaction on your User Profile contact support@paydirectnow.com, support@idebitpayments.com and/or support@instadebit.com. If you initially provide information to us via the telephone, you may be required to send your complaint or question in writing within 10 Business Days after the phone contact.

25. Review of Reports of Unauthorized Transactions

    1. If you believe that your Financial Institution Account is being used without your authorization, you should contact your Financial Institution immediately and immediately change your password through your online banking service. Since we do not store or log your banking credentials or any information requested by your Financial Institution during the course of a Payment Transaction, any unauthorized transaction activity is the result of your Financial Institution Account access information being compromised through another source; therefore it is essential that you inform your Financial Institution immediately.

    2. You may not divulge your User Profile password to anyone else, allow anyone to use your User Profile, nor may you use anyone else's User Profile or password. You may not use a User Profile to make payment(s) to a Merchant account that is not in your own name. We are not responsible for losses incurred by Users as the result of their misuse of passwords or accounts. You agree to accept full responsibility for any transactions or liabilities that arise from a violation of this clause.

26. Liability for Unauthorized Transactions

    Any claim for liability for unauthorized Payment Transaction(s) should be made to your Financial Institution. Your agreement with your Financial Institution will have specific policies and procedures for lost or stolen Financial Institution Login Information that results in financial loss.

27. Errors

    1. In case of errors or questions about your Payment Transactions, you should notify us through application messaging, e-mail or telephone. Never include your Service Credentials, Financial Institution Login Information or other confidential information in email or messaging. Our customer service staff may ask you to log in to your account through the iDebit (https://www.idebitpayments.com) or INSTADEBIT (https://www.instadebit.com) website, but will never ask you to provide your password to them directly. You should never give your Service Credentials or Financial Institution Login Information to anyone or enter it into any website unless the website contains a valid security certificate issued to www.idebitpayments.com or www.instadebit.com.

    2. In case of an error or inquiry about a Payment Transaction you must: (1) provide us your name, account number and email address; (2) describe the error or the transaction you are unsure about, and provide a detailed explanation as to why you believe an error has occurred or why more information is necessary; and (3) provide us the dollar amount of the suspected error. If you tell us verbally, we require that you send your complaint in writing within 10 Business Days. We will disclose the results of our investigation within 10 Business Days from receipt of your complaint or inquiry, and will correct any error promptly. If more time is necessary, we may take up to 45 calendar days to investigate the complaint or inquiry. If we decide to do this, we will provisionally credit your transaction account within 10 Business Days for the amount you think is in error, so that you may have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not provisionally credit your transaction account. You may ask for copies of documents which we used in our investigation. We may revoke any provisional credit provided to you if we find that an error did not occur. We may require that you provide us with copies of documentation, such as Financial Institution statements showing the error, which may be needed in our investigation. You agree to provide this documentation promptly upon request. Any delay in providing this documentation will result in a delay of our investigation. We may also contact your Financial Institution or ask you to contact your Financial Institution in order to conduct our investigation. You are required to cooperate with our investigation of any error.

    3. If your transaction history shows any transfers of funds that you did not make or authorize, notify us at once. If you do not notify us within 60 days after receiving notice, you may not recover any money you lose after the 60 days if we can prove that we could have stopped someone from taking the money if you had notified us in time. In the case were we are notified 90 days after the unauthorized transaction, you will forfeit all charges/payments from such transaction(s) and you will not be refunded.

28. Disputes between Users and Merchants

    You should report any improper activities by any Merchants using the Services to support@paydirectnow.com, support@idebitpayments.com and/or support@instadebit.com. However, you are solely responsible for confirming the identity and legitimacy of the Merchant in any Payment Transaction. You are fully responsible for any goods bought or any services provided by Merchants and settled through our systems. You agree that Payment Transactions are final and not reversible. Any disputes that arise between Users and Merchants relating to payments made are not the responsibility of the Company. You acknowledge and agree that we do not make any guarantees, or accept any liability, regarding purchases made using the Services. You further acknowledge that we make no representations as to the quality, safety, or legality of the merchandise received, nor that the Merchant will ever ship the merchandise.

