Payer Terms and Conditions

IMPORTANT: Please read these Terms carefully before submitting a payment. By selecting a payment method, clicking “Pay”, “Continue”, “Authorize” or similar wording, or otherwise submitting a payment instruction through a Payop-enabled checkout, you agree to these Terms.

These Terms govern Payop’s payment services only. Your purchase of goods or services remains subject to the merchant’s separate terms, policies and legal obligations.

1. ABOUT THESE TERMS

These Payop Payer Terms and Conditions (the “Terms”) govern your use of payment processing features, checkout interfaces and related payment services made available by Transferop Payment Gateway Ltd., doing business as Payop (“Payop”, “we”, “us” or “our”), when you make or attempt to make a payment to a Merchant.

These Terms apply each time you use a Payop-enabled checkout, hosted payment page, embedded payment interface or other Payop-supported payment flow. The version made available when you initiate a Transaction applies to that Transaction, unless Applicable Law requires otherwise.

These Terms do not replace or amend the agreement between you and the Merchant. Payop is not a party to the contract between you and the Merchant and provides payment processing services only.

2. DEFINITIONS

• “Applicable Law” means any applicable statute, regulation, regulatory requirement, court order, sanctions measure, binding governmental direction, payment network rule, payment method rule or other legally binding requirement.

• “Business Day” means a day other than Saturday, Sunday or a statutory holiday in the place where the relevant Payop entity carries out the affected operation.

• “Chargeback” means a chargeback, retrieval request, payment dispute, reversal, return, indemnity claim, clawback or similar process initiated under Applicable Law or Payment Method rules.

• “Checkout” means a payment page, hosted field, widget or other user experience through which Payop or its partners processes or facilitates a Transaction.

• “Merchant” means the seller, service provider, platform, marketplace seller, biller or other person to whom you intend to make a payment.

• “Payment Method” means a card, bank account, bank transfer method, direct debit, open banking method, wallet, alternative payment method or other instrument used to fund a Transaction.

• “Payer” means the individual or legal person using the Checkout to initiate or authorize a Transaction. “You” and “your” have the same meaning.

• “Privacy Notice” means the Payop privacy notice made available on our website or through the Checkout, as updated from time to time.

• “Services” means the payment processing, payment authorization, authentication, fraud prevention, compliance screening, payment communications and related payment services.

• “Transaction” means an attempted, pending, authorized, processing, completed, declined, cancelled, reversed, refunded or disputed payment submitted through the Services.

3. PAYOP’S ROLE AND REGULATORY POSITION

Payop provides payment processing and related technical and operational payment services.

Where Payop performs activities subject to Canadian payments or anti-money laundering legislation, Payop operates in accordance with the regulatory requirements applicable to those activities, including requirements applicable to payment service providers or money services businesses, as the case may be. A regulatory registration does not constitute an endorsement, guarantee or approval of Payop, a Merchant or any Transaction by the relevant regulator.

Payop is not a bank, credit union, trust company, deposit-taking institution, lender, investment adviser or financial adviser. Unless a specific product disclosure states otherwise, Payop does not provide you with a bank account, deposit account, stored-value account, credit facility or investment product. Funds processed through the Services are not bank deposits with Payop and do not earn interest.

Payop acts solely as a payment service provider that processes payment transactions on behalf of Merchants.

Payop is not the seller, supplier, distributor, marketplace operator, Merchant of Record or contractual counterparty in relation to the purchase of goods or services.

The contract for the purchase of goods or services is concluded exclusively between you and the Merchant.

Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, trust relationship or agency relationship between you and Payop, except to the limited extent expressly stated in a transaction-specific disclosure or required by Applicable Law.

4. SCOPE AND AVAILABILITY OF THE SERVICES

The Services may include payment processing, payment authorization, authentication, fraud prevention, compliance screening, payment status communications and related payment processing services.

The availability of a Payment Method, currency, country, feature or product depends on the Merchant’s configuration, Payop’s systems and risk controls, third-party availability, technical compatibility and Applicable Law. Payop does not guarantee that any particular Payment Method or feature will be available at all times.

The Services may be interrupted, delayed or unavailable because of maintenance, upgrades, system or network failures, cybersecurity events, third-party outages, legal restrictions or circumstances beyond Payop’s reasonable control. Payop may modify, suspend or discontinue all or part of the Services where reasonably necessary, subject to Applicable Law.

Transaction status information shown in the Checkout is informational and may be subject to later confirmation, settlement, reversal, return or correction by a bank, issuer, acquirer, Payment Method provider or payment network.

The provision of payment processing services does not create any contractual relationship between Payop and the Payer regarding the underlying goods or services purchased from the Merchant.

