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These Terms and Conditions ("Terms") constitute a legally binding agreement between Alpha Payments Inc., operating under the commercial name Paycot ("Paycot", "Company", "we", "our" or "us"), and any individual or legal entity ("Client", "you" or "your") accessing, requesting or using any services made available by Paycot.
These Terms govern the relationship between the Company and its Clients concerning the provision of payment-related services, foreign exchange services, ancillary virtual currency payment services, account administration, onboarding procedures, compliance processes, and any other products or services that may be offered by Paycot from time to time.
The purpose of these Terms is to clearly define the rights, obligations, responsibilities and expectations of both Parties. By establishing transparent contractual rules, Paycot seeks to ensure that its services are provided in a secure, compliant, efficient and commercially reasonable manner while maintaining the highest standards of regulatory compliance, operational integrity and customer protection.
These Terms are intended to provide Clients with sufficient information regarding the operation of the Services, the applicable legal framework, the Company's compliance obligations, limitations of liability, fees, dispute resolution procedures and other matters relevant to the use of the Services.
These Terms should be read carefully before requesting, registering for or using any Service provided by Paycot. If you do not understand any provision of these Terms, you should seek independent legal advice before using the Services.
These Terms apply to all Services provided by Paycot unless expressly agreed otherwise in a separate written agreement executed between the Company and the Client.
The Services covered by these Terms may include, without limitation:
domestic payment processing;
international payment processing;
foreign exchange transactions;
cross-border payment solutions;
business payment services;
payment execution and settlement services;
ancillary virtual currency payment services;
compliance screening and transaction verification;
customer onboarding and verification procedures;
account administration and related operational services.
Certain Services may be subject to additional policies, operational rules, service-specific agreements, pricing schedules or technical requirements. Where such additional documentation applies, it shall form an integral part of these Terms.
In the event of any inconsistency between these Terms and a separately executed written agreement between Paycot and the Client, the provisions of the separately executed agreement shall prevail solely with respect to the specific Services covered by that agreement.
Nothing contained in these Terms shall be interpreted as creating any obligation upon Paycot to provide a particular Service where applicable law, regulatory requirements, internal compliance policies or commercial considerations prevent or limit such provision.
Paycot is a Canadian financial technology company providing regulated payment-related services to eligible business and institutional clients.
The Company is not a bank.
The Company does not accept deposits.
The Company does not provide savings accounts.
The Company does not issue electronic money.
The Company does not provide investment services.
The Company does not provide portfolio management.
The Company does not provide securities brokerage services.
The Company does not act as a fiduciary, trustee or financial adviser unless expressly agreed in writing.
Where Paycot facilitates transactions involving virtual currencies, such activities are performed solely as an ancillary component of payment services and not as a cryptocurrency exchange, digital asset investment platform or custodial wallet provider.
Clients acknowledge that Paycot does not guarantee the availability of every Service in every jurisdiction. The availability of individual Services depends on applicable law, regulatory permissions, internal risk assessments and compliance requirements.
These Terms become legally binding upon the earlier of:
(a) your acceptance of these Terms electronically;
(b) execution of a separate agreement incorporating these Terms;
(c) submission of an application for Paycot Services;
(d) use of any Service provided by Paycot; or
(e) any conduct clearly demonstrating acceptance of these Terms.
Your continued use of the Services constitutes ongoing acceptance of these Terms as amended from time to time.
If you are acting on behalf of a legal entity, you represent and warrant that you possess full legal authority to bind such legal entity to these Terms.
If you do not possess such authority, you must not register for or use the Services.
The contractual relationship established under these Terms is commercial in nature and does not create any partnership, agency, employment relationship, joint venture or fiduciary relationship between the Parties.
Nothing contained in these Terms shall restrict Paycot from providing similar or identical Services to other Clients.
The Services are intended primarily for businesses, merchants, institutional clients and other professional users.
Paycot may, at its sole discretion, determine whether a particular applicant satisfies its onboarding criteria.
The Company reserves the right to refuse registration, onboarding or access to any Service without providing reasons where permitted by applicable law, including where such refusal is required for compliance, sanctions, fraud prevention, risk management or regulatory purposes.
Clients must ensure that:
they possess full legal capacity;
they comply with all applicable laws;
all information provided is accurate and complete;
they have obtained all required corporate approvals;
they continue to satisfy Paycot's onboarding requirements throughout the business relationship.
Eligibility may be reassessed periodically.
The Client agrees that Paycot may communicate electronically.
Electronic communications may include:
email;
secure client portal messages;
dashboard notifications;
API notifications;
website announcements;
electronic statements;
compliance requests;
onboarding instructions;
transaction confirmations;
regulatory notices.
Electronic communications shall have the same legal effect as written paper communications unless mandatory law provides otherwise.
The Client is responsible for maintaining current contact information and ensuring continued access to the designated email address and other communication channels.
Failure to review electronic communications shall not relieve the Client from any contractual obligations arising under these Terms.
Paycot operates within a highly regulated environment and is required to comply with Canadian legislation, anti-money laundering requirements, counter-terrorist financing obligations, sanctions regulations and other applicable legal requirements.
Accordingly, the provision of Services is always subject to applicable law, regulatory guidance, governmental orders and internal compliance procedures.
Nothing contained in these Terms shall require Paycot to execute any instruction, process any transaction or maintain any business relationship where doing so would violate applicable law or expose the Company to unacceptable legal, regulatory or operational risk.
Clients acknowledge that Paycot's legal and regulatory obligations may require the Company to request additional documentation, delay transactions, suspend Services or refuse particular activities without prior notice where reasonably necessary.
Paycot reserves the right to amend these Terms from time to time.
Amendments may become necessary due to:
changes in applicable law;
regulatory developments;
operational improvements;
introduction of new Services;
security enhancements;
technological developments;
changes in business practices;
risk management requirements.
Updated Terms shall become effective upon publication on the Company's website or upon notification to Clients unless a different effective date is specified.
Continued use of the Services after the effective date constitutes acceptance of the amended Terms.
Where mandatory law requires additional notice or express consent, Paycot shall comply with such legal requirements.
If any provision of these Terms is held to be invalid, illegal or unenforceable by a competent court or regulatory authority, such provision shall be deemed modified to the minimum extent necessary to achieve compliance with applicable law.
If modification is not possible, the affected provision shall be deemed severed from these Terms without affecting the validity, legality or enforceability of the remaining provisions.
The remaining provisions shall continue in full force and effect.
These Terms, together with any applicable service-specific agreements, fee schedules, policies, privacy notices and compliance documents expressly incorporated by reference, constitute the entire agreement between the Parties concerning the Services.
No oral representations, prior negotiations, marketing materials or informal communications shall modify these Terms unless expressly confirmed by Paycot in writing.
Failure by Paycot to enforce any provision of these Terms shall not constitute a waiver of any rights or remedies available under applicable law or these Terms.
By requesting, accessing or using the Services, the Client acknowledges that they have read, understood and agreed to be legally bound by these Terms and undertake to comply with all obligations arising hereunder.
For the purposes of these Terms and unless the context otherwise requires, the following terms shall have the meanings set out below.
Account means any business account, operational account, payment account, settlement account, dashboard account or other customer profile established by Paycot for the purpose of providing the Services to a Client. An Account does not constitute a bank account, deposit account or electronic money account unless expressly stated otherwise.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. For the purposes of this definition, "control" means ownership of more than fifty percent (50%) of the voting rights or the ability to exercise effective management control over the relevant entity.
Applicable Law means all laws, statutes, regulations, directives, regulatory guidance, governmental orders, sanctions regimes, judicial decisions and legally binding requirements applicable to the Company, the Client or the Services, including Canadian federal legislation and any other jurisdiction whose laws lawfully apply to a particular transaction.
Authentication means any security procedure implemented by Paycot for verifying the identity of a Client, its authorised representatives or any person submitting an instruction, including passwords, multi-factor authentication, cryptographic signatures, API credentials, security tokens or any comparable authentication mechanism.
Authorised Person means any natural person who has been validly authorised by the Client to act on its behalf in relation to the Services, including directors, officers, employees, beneficial owners, attorneys, agents or other duly appointed representatives.
Beneficial Owner means the natural person who ultimately owns or controls the Client or on whose behalf a transaction is conducted, as determined in accordance with Applicable Law, anti-money laundering legislation and Paycot's internal compliance policies.
Business Client means any corporation, partnership, limited liability company, trust, foundation, governmental entity, financial institution, charity or other legal person using the Services for business, commercial or professional purposes.
Business Day means any day on which commercial banks are generally open for business in Newfoundland and Labrador, Canada, excluding Saturdays, Sundays and public holidays, unless otherwise specified for a particular Service.
Chargeback means the reversal, cancellation or recovery of a payment initiated by a payment service provider, card issuer, financial institution or other authorised participant within the payment system, irrespective of the reason for such reversal.
Client, Customer, you or your means any individual or legal entity that applies for, registers for, accesses or uses the Services provided by Paycot.
Client Funds means any fiat currency received, held or controlled by Paycot on behalf of, or for the benefit of, a Client solely for the purpose of providing the Services, including the execution, processing and settlement of authorised payment Transactions.
For the avoidance of doubt, Client Funds do not include:
(a) Fees or other amounts that have become due and payable to Paycot;
(b) funds belonging to Paycot;
(c) funds received for Paycot's own operational purposes; or
(d) any virtual currency, except to the extent expressly stated otherwise in these Terms.
Compliance means the Company's legal, regulatory and internal obligations relating to anti-money laundering, counter-terrorist financing, sanctions screening, fraud prevention, anti-bribery, anti-corruption, financial crime prevention, risk management, consumer protection, data protection and any other applicable regulatory requirements.
Compliance Review means any assessment, investigation, due diligence procedure, enhanced review, transaction analysis or other examination carried out by Paycot for the purpose of satisfying Applicable Law or internal compliance requirements.
Confidential Information means all non-public information relating to the Company, the Client or the Services, whether oral, written, electronic or otherwise recorded, including commercial information, pricing, technology, software, documentation, compliance information, transaction data, business strategies and customer information.
Confidential Information does not include information that:
(a) is publicly available without breach of these Terms;
(b) was lawfully obtained from an independent third party;
(c) was independently developed without reference to confidential information; or
(d) must be disclosed pursuant to Applicable Law or a lawful governmental request.
Corporate Documents means certificates of incorporation, articles of association, constitutional documents, shareholder registers, partnership agreements, board resolutions, licences, registrations, beneficial ownership records and any other documents reasonably required to verify the legal existence and authority of a Business Client.
Data Protection Laws means all legislation governing the collection, processing, storage, disclosure and protection of personal information applicable to Paycot or the Client, including, where relevant, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA"), and other applicable privacy legislation.
Electronic Communication means any communication transmitted electronically, including emails, secure messages, API notifications, electronic statements, website notices, dashboard messages or other electronic means approved by Paycot.
Fees means all commissions, service charges, transaction fees, processing fees, foreign exchange margins, administrative charges, investigation costs and any other amounts payable by the Client in connection with the Services.
Force Majeure Event means any circumstance beyond the reasonable control of Paycot, including natural disasters, acts of government, war, terrorism, civil unrest, labour disputes, pandemics, cyber incidents, interruptions of telecommunications, failures of payment systems, utility outages or failures of third-party service providers.
Foreign Exchange, FX or Currency Conversion means the exchange of one fiat currency for another at an agreed exchange rate in connection with the Services.
Fraud means any intentional act, omission, deception, misrepresentation or dishonest conduct intended to obtain an unlawful financial or commercial benefit or to cause loss to another person.
Instruction means any request, order, payment order, API call, electronic message or other communication submitted by or on behalf of the Client requesting Paycot to perform or refrain from performing any action relating to the Services.
Intellectual Property Rights means all copyrights, trademarks, patents, trade secrets, database rights, domain names, software rights, know-how and any other intellectual property rights recognised under Applicable Law, whether registered or unregistered.
Know Your Customer (KYC) means all customer identification, verification and due diligence measures required by Applicable Law or Paycot's internal compliance framework.
Know Your Business (KYB) means all corporate verification procedures performed to establish the identity, ownership structure, legal existence, business activities and risk profile of a Business Client.
Payment Order means any instruction submitted by the Client requesting Paycot to initiate, process, execute, receive, settle or otherwise facilitate a payment transaction through the Services.
Payment Services means the payment-related services provided by Paycot from time to time, including the initiation, receipt, execution, processing, transmission and settlement of domestic or international payment transactions, business payment solutions, foreign exchange services connected with payment execution, and any other payment-related activities lawfully provided by the Company under Applicable Law.
Person means any natural person, corporation, partnership, limited liability company, trust, foundation, association, governmental authority, international organisation or any other legal or commercial entity recognised under Applicable Law.
Personal Data means any information relating to an identified or identifiable natural person, whether processed electronically or otherwise, including names, addresses, identification numbers, contact information, financial information, identification documents, online identifiers and any other information protected under applicable data protection legislation.
Politically Exposed Person or PEP means any individual who is or has been entrusted with a prominent public function, as well as any immediate family member or close associate of such individual, as defined by Applicable Law or Paycot's internal AML/CFT policies.
Privacy Policy means Paycot's privacy notice, as amended from time to time, describing how Personal Data is collected, processed, stored, transferred, disclosed and otherwise handled in connection with the Services.
Prohibited Activity means any activity that is unlawful, fraudulent, deceptive, abusive or otherwise unacceptable under Applicable Law or Paycot's internal policies, including but not limited to:
money laundering;
terrorist financing;
sanctions evasion;
fraud;
identity theft;
market manipulation;
corruption or bribery;
tax evasion;
financing illegal goods or services;
ransomware payments;
cybercrime;
human trafficking;
child exploitation;
illegal gambling;
unauthorised financial services;
operation of shell entities for illicit purposes;
or any other activity that Paycot reasonably considers to expose the Company, its Clients or third parties to legal, regulatory, financial or reputational risk.
Regulatory Authority means any governmental body, supervisory authority, financial intelligence unit, central bank, law enforcement authority, tax authority, sanctions authority or other competent governmental organisation having jurisdiction over the Company, the Client or any Service.
Reverse Solicitation means a situation in which a Client located in the European Economic Area independently approaches Paycot on its own exclusive initiative, without having been actively solicited, targeted, marketed to or otherwise approached by Paycot within the European Economic Area.
The determination of whether a business relationship qualifies as Reverse Solicitation shall be made exclusively by Paycot in accordance with Applicable Law, regulatory guidance and its internal compliance policies.
Safeguarding means the measures implemented by Paycot to protect Client Funds by keeping such funds separate from the Company's own funds or by applying any other safeguarding method permitted under Applicable Law.
Safeguarding Account means a segregated bank account or other safeguarding arrangement maintained by or on behalf of Paycot with a regulated financial institution for the purpose of holding Client Funds separately from Paycot's own operational funds in accordance with Applicable Law and Paycot's internal safeguarding policies.
Sanctions means any economic, financial or trade sanctions, embargoes, asset freezes, export controls or similar restrictive measures imposed, administered or enforced by any competent authority, including Canada, the United Nations Security Council, the European Union, the United Kingdom or any other jurisdiction applicable to the Services.
Sanctions List means any official list of sanctioned individuals, entities, vessels, organisations or jurisdictions published by a competent sanctions authority.
Screening means any automated or manual review conducted by Paycot to identify sanctions exposure, politically exposed persons, adverse media, fraud indicators, suspicious activities, prohibited jurisdictions or other compliance-related risks.
Services means the payment processing, domestic and international money transfer, foreign exchange, ancillary virtual currency payment services, safeguarding of Client Funds where applicable, and any other services provided by Paycot under these Terms.
Suspicious Activity means any transaction, attempted transaction, business relationship or conduct that may reasonably indicate money laundering, terrorist financing, fraud, sanctions evasion or any other financial crime requiring further review under Applicable Law.
Third-Party Provider means any independent contractor, financial institution, payment service provider, banking partner, liquidity provider, technology supplier, cloud service provider, identity verification provider, blockchain analytics provider or other external service provider used by Paycot in connection with the Services.
Transaction means any payment, transfer, currency exchange, settlement instruction, receipt of funds, execution of a payment order or any other financial operation processed through the Services.
Transaction Monitoring means the ongoing review, analysis and assessment of transactions conducted by Paycot for the purpose of detecting unusual activity, financial crime, sanctions exposure, fraud or other compliance risks.
User means any individual who accesses or uses the Services on behalf of a Client, including authorised employees, directors, officers, administrators or other authorised representatives.
Virtual Currency means a digital representation of value that can be digitally traded or transferred and functions as a medium of exchange, unit of account or store of value, but does not constitute legal tender in any jurisdiction.
For the purposes of these Terms, Virtual Currency services are provided solely as an ancillary component of Paycot's payment services and do not include custodial wallet services, investment services, brokerage services or digital asset management unless expressly agreed otherwise in writing.
Website means the official Paycot website, its client portal, online dashboard, APIs, mobile interfaces and any other official electronic platform operated by or on behalf of Paycot for the provision of the Services.
Working Day means any Business Day during which Paycot is operational and capable of processing instructions in the ordinary course of business.
Writing or Written includes paper documents, electronic communications, electronically signed documents, emails, secure client portal messages and any other durable medium accepted by Paycot.
Unless the context requires otherwise:
(a) words importing the singular include the plural and vice versa;
(b) references to one gender include all genders;
(c) references to legislation include amendments, replacements and subordinate legislation;
(d) headings are included for convenience only and do not affect interpretation;
(e) the words "including", "includes" and "such as" shall be interpreted as meaning "including without limitation";
(f) references to a Party include its permitted successors and assigns;
(g) references to days mean calendar days unless expressly stated otherwise;
(h) references to time shall be interpreted according to the time zone determined by Paycot for the relevant Service;
(i) references to documents include any amendments, supplements or replacements thereto;
(j) any ambiguity shall not be interpreted against the drafting Party solely by reason of authorship.
Paycot is the commercial trading name of Alpha Payments Inc., a corporation duly incorporated under the laws of the Province of Newfoundland and Labrador, Canada, under Incorporation No. 97095.
The Company operates as a regulated financial services business providing payment-related solutions to business clients and institutional customers. Paycot's activities are conducted in accordance with applicable Canadian legislation and the Company's internal governance, compliance and risk management framework.
Paycot maintains its corporate organisation, operational procedures and internal controls to ensure that its Services are delivered in a secure, transparent and legally compliant manner.
Unless expressly stated otherwise, all references in these Terms to "Paycot", "Company", "we", "our" or "us" refer to Alpha Payments Inc.
Alpha Payments Inc. is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (MSB) under registration number N300000919.
The Company is also registered as a Payment Service Provider under the Retail Payment Activities Act (RPAA) administered by the Bank of Canada.
These registrations require the Company to establish and maintain comprehensive compliance programs designed to identify, assess, monitor and mitigate financial crime risks, including money laundering, terrorist financing, sanctions evasion and fraud.
Registration with FINTRAC or the Bank of Canada does not constitute a guarantee of the Company's financial condition, does not represent governmental endorsement of its Services and does not eliminate the commercial risks inherent in payment transactions.
Clients acknowledge that regulatory registrations primarily establish the Company's legal authority to conduct certain regulated activities and impose continuing compliance obligations upon the Company.
Paycot provides technology-enabled payment services designed primarily for commercial and business use.
Subject to Applicable Law and successful completion of onboarding procedures, the Company may provide Services including:
domestic payment processing;
international payment processing;
cross-border payment solutions;
business payment execution;
foreign exchange services;
settlement services;
payment collection services;
treasury-related payment support;
API-based payment integration;
compliance and transaction screening;
ancillary virtual currency payment services.
The exact scope of Services available to a particular Client depends upon regulatory considerations, geographic location, risk assessment, technical capabilities and commercial arrangements.
The Company continuously develops and improves its Services and reserves the right to introduce new products, discontinue existing products or modify operational procedures where appropriate.
Paycot primarily serves legal entities and professional market participants.
Depending upon the Company's internal policies and regulatory requirements, Clients may include:
corporations;
limited liability companies;
partnerships;
financial institutions;
licensed payment providers;
fintech companies;
e-commerce businesses;
marketplaces;
software providers;
institutional investors where applicable;
charities;
governmental organisations;
professional service providers;
other commercial enterprises.
The Company may decline to provide Services to particular industries, jurisdictions or categories of customers where such relationships are inconsistent with its compliance framework or risk appetite.
The availability of the Services depends upon applicable legislation, regulatory permissions and the Company's internal compliance policies.
Paycot does not represent that every Service is available in every jurisdiction.
Certain Services may be unavailable because of:
local regulatory restrictions;
sanctions requirements;
licensing limitations;
commercial considerations;
technical limitations;
correspondent banking restrictions;
enhanced financial crime risks;
governmental prohibitions.
Clients are solely responsible for ensuring that their use of the Services complies with all laws applicable within their own jurisdiction.
The Company may restrict, suspend or terminate Services in any jurisdiction at any time where required by Applicable Law or considered necessary for compliance or risk management purposes.
Paycot does not offer or provide its regulated payment, foreign exchange or ancillary virtual currency services directly to individuals or entities that are residents of, organised in, incorporated in, or otherwise located within the United States of America ("U.S. Persons"), where the provision of such services would require Paycot to obtain a licence, registration or other regulatory authorisation under applicable United States federal or state law.
The Client represents and warrants that it is not a U.S. Person unless expressly disclosed to and accepted by Paycot in accordance with these Terms and Applicable Law.
Paycot reserves the right to refuse onboarding, reject Transactions, suspend or terminate the Services where the Company reasonably determines that the Client's use of the Services may result in Paycot carrying on a regulated activity within the United States without the necessary regulatory authorisation
For Clients located within the European Economic Area, the Services described in these Terms are made available solely where the Client has independently approached Paycot on its own initiative under the principle of Reverse Solicitation.
Paycot does not actively market, advertise or otherwise promote the Services within the European Economic Area where doing so would require additional regulatory authorisation.
Accordingly, Clients located within the EEA acknowledge and represent that their decision to establish a business relationship with Paycot was made independently and without any direct solicitation by the Company.
Additional provisions governing Reverse Solicitation are set out in Section 5 of these Terms.
Paycot is not a bank.
Unless expressly required by Applicable Law, the Company does not:
accept deposits;
provide current accounts;
provide savings accounts;
provide consumer banking services;
provide deposit protection schemes;
issue bank guarantees;
provide lending facilities;
provide overdrafts;
provide credit cards;
operate as a credit institution.
Funds processed through the Services are handled exclusively in connection with the execution of payment-related activities and shall not be interpreted as bank deposits or savings products.
The Company does not issue electronic money or stored value products unless expressly authorised to do so under Applicable Law.
Nothing contained in these Terms shall be interpreted as creating an electronic money account or establishing any obligation upon Paycot to redeem electronic money.
Where Clients maintain balances pending settlement of payment transactions, such balances exist solely for operational purposes connected with payment execution and do not constitute electronic money unless otherwise required by Applicable Law.
Paycot may facilitate certain transactions involving Virtual Currency where such activities are ancillary to its payment services and permitted under Applicable Law.
The Company does not operate:
a custodial cryptocurrency wallet;
a cryptocurrency investment platform;
a digital asset exchange for speculative trading;
a brokerage for investment purposes;
an asset management platform;
a staking platform;
a lending protocol;
a decentralised finance protocol.
Virtual Currency transactions are processed exclusively to support legitimate commercial payment activities and remain subject to Paycot's compliance framework, risk assessments and transaction monitoring procedures.
The Company reserves the right to refuse any Virtual Currency transaction that presents unacceptable legal, regulatory, operational or reputational risk.
In providing the Services, Paycot may engage third-party providers including:
correspondent banks;
payment institutions;
financial institutions;
liquidity providers;
foreign exchange providers;
payment processors;
cloud infrastructure providers;
cybersecurity providers;
identity verification providers;
sanctions screening providers;
blockchain analytics providers;
fraud prevention providers;
technology vendors.
The use of third-party providers does not diminish Paycot's responsibility to perform its contractual obligations under these Terms. However, Clients acknowledge that certain aspects of the Services depend upon the continued availability and proper functioning of independent third-party infrastructure.
Paycot shall not be liable for delays or interruptions directly resulting from failures of third-party systems beyond the Company's reasonable control.
Paycot is committed to maintaining a robust governance and compliance framework consistent with internationally recognised standards for payment service providers.
The Company maintains policies and procedures designed to:
identify and verify Clients;
identify beneficial ownership;
assess customer risk;
conduct sanctions screening;
perform transaction monitoring;
detect suspicious activities;
prevent fraud;
protect confidential information;
safeguard operational resilience;
maintain cybersecurity controls;
comply with reporting obligations;
cooperate with competent authorities where legally required.
Clients acknowledge that these compliance obligations form an essential part of the Services and may require Paycot to request additional information, delay the execution of transactions, refuse specific instructions or terminate business relationships where necessary to comply with Applicable Law.
The Services provided by Paycot are operational and transactional in nature.
Unless expressly agreed in writing, the Company does not provide:
legal advice;
tax advice;
accounting advice;
investment advice;
financial planning;
fiduciary services;
portfolio management;
wealth management;
securities recommendations.
Clients remain solely responsible for obtaining independent professional advice regarding the legal, tax, accounting and financial consequences of using the Services.
No statement made by Paycot, whether orally, electronically or in writing, shall be interpreted as professional legal, tax or investment advice unless expressly stated otherwise in a separately executed written agreement.
Paycot operates within a regulated legal environment and conducts its business in accordance with the laws and regulations applicable to its activities in Canada and, where relevant, other jurisdictions in which its Services are lawfully provided.
The Company maintains a comprehensive regulatory compliance framework designed to ensure that its operations are conducted in accordance with applicable financial services legislation, anti-money laundering requirements, sanctions regulations, payment services legislation, privacy laws and other applicable legal obligations.
The regulatory status of Paycot shall not be interpreted as a governmental guarantee of the Company's financial condition, operational performance or the successful completion of any transaction.
Clients acknowledge that compliance with regulatory obligations forms an essential component of the Services provided by Paycot.
Alpha Payments Inc. is incorporated under the laws of Newfoundland and Labrador, Canada.
The Company is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (MSB) under registration number N300000919.
In addition, the Company is registered as a Payment Service Provider pursuant to the Retail Payment Activities Act (RPAA) administered by the Bank of Canada.
These registrations permit the Company to conduct regulated activities within the scope authorised under applicable Canadian legislation and require the Company to maintain ongoing compliance with all applicable regulatory obligations.
The Company shall maintain such registrations for so long as required by Applicable Law. Where any regulatory registration is suspended, revoked, expires or otherwise changes, Paycot reserves the right to modify, suspend or terminate affected Services to the extent necessary to comply with Applicable Law.
As a regulated Money Services Business, Paycot maintains a comprehensive Anti-Money Laundering and Counter-Terrorist Financing ("AML/CFT") compliance programme.
The programme is designed to prevent the misuse of the Company's Services for money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud or other financial crime.
The Company's AML/CFT framework includes, among other measures:
customer identification;
customer verification;
Know Your Customer (KYC);
Know Your Business (KYB);
beneficial ownership verification;
customer risk assessment;
politically exposed person screening;
sanctions screening;
adverse media screening;
transaction monitoring;
suspicious activity detection;
enhanced due diligence;
ongoing customer monitoring;
record keeping;
regulatory reporting;
employee training;
independent compliance review;
internal governance and oversight.
The Company may enhance, modify or expand its AML/CFT controls whenever required by Applicable Law, regulatory guidance or internal risk assessments.
Paycot maintains internal policies, procedures and controls designed to promote compliance with Applicable Law and internationally recognised standards of financial crime prevention.
The Company's compliance programme is intended to identify, assess and mitigate legal, regulatory and operational risks arising from the provision of the Services.
Without limitation, the compliance programme may include:
governance procedures;
internal control mechanisms;
risk management policies;
compliance manuals;
sanctions procedures;
onboarding standards;
customer due diligence procedures;
enhanced due diligence measures;
transaction review procedures;
escalation protocols;
audit procedures;
incident response processes;
whistleblowing mechanisms;
staff competency requirements;
record retention procedures.
Clients acknowledge that Paycot may modify its compliance programme at any time to reflect evolving regulatory expectations and industry best practices.
Before providing any Service, Paycot may require the Client to complete customer due diligence procedures.
The Company may request information and documentation including, without limitation:
government-issued identification;
corporate documents;
constitutional documents;
proof of address;
beneficial ownership information;
information regarding directors and officers;
information regarding authorised representatives;
source of funds information;
source of wealth information;
intended business activities;
expected transaction volumes;
expected counterparties;
licensing information;
tax information;
regulatory information;
any additional documentation reasonably required by Paycot.
The Company may refuse to establish or continue a business relationship where requested information is incomplete, inaccurate, inconsistent or cannot be independently verified.
Customer due diligence is not limited to the onboarding process.
Throughout the business relationship, Paycot may conduct ongoing monitoring to ensure that the Client's activities remain consistent with the information previously provided and with the Company's risk assessment.
The Company may periodically request updated documentation, including:
updated identification documents;
updated corporate records;
revised ownership structures;
financial statements;
licences;
regulatory registrations;
updated business descriptions;
updated compliance information.
Failure to provide requested information within a reasonable period may result in restrictions, suspension or termination of the Services.
Paycot complies with applicable economic and financial sanctions.
The Company screens Clients, beneficial owners, authorised representatives, counterparties and transactions against applicable sanctions lists maintained by competent authorities.
The Company reserves the right to reject, suspend, delay or terminate any transaction or business relationship where sanctions concerns arise.
Paycot shall not be required to disclose the specific basis for any sanctions-related decision where disclosure would violate Applicable Law or compromise regulatory obligations.
The Company maintains systems intended to identify, prevent and investigate fraudulent or potentially fraudulent activities.
Fraud prevention measures may include:
behavioural monitoring;
device analysis;
transaction monitoring;
geolocation analysis;
document verification;
identity verification;
manual compliance review;
artificial intelligence-based monitoring;
blockchain analytics where applicable;
third-party fraud intelligence.
The Company may temporarily delay or suspend transactions pending completion of fraud prevention procedures.
Where required by Applicable Law, Paycot may report information to competent governmental authorities without obtaining the Client's consent.
Such reports may relate to:
suspicious transactions;
sanctions matters;
fraud investigations;
money laundering concerns;
terrorist financing;
court orders;
regulatory requests;
law enforcement requests;
tax reporting obligations;
or any other legally required disclosure.
Nothing contained in these Terms shall prevent Paycot from complying with any lawful request made by a competent authority.
Although incorporated in Canada, Paycot may provide Services involving multiple jurisdictions.
Accordingly, certain transactions may simultaneously be subject to the laws of several countries.
The Client acknowledges that compliance with one jurisdiction does not necessarily satisfy the legal requirements of another jurisdiction.
Paycot reserves the right to refuse any transaction that may expose the Company to conflicting legal obligations or unacceptable regulatory risk.
Paycot is not licensed as a bank or credit institution.
Nothing contained in these Terms shall be interpreted as indicating that the Company accepts deposits or conducts regulated banking activities.
Funds processed through the Services are handled exclusively in connection with payment execution and related commercial activities.
Unless expressly stated otherwise, Paycot does not operate as an Electronic Money Institution.
The Company does not issue redeemable electronic money or stored-value instruments.
Any temporary holding of funds during payment processing is incidental to the execution of payment transactions and shall not be interpreted as the issuance of electronic money.
The Company does not provide regulated investment services.
Without limitation, Paycot does not:
provide investment advice;
recommend financial products;
execute securities transactions;
provide brokerage services;
manage investment portfolios;
provide collective investment schemes;
provide custody of investment assets.
Clients remain solely responsible for making their own commercial and investment decisions.
Financial services regulation continues to evolve.
Where changes in Applicable Law, regulatory guidance or supervisory expectations affect the Company's Services, Paycot may:
amend these Terms;
modify operational procedures;
introduce additional compliance requirements;
suspend particular Services;
discontinue specific products;
request additional documentation;
impose additional restrictions;
terminate business relationships where legally required.
The Company shall not be liable for any loss resulting directly from compliance with mandatory legal or regulatory obligations.
Paycot cooperates with competent regulatory authorities in accordance with Applicable Law.
Where legally required, the Company may provide information, documentation, records or other assistance to competent authorities without prior notice to the Client.
The Client agrees to cooperate fully with any lawful compliance requests made by Paycot in connection with such regulatory obligations.
Failure to cooperate may result in suspension or termination of the Services.
By entering into these Terms, the Client acknowledges and agrees that:
(a) Paycot operates within a regulated legal framework;
(b) regulatory compliance takes precedence over commercial convenience;
(c) the Company may refuse, suspend or delay transactions where required by Applicable Law or internal compliance procedures;
(d) regulatory obligations may require disclosure of information to competent authorities;
(e) completion of customer due diligence does not guarantee continued access to the Services; and
(f) Paycot's regulatory registrations do not constitute governmental approval, endorsement or guarantee of the Company's business, financial condition or the outcome of any transaction.
This Section governs the basis upon which Paycot makes its Services available to Clients located within the European Economic Area ("EEA").
The Services described in these Terms are provided to EEA Clients exclusively where the business relationship has been initiated by the Client on its own exclusive initiative under the principle commonly referred to as Reverse Solicitation.
Nothing contained in these Terms shall be interpreted as constituting an offer, invitation, recommendation, solicitation or marketing of financial or payment services by Paycot within the EEA.
By applying for, registering for or using the Services, each Client located within the EEA represents, warrants and confirms that:
(a) the Client independently identified Paycot;
(b) the Client contacted Paycot entirely on its own initiative;
(c) Paycot did not approach the Client through direct marketing or personalised solicitation;
(d) the Client was not induced by Paycot to request the Services;
(e) the Client independently decided that the Services may be suitable for its own commercial purposes; and
(f) the Client voluntarily requested the establishment of a business relationship.
These representations constitute a material basis upon which Paycot agrees to consider providing the Services.
Paycot does not intentionally direct, target or actively promote its Services within the EEA where doing so would require additional regulatory authorisation.
Without limitation, the Company does not intentionally:
conduct direct sales campaigns targeting EEA residents;
engage in unsolicited telephone marketing;
send unsolicited promotional emails to prospective EEA Clients;
conduct personalised marketing communications encouraging EEA persons to use the Services;
appoint sales representatives to actively solicit EEA Clients;
advertise the Services in a manner specifically directed at persons located within the EEA where such advertising would require regulatory authorisation.
The existence of a publicly accessible website, participation in international conferences, responses to unsolicited enquiries or the publication of factual corporate information shall not, by themselves, constitute active solicitation.
Each Client acknowledges that its decision to request the Services has been made independently and solely on the basis of its own assessment.
The Client further acknowledges that it has had sufficient opportunity to:
review these Terms;
review Paycot's publicly available information;
obtain independent legal advice;
obtain independent regulatory advice;
obtain independent tax advice;
obtain independent financial advice where appropriate;
evaluate the commercial suitability of the Services.
The Client accepts full responsibility for its decision to establish a relationship with Paycot.
Paycot does not recommend that any person use its Services.
Nothing contained in:
the Company's website;
technical documentation;
onboarding materials;
customer support communications;
demonstrations of functionality;
responses to Client enquiries;
educational materials;
publicly available documentation;
shall constitute financial advice, legal advice, investment advice, regulatory advice or a recommendation that the Client should enter into a business relationship with Paycot.
The Client remains solely responsible for determining whether the Services are appropriate for its own circumstances.
The Client acknowledges and represents that the initial contact with Paycot and the request to receive the Services were made exclusively on the Client's own initiative and without any prior solicitation, promotion, advertising or targeted marketing by Paycot within the European Economic Area ("EEA").
The Client further confirms that its decision to contact Paycot and request the Services was made independently and was not induced by any direct marketing, personalised offer, sales campaign or other promotional activity conducted by or on behalf of Paycot within the EEA.
For the purposes of demonstrating compliance with Applicable Law and the reverse solicitation principle, Paycot may maintain records evidencing the Client's independent approach to the Company. Such records may include, without limitation:
the source of the Client's initial contact;
website interaction records;
enquiry forms;
electronic communications;
email correspondence;
onboarding records;
declarations made by the Client during onboarding;
electronic acknowledgements or confirmation checkboxes;
system logs;
IP address and access records, where lawfully processed;
timestamps; and
any other information reasonably necessary to demonstrate that the Client initiated the business relationship independently.
The Client agrees to provide, upon reasonable request, any additional information or confirmation that Paycot may require to demonstrate compliance with the reverse solicitation requirements under Applicable Law.
Paycot may retain such records for the period required by Applicable Law, regulatory guidance or its internal compliance policies.
For the avoidance of doubt, Paycot does not actively market, advertise, promote or otherwise solicit its regulated Services to persons located within the EEA where such activities would require authorisation or licensing under Applicable Law. Any provision of the Services to an EEA Client is conditional upon the Client having initiated the relationship with Paycot on its own exclusive initiative.
Each Client located within the EEA represents and warrants that, both at onboarding and throughout the business relationship:
(a) all information provided regarding the origin of the relationship is accurate;
(b) the Client has not been improperly solicited by Paycot;
(c) the Client understands the legal basis upon which the Services are offered;
(d) the Client has authority to enter into these Terms;
(e) the Client complies with Applicable Law within its own jurisdiction; and
(f) the Client shall promptly notify Paycot if any representation contained in this Section ceases to be accurate.
Any inaccurate, misleading or incomplete representation may constitute grounds for refusal of Services or termination of the business relationship.
Paycot reserves the right to assess whether a particular business relationship satisfies the Company's Reverse Solicitation requirements.
For this purpose, the Company may request information regarding:
how the Client became aware of Paycot;
the circumstances under which the Client initiated contact;
previous communications between the Parties;
referrals made by third parties;
commercial negotiations;
publicly available information;
supporting documentation reasonably requested by the Company.
The Client agrees to cooperate fully with any such review.
Where Paycot reasonably determines that the requirements of Reverse Solicitation are not satisfied, the Company may decline to establish a business relationship.
Such refusal may occur where, among other circumstances:
Applicable Law prohibits the provision of the requested Services;
additional regulatory authorisation would be required;
the Client cannot satisfactorily demonstrate independent initiative;
information provided by the Client is inconsistent or incomplete;
compliance concerns arise during onboarding.
Paycot shall have no obligation to explain the detailed legal or regulatory basis for such refusal where disclosure could prejudice its compliance obligations.
The application of the Reverse Solicitