Terms and conditions – Canada

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Everpay Canada Inc Terms and Conditions

These Terms
1. These terms and conditions, including the terms which apply when buying or selling currency and the terms which apply to payment services (the “Terms”), together with the application form (together, the “Agreement”), govern the provision of foreign currency exchange services and payment services to you by EVERPAY CANADA
2. Please read these Terms You are required to read and agree to these Terms when you submit your application form to become a client of EVERPAY CANADA INC. Once you have been accepted as a client of EVERPAY CANADA INC, a copy of these Terms will be sent to you by email for your reference.
3. By agreeing to these Terms, you agree with EVERPAY CANADA INC that all orders will be accepted on these Terms and all transactions will be carried out in accordance with these
4. These Terms tell you who we are, how we will provide services to you, how we or you may change or end agreements under these Terms, what to do if you have any problems and other important
5. If you have any queries in relation to these Terms, please contact us on the details below.
6. Our services to you will be carried out as described below and with reasonable skill and

Definitions
1. References in these Terms to “we,” “us,” “our,” “ours,” or EVERPAY CANADA INC are references to EVERPAY CANADA INC and vice
2. References in these Terms to “you,” “your,” “yours,” or “Client” are to you, the customer of EVERPAY CANADA INC and, as the context may require, your designated authorised representative(s) from time to “Authorised Persons” has the meaning set out in clause 1.4 of the Terms which apply when buying or selling currency;

“Business Day” means any day other than a Saturday, Sunday, or statutory holiday in Toronto, Ontario or any day on which commercial banks are open for business in Toronto, Ontario

“Clients” and “you” means Business Clients, Individual Clients and Authorised Persons;

1. “Event of Insolvency” means the Client becomes insolvent or unable to pay its debts, has a bankruptcy, winding up or administration petition against it or presented to the Court or has to convene (or has convened) a meeting for the purpose of having a liquidator appointed or has a receiver appointed over its property or proposes a form of arrangement or composition with its creditors (other than for the purposes of an amalgamation or reconstruction approved in advance in writing by EVERPAY CANADA INC) or in the case of a partnership has a bankruptcy petition presented against a partner;

1. “Orders” has the meaning set out in clause 1 of the Terms which apply when buying or selling currency;
2. “Speculative Purpose” means buying or selling currency solely to try to profit from exchange rate fluctuations;
3. “Writing” when we use the words “writing” or “written” in these Terms, this includes emails;
4. Any reference in the Terms to the singular shall, where appropriate, also include the plural and vice versa;
5. Where a word or phrase starts with a capital letter such as Speculative Purposes then it is intended to have the meaning given to it in this

Information about us, what we do and how to contact us
1. Who we are: We are EVERPAY CANADA INC, a company established in Province of Our company registration number is 2025400447 and our registered office and head office is at Suite 3810, Bankers Hall West, 888 3rd Street SW, Calgary AB T2P 5C.
2. . We are registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) MSB Registration number M23890418
3. What we do: EVERPAY CANADA INC provides multi-currency collection and remittance services.
4. EVERPAY CANADA INC buys and sells currency on an execution only basis and does not provide advice as to the merits of proposed Whilst EVERPAY CANADA INC may provide information about currency markets and related matters, the Client relies entirely on its own judgement when placing an order and should not treat any information we provide to you as advice.
5. EVERPAY CANADA INC does not supply currency for Speculative Purposes or provide investment
6. How to contact us: You can contact us by telephoning our customer service team at +855 642-9004 , by email at support@Everpay.com, or by post to Suite 3810, Bankers Hall West, 888 3rd Street SW, Calgary AB T2P 5C.
7. . We do not charge you for telephoning us although you will have to pay your own call
8. How we may contact you: If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us on your application form, or any contact details that you subsequently supply to us.