29. Release of the Company

    If you have a dispute with a Merchant you release us (and our officers, directors, agents, contractors and employees) from any and all Claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

30. No Waiver

    Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

31. Limitations of Liability

    1. IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES OR ITS OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, AGENTS, CONTRACTORS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

    2. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or any of the Services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf and any of the Services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or any of the Services or any website or service linked to our websites, software or any of the Services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or any of the Services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your User Profile; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Agreement or our policies.

32. No Warranty

    THE COMPANY, OUR AFFILIATES, AGENTS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. THE COMPANY, OUR AFFILIATES, AGENTS, EMPLOYEES, CONTRACTORS AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not have any control over the products or services that are paid for through our Service and we cannot ensure that a Merchant you are dealing with will actually complete the Payment Transaction. We do not guarantee continuous, uninterrupted or secure access to our Service, and operation of our site may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking or postal system.

33. Indemnification

    You agree to defend, indemnify and hold us, our affiliates, agents, contractors, officers, directors and employees harmless from any claim or demand (including legal fees) made or incurred by any Third Party due to or arising out of your breach of this Agreement, your improper use of the Services or your violation of applicable laws; however arising - including negligence.

34. Force Majeure

    Without limiting Section 31, we are not responsible or liable for any damages or loss resulting from causes outside our direct control, such as failure of electronic or mechanical equipment or communication lines, electronic viruses or malware, unauthorized access to our systems, theft, operator error, severe weather, natural disasters, strikes or other labour problems, wars, disease, epidemic, pandemic, governmental restrictions, or for any loss of information caused by disruptions in or malfunctions of the Services.

35. Amendments

    We may amend this Agreement at any time by posting a revised version on our website. We will give you advance notice of any changes where we are required to do so by law and this Agreement will always reflect the most current terms and conditions. The revised version will be effective the later of the date specified in our advance notice to you, or 30 days after the date you receive the notice. Should you not agree with the revised terms under the Agreement, you will have the option of terminating the Agreement without penalty.

36. Governing Law

    This Agreement is governed under the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree to the exclusive jurisdiction of the courts of Ontario located in Toronto, Ontario for all matters arising in connection with this Agreement.

37. Complete Agreement; Survival

    This Agreement sets forth the entire understanding between you and us with respect to the Services. Sections 6, 9, 17, 20, 31 and 33, as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

38. Invalidity of Specific Terms

    If any provision of these terms or any document incorporated by reference is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of such documents remain in full force and effect.

TERMS SPECIFIC TO IDEBIT

39. Your Authorization of iDebit Services

    You acknowledge that iDebit is a third party payment provider acting on behalf of Merchants to allow Users to make payments for the purchase of goods and services. You Authorize us to access your Financial Institution Login Information and make bill payments or electronic funds transfers from your selected Financial Institution. You acknowledge that in this context we are acting as an agent on behalf of the Merchant, and not on behalf of you, or your Financial Institution. You agree that the Financial Institution will be entitled to rely on the foregoing Authorization as granted by you to us. You are responsible for any fees imposed by a Merchant or Financial Institution associated with the facilitation of this Service. In the case of banks that utilize electronic funds transfers, you agree that this Agreement constitutes "a writing signed by you" under any applicable law or regulation including the Payments Canada Rule H1 for the PAD (electronic cheque) payment option. You also agree that the bank clearing time may be dependent upon factors outside of our control, such as delays in the banking system.

40. Pending Refunds

    1. When a Merchant sends a refund to a User, those funds are held as a Pending Refund until you Authorize us to transfer said funds to the Financial Institution Account. You acknowledge that a Pending Refund, or the sum of any number of Pending Refunds does not constitute a balance or account held on behalf of a User, but is instead a temporary hold on funds to be transferred to your Financial Institution Account.

