1561432 B.C. LTD. (operating as Paiera)
THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.
These General Terms and Conditions (these "Terms") contain important information which applies to your dealings with us. Please take the time to read and understand these Terms before using the Services so that you are aware of your legal rights and obligations. Further additional terms and conditions may apply in relation to specific Services offered by us, and any such terms are additional to and supplement these Terms.
Nothing in these Terms or any other statement constitutes legal, tax or financial advice. We are not acting as your financial adviser and you must not regard us as acting in that capacity. You should consult your own independent professional advisers before entering into any transaction and only do so if you have fully understood the nature of the transaction, the contractual relationship you are entering into, and all relevant terms and conditions.
Paiera is registered with FINTRAC as a Money Services Business and is subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and all regulations made thereunder, as well as FINTRAC guidelines and directives issued from time to time.
In order to provide Services to you, we may open an Account in your name. To open and maintain an Account with us and access the Services, you must: (i) complete an applicable application as requested by us; (ii) successfully complete our Know Your Customer (KYC) verification process in accordance with our AML/CTF compliance obligations under PCMLTFA and FINTRAC guidelines; and (iii) provide such information as we reasonably request. All information you provide must be complete, accurate and up-to-date.
We have sole discretion as to the opening, operation and closure of the Account. Without limiting the terms of these Terms, we may at any time, without liability: (i) vary, suspend or close your Account; (ii) specify or vary the scope of the Services able to be transacted through your Account; (iii) prescribe the types of Digital Assets and fiat currencies supported in respect of your Account; (iv) set or vary any limit regarding the Account or Services; and/or (v) restrict or impose conditions or limits on the Account.
Any Account is established and maintained by us for the sole purpose of providing the Services. In no circumstances should any Account be interpreted as a banking service, deposit-taking service, or stored value facility of any kind. Paiera is not a bank and does not provide banking services.
In addition to the above, you agree to provide us with all information and/or documents we may require from time to time, including such information and/or documents as may be required for compliance with Applicable Law, including PCMLTFA, FINTRAC requirements and applicable Canadian sanctions legislation.
You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your use of the Services, including to identify or authenticate your identity or validate your funding sources or transactions.
We are entitled, in our sole discretion, to refuse your application for, or to suspend, terminate or limit your use of, the Services, and/or to change the eligibility criteria for registration at any time.
We may confidentially verify the information you provide us with, or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you confirm that you consent to us or a third party carrying out such verifications on our behalf.
You must ensure that any information provided to us is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you to request further information or ask you to go through the verification process again.
(a) We may determine the Services made available to you under these Terms from time to time, at our sole discretion. To access the Services, you must open and maintain an Account with us.
(b) Without limiting our rights under Clause 2.10(a), we may refuse to provide any Service if, in our opinion:
(c) Without limiting our rights under any other provision of these Terms, we may also suspend or refuse to provide any Service if, in our opinion, the Service may:
Subject always to your continuing compliance with these Terms, the Company grants you a limited, non-transferable, non-exclusive licence to use the merchant web portal on your Enabled Device and only for your own purposes. All other rights not expressly granted to you are reserved by the Company.
Some software components used in the merchant web portal may be offered under an open source or other licence as we may notify you. In such cases, your use of those components of the merchant web portal shall be governed by those terms to the extent of any inconsistency between these Terms and those terms.
You acknowledge and agree that your use of your Account and the Services is at all times subject to your compliance with these Terms and all other applicable terms.
You shall be solely responsible and liable for any access to and use of the merchant web portal and Services through your Enabled Device, notwithstanding that such access may have been effected without your knowledge, authority or consent. The Company shall not be liable to you for any loss or damage resulting from such use.
Should you discover that your Enabled Device is lost, stolen or has been accessed or used in an unauthorised way, you shall notify us immediately by contacting us at contact@paiera.ai, and you should reset the password on your Enabled Device as soon as possible.
