Terms of Use

These terms of use described herein (as amended, restated, replaced, supplemented, or otherwise modified from time to time at the Company’s sole discretion, together with any schedules, exhibits, approval pages, policies or guidelines referenced herein or delivered to you pursuant to the terms and conditions further described below collectively, the “Agreement”) is entered into on the Effective Date (as defined below) by YOU (with any authorized successors, agents, and assigns each, “you”, “your”, or the “User”), as the user of the Services (as defined and described herein), and PAYDIRECT BILLING SOLUTIONS INC. (with any authorized successors, agents, and assigns collectively, the “Company”, “we” or “us” and with the User collectively, the “Parties” and each, a “Party”), as the provider of such Services.

  1. Definitions

    1. “Applicable Laws” mean all applicable requirements, laws, statutes, principles, guidelines codes, acts, ordinances, orders, decrees, injunctions, by-laws, regulations, official plans, permits, licences, authorisations, directions and agreements (including any amendments or successors thereto), by and/or with any governmental authorities that now or hereafter may be binding on either Party and/or applicable to the Services contemplated herein.

    2. “Applicable Privacy Laws” means all Applicable Laws by and among any applicable competent governmental data protection or privacy authority, that relate to the collection, use, and disclosure of data and Personal Information.

    3. “Business Days” means any day other than Saturday, Sunday or a holiday observed by the applicable Financial Institution. If such holiday falls on a Saturday or Sunday, the applicable holiday shall be deemed to be on the following Monday.

    4. “Effective Date” means any day, on or after March 6, 2025, you use or access any Service.

    5. “Eligible Financial Institution” means any Financial Institution that the Company has approved, in its sole discretion, as being eligible to participate in Payment Transactions.

    6. “Financial Institution” means any bank, credit union, trust company or other similar financial institution.

    7. “Financial Institution Account” means any account held by the User at an Eligible Financial Institution that shall receive or send funds pursuant to a Payment Transaction.

    8. “Intellectual Property” means any and all intellectual property, including but not limited to all patents, copyrights, trademarks, servicemarks, design patents, or industrial designs (whether registered or not) and any works, inventions (whether patentable or not), discoveries, URLs, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analyses, software, models, technical information, prototypes, products, specifications, patterns, drawings, algorithms, compositions, processes and protocols, methods, tests, devices, computer programs, or any rights, applications, or registrations related to or applicable to the foregoing under any Applicable Laws.

    9. “INTERAC ®” means Interac Corp., the entity that provides INTERAC e-Transfer® services. Interac and Interac e-Transfer are registered trade-marks of Interac Corp. Used under license.

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

    11. “Payment Transaction” means any payment to a Merchant that you authorize through the use of the INTERAC e-Transfer® services or a refund from a Merchant.

    12. “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.

    13. “Personal Information” means any information that would meet the definition of “personal information” or similar nomenclature under Applicable Privacy Laws.

    14. “Restricted Activities” has the meaning ascribed to it in Section 7.1 hereunder.

    15. “Services” means those services offered by us to you as described in Section 2 hereunder.

    16. “Service Credentials” mean the username, password or other information that you use to authorize Payment Transactions

    17. “Term” has the meaning ascribed to it in Section 3.1 hereunder.

    18. “Termination” has the meaning ascribed to it in Section 3.2 hereunder.

    19. “Third Party” or “Third Parties” means any person or entity other than the Parties.

GENERAL TERMS

  1. Services

    1. The Company agrees to provide you with third-party processing payment services (the “Services”) to facilitate Payment Transactions to and from your Financial Institution Account(s).

    2. You agree that (i) we are a not a bank, your internet service provider, or your Financial Institution, or any other Third Party who may materially impact the provision of our Services to you, (ii) we shall in no way be held responsible or liable for any delays in delivery of our Services or inability for you to to access or for us to provide our Services due to actions or inactions by you, any Third Party or events outside of our direct control and such delays, suspensions,  prohibited access to our Services, or Terminations shall not constitute a breach of the terms and conditions of this Agreement, (iii) at all times, it is your sole responsibility to continue to review all Third Party agreements to ensure that, by virtue of entering into this Agreement or allowing us to perform our Services contemplated herein, you are not in breach, and do not continue to be in breach, of any Applicable Laws, Third Party contracts or material internal organizational documents, (iv) you are solely responsible for confirming the identity and legitimacy of any Merchant in any Payment Transaction and for the quality of any goods bought or any Services provided by Merchants to you that may be settled through our systems, and (v) you are solely liable for any fees, interest, expenses, or other charges, incurred by you or us in connection with Section 2.2(ii)-(iii) and such fees, interest, expenses, and charges, if incurred by us, shall be deemed to be Service Charges and shall be reimbursed by you to us.