    2. For convenience, we allow Users to Authorize us to settle Payment Transactions to a Merchant using Pending Refunds provided that the sum of the Pending Refunds is in the same currency of the Payment Transaction and is sufficient to cover the entire amount of the Payment Transaction, plus any applicable fees.

41. Withdrawing Refunds

    The withdrawal of any Pending Refund to the User's Financial Institution Account will only be made to the Financial Institution Account that is registered and on file with us where the bank transfer service is available. If the Financial Institution Account on file has been closed, or is unavailable for some other reason, we require you to provide us with identification and verification documents, including copies of provincial or federal identification, bank documents or proof of address. In jurisdictions where the bank transfer service is not available but the withdrawal feature is available, a physical cheque or money order will be sent. To withdraw funds, log in to your iDebit account, click on withdrawal and follow the prompts.

42. Permitted Use of End-User Data

    We will use your Personal Information solely for the purpose of delivering Services to you, and will not display, use, transfer, repackage, redistribute, divert, license, rent, resell, or otherwise manipulate your Personal Information solely for any other purpose without first obtaining consent from you prior to such display, use, transfer, repackaging, redistribution, diversion, licensing, renting, resale, or manipulation of such Personal Information solely by us.

TERMS SPECIFIC TO INSTADEBIT

43. General

    The Instadebit service helps you make payments to and accept payments from Merchants, as well as to transfer funds to and from a balance held on your behalf in our system. We act as your agent based upon your direction to use our Services, which requires us to perform tasks on your behalf. Instadebit allows payments from Merchants to be recorded as a balance in the Instadebit system for the benefit of the User (the "Balance Account"). When you transfer funds from a Merchant to your Balance Account you are transferring funds to your Instadebit Account Balance ("Account Balance") held for your benefit by us. In addition to funds held in the Balance Account, in the process of clearing transactions between Users and Merchants, funds will be held for periods of time during the clearing process in various Instadebit bank accounts. You acknowledge that Instadebit is not a bank and the Instadebit Service is a payment processing service rather than a banking service, and Instadebit is not acting as a trustee, fiduciary or escrow with respect to your funds. Our services are comprised of electronically recording the beneficial owners of funds in User’s Balance Accounts, which includes recording the movement of funds as directed by the User: (i) from a Merchant to the Balance Account, (ii) from the Balance Account to a Merchant, (iii) from the Balance Account to the User's Financial Institution Account, as well as recording transfers from a User’s Financial Institution Account directly to a Merchant. You hereby authorize us to use the Balance Account to record the beneficial Users of funds and you hereby accept our records as final in determining the beneficial Users of funds and the amount of funds in the Balance Account.

44. Funds

    1. You authorize us to hold some or all of the funds in the Balance Accounts, which are held for your benefit as directed by us, which in consideration for the Services, you hereby transfer and assign to us all income earned on funds in the Balance Accounts.

    2. When a User transfers funds to a Merchant the entire transaction amount, plus any applicable fees, will be debited from the User's Account Balance of the same currency if there are sufficient funds to cover the entire transaction. If the funds in the User's Account Balance are insufficient to cover the entire transaction amount, the entire transaction amount will be debited from the Financial Institution Account of the User. For further clarity, only funds held in a User’s Account Balance in the same currency of the transaction will be used to complete a payment to a merchant. Funds held in the User’s Balance Account in a different currency will not be converted to the currency of the Transaction and used to fund the Transaction. You may initiate a Payment Transaction by (i) using the Instadebit website to register and make a payment to a Merchant, or (ii) by entering your secure login information on an Instadebit payment window or on a merchant site.

    3. Funds deposited into your Financial Institution Account from your Balance Account will not be available until they clear through the banking system which could take up to 5 Business Days. Funds may be held until other Transactions initiated by the User have cleared.

    4. Depending on the policies of the Merchant, a User may not be credited the payment made to the Merchant until the Merchant has verified settlement of the funds. In most cases the Merchant will credit the User's account instantly, and the User will have access to the goods and/or services being purchased.

