Terms and Conditions.

Account — Client’s electronic money account opened with Paily, holding electronic money.

Alternative Payment Method (APM) — Payment methods other than cards (e-wallets, phone account payments, etc.).

Wallet — Sub-account opened in Client’s Account in the Client’s chosen base currency.

Base currency — Reference currency chosen by Client before opening a Wallet.

Business day — Days when Paily services clients, excluding Canadian national holidays and Paily’s announced non-business days.

Business relationships — Relations between Paily and Client during service provision.

Card — Payment card branded as Visa, Visa Electron, Mastercard, or Maestro used for transactions.

Client — Account holder or applicant; natural person, sole proprietor, merchant, self-employed individual, or entity with legal commercial activity conducting business with Paily.

Communication — Instructions, orders, documents, logs, transactions, and information exchanged between parties as described in the communications section.

Terms and Conditions — Present Terms and Conditions of Paily and annexes relating to Services, E-Money System use, and Paily websites and interfaces in current edition.

Paily E-Money System — Software and hardware complex including funds transfer systems with standardized arrangements for processing, clearing, and settling payment transactions through the Website.

Deposit — Crediting funds to Client’s Account by purchasing electronic money using designated deposit options.

Withdrawal — Transferring funds from Client’s account via selected method by redeeming electronic money.

Electronic Money (E-Money) — Electronically stored monetary value representing a Client’s claim on Paily, issued upon receipt of funds for making payment transactions and accepted by Client.

Fees — Fees, rates, and charges levied by Paily for Services, amendable by Paily per these Conditions. Written agreements between Client and Paily regarding Fees take precedence over general Fees within specified service frames.

Services — Services offered by Paily subject to these Conditions, including all products available to Client per stated terms and Paily website and direct agreements.

Transaction — Client-initiated act of placing, transferring, or withdrawing funds, regardless of underlying obligations.

Login authorization data — Authorization and verification information provided by Paily for identification and account login, including unique account number, password, login code, and verification messages.

The Client acknowledges that:

• Paily functions neither as a credit institution nor bank; Client’s Account does not qualify as a bank account.
• Paily grants authorized Clients access to its E-Money System to buy electronic money, request redemption, and facilitate payments to and from third parties. Paily operates as an independent service provider.
• Access to Paily’s Services requires Client completion of KYC procedures and necessary checks. Periodic, regular, annual, or exceptional KYC checks related to Client activity are mandatory.
• Specific conditions including Privacy Policy, Cookies Policy, and AML and KYC Notice may be published on Paily’s website and E-Money System. Clients are responsible for regularly consulting and reviewing for alterations. Disagreement with updates warrants discontinuing Website and Service use.

Paily provides Services only to authorized Clients following full inspections. Authorization requires Client acceptance of these Conditions and specific conditions published on Paily website.

During authorization, Paily may request information including Client identification. Paily may further request information necessary per anti-money laundering laws. Clients understand and accept requirements to provide requested information within 14 business days; failure may result in account suspension or closure.

Paily is under no obligation to accept or authorize any Client. Paily determines information scope and authorization terms at full discretion.

Clients must provide updated information on themselves and Paily. Paily reserves rights to request additional information from time to time, which Clients must provide. Failure results in account deactivation and relationship continuation decisions.

Clients must notify Paily within 14 business days of any changes to information or documents provided during authorization.

Once authorized, Clients receive a personal Account accessible only by the Client within stated declared activity and purposes. Clients take necessary measures protecting login authorization data and use Accounts per these Conditions.

Each Client is allowed one approved Account. Additional applications and documents attach to the sole approved Account. Multiple accounts trigger Paily’s closure of additional accounts at its discretion, with fund transfers to the remaining account.

Clients cannot tamper, hack, modify, or corrupt Paily E-Money System security or functionality. Suspected activities trigger immediate account freezing until suspicions are confirmed or discredited.

All information is provided in English only; English is the communications language for these Conditions.

Clients and Paily use telephone, email, and similar technological means for communications per Paily instructions and Client admission. By sending and receiving Communications, Clients acknowledge exposure to inherent risks including hardware and software failure, communications infrastructure disruption, altered, delayed, or misdirected content, duplication, interception, and operator restrictions. System unavailability may prevent proper transaction execution. Clients assume full responsibility and acknowledge all described risks.

Paily reserves discretion to record telephone conversations, Internet exchanges, emails, and meetings, using recordings and transcripts as evidence with any party deemed necessary, including regulatory authorities and courts. Clients cannot rely on recording availability.

Paily may provide notice via website posting, account login-only information, verified email, phone calls, or SMS. Clients require Internet access and email for communications. Access responsibility belongs entirely to Clients.

Except for particular clauses, notices are considered received within 24 hours of website posting or email sending. Mail-sent notices are considered received 3 business days after sending.

Clients may request legal disclosure copies from Paily in durable medium (email). Clients may withdraw electronic communication consent; Paily may charge document request fees for paper copies and may close accounts if Clients withdraw electronic communication consent.

Notices to Paily must be emailed to support. Registration and use constitutes unconditional acceptance of all Conditions; Account use confirms Client approval.

Clients access Accounts through the Website using login authorization data provided by Paily. Technical issues warrant contacting Paily support.

Upon login data input, Paily verifies information. Verified Clients gain Account access for payment transaction instructions.

Clients suspecting third-party login data acquisition must promptly notify Paily via phone or email. Clients may request account blockage pending investigation and identification.

Clients acknowledge Paily’s access to Client Accounts for supervisory, audit, or security purposes but confirm Paily takes no account actions unless explicitly stipulated in these Terms.

Clients must maintain strict login authorization data confidentiality and protect against misuse. Loss or misuse responsibility rests solely with the Client, bearing full liability for unauthorized usage consequences. Clients agree to indemnify Paily from loss or misuse-related claims. Account access via login authorization data presumes individual Client identity without further Paily clarification, though Paily retains rights requesting additional identification elements anytime.

Clients suspecting login data compromise may request blockage; blockage removal requires Client action.

Clients acknowledge the electronic Paily E-Money System nature, provided strictly on an “AS IS” and “WITH ALL ITS FAULTS” basis.

Upon authorized access, Clients create electronic money Wallets in various currencies as sub-accounts recorded in the Paily E-Money System under Client-chosen currency.

No Account balance maintenance obligation exists. If Clients hold Account balances, funds representing balances are segregated and combined with other Client balances. Pooled balances are held in one or several Paily accounts per legal requirements and internal policies.

Conducting Transactions requires Clients to:

• Fund Accounts by purchasing electronic money or receiving electronic money transfers from other Clients via Paily E-Money System.
• Prepare Transactions for execution pending Paily final authorization.

Upon successful final authorization, Paily executes Transactions as requested or prepared by Client. Paily reserves transaction rejection rights per these Terms, provided rejection is not unreasonably withheld.

6.1 Deposits

Clients purchase electronic money using designated Deposit methods. Clients must provide requested information and pass identity and security validation and verification before Paily accepts fund deposits. Upon Deposit, Clients authorize Paily to receive funds from chosen sources, deduct applicable Fees, and credit electronic money to Client Accounts.

During depositing, Clients acknowledge funds deposited in chosen currency credit to respective Wallets. Lacking Wallets in deposited currency triggers automatic Paily creation with explicit Client authorization or possible fund conversion at Paily’s discretion. Cross-border payment regulations may create foreign exchange rate differences; Clients agree not to raise claims regarding conversion.

Paily retains discretion setting electronic money purchase limits, imposing special requirements, or declining funds.

Visa and MasterCard Deposits processed successfully provide no cancellation or refund availability. Electronic money redemption requires Withdrawal via Visa or MasterCard, subject to applicable Fees.

6.2 Withdrawals

Clients Withdraw electronic money using available methods. Clients must provide requested information and pass identity and security validation and verification before Paily authorizes withdrawals. Upon Withdrawal, Clients authorize Paily transferring electronic money to Client base currency via chosen withdrawal sources, deducting applicable Fees, and remitting electronic money back.

Clients explicitly agree Paily conducts Withdrawals only to accounts held in Client names.

Clients understand and accept Paily may impose legal Withdrawal limits, request additional information, or withhold Withdrawals until Clients submit necessary legal compliance information.

6.3 Payments within the Paily E-Money System

Clients initiate Payments to other Clients and entities accepting Paily transfers. Clients must specify Payment purposes aligning with business nature in Account opening applications. Upon completing required fields, the Paily E-Money System calculates and displays applicable transfer Fees.

Transaction initiation confirms entered data accuracy; Clients assume full responsibility for information inaccuracies.

Transactions grant full Paily authorization executing fund transfers as directed. Electronic money transfers within Paily E-Money system to Client-designated recipients. Though typically immediate, technical malfunctions may cause delays; Paily exerts all efforts rectifying issues promptly.

Clients fully acknowledge Transaction initiation prevents cancellation or modification. Transaction initiation provides irrevocable, unconditional Paily instructions proceeding without cancellation or alteration intent.

6.4 Internal Transfers

Clients conduct Internal transfers between various-currency Wallets. The system displays spot exchange rates; however, Clients explicitly acknowledge these rates are indicative only. Upon Client Transaction completion, designated amounts internally transfer between different-currency Wallets.

6.5 Chargebacks

Clients must adhere to electronic money purchase conditions. Selecting chargeback-allowing payment instruments obligates Clients not exercising chargeback rights or initiating chargebacks for electronic money purchases unless Paily fails fulfilling these Conditions obligations, warranting electronic money refunds.

6.6 Refunds

Refunds occur in specific circumstances:

• Technical glitches or system errors within platforms causing financial discrepancies during exchange.
• Single transactions inadvertently processed multiple times causing duplicate charges.
• Platform Transaction execution inability due to internal issues causing non-delivery.

Refunds exceeding original amounts are prohibited. Refund requests must submit within 14 days of original funding completion.

6.7 Unauthorized Transactions

Clients bear sole responsibility ensuring Paily services are not used for illegal transactions.

Complete records of all Transactions (charges, fees, margins) are documented in Accounts, accessible to Clients anytime. For extra website-outlined fees, Clients request Paily Transaction confirmation; Paily must provide Account-Transaction confirmations. History sections specify Transaction statuses (completed, canceled, pending).

Paily enforces and upholds fund-safeguarding procedures and measures. The company ensures received fund legal protection in Client interests. Clients acknowledge certain electronic money receipt, purchase, transfer, or redemption transactions and functionalities may require distinct identity and security validation and verification checks, including third-party validation and verification systems.

Clients explicitly agree to duly compensate for rendered Services (payment transfers, currency conversions, withdrawals, document preparation, outstanding services). Clients agree settling all applicable Fees.

Clients acknowledge pre-Transaction review and acknowledgment of associated Fees. Currency exchange Transactions apply prevailing liquidity provider spot rates. Clients consent direct Paily Fee withdrawal from Client Accounts anytime.

Paily reserves introducing new services with new charges, which Clients commit paying per these Conditions. Paily retains unilateral Fee modification rights. Clients receive email notification of Fee changes.

Certain electronic money purchase options credit Client Accounts before payment clearing by Client-designated financial institutions, associations, or payment service providers. In such cases, Paily may periodically present uncleared payments to Client financial institutions, associations, or payment service providers.

Paily reserves insufficient funds and uncleared payment debiting from Client accounts, acquisition from designated financial institutions and associations or payment service providers, or alternative collection means.

Negative account balances occur when insufficient electronic money exists. This may happen if Clients use unjustified chargeback rights per these Conditions or Paily demands unjustified electronic money refund reimbursement.

Negative balances constitute Client debts to Paily requiring immediate payment. Paily holds collection rights anytime. Failure fulfilling payment obligations constitutes Conditions breach.

Paily strictly adheres to laws, regulations, and internal policies refraining from sanctioned country and territory payments, including but not limited to: Afghanistan, Cuba, Iran, North Korea, Syria, Russian Federation, Belarus, Ukraine Regions (Crimea, Donetsk, Luhansk), Myanmar, Central African Republic, Congo DR, Lebanon, Libya, Mali, Nicaragua, Somalia, Sudan, Venezuela, Yemen, Zimbabwe.

Prohibited country lists are subject to change.

Paily refrains from providing services to Clients engaged in restricted activities, including:

• Conditions, laws, statutes, contracts, or regulation breaches.
• Paily copyright, patent, trademark, or intellectual property right violations.
• False, inaccurate, or misleading information provision.
• Requested information failure.
• Reasonably fraudulent-believed document submission.
• Unjust enrichment dispute actions.
• Anonymous proxy use.
• Dispute, claim, or fine services use.
• Virus, Trojan horse, worm, or computer programming tool transmission facilitating Paily E-Money System damage.

Clients guarantee and assert:

• Client Products and Services comply with applicable jurisdictional laws where goods and services are offered.
• Clients possess all necessary goods and service advertising and provision licenses and permits.
• Clients neither receive illegal, fraudulent, deceptive, or manipulative activity funds nor send or receive illegal source funds.
• Clients indemnify Paily against losses, costs, liabilities, and expenses (including attorney fees) from Conditions non-adherence.

Account closure does not mean data deletion; Paily retains data per privacy policies and legal requirements for a minimum 5 years.

Paily may close Client accounts with 10-day notice. Paily reserves account suspension and closure rights without notice for, among other reasons:

• Client account unauthorized or fraudulent use or improper access.
• Suspected login detail compromise.
• Reasonable grounds for significant or persistent Conditions violation.
• Investigation cooperation refusal or insufficient identity and security confirmation provision.
• Client account alleged criminal, illegal, or fraudulent activity involvement.
• Government entity or agency money laundering or terrorist financing investigation compliance.
• 9-month account inactivity.

Upon Closure, Paily redeems unrestricted Account funds per Terms.

Both parties must not disclose other party confidential information except as legally or regulatory authority required.

Conditions acceptance agrees certain data (email and phone number) processing by Paily and sharing with other Paily clients within E-Money System.

Paily may disclose Client information as law and regulatory authorities require or counterparties without prior notice. Clients agree to Paily Privacy Policy consent, consenting personal information transfer outside Canada and EEA.

Mentioned Conditions rights and remedies are cumulative and non-exclusive. They are additional to, rather than replacing, law-provided rights and remedies.

Paily delay, omission, or partial right, power, or remedy exercise (law-provided or Conditions-provided) prevents further exercise.

Clients must indemnify and hold Paily harmless from losses, taxes, expenses, costs, and liabilities (including reasonable legal fees) from Client Conditions breach or Client illegal Paily service actions.

Paily provides services per statutory rights without explicit or implied warranties except expressly stated in these Conditions. Paily lacks services-paid product or service control and cannot guarantee completion or merchant Client authorization.

Paily is not liable for indirect or consequential losses (profit, business, reputation) or legal or regulatory compliance losses.

This agreement does not exclude negligence-caused death or personal injury liability, fraudulent misrepresentation, or statute-unexcludable liabilities by mutual agreement.

Clients and Paily commit to amicable, constructive good-faith dispute resolution.

Agreement action execution requires British Columbia, Canada law adherence. Initially, service-provided concerns must raise with Paily.

Clients and Paily exert reasonable dispute-related negotiation efforts. Unresolved disputes exclusively settle in British Columbia, Canada courts.

These Conditions are British Columbia, Canada law-governed. Task implementation requires both parties complying with applicable laws, regulations, and international payment system rules (including Visa Europe and Mastercard Worldwide).

Neither party may assign or transfer these Conditions, rights, obligations, benefits, or interests without prior other-party written consent (consent cannot be unreasonably withheld). Paily reserves rights assigning these Conditions to parent, subsidiary, or associated companies without Client consent in merger, reorganization, recapitalization, or all-or-significant-portion Paily stock, business, or asset sale scenarios.

Party failure or omission carrying out obligations or observing Conditions stipulations shall not give rise to claims or be deemed breach if arising from force majeure causes (acts of God, war or warlike hostilities, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, labor shortage, subcontractor delivery delays or machine failure from force majeure, or party-control-outside events).

Either party notice to other regarding these Conditions must be written and delivered to this Conditions-stated address or Client application or parties notify other addresses or as Conditions explicitly stipulate otherwise.

Clients using Paily software (API, reporting system, software developer’s toolkit, or other downloaded application to Client computers, devices, or platforms) whereby Paily and licensors grant limited nonexclusive software use licenses per documentation (including updates, upgrades, versions, and replacement software) for Client personal use only.

Clients cannot rent, lease, or transfer software rights to third parties. Clients agree not altering, reproducing, adapting, distributing, displaying, publishing, reverse engineering, translating, decompiling, or attempting source code creation from software.

Paily is entitled to amend these Conditions anytime by giving notice including email notice, website posting, or Account access-time presentation to Clients. Changes and amendments become effective on notice-specified dates unless Client 30-calendar-day express disapproval from notification date; however, such objection constitutes Client notice terminating party-concluded agreements and closing all Paily accounts.

Paily expressly reserves website-use rights informing Clients of Conditions changes, whereby Paily website notice posting shall constitute Client-deemed valid change notification. Clients undertake regularly reviewing Paily website and regularly accessing online reporting where relevant information publishes.