Payer Terms and Conditions
1. ABOUT THESE TERMS
These Payop Payer Terms and Conditions (the “Terms”) govern your use of payment processing features, checkout interfaces, recurring payment functionality 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, payment link or other Payop-supported payment flow. The version made available when you initiate a Transaction applies to that Transaction, unless Applicable Law requires otherwise.
The Merchant’s terms govern the underlying purchase. These Terms do not replace, amend or make Payop a party to the Merchant’s contract with you, except where the Checkout expressly identifies Payop as the seller, merchant of record or other contractual counterparty.
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, payment link, payment request interface or other user experience through which Payop or its partners processes or facilitates a Transaction.
“Merchant” means the seller, service provider, platform, marketplace seller, subscription provider, 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, stored credential, 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.
“Recurring Payment Authority” means a consent, mandate, subscription instruction, stored-credential authorization, direct-debit instruction or similar authority allowing one or more future Transactions.
“Services” means the payment processing, payment facilitation, authentication, verification, tokenization, recurring payment management, communication, fraud screening, compliance review and related services made available by Payop.
“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, payment facilitation and related technical and operational services. Depending on the Payment Method and Transaction flow, Payop may act directly or through affiliates, banks, acquirers, issuers, payment institutions, payment networks, Payment Method providers and other service providers.
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.
Unless expressly disclosed in the Checkout, Payop is not the seller, supplier, manufacturer, distributor, marketplace seller or provider of the goods or services purchased from the Merchant, and is not responsible for their quality, legality, safety, delivery, performance, suitability, warranties, returns or customer support.
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 one-time payments, recurring payments, tokenization, account or payer verification, authentication, fraud and compliance checks, payment status communications, refund facilitation, record keeping and payment-related support.
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.
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, payment request, tokenized credential use 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, frequency 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. RECURRING PAYMENTS AND STORED CREDENTIALS
Recurring payments and stored-credential Transactions are additionally governed by Schedule A. By providing a Recurring Payment Authority, you authorize the Merchant, Payop and relevant payment partners to use the Payment Method for future Transactions within the disclosed parameters.
The Merchant is responsible for clearly disclosing the subscription, billing frequency, amount or method of calculation, trial terms, renewal terms and cancellation process. Payop may provide technical tools for recurring payments but does not determine the Merchant’s commercial terms unless expressly stated otherwise.
8. 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.
9. 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.
10. REFUNDS
For a refund relating to cancellation, return, non-delivery, duplicate billing, pricing, quality or dissatisfaction with the goods or services, contact the Merchant first, unless the Checkout expressly identifies Payop as the responsible seller or refund counterparty.
Payop may facilitate a refund on behalf of the Merchant or a payment partner but is not required to issue a commercial refund unless required by Applicable Law or a separate agreement. The Merchant is responsible for deciding whether a commercial refund is due.
A refund will generally be returned to the original Payment Method. A different method may be used where required by Applicable Law, Payment Method rules or operational necessity. Refund timing depends on the Merchant, banks, issuers, payment networks and other third parties, and Payop does not guarantee when the credit will appear.
This Section addresses commercial refunds. Unauthorized, fraudulent, duplicated or incorrectly executed Transactions are addressed in Section 11.
11. ERRORS, UNAUTHORIZED TRANSACTIONS AND CHARGEBACKS
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 and notify Payop using the contact details in Section 29. Prompt reporting may be required to preserve your rights.
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 dispute, Chargeback, reversal, return or investigation. Payop may share relevant Transaction, authentication, device, consent, mandate, 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.
12. 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.
13. 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.
14. 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.
You are responsible for reviewing the Checkout and Merchant details, using a reasonably secure device and network, and promptly responding to suspected phishing, account takeover, malware, credential compromise or unauthorized activity. Notify your bank or Payment Method provider immediately and also notify Payop where the issue relates to a Payop Transaction.
Payop may contact you, request additional authentication or temporarily restrict a Transaction where Payop reasonably suspects fraud, misuse or a security threat.
15. 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.
16. MERCHANT RESPONSIBILITY
The Merchant is solely responsible for the goods or services, including their description, legality, pricing, taxes, availability, delivery, access, quality, performance, customer support, cancellation, return, refund and warranty obligations.
Direct commercial complaints to the Merchant unless the Checkout expressly states that Payop is the seller or responsible contractual counterparty. Payop may assist with payment-related inquiries but is not required to resolve the underlying commercial dispute.
Nothing in these Terms limits mandatory rights you may have against the Merchant or any other responsible party under consumer protection or other Applicable Law.
17. THIRD-PARTY SERVICES AND PAYMENT METHODS
The Services rely on third parties, including banks, issuers, acquirers, payment networks, Payment Method providers, identity and fraud vendors, telecommunications providers, hosting providers and other technology and operational service providers.
Your use of a Payment Method may also be governed by separate terms between you and its provider. Payop is not responsible for the acts, omissions, fees, decisions, outages or security practices of third parties outside Payop’s reasonable control, except to the extent Payop remains responsible under 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. COMPLAINTS
For a complaint about the goods or services, contact the Merchant. For a complaint about Payop’s payment Services, contact Payop using the details in Section 29 and include your name, Merchant, Transaction date, amount, currency, Transaction reference and a description of the issue. Do not send full card numbers, passwords or one-time passcodes by email.
Payop will acknowledge, investigate and respond to complaints within the period required by Applicable Law and, where no specific period applies, within a reasonable time. Payop may request additional information to investigate the matter.
If you are not satisfied, you may have the right to contact your bank, issuer, Payment Method provider, a consumer protection body, privacy regulator or other competent authority. The Bank of Canada does not adjudicate individual payment disputes. Nothing in this Section prevents you from exercising a mandatory right or seeking urgent relief.
27. 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 recurring or ongoing 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.
28. GOVERNING LAW AND GENERAL TERMS
28.1 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.
28.2 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.
28.3 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.
28.4 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.
28.5 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.
28.6 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.
28.7 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.
28.8 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.
29. CONTACT INFORMATION
Questions, payment-related notices and complaints may be directed to:
Legal name: Transferop Payment Gateway Ltd.
Trading name: Payop
Address: 2110-650 West Georgia Street, Vancouver, BC V6B 4N9, Canada
General support: support@payop.com
Complaints: support@payop.com
Privacy: legal@payop.com
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.