    3. You agree that If you initiate a Payment Transaction on an account that is delayed, returned or refused by your Financial Institution or a Merchant for any reason, you shall, upon our request, which shall not be later than thirty (30) days from the date you initiate the Payment Transaction, immediately provide us and the Third Party with all the necessary information to rectify the delay, return or refusal. You agree that any failure to provide us with any such information in a timely fashion may result in us refunding your money by sending a cheque or money order to your address registered with the applicable Service, debiting your balance account for the full amount of the original Payment Transaction and/or charging you a fee of CAD $25 for each cheque or money order sent.

    4. You agree that each and every Payment Transaction, once completed and confirmed by us,  is final and not reversible.

    5. You agree that any funds received by us in connection with the processing of Payment Transactions are not deposit obligations and are not insured by any insurance or government agency for the benefit of you or any Third Party.

    6. In connection with the foregoing, you expressly acknowledge that INTERAC® is not a Financial Institution and is not subject to banking regulations.

    7. Furthermore, you expressly agree and acknowledge that when using the INTERAC® e-Transfer services, you may receive communications in the form of an email or text message from INTERAC® and that the terms and conditions published by INTERAC® on their website, as may be amended from time to time by INTERAC®, shall apply to such communications and your usage of any INTERAC®  e-Transfer services.

  2. Term

    1. The Parties agree that the terms and conditions of this Agreement shall take effect as at the Effective Date and shall continue to be effective until the date of Termination.

  3. Termination

    1. Subject to the restrictions otherwise set forth herein, the Parties agree that this Agreement shall terminate (“Termination”) upon the completion of a Payment Transaction.

    2. Notwithstanding Section 4.1 above, you agree that we, in our sole discretion, reserve the right of Termination, including the termination of or restriction to access of our website and/or  Services for any reason and at any time.

  4. Privacy and Confidentiality

    1. You authorize us to store your Personal Information to allow you to authorize Payment Transactions without the need to re-enter your Personal Information. 

    2. We agree to store and process your Personal Information on computers located in Canada that are protected by physical as well as technological security devices and in accordance with our Privacy Policy.

    3. Unless otherwise indicated in this Agreement or as required by Applicable Law, we agree to treat all Personal Information in accordance with our Privacy Policy, which we may amend from time to time at our sole discretion.

    4. Notwithstanding the foregoing, you agree and authorize us to either directly or through Third Parties, make all  inquiries, communications, and requests, including requests for use and access to your Personal Information, that we reasonably determine as necessary to verify your identity and assess the eligibility of any Payment Transaction.

    5. You agree that this Section 5 does not apply to any information that is not Personal Information and you authorize us to share or publicly disclose compiled, aggregated data containing information that does not personally identify you, including for greater certainty, the disclosure of your name (but not your date of birth or any other Personal Information) from time to time for the purposes of identification to Merchants to whom you have made a Payment Transaction.

  5. Representations and Warranties

    1. Each Party represents and warrants to the other that (i) it has and will continue to have the full right, power and legal authority to enter into this Agreement and perform any obligations described herein, including obtaining all necessary Third-Party consents and approvals and (ii) will remain in compliance with all material Applicable Laws.

    2. You agree that any material representations or disclosures, including Personal Information, now or hereafter made to us or any applicable Third Party relating to our Services is and continues to be true, correct, and complete. You agree to immediately disclose to us in accordance with Section 7 below and to any applicable Third Party of any changes to such material representations or disclosures if such changes violate this Agreement and/or are reasonably material to your identity validity or verification, or your eligibility to continue using and/or accessing our Services.

  6. Conditions to Eligibility of Use and Access to our Services

    1. In connection with your use of our website, or the Services, or in the course of your interactions with us or a Third Party, you agree that you will not do or cause to be done any of the following actions or inactions (each, a “Restricted Activity” and collectively, the “Restricted Activities”):

      1. breach this Agreement;

      2. violate or act in any way that is reasonably expected to violate any Applicable Law;

      3. provide us or any Third Party with false, inaccurate or misleading information;

      4. use or attempt to access any Financial Institution Account or Financial Institution Login Information that does not belong exclusively to you;

      5. violate any terms, conditions or material agreements with your Financial Institution or any other material Third Party;

      6. refuse to promptly and reasonably cooperate or provide us with any information relating to any investigation or inquiry by us into you as may be reasonably required by us from time to time in connection with our continued provision of our Services;

      7. infringe, copy, imitate or use any of the Intellectual Property of the Company or any Third Party without prior written consent;

      8. use an anonymizing proxy or any service, technology or system that conceals - attempts to conceal, your applicable location or IP address;

      9. 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;

      10. use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;

      11. use any device, software or routine to interfere or attempt to interfere, with our website or the Services;

      12. take any action that may cause us to lose any of the Services from our internet service providers, payment processors, or other suppliers;

      13. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or

      14. take any action that in any way threatens or undermines the security, stability or continuity of our systems or Services.

  7. Method of Communication

    1. You agree that this Agreement and other notices or communications relating to your use of the Services may be duly delivered by us to you in electronic, paper or telephonic form.

    2. You agree that electronic delivery may include publications or postings on the PayDirect website.

    3. You agree that all electronic deliveries by us to you shall be deemed to be in “writing”.

    4. You agree that it is your sole responsibility to regularly monitor the PayDirect website, your email, your phone, your account, and your mailbox for any such communications and update us immediately with any changes to your contact information.

    5. You acknowledge and agree that any communications by us, in any form whatsoever, shall be deemed to be received, understood, and accepted by you within five (5) Business Days of us posting, emailing, or sending such communications.

    6. You agree that any concerns or issues relating to the nature, method, or content of our communications shall be immediately communicated to us solely by email from you to support@paydirectnow.com.

    7. You agree that if you revoke your consent to receive communications electronically or your agreement to the terms of this Agreement, we reserve the right to Termination.

    8. You agree to report any improper activities by any Merchants using the Services to support@paydirectnow.com However; 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, or that the Merchant will ever ship the merchandise.

    9. In case of errors or questions about your Payment Transactions, unless communications regarding such errors or questions are otherwise addressed in this Section 8, you agree to notify us through our application messaging, e-mail or telephone, which communication shall specify (i) your name, account number and email address, (ii) a description of the error or the Payment Transaction you are unsure about, along with a detailed explanation as to why you believe an error has occurred or why more information is necessary, (iii) the dollar amount of the suspected error. Upon request, you agree to promptly deliver to us any other information and/or documents as we may request to continue or complete our investigation and you authorize us to contact and request documents from your Financial Institution to complete such investigation.

  8. Actions by the Company

    1. If you engage in any Restricted Activities or otherwise breach the terms and conditions of this Agreement, we may take various actions to protect ourselves or any Merchant from liability, including the following actions:

      1. we may close, suspend, limit, or permanently close your access to our website or our Services;

      2. we may contact your Financial Institution, law enforcement, or any impacted Third Parties to communicate the nature of your Restricted Activity;

      3. we may collect funds directly from you for any returned Payment Transaction by whatever means necessary, including by assigning any amount of debt outstanding to us by you to a professional collection agency;

      4. we may take any Pending Refunds from Merchants or any funds held by Merchants on your behalf to recover amounts owing to us;

      5. we may update any inaccurate information you provided us;

      6. we may refuse to provide our Services to you in the future; and/or

      7. we may take legal action against you.

  9. No Third Party Beneficiaries

    Nothing expressed or implied in this Agreement is intended by us to confer, nor will anything herein confer, upon any Third Party any rights, remedies, obligations, or liabilities whatsoever.

  10. No Waiver

    No delay, action or inaction by us in exercising any right, power or remedy available to us under this Agreement shall operate as a waiver of such right, power or remedy.

  11. 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, you agree that we are not liable and you will not 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: (i) 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; (ii) 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; (iii) 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; (iv) 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; (v) the content, actions, or inactions of any Third Parties; or (vi) 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.

  12. 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.

  13. Assignment

    You agree that without our express written consent, you shall not assign or delegate this Agreement or any rights, obligations or duties hereunder, either directly or indirectly and any such purported assignment or designation shall be void. Notwithstanding the foregoing, this Agreement will be binding upon and inure to the benefit of our permitted affiliates, successors and assigns.

  14. Indemnification

    You agree to defend, indemnify, release, and hold us, our affiliates, agents, contractors, officers, directors and employees harmless from any and all losses, liabilities, suits, demands, claims, damages, fees, expenses, penalties or charges (including any and all legal fees and court fees) made or incurred by yourself or any Third Party however arising.

  15. Force Majeure

    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.

  16. Amendments

    You agree we may amend this Agreement at any time by communicating any such amendments in accordance with Section 8 of this Agreement.

  17. 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 out of or relating directly or indirectly to this Agreement. The Parties agree to waive any objections to the assertion or exercise of jurisdiction by such courts, including any objections based on forum non conveniens.

  18. Complete Agreement; Survival

    This Agreement sets forth the final, complete, and exclusive agreement between the Parties with respect to the Services and supersedes any prior or contemporaneous discussions, negotiations or agreements, whether oral or written, without limitation as of the Effective Date. In the event of any inconsistencies between these terms and conditions and any other document incorporated by reference to this Agreement, these terms and conditions (including any amendments or modifications hereto) shall prevail. All provisions of this Agreement that logically ought to survive Termination or expiration of this Agreement shall survive regardless of the reason for such Termination or expiration.

  19. 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.

  20. Execution and Counterparts

    The Parties agree that this Agreement may be executed and delivered in any number of counterparts. You agree and acknowledge that any action by you to initiate a Payment Transaction, use and/or access or Services, or click and accept shall be deemed to constitute valid and binding acceptance of this Agreement unless otherwise immediately communicated to us in writing in accordance with Section 8 of this Agreement.

Last updated : March 11, 2025