    5. Any Transactions involving a transfer of funds from the User’s Account Balance to the User’s Financial Institution Account will only be made to the Financial Institution Account that is registered and has been verified with us. If the Financial Institution Account on file has been closed, or is unavailable for some other reason, we require you to provide us with identification and verification documents including copies of provincial or federal identification, bank documents or proof of address. Funds cannot be received by the User through any other methods such as wire transfer or physical cheque.

    6. If you are a recipient of funds from a Merchant (for refunds or cash-back incentives, etc.) to your Account Balance you assume all risks in accepting payments from the Merchant. Payments received from a Merchant may be rejected if the Merchant's account cannot adequately meet the amount of the payment by using the Merchant's existing balance.

45. Fees

    1. By opening an Instadebit account, you will be subject to payment of any applicable fees relating to Transactions and holding of Account Balances.

    2. The user agrees to pay a fee for each insufficiently funded transaction. Links to fees for services can be found in Section 10 of this Agreement.

46. Limits

    The minimum transaction amount for payments to Merchants is set by the individual Merchants. You also acknowledge that transfer and redemption options through Instadebit impose certain minimum and maximum limits and these are indicated when you view the various options on the applicable webpage on our Website. We reserve the right to impose limits on all transfer amounts and frequency. We may change such limits from time to time without notice.

47. Restrictions

    1. A user may only register one Instadebit account. We reserve the right to terminate duplicate accounts or any account containing untruthful information.

    2. You agree that you will not attempt to transfer from your Financial Institution Account any payment for amounts above your then-current Financial Institution Account balance. If you breach the terms of this paragraph, we reserve the right to reject your payment and you will be solely responsible for the consequences of this rejection. We also reserve the right to suspend or close any User’s Instadebit account that has initiated a payment against a Financial Institution Account with insufficient funds. We may also suspend a User’s Instadebit account if the User registers and attempts payments from any Financial Institution Account that has been suspended or closed by the bank for any reason.

    3. We may limit the movement of funds to and from your Instadebit Account Balance. We reserve the right to delay or further limit such transfers at our discretion to protect us or a Third Party against the risk of fraud, Reversals, Chargebacks, Claims, fees, fines, penalties, and other liability. In addition, you may not transfer funds from your Instadebit Account Balance to your Financial Institution Account to evade a payment investigation. If you attempt to transfer your Account Balance during an on-going investigation, we may hold your funds at its discretion to protect us or a Third Party against the risk of fraud, Reversals, Chargebacks, Claims, fees, fines, penalties, and other liability. We may also defer, redirect payout(s) and/or restrict access to your funds as necessary to comply with any instructions or requests by a governmental or regulatory authority or court, including but not limited to investigations, subpoenas, or court orders. You will remain liable for all obligations related to your account even after the account is closed.

    4. You agree that you will not Chargeback any amounts previously debited from your Financial Institution Account by Instadebit.

    5. You understand that Instadebit at present provides Services to residents of Canada. You agree that we may block access to any computer located outside Canada. You agree that we may block service to any computer that cannot be geographically located due to proxy servers, public proxies, anonymizers or any other connection that does not enable us to geographically locate the originating computer.

48. Authorization

    1. If you initiate a transaction on an account that is returned by your bank for any reason whatsoever including but not limited to insufficient funds, closed or suspended accounts and transactions that are charged back by you, you authorize us to collect funds directly from you for such returned transactions by whatever means necessary, including, but not limited to, debiting your balance account for the full amount of the original transaction plus fees, and/or assigning the debt to a professional collections agency.

    2. If you request an electronic funds transfer from your Instadebit Account Balance to your Financial Institution Account, you will provide an initial Authorization in accordance with our instructions. After an initial Authorization is received, you agree that we may access your Financial Institution Account at any time you instruct us to make a transfer to your Financial Institution Account. If you request an electronic funds transfer from your Financial Institution Account to a Merchant, you grant us the right to access your Financial Institution Account for up to thirty (30) days after you instruct us to make a payment. You also agree that the bank clearing time may be dependent upon factors outside of our control, such as delays in the banking system. You agree that this Agreement constitutes “a writing signed by you” under any applicable law or regulation including the Payments Canada Rule H1 for the PAD (electronic cheque) payment option.

TERMS SPECIFIC TO INTERAC E-TRANSFER

49. General

    1. Interac Corp. (“INTERAC^Ⓡ”) is the provider of the INTERAC e-Transfer service. The INTERAC e-Transfer service is a payment service that lets one person or business make or receive a payment to or from another electronically. See how it works by visiting https://www.interac.ca/en/interac-e-transfer-consumer. Interac only facilitates INTERAC e-Transfer transactions. Interac is not a financial institution and is not subject to banking regulations.

    2. If you have received an email or text message from the INTERAC e-Transfer service, it is because (i) you are the sender of an INTERAC e-Transfer or have requested someone else to send an INTERAC e-Transfer via your participating Financial Institution; (ii) you are the recipient of an INTERAC e-Transfer and the sender has provided us with your name and contact information via their participating financial institution; (iii) you are the recipient of an INTERAC e-Transfer or someone else has requested and the sender has provided us with your name and contact information via their participating financial institution; or (iv) you have registered for the automatic deposit feature of the INTERAC e-Transfer service.  If you have an account at one of INTERAC e-Transfer’s participating financial institutions, you can choose to receive or make a payment through that institution’s online banking service. By using the INTERAC e-Transfer service, including by accessing any of Interac’s websites (including but not limited to www.interac.ca), you are agreeing to the terms and conditions (https://www.interac.ca/en/interac-e-transfer-terms-of-use/) set out by INTERAC e-Transfer. If you do not agree with all of these terms and conditions, please contact the sender of INTERAC e-Transfer funds or the requester of INTERAC e-Transfer funds to arrange another method of payment.

50. Authorization

    1. If you initiate a transaction on an account that is returned by your bank for any reason whatsoever including but not limited to insufficient funds, closed or suspended accounts and transactions that are charged back by you, you authorize us to collect funds directly from you for such returned transactions by whatever means necessary, including, but not limited to, debiting your balance account for the full amount of the original transaction plus fees, and/or assigning the debt to a professional collections agency.

    2. If you request an electronic funds transfer from your Financial Institution Account to a Merchant, you will provide an initial Authorization in accordance with our instructions. After an initial Authorization is received, you agree that we may access your Financial Institution Account at any time you instruct us to make a transfer to your Financial Institution Account. You grant us the right to access your Financial Institution Account for up to thirty (30) days after you instruct us to make a payment. You also agree that the bank clearing time may be dependent upon factors outside of our control, such as delays in the banking system. You agree that this Agreement constitutes “a writing signed by you” under any applicable law or regulation including the Payments Canada Rule H1 for the pre-authorized debit (“PAD”) (electronic cheque) payment option.

    3. Further to the terms and conditions with respect to the PAD referenced in subsection 50.2 herein:

       1. You acknowledge that this PAD authorization is provided for the benefit of utilizing the Services and is provided in consideration of your Financial Institution agreeing to process debits against the account you identify to us in accordance with the Payments Canada rules.

       2. You represent and warrant that all persons whose signatures are required to sign for such account have agreed to this Agreement.

       3. You acknowledge that delivery of a PAD to the Company constitutes a personal PAD for variable amounts and the Company may issue PADs in the amounts and with the frequency that you authorize from time to time. For clarity, a PAD will be triggered when you request a transfer from your Financial Institution Account to a Merchant.

       4. You waive any requirement that the Company provide pre-notification of any payment amount or change of payment date.

       5. You acknowledge that a processing institution is not required to verify that a PAD has been issued in accordance with the terms of this Agreement and the initial Authorization provided herein.

       6. This understanding and the initial Authorization herein will remain in effect until the Company has received written notification from you to terminate it. You may revoke this Authorization by providing thirty (30) days prior written notice to the Company and can obtain a sample cancellation form or more information of your right to cancel a PAD agreement by visiting www.payments.ca. You agree that cancellation of this Agreement does not terminate or otherwise have any effect on any contract that exists between you and the Company.

       7. You may contact the company by emailing support@paydirectnow.com.

       8. You have certain recourse rights if any debit does not comply with this agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, contact your financial institution or visit www.payments.ca.

TERMS SPECIFIC TO ONLINE BANK VERIFICATION

51. General

    1. In order to register to use Online Bank Verification, you will be required to select a Financial Institution with which you have an online banking relationship. During your initial registration to use Online Bank Verification and prior to each use, your Financial Institution will authenticate you using your Financial Institution Login Information.

    2. This Financial Institution will then become your first Identity Verification Provider for the purposes of using Online Bank Verification. The Personal Information your Financial Institution has about you and which may be shown as part of the registration process will be your initial User Information for this service. If any of your displayed initial User Information is incorrect, you must discontinue the registration process and contact your Financial Institution to update your information. After updating your information, you may attempt to register for Online Bank Verification again.

    3. After registration, you will have an opportunity to add additional Identity Verification Providers. Additional User Information from your Identity Verification Providers, including your Financial Institution, may be added to your User Profile.

    4. Online Bank Verification allows you to Authorize your selected Identity Verification Providers to share certain of your User information with a Merchant to facilitate your interactions with the Merchant. No User Information will be shared without your authorization, except to the extent such User Information may be shared with your mobile telecommunications provider or its authorized agent for the purposes of (1) verifying your mobile number associated with your electronic access device, if any, or (2) completing certain security assessments associated with your electronic access device.

    5. Except (1) in connection with a specific transaction where you expressly agree, (2) where the identity of the Identity Verification Provider or Merchant is evident due to the nature of the transaction, the User Information that you agree to share or the then current participants in the service, (3) as required by applicable law, or (4) if an investigation is required (for example, as a result of an actual or suspected unauthorized transaction):

       • an Identity Verification Provider will not know which Merchant receives your User Information, and
       • a Merchant will not know which Identity Verification Provider(s) provide your User Information.

52. Responsibility for Use

    1. Your obligation to protect your electronic access device, your Financial Institution Login Information, and the other information that you use to access and use your electronic access device may be governed by your agreement with your Financial Institution. You will not be able to access the Service if your Financial Institution suspends or revokes your Financial Institution credentials. If you suspect unauthorized use of your Financial Institution Login Information to access the Service, you should immediately notify your Financial Institution. Once the Service has been accessed using your Financial Institution Login Information, you are responsible for any instruction or consent given regarding your User Information, including any sharing transaction where your User Information has been provided to a Merchant or another Identity Verification Provider.

    2. You will have an opportunity to review certain of your User Information maintained by the applicable Identity Verification Provider(s) that the Merchant has requested be shared before you agree to share information with that Merchant. You are responsible for ensuring that any such User Information is accurate and up to date. You are also responsible for ensuring the accuracy of your User Information in the systems of the applicable Identity Verification Provider(s) before you share it. If any User Information is inaccurate, you agree to notify the Identity Verification Provider that maintains such User Information before you agree to share that User Information through the Service. In addition, you agree that you will not knowingly use Online Bank Verification to share any inaccurate User Information.

53. Permitted Use of End-User Data

    We will use your Personal Information solely for the purpose of delivering Services to you, and will not display, use, transfer, repackage, redistribute, divert, license, rent, resell, or otherwise manipulate your Personal Information solely for any other purpose without first obtaining consent from you prior to such display, use, transfer, repackaging, redistribution, diversion, licensing, renting, resale, or manipulation of such Personal Information solely by us.

    Interac and Interac e-Transfer are registered trade-marks of Interac Corp. Used under license.