Your use of the Services may be subject to certain Fees, which will, if applicable, be debited from your Wallet Balance of the Custodian Account(s) or Virtual Account Balance (as applicable), deducted at the settlement of your Card Balances or completion of Swap Transactions, or otherwise charged to you separately. You undertake to settle any outstanding Fees immediately upon request, failing which we reserve the right to suspend your use of the Services until all outstanding Fees have been settled. The list of applicable Fees is set out in the relevant fee schedules, the merchant web portal and the Site. The Company may, at its sole discretion, introduce additional Fees or otherwise adjust or update the Fees from time to time.
All applicable Fees are exclusive of any applicable taxes, including Canadian GST/HST and applicable provincial taxes, and the actual Fee charged will be increased to account for any such applicable taxes.
If, on any day, you and we have payment and delivery obligations in the same fiat currency or the same Acceptable Token in respect of two or more transactions, we may elect for such obligations to be settled on a net basis so that they will be automatically satisfied and discharged.
In addition to our rights under Clause 6.1, we may at any time without notice to you set off any amount or other obligation due from you to the Company against sums due from the Company to you, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment. If, after such set-off, a balance of account remains due and payable by you to the Company:
We are entitled to exercise a general lien over any or all of your property which is in or comes into our possession or control. We have the right to sell such property and apply the proceeds of sale, after deduction of reasonable costs, to satisfy any amount you owe us.
For the purposes of this Clause 6, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.
You acknowledge and agree that:
Without prejudice to the foregoing, you shall not (and shall not authorise, allow or assist any other party to):
By using the Services, you confirm that you have read and understood our Privacy Policy and consent to us collecting, using, disclosing and sharing your Personal Data with our authorised service providers and relevant third parties for purposes required to facilitate and administer your use of the Services. Our Privacy Policy is accessible at https://paiera.com/privacy_policy.html. Our collection, use and disclosure of Personal Data is governed by Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.
You shall accept full responsibility for the security and authenticity of all Instructions sent via the merchant web portal and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from your Enabled Device via the merchant web portal are yours.
You are aware that Instructions and information transmitted via the merchant web portal are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will be completely protected against unauthorised access, and you accept these associated risks.
Any Instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instructions from the relevant system and duly informed you of such receipt.
Without prejudice to any other terms in these Terms, you shall be liable for any damage that may be caused through the use of the Internet, including through loss, delay, misunderstandings, corrupted texts, unauthorised interceptions by third parties or duplicates.
You acknowledge and agree that in the event of any dispute arising in connection with your use of the Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the Services (including Transaction History) at any specified date shall be binding on you for all purposes whatsoever.
The Company may at any time, without notice and in its sole and absolute discretion, terminate, suspend or limit your use of your Account and the Services (including freezing or closing your Custodian Account(s) and/or Virtual Account, refusing to process any Card Transactions or Scan to Pay Transactions, refusing or suspending any transfers, deposits or withdrawals, or refusing or suspending any Swap Transactions) for any reason, including, without limitation (each, an "Event of Default"): (a) any breach by you of these Terms or any other applicable terms; (b) compliance with Applicable Laws, including PCMLTFA, FINTRAC requirements or applicable Canadian sanctions legislation; (c) where the Company suspects that a transaction effected by you is potentially connected to any unlawful activities, including money laundering, terrorism financing, sanctions evasion or fraud; (d) as informed by its internal risk monitoring policy; (e) you become Insolvent; (f) you act fraudulently or dishonestly; (g) you breach any Applicable Laws; (h) you are convicted of a crime in any jurisdiction; (i) we consider that the Account is being operated in an irregular or improper manner; or (j) you fail to make on its due date any payment or delivery to the Company.
The Company reserves the right to reverse, cancel, refuse to honour or exclude you from participating in any incentive programmes (including any kind of reward, cashback or referral programmes) if you are found in breach of any of these Terms.