5. ELIGIBILITY AND YOUR REPRESENTATIONS

To use the Services, you must:

• be at least 18 years old or the age of legal majority in your jurisdiction, or otherwise have the legal capacity and authority to enter into these Terms and authorize the Payment Method;

• lawfully hold, control or be authorized to use the Payment Method;

• provide true, accurate, current and complete information;

• use the Services only for lawful purposes and in compliance with Applicable Law; and

• comply with any additional eligibility requirements shown in the Checkout or imposed by the relevant Payment Method provider.

By using the Services, you represent and warrant that your Transaction is authorized, the information you provide is not false or misleading, you are not acting for a prohibited or sanctioned person, and you are not using the Services for fraud, abuse, evasion of law or any prohibited purpose. If you act for another person or entity, you represent that you have authority to bind that person or entity.

6. PAYMENT INSTRUCTIONS AND AUTHORIZATION

When you confirm the Transaction and submit a payment instruction, you expressly request and authorize Payop and its payment partners to take the steps reasonably necessary to process or facilitate the Transaction, including to:

• receive, transmit and process your payment instruction and relevant Transaction information;

• initiate or facilitate a debit, transfer or other Payment Method action;

• perform authentication, verification, fraud screening, sanctions screening and compliance checks;

• share information with the Merchant and relevant service providers as described in these Terms and the Privacy Notice; and

• communicate Transaction status to you and the Merchant.

You must review the Merchant identity, amount, currency and other material details before authorizing the Transaction. Payop may rely on the instruction and authentication submitted through the Checkout as evidence of your authorization, subject to any rights that cannot be excluded under Applicable Law.

After submission, you may not be able to cancel or amend a Transaction. Any cancellation right depends on the status of the Transaction, the Payment Method, Applicable Law, the Merchant’s terms and the procedures of your bank or issuer.

A Transaction may be declined, delayed or fail for reasons including insufficient funds, an expired or restricted Payment Method, failed authentication, incorrect information, bank or issuer refusal, compliance concerns, technical issues or third-party unavailability.

7. IDENTITY, FRAUD AND COMPLIANCE CHECKS

Before, during or after a Transaction, Payop or its partners may verify your identity, Payment Method, contact details, relationship to the Merchant, source of funds, purpose of payment, beneficial ownership or any other matter reasonably relevant to fraud prevention, sanctions compliance, anti-money laundering and counter-terrorist financing requirements, payment network rules, security or risk management.

Checks may include document requests, identity and address verification, source-of-funds or source-of-wealth inquiries, bank or Payment Method verification, sanctions and watchlist screening, politically exposed person screening, device and IP analysis, geolocation, behavioural and velocity analysis, database matching and manual review.

You agree to provide information and documents reasonably requested for these purposes. If you do not do so, or if Payop reasonably identifies legal, compliance, fraud, security, payment network or other material risk, Payop may refuse, delay, suspend, cancel or restrict the Transaction or your use of the Services.

Payop may be legally prohibited from informing you that a report has been made, that an investigation is underway or why particular action has been taken. Payop is not required to disclose confidential risk criteria, monitoring methods or information where disclosure could compromise security, legal obligations or third-party rights.

8. FEES, EXCHANGE RATES AND TAXES

The Merchant ordinarily sets the price of the goods or services. Payop will charge a payer-facing fee only where the fee is disclosed before you authorize the Transaction or is otherwise permitted by Applicable Law.

Your bank, issuer, wallet provider or other Payment Method provider may charge interest, foreign-exchange margins, cross-border fees, cash-advance fees or other charges under its own terms. Payop does not control those charges.

Where currency conversion applies, the rate may be determined by the Merchant, payment network, bank, issuer, Payment Method provider or another payment partner. Available conversion information will be shown before authorization where required by Applicable Law or the applicable payment flow.

You and the Merchant are responsible for taxes, duties, customs charges and similar governmental charges relating to the underlying purchase as determined by Applicable Law. Payop does not provide tax advice.

9. REFUNDS

Any request for a refund must be submitted directly to the Merchant.

The Merchant is solely responsible for determining whether a refund will be granted and for the amount of any refund.

Payop does not review, approve or reject refund requests and does not make decisions regarding refund eligibility.

Where the Merchant instructs Payop to process a refund through the applicable payment method, Payop will process the payment transaction in accordance with the Merchant's instructions and applicable payment network requirements.

The processing of a refund by Payop does not create any independent obligation on the part of Payop to issue or guarantee a refund.