On-boarding requirements
1. EVERPAY CANADA INC reserves the right to refuse any person as a client, and not to supply services to any
2. To be accepted as a client of EVERPAY CANADA INC, you must provide the information requested on our application form and any other information which we need in order to comply with the law and regulations governing our services, particularly those relating to money
3. Once we have received your completed application form and your acceptance of these Terms, we will consider your application. If we accept you as a Client we will send you an email to confirm this and include a copy of these Terms for your
4. Once we have confirmed that you have been accepted as a client of EVERPAY CANADA INC, you will be provided with our

Data Protection
1. You acknowledge that we may transfer your personal data between Canada the United Kingdom and between Canada and The United Kingdom and Singapore may provide for a different level of protection for personal data than that which is applicable in Canada. We will only transfer your personal data between WTUK and WTSG, and we will not share it with any third parties.
2. EVERPAY is committed to complying with all applicable data protection laws and regulations, including the UK General Data Protection Regulation (GDPR), the Singapore Personal Data Protection Act (PDPA) and the Personal Information Protection and Electronic Documents Act (PIPEDA). We will only process personal data for lawful purposes and in accordance with the aforementioned
3. EVERPAY provides individuals with access to their personal data and the right to access and Individuals can exercise these rights by contacting us through the channels provided in our Privacy Policy. Individuals may withdraw consent, subject to legal and contractual restrictions. If consent is withdrawn, EVERPAY will not be able to provide the foreign currency exchange services or payment services to the individual.
4. EVERPAY uses service providers located outside of If you wish to receive information concerning EVERPAY use of service providers outside of Canada, please contact our Data Protection Officer at the address listed above

Complaints and problems
1. We are committed to providing the highest levels of If you have any questions or complaints about our services, please contact us. You can telephone our customer service team on +855 642-9004 or write to us at complaints@clearing.com or Suite 3810, Bankers Hall West, 888 3rd Street SW, Calgary AB T2P 5C.

Other important Terms
1. Recording of telephone The parties agree and consent to:
  1. the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
  2. the use of such recordings or transcripts from such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties;
  3. any such recordings or transcripts made by EVERPAY CANADA INC may be destroyed by EVERPAY CANADA INC in accordance with EVERPAY CANADA INC’s normal
2. Transfer of You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
3. Third party Nothing in this Agreement is intended to confer any benefit on any third party or any right to a third party to enforce a term of this Agreement.
4. Documents may be sent by email or post. Proof of posting or dispatch of any document or other communications shall be deemed to be proof of receipt:
  1. in the case of email – the day of dispatch or, if not a Business Day, the next Business Day thereafter;
  2. in the case of delivery by first class post – 48 hours from the date of
5. Documents shall be sent to the last known fax number, email address or address of either party as provided by the other party from time to
6. No partnership, joint venture or Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties.
7. Illegality and If a court finds any part of this Agreement illegal or unenforceable, the rest of this Agreement will continue in full force and effect.
8. Delay in enforcement. Any failure by either party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date (including any rollover charges and associated costs or any additional charges as passed by correspondent banks.)
9. Assignment. The Client may not assign this agreement without the written consent of EVERPAY CANADA INC.
10. Entire agreement. These Terms, together with the documents referred to therein and the Application Form, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior oral and written communications with respect If you require changes, please make sure that you ask for these to be put in writing. In that way we can avoid any problems surrounding what we and you are expected to do.
11. Language. This Agreement is in English and any information or notifications which we send you will be in English. All documents provided to us must be in English and if translated to English the said document must be stamped and certified by an official translator. Any charges either directly or indirectly incurred as a result of translation will be the responsibility of the client.
12. Governing Law and Jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Canadian law.

Changes to the Terms & Conditions
1. EVERPAY CANADA INC have the right to amend these Terms & Conditions with a minimum of 30 days’ notice in writing to the

Capacity and warranties
1. The law requires EVERPAY CANADA INC to know its This means that EVERPAY CANADA INC must obtain proof that a Client is who he or she has stated he or she is.
2. Accordingly, when a Client agrees to these Terms and makes any orders, the Client warrants (which means you make a binding contractual promise to us) that:

1. 1. it is acting as a principal and not as an agent or an intermediary for any third party and will not do so without EVERPAY CANADA INC’s prior written approval;
  2. it has full power, authority and legal capacity to enter into this Agreement and place an order in accordance with this Agreement;
  3. all information supplied to EVERPAY CANADA INC in its application form, any orders and any correspondence with EVERPAY CANADA INC, including its address and personal details, is true and accurate in all material respects, that it has not withheld any information which would render the information supplied to be false or inaccurate in any material respect and that it will inform EVERPAY CANADA INC in any changes to that information;
  4. it will place Orders for non-Speculative Purposes and with genuine reasons for requiring an exchange of currency (other than for investment purposes);
  5. all Orders which are not spot transactions are entered into as a means to facilitate payment for identifiable goods, services or direct investment;
  6. it will provide to EVERPAY CANADA INC on request such information regarding its financial and business affairs as EVERPAY CANADA INC may reasonably
  7. all sums paid by it to EVERPAY CANADA INC belong to the client, have not been obtained by illegal means, are in no way tainted by criminal activity and are not subject to any charge, encumbrance or other security.
If the Client fails to honour any of the warranties in clause 2, EVERPAY CANADA INC may at its sole discretion, immediately or at a later time, either suspend providing its services to the client or terminate the relationship entirely which may include not fulfilling any outstanding orders.

Price and payment
1. All payments due from the Client to EVERPAY CANADA INC under these Terms shall be made in full without any set-off, counter-claim, deduction or withholding whatsoever.
2. EVERPAY CANADA INC has the right to deduct from any payments due to be made to, or on behalf of the Client, such amounts as EVERPAY CANADA INC may be required by law to deduct or may be charged to EVERPAY CANADA INC in respect of transfer or other
3. EVERPAY CANADA INC have the right to set-off against any Client monies held by EVERPAY CANADA INC any amounts owed by the Clients to EVERPAY CANADA INC in respect of any
4. All monies paid to us which belong to you and not us will be held in an account which is sperate from EVERPAY’s operational
5. If you do not pay for any currency you purchase by the date due for payment, we will attempt to contact you to ask you whether you would like to keep your position If you do not pay by the date due for payment, we may close your position or, in our discretion, keep your position open for such time as we decide. If we keep your position open, you will have to pay us and associated costs or any additional charges as passed by correspondent banks as described in clause for keeping your position open until such time as we close your position.
6. EVERPAY CANADA INC can charge interest if you pay If you do not make any payment to us by the due date set out in the email confirmation of your order, we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of Bank of Canada from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us the required interest together with any overdue amount.

Termination of this agreement
1. EVERPAY CANADA INC shall have the right to close out all or part of any Orders from the market without prior notice or further liability to the Business Client upon or at any time after the happening of any of the following events:
  1. the Business Client fails to make any payment for an Order when due and in accordance with this Agreement;
  2. the Business Client breaches any of the terms of this Agreement or fails to comply with its obligations to EVERPAY CANADA INC in respect of any Order;
  3. it becomes or may become unlawful for EVERPAY CANADA INC to maintain or give effect to all or any of the obligations under this Agreement or otherwise to carry on its business or if EVERPAY CANADA INC or the Business Client are requested to close out an Order (or any part thereof) by any regulatory authority whether or not the request is legally
  4. an Event of Insolvency or any other similar or analogous event occurs under the laws of any applicable jurisdiction or if the Business Client ceases or threatens to cease to carry on all or part of its business;
  5. any of the events specified above or anything analogous thereto occurs under the laws of any applicable jurisdiction; or
  6. EVERPAY CANADA INC at its absolute discretion considers it necessary or desirable to do so for its own protection provided that EVERPAY CANADA INC shall immediately inform the Business Client if it has closed out all or part of any Orders pursuant to this clause.

1. If the Business Client becomes aware of the occurrence of any event referred to in clause 1, it shall give EVERPAY CANADA INC notice of such event forthwith.
2. EVERPAY CANADA INC may retain all or any of the Business Client’s monies if it is required to do so by law and then deal with the money as ordered by a court or other body of competent
3. Business Client has the right to terminate the Agreement without cause upon the giving of 30 days’ written notice not withstanding that any liability to EVERPAY CANADA INC has been satisfied.

Our responsibility for loss or damage suffered by Clients
1. In this clause “Liability” shall mean losses, costs (including legal costs) damages, expenses, taxes, duties, charges or any other liability
2. We are responsible to Clients for foreseeable loss and damage caused by If we fail to comply with these terms, we are responsible for loss or damage Clients suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and the Client knew it might happen.
3. Clients are liable to us in the same way and for the same losses as are set out in 12.1 above.
4. EVERPAY CANADA INC will not be liable for any liability arising out of this agreement or any order made in pursuance of this agreement by reason of any cause except where it is due to the negligence or breach of contract of EVERPAY CANADA
5. EVERPAY CANADA INC will not be liable for any loss or damage suffered as a result of any delay in payment attributable to the late arrival of monies in our client account to settle Orders. It is the Client’s responsibility to ensure that required monies are received by our designated bank on or before the date and time set out in the Client’s order confirmation email. This is essential to ensure the contract between us can be completed.
6. Clients should allow at least one full Business Day to transfer monies to our designated account for the settlement of Orders as monies often take a full day and can take more. Clients should make all necessary enquiries to ensure that the money arrives in our account on time as we will not be able to complete the transaction on time and may not be able to sell at the rates we have offered
7. EVERPAY CANADA INC will not be liable for any costs or losses incurred by Clients in relation to buying and selling currency as a result of any other events outside its If our performance of the services is affected by an event outside our control, then we will let you know as soon as possible and we will take steps to minimise the effect of the delay. However, we will not be liable for any costs arising from any delays caused by the event. If there is a risk of substantial delay Clients may contact us to cancel their Order and receive a refund for any services you have paid for but not received. An event outside our control means any event beyond our reasonable control.
8. EVERPAY CANADA INC do not exclude or limit in any way its liability to Clients where it would be unlawful to do This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of your legal rights in relation to our services.
9. If Clients give us incomplete or incorrect information or fail to give us the information we need after we have requested it and, as a result, we are not able to supply the currency on time or at all, then we will not be liable for any losses that you incur as a consequence.
10. We are not liable to Clients for business If Clients use our services for any commercial, business or re-sale purpose we will have no liability to Clients for any loss of profit, loss of business, business interruption or loss of business opportunity.
11. In addition, EVERPAY CANADA INC’s liability to Business Clients under these Terms shall not exceed £10,000 in respect of any one claim or in aggregate.
12. Nothing in this agreement shall limit or exclude the liability of either party:
  1. for death or personal injury resulting from negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. for breach of the condition as to title or the warranty as to quiet possession implied by EVERPAY CANADA INC excludes all liability other than that accepted in this clause 9 to the fullest extent permitted by law and, without prejudice to the generality of the foregoing, EVERPAY CANADA INC accepts no responsibility for any delay or the fault or failure of any third party involved in the transmission, provision or delivery of any Order.

Clients Liability to EVERPAY CANADA INC
1. The Client shall indemnify and keep EVERPAY CANADA INC indemnified on demand against all Liabilities incurred by EVERPAY CANADA INC in the proper performance of its services or the enforcement of its rights hereunder and, in particular, without prejudice to the generality of such indemnity, against all amounts which EVERPAY CANADA INC may certify to be necessary to compensate it for all Liability sustained or incurred by EVERPAY CANADA INC (including but not limited to EVERPAY CANADA INC ‘s loss of profits) as a result of:
  1. any default in payment by the Client or any sum under this Agreement or any Order when due or any other breach by the Client of this Agreement;
  2. EVERPAY CANADA INC doing and taking all and any action and steps whatsoever to carry out the terms of any Client instructions whether oral or written from or purporting to be from Authorised Persons for such purpose pursuant to and in accordance with clause 4 appendix 1; or
  3. EVERPAY CANADA INC exercising its right under these Terms to terminate all or any part of any Order.
2. EVERPAY CANADA INC may charge the Client interest daily on any amounts owing to EVERPAY CANADA INC (including any rollover charges and associated costs or any additional charges as passed by correspondent banks) at the rate of 4 per cent per annum above the Bank of Canada base rate from time to time in force compounded daily from the due date until
3. In the event of a default in payment by the Client EVERPAY CANADA INC may without notice to the Client combine, consolidate or merge all or any of the Liabilities of the Client and may set-off or transfer any sums from time to time owed to the Client in or towards the satisfaction of any of the Liabilities of the Client and notwithstanding that the Liabilities may not be expressed in the same currency EVERPAY CANADA INC is authorised to effect any necessary currency conversions at the rates then

Documentation
1. EVERPAY CANADA INC will provide the Client with a document confirming the details of each Order which shall, whether sent by fax, post or email be conclusive evidence of the contract formed between the parties.
2. Unless the Client notifies EVERPAY CANADA INC of any error or omission within the earlier of two Business Days of receipt of any documents issued by EVERPAY CANADA INC to the Client or the date of settlement of the Order, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the content of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated therein. The Client will contact EVERPAY CANADA INC if it has not received a document confirming the details of an Order within 48 hours of proposing the Order.
3. Where the Client specifies a date for settlement of the Order which occurs less than two Business Days from the date of the Order, unless the Client notifies EVERPAY CANADA INC of any error or omission in any documents issued by EVERPAY CANADA INC to the Client at the point at which such documents are received by the Client, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the contract of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated
4. Documents may be sent by fax, email or post and proof of posting or dispatch or any document or other communications shall be deemed to be proof of receipt (a) in the case of fax or email the day of despatch or if not a Business Day the next Business Day thereafter, and (b) in the case of delivery by first class post 48 hours from the date of

Client agreement
1. The Client requests EVERPAY CANADA INC from time to time to provide its services pursuant to the
2. The Client has received, read and understood the Terms and agrees to be bound by them.
3. The Client warrants that the information provided to EVERPAY CANADA INC is correct and that EVERPAY CANADA INC will be informed immediately in writing of any subsequent changes to that
4. The Client consents to the digital recording of all telephone conversations with EVERPAY CANADA INC with or without an automatic tone warning device.

Appendix 1

Terms which apply when buying or selling currency

Orders
1. We will accept from you oral or written instructions (for the purchase and/or sale of currency (“Orders”).
2. An Order may be made:
  1. During a telephone conversation where we offer you terms for a particular currency transfer and you verbally accept those terms;
  2. Where we offer you the terms for a particular currency transfer by email that email will be an indication of the rates available at the time we send the email. It is not a formal offer to sell/buy at that rate. If you wish to buy at that rate, then your email reply to us will be your formal offer to buy at the rate we have set out in our email. We may then accept that offer by sending you a second email and our sending that email will form the contract and we will be then and only then, be legally bound to provide the currency then or at a later date we have agreed
  3. In the case of an Order placed on our online platform when you click on the “Complete” button that appears once you have received an online quote.
3. Once you have made an Order using one of the methods above at clause 1.2.1, 1.2.2 or 1.2.3, we will confirm your Order by sending an email to you setting out the details of that You should check carefully that all the details are correct and, in particular, note the appropriate bank details date or dates by which your funds must be transferred to us.
4. We shall be entitled to act upon such Orders received from you, as well as any persons as you authorise (“Authorised Persons”). You must provide us with details of all Authorised Persons together with specimen signatures, and we will only be obliged to accept orders from Authorised Persons once, and from the point at which, we acknowledge in writing that we will accept Orders from the relevant Authorised We may accept Orders orally or in writing whether from the Client or purporting to be from the Client and which we honestly believe have come from the Client.

Changing your mind
1. Once a contract has been formed, you have no right to cancel the Order as EVERPAY CANADA INC will have immediately committed to buy the currency to fulfil your order. If you do need to make changes, we will be able to limit the losses we suffer (for which you are liable) if you inform us of any changes to your Order as soon as possible.
2. If you change your mind prior to the services being completed, you must contact us and advise of this as soon as If we have accepted your order at the time you contact us, but you are yet to pay for the service, you will be liable for any costs incurred by us in processing and fulfilling your order.
3. You do not have a right to change your mind in respect of our services once these have been This means that once you have placed an Order with us and we have purchased the required currency you have requested, and you have paid the required funds to us, you do not have the right to change your mind.