Your obligations under these Terms will continue and the Company shall remain entitled to debit your Wallet Balance for any amounts and charges incurred in or related to Services and Card Transactions carried out before or after the termination of your Services, and you shall remain liable to the Company for such amounts until they are paid in full.
Subject to Applicable Law, you shall not be entitled to any payment, compensation or damages from us in relation to any suspension or termination of your use of the Services for any reason whatsoever.
You are entitled to a refund of your Wallet Balance of the Custodian Account(s) and/or a withdrawal from the Virtual Account Balance (as the case may be) upon termination of your Services, subject to Clauses 11.6 to 11.13 below.
The Company's rights of suspension and termination under these Terms shall be without prejudice to any other rights or remedies which the Company may have.
You may at any time request for the termination of any of your Services and a refund of your Wallet Balance ("User Termination"). Requests for a User Termination may be submitted via the merchant web portal or by email to contact@paiera.ai.
In order to process your request for a User Termination, the Company may ask you to provide photographic identification documents and other details for identification purposes to enable the Company to comply with its obligations under Applicable Law.
The Company may, subject to Applicable Laws, delay, deny or reduce the amount returned to you if necessary to ensure that the requested reduction or release does not result in a negative Wallet Balance.
The Company, in its sole and absolute discretion, will determine how (e.g. on-chain transfer, bank transfer) your remaining Wallet Balance will be returned to you. All refunds are subject to operational, network, exchange and third-party constraints. Your remaining Wallet Balance will only be returned to you, the holder of the Account, and not to any other person.
Any refund of your remaining Wallet Balance must be claimed and accepted by you within 3 years of issuance of such refund by the Company, failing which the Company reserves the right to forfeit such Wallet Balance without prior notice, subject to Applicable Law.
You may be charged a fee for the refund or withdrawal of your Wallet Balance to cover the costs incurred by the Company.
In the event that your Account is suspended or terminated pursuant to these Terms, the Company may, at its sole discretion, charge an account maintenance fee in respect of any Wallet Balance remaining in your Account.
Except as expressly provided in these Terms, to the fullest extent permitted by Applicable Law, we disclaim all other representations or warranties, express or implied, including without limitation any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any Service or any goods provided incidental to the Services.
To the extent permitted by Applicable Law, in no event shall the Company or any of its representatives be liable to you for: (a) any losses or damage due to an unusual or unforeseeable event outside our reasonable control, including force majeure events, acts of war or civil unrest, natural disasters, strikes, actions of governmental authorities, or disruptions to internet or blockchain networks; (b) any delay, suspension, discontinuance or failure of the merchant web portal or Services; (c) compliance with Applicable Laws or court orders; or (d) lost profits, lost revenues, lost business opportunities, or any special, incidental, indirect or consequential damages.
To the extent permitted by Applicable Law, the total liability of the Company arising out of or in connection with the provision of any Service under these Terms shall be limited to your Wallet Balance of the Custodian Account(s) and/or the Virtual Account Balance (as applicable) as of the date your claim arises.
The Company shall not be liable for any fault on the part of any third-party service providers instructed by us. In such cases, the Company's liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers.
Nothing in these Terms shall operate to limit or exclude any liability for fraud or for death or personal injury resulting from negligence, or any liability which cannot be excluded by Applicable Law.
You agree to indemnify and hold the Company, each of its affiliates and third-party service providers, and each of their respective officers, directors, agents, employees and representatives (collectively, "Indemnified Parties"), harmless from any claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to: (i) your breach of these Terms; (ii) your use of the merchant web portal and the Services; (iii) your violation of any Applicable Law or the rights of any third party; and (iv) any transactions resulting from your wilful default, fraud, gross negligence or breach of these Terms.
These Terms may from time to time be updated or amended, and the Company will post any such updates on the merchant web portal and the Site. Updated Terms will take effect immediately upon posting unless otherwise specified. You should regularly check the merchant web portal and the Site to inform yourself of any such changes. By continuing to use the merchant web portal and the Services after any changes take effect, you are indicating your acceptance of the updated or amended Terms. If you do not wish to be bound by any changes to these Terms, you should stop using the merchant web portal and the Services immediately.