If you believe a Transaction is unauthorized, fraudulent, duplicated, incorrectly executed or processed for the wrong amount, immediately contact your bank, issuer or Payment Method provider. You may also contact Payop where your enquiry relates to the payment processing services provided by Payop.

Depending on the Payment Method, you may have rights to dispute or reverse a Transaction under Applicable Law or Payment Method rules. Those rights are exercised primarily through your bank, issuer or Payment Method provider. Nothing in these Terms removes any non-waivable right you may have.

You agree to provide reasonable information and cooperation in connection with a payment dispute, Chargeback, reversal, return or investigation. Payop may share relevant Transaction, authentication, device, authorization, communication and delivery records with the Merchant, banks, issuers, acquirers, payment networks, regulators and other parties involved in resolving the matter.

Payop does not control and is not responsible for the final decision of a bank, issuer, payment network, Payment Method provider, dispute body or regulator.

10. MISTAKEN PAYMENTS, REVERSALS AND RECOVERY OF FUNDS

If funds are credited, refunded, transferred or made available because of an error, duplicate processing, invalid instruction, failed settlement, reversal, Chargeback, fraud or other circumstance that means you are not entitled to retain them, Payop or the relevant payment partner may correct the error and recover the amount to the extent permitted by Applicable Law.

Corrective action may include reversing or cancelling the Transaction, returning funds to the original source, requesting repayment, initiating a debit where separately authorized, or exercising any other lawful remedy. Payop will not debit a Payment Method without a valid authority or legal basis.

If a Transaction cannot be completed, returned or delivered because information is incorrect, the Payment Method is unavailable, the intended recipient cannot be identified or contacted, or a legal restriction applies, Payop may hold, return, transfer or otherwise deal with the funds as required or permitted by Applicable Law. No interest is payable unless required by Applicable Law.

Payop may process reversals, chargebacks, recoveries or other payment adjustments where required by applicable law, payment system rules or instructions received from the Merchant or the relevant financial institution.

Such processing does not constitute a determination by Payop regarding the rights or obligations of the Merchant or the Payer under the underlying commercial transaction.

11. PROHIBITED USE

You must not use the Services for, in connection with or for the benefit of:

• fraud, deception, theft, unauthorized Payment Method use or credential testing;

• money laundering, terrorist financing, sanctions evasion, tax evasion or concealment of criminal proceeds;

• goods, services or activities prohibited by Applicable Law, Payment Method rules or Payop’s applicable use restrictions;

• a Transaction that misrepresents the payer, Merchant, beneficiary, amount, purpose or underlying commercial activity;

• a sanctioned, blocked, restricted or otherwise prohibited person or jurisdiction;

• interference with the security, integrity or operation of the Services; or

• any activity reasonably likely to expose Payop, a Merchant or a payment partner to legal, regulatory, financial, operational, reputational or security risk.

Payop may maintain and update non-public risk controls and restrictions relating to merchants, sectors, geographies, Payment Methods, payer types and Transaction patterns. The absence of a specific activity from these Terms does not mean that it is permitted.

12. SECURITY

You must take reasonable steps to protect Payment Method details, passwords, one-time passcodes, devices, biometric approvals and other security credentials. Do not disclose them except directly to an authorized bank, issuer or payment service provider as part of a legitimate authentication process.

Notify your bank or Payment Method provider immediately if you suspect unauthorized use of your Payment Method. If the issue relates to the processing of a Payop Transaction, you may also contact Payop.

Payop may contact you, request additional authentication or temporarily restrict a Transaction where Payop reasonably suspects fraud, misuse or a security threat.

13. REFUSAL, DELAY, SUSPENSION AND TERMINATION

Payop may refuse, delay, review, suspend, cancel, reverse or restrict a Transaction, or suspend or terminate access to the Services, where reasonably necessary to:

• comply with Applicable Law, a court order, regulator, law enforcement request, sanctions measure or Payment Method rule;

• address suspected fraud, unauthorized activity, abuse, security threats or inaccurate or unverifiable information;

• respond to a bank, issuer, acquirer, Payment Method provider, Merchant or payment partner refusal or restriction;

• manage a technical failure, service outage, cybersecurity event or operational incident;

• protect Payop, Merchants, payment partners, users or the integrity of the Services;

• perform compliance, risk or manual review; or

• address a breach of these Terms.

Where permitted by Applicable Law and reasonably practicable, Payop will provide notice. Payop may withhold notice or reasons where disclosure could breach law, prejudice an investigation, facilitate evasion of controls, compromise security or infringe third-party rights.

Termination does not affect Transactions already initiated, accrued rights or obligations, refunds, disputes, investigations, reporting obligations, record retention or provisions intended to survive termination.

14. MERCHANT RESPONSIBILITY

The Merchant is solely responsible for the goods and services offered, product descriptions, pricing, delivery, performance of services, cancellations, refunds, warranties, customer support, compliance with consumer protection laws and resolution of any disputes with Payers.

Payop does not manufacture, supply, sell, distribute or provide the Merchant's goods or services.

Payop is not responsible for the quality, legality, safety, availability or delivery of any goods or services purchased from a Merchant.

Any claim relating to the underlying commercial transaction must be addressed directly to the Merchant.

Nothing in these Terms shall be interpreted as creating any responsibility on the part of Payop for the Merchant's performance of its contractual obligations to the Payer.

Payop's responsibilities are limited to the provision of payment processing services in accordance with these Terms and applicable law.

Links, redirects or interfaces to third-party services do not constitute an endorsement. Review the third party’s terms and privacy information before using its service.

15. OPERATIONAL INCIDENTS AND FORCE MAJEURE

Payop will maintain operational risk and incident response measures as required by Applicable Law. However, no payment service can be guaranteed to be uninterrupted, error-free or continuously available.

To the maximum extent permitted by Applicable Law, Payop is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemic, labour disruption, utility or telecommunications failure, internet or cloud outage, bank or payment network outage, cyberattack, governmental action, sanctions, embargo, change in law or failure of a third-party provider, provided Payop takes commercially reasonable steps to mitigate the effects where practicable.

16. PRIVACY, COOKIES AND DATA USE

Payop processes personal information in accordance with the Privacy Notice and Applicable Law. The Privacy Notice explains the categories of information collected, purposes of use, legal bases where applicable, disclosures, international transfers, retention, security and your privacy rights.

To provide and protect the Services, Payop may collect and use identification, contact, Transaction, Payment Method, device, IP address, geolocation, authentication, fraud, risk and compliance information. Payop may obtain information from you, the Merchant, banks, issuers, payment partners, identity and fraud vendors and lawful public or commercial sources.

Payop may disclose relevant information to the Merchant, affiliates, banks, issuers, acquirers, processors, payment networks, Payment Method providers, fraud and identity vendors, regulators, law enforcement, courts, auditors, insurers and professional advisers where reasonably necessary for the purposes described in these Terms or the Privacy Notice, or where required by law.

The Checkout may use cookies, software development kits, device identifiers or similar technologies for essential operation, security, fraud prevention, preferences and analytics, as described in the applicable cookie notice or Privacy Notice.

If required information is not provided, Payop may be unable to process the Transaction or provide the Services.

17. REGULATORY REPORTING, RECORDS AND DISCLOSURE

Payop may retain Transaction, identity, authentication, communications, compliance and dispute records for the periods required by Applicable Law, payment network rules, legitimate fraud prevention, audit and legal needs, even after a Transaction is completed or your use of the Services ends.

Payop may file reports or disclose information to regulators, financial intelligence units, sanctions authorities, law enforcement, courts and other competent authorities where required or permitted by Applicable Law. Such reports or disclosures may include suspicious Transaction reports, sanctions or listed-person property reports, electronic funds transfer reports, incident reports and other mandatory filings.

Where law prohibits disclosure, Payop will not notify you of a report, request, investigation or the specific basis for related action.

18. INTELLECTUAL PROPERTY AND ACCEPTABLE ACCESS

Payop and its licensors own the intellectual property rights in the Services, Checkout interfaces, software, branding, content, layouts, workflows and related technology. You receive a limited, revocable, non-exclusive and non-transferable right to use the Services solely to make lawful Transactions.

You must not copy, modify, reverse engineer, scrape, automate access to, interfere with, reproduce, republish, sell or misuse any part of the Services except where permitted by Applicable Law. If you provide suggestions or feedback, you grant Payop a worldwide, perpetual, irrevocable, royalty-free right to use them without restriction.

19. ELECTRONIC COMMUNICATIONS AND CONSENT

You consent to receive Transaction-related disclosures, confirmations, notices and records electronically through the Checkout, website, email, SMS, in-app messaging or other contact details provided by you or the Merchant for the Transaction.

An electronic communication is treated as received when it is made available in the Checkout or sent to the contact information provided, unless Applicable Law requires a different rule. You are responsible for keeping your contact information accurate and for retaining copies of communications you may need.

Your electronic action to accept these Terms or authorize a Transaction has the same legal effect as a handwritten signature to the extent permitted by Applicable Law.

20. DISCLAIMERS

Except for obligations that cannot be excluded under Applicable Law, the Services are provided on an “as available” basis. Payop does not warrant that the Services will be uninterrupted, error-free, compatible with every device or Payment Method, or that every Transaction will be accepted or completed.

Payop does not warrant or endorse the Merchant, the Merchant’s goods or services, or information supplied by the Merchant. Any estimate of processing, settlement or refund timing is an estimate only unless a binding time limit applies under Applicable Law.

21. LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot legally be excluded or limited.

Subject to the paragraph above, Payop is responsible only for direct loss that is a reasonably foreseeable result of Payop’s breach of these Terms, negligence or failure to comply with Applicable Law.

To the maximum extent permitted by Applicable Law, Payop is not liable for:

• indirect, incidental, special, consequential, exemplary or punitive loss;

• loss of profit, revenue, business, opportunity, goodwill, data or anticipated savings;

• loss caused by the Merchant, your bank or issuer, a Payment Method provider or another third party outside Payop’s reasonable control;

• delay, refusal or restriction caused by authentication, fraud prevention, sanctions, compliance obligations, a regulator or a third-party decision;

• goods or services supplied by the Merchant; or

• unauthorized access caused by your failure to protect credentials or devices, except to the extent caused by Payop’s breach of Applicable Law or these Terms.

Nothing in these Terms reduces any mandatory reimbursement, correction, tracing, disclosure or consumer right that applies to a Transaction under Applicable Law.

22. INDEMNITY FOR UNLAWFUL USE

To the maximum extent permitted by Applicable Law, if your unlawful, fraudulent or materially breaching conduct causes Payop to incur direct losses, Chargebacks, penalties, claims or reasonable enforcement costs, you are responsible for those amounts to the extent caused by your conduct. This does not apply to the extent the loss was caused by Payop’s own breach, negligence, wilful misconduct or non-compliance with Applicable Law.

23. COMPLAINTS

If you have a complaint relating to the Merchant's goods or services, including product quality, delivery, cancellation, refunds or other contractual matters, you must contact the Merchant directly.

Payop does not investigate or resolve disputes arising from the underlying commercial transaction between you and the Merchant.

If your complaint relates solely to the processing of a payment transaction performed by Payop, you may contact Payop using the contact details provided in these Terms.

24. CHANGES TO THESE TERMS

Payop may update these Terms to reflect changes in law, regulation, Payment Methods, security, technology, business practices or the Services. The “Last updated” date identifies the current version.

For a one-time Transaction, the version presented or made available when you submit the payment instruction applies to that Transaction. For any ongoing access to the Services, Payop or the Merchant will provide notice of material changes where required by Applicable Law or Payment Method rules. Continued use after the effective date of a change constitutes acceptance only where legally permitted.

25. GOVERNING LAW AND GENERAL TERMS

25.1 Governing law and jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The courts located in British Columbia have non-exclusive jurisdiction. If mandatory consumer law allows you to bring proceedings in another jurisdiction or gives you additional rights, nothing in these Terms limits those rights.

25.2 Entire agreement

These Terms, the Privacy Notice and any transaction-specific disclosures constitute the agreement between you and Payop concerning the Services for the relevant Transaction. They do not replace the Merchant’s terms for the underlying purchase.

25.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without Payop’s prior written consent. Payop may assign or transfer these Terms to an affiliate or successor in connection with a reorganization, merger, acquisition, sale of business or assets, or by operation of law, subject to Applicable Law.

25.4 Severability

If a provision is held invalid or unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.

25.5 No waiver

A failure or delay to enforce a provision is not a waiver. A waiver is effective only if made expressly by the party granting it.

25.6 Interpretation

Headings are for convenience only. “Including” means “including without limitation”. References to laws include amendments and replacement legislation. The singular includes the plural and vice versa where the context permits.

25.7 Language

These Terms may be made available in more than one language. Unless prohibited by Applicable Law, the English version governs in the event of inconsistency. Where applicable law requires a French version or gives a language choice, that requirement or choice will apply.

25.8 Survival

Sections concerning disputes, recovery of funds, prohibited use, records, intellectual property, disclaimers, liability, indemnity, governing law and any provision that by its nature should survive will remain effective after completion of a Transaction or termination of access.

26. CONTACT INFORMATION

Questions relating to Payop's payment processing services, payment-related notices and complaints may be directed to:

For security, do not send complete card details, bank credentials, passwords, one-time passcodes or copies of identity documents by ordinary email unless Payop provides a secure channel and specifically requests them.

Payop's contact details are provided exclusively for matters relating to payment processing services.

Payop does not provide customer support regarding goods, services, order fulfilment, delivery, cancellations, warranties, refunds or commercial disputes between the Merchant and the Payer.

For all questions relating to the Merchant's goods or services, you should contact the Merchant directly using the contact details provided by the Merchant.