These Terms, and any rights and licences granted hereunder, are personal to you and may not be transferred or assigned by you, but may be assigned by the Company without restriction, including to any of the Company's affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.
If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
These Terms constitute the entire agreement between you and the Company with regard to their subject matter and supersede and invalidate all other prior representations, arrangements, understandings and agreements relating to the same subject matter, whether oral or in writing, express or implied.
These Terms are concluded in the English language and all communications, including any notices or information transmitted, shall be in English. If these Terms or any part of them are translated into any other language, the English language text shall prevail.
Notwithstanding the foregoing, if there are conflicts between these Terms and any Service Content, these Terms shall prevail.
These Terms shall be waived in whole or in part only with the written consent of the Company.
The delay of enforcement or the non-enforcement of any of the terms of these Terms by the Company shall not be construed as a waiver of any of the other rights of the Company arising out of the breach or any subsequent breach of any of these Terms.
By using the Services, you agree that the Company and its authorised service providers may provide you with any notices or other communications relating to your use of the Services electronically: (a) via email to the address you provide, SMS message or telephone call to the phone number you provide; or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
You may contact us by email at contact@paiera.ai. You may also contact us in writing at 252 Trunk Road, Duncan, BC V9L 2P2, Canada.
As a registered Money Services Business (MSB) in Canada, Paiera (1561432 B.C. LTD.) is subject to PCMLTFA and all regulations made thereunder, as well as FINTRAC guidelines and directives issued from time to time. By using the Services, you acknowledge and agree that:
You agree to cooperate fully with the Company's AML/CTF compliance obligations, including providing all information and documentation requested by us to fulfil our obligations under PCMLTFA, FINTRAC requirements and applicable Canadian sanctions legislation. Failure to do so may result in the suspension or termination of your Account and Services.
Save for Indemnified Parties, a person who is not a party to these Terms has no right to enforce any term of these Terms. Notwithstanding the foregoing, these Terms may be rescinded or varied in any way and at any time by the Company and you without the consent of any Indemnified Party.
Unless otherwise specified in the relevant Parts, these Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
Any dispute, controversy, difference or claim arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice of the dispute, either party may refer the matter to arbitration in accordance with Clause 22.3.
Notwithstanding any other provision of these Terms, either party may apply to any court of competent jurisdiction for injunctive or other interim relief without waiving the right to arbitrate the underlying dispute.
Nothing in these Terms limits the right of either party to make a complaint to any regulatory authority, including FINTRAC, in respect of any matter within that authority's jurisdiction.
| Term | Definition |
|---|---|
| "Account" | means the account established in respect of the Services, which includes the Custodian Account and/or Virtual Account, as applicable. |
| "Acceptable Tokens" | means such Digital Assets as are accepted by the Company to be deposited into the Custodian Account or otherwise used in connection with the Services, including Bitcoin (BTC), Ethereum (ETH), Tether (USDT) and USD Coin (USDC). Such list may be updated from time to time at the sole discretion of the Company. |
| "AML/CTF" | means anti-money laundering and counter-terrorist financing. |
| "merchant web portal" | means the Paiera merchant web portal owned and operated by the Company, accessible via web browser, including all content and services made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof. |
| "Applicable Law" | means any Canadian federal or provincial law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, code, guideline, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree or directive published or in force at any time which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, and includes without limitation PCMLTFA and FINTRAC requirements. |
| "Card Transactions" | means each transaction effected by using your Paiera Card or PIN. |
| "Company" | means 1561432 B.C. LTD., a corporation incorporated under the laws of British Columbia, Canada, operating under the trade name "Paiera", registered as a Money Services Business with FINTRAC, having its registered office at 252 Trunk Road, Duncan, BC V9L 2P2, Canada. |
| "Custodian Account" | means the account opened by a user with the Company or its appointed custodian, including a cryptocurrency wallet, which allows a user to hold Digital Assets and fiat currency in custody in connection with the Services. |
| "Digital Assets" | means digital representations of value which may be in the form of digital tokens (such as digital currencies, utility tokens or security or asset-backed tokens), virtual currencies, crypto assets or other assets of essentially the same nature, as recognised under Applicable Law from time to time. |
| "Enabled Device" | means the device (computer, tablet, or other web-enabled device) successfully registered by you for use in connection with the merchant web portal and Services. |
| "Event of Default" | shall have the meaning ascribed to it in Clause 11.1. |
| "Fees" | means all applicable fees and charges imposed by the Company in relation to the use of the Services, as set out in the relevant fee schedules, the merchant web portal and the Site from time to time. |
| "FINTRAC" | means the Financial Transactions and Reports Analysis Centre of Canada. |
| "Group / we / us / our" | means 1561432 B.C. LTD. (operating as Paiera) and its affiliates and subsidiaries, as applicable. |
| "Indemnified Parties" | shall have the meaning ascribed to it in Clause 13. |
| "Instructions" | means any written or electronic instructions (including information, communications, orders or messages) given by a user, or a person reasonably believed by the Company to be an authorised person of the user, in connection with the Services. |
| "Insolvent" | means where a person: (a) makes a general arrangement or composition with or for the benefit of its creditors; (b) institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy or other law affecting creditors' rights; (c) is unable to pay its debts as they become due; or (d) is subject to any analogous event under Applicable Law. |
| "KYC" | means know-your-customer, as required under PCMLTFA and FINTRAC requirements. |
| "MSB" | means Money Services Business, as defined under PCMLTFA. |
| "Paiera" | means the trade name under which 1561432 B.C. LTD. operates its money services business. |
| "Paiera Card" | means the Paiera crypto-linked card, available as either a virtual or physical card, provided to you by the Company in connection with the Services. |
| "PCMLTFA" | means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and all regulations made thereunder, as amended from time to time. |
| "Personal Data" | means personal information as defined under Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation, being information about an identifiable individual. |
| "PIN" | means such code or number used for the purpose of identification when you access information, give any instruction or conduct any transaction using your Paiera Card or any other Service. |
| "Proscribed Address" | means any blockchain address with which dealings are prohibited or restricted under any applicable Canadian or international sanctions legislation or FINTRAC requirements. |
| "Proscribed Person" | means a person who: (a) is subject to sanctions under applicable Canadian federal sanctions legislation, including the United Nations Act (Canada) or the Special Economic Measures Act (Canada); (b) appears on any list of persons with whom dealings are prohibited or restricted by FINTRAC, the United Nations or any other governmental authority under Applicable Law; or (c) acts on behalf of, or for the benefit of, any person described in (a) or (b) above. |
| "Services" | means the Site, merchant web portal and all related features, services, content and applications which the Company may make available to you from time to time. |
| "Site" | means the Paiera website at https://paiera.com/. |
| "Swap Transactions" | means transactions for the exchange or conversion of one type of Digital Asset or fiat currency for another, as made available through the merchant web portal from time to time. |
| "Trade Marks" | shall have the meaning ascribed to it in Clause 7(a). |
| "Transaction History" | means the transaction history of your Account and Services and details of your Custodian Account(s) and/or Virtual Account, as applicable. |
| "User Termination" | shall have the meaning ascribed to it in Clause 11.7. |
| "Virtual Account" | means a virtual account established in your name through which certain fiat currency transactions may be processed in connection with the Services. |
| "Wallet Balance" | means the total amount of fiat currency and Digital Assets (as applicable) held in your Custodian Account(s), as may be increased or decreased in accordance with these Terms. |
| "you / your" | means the individual who is the user of the Services provided by the Company and who has agreed to these Terms. |
Headings should be disregarded in the interpretation of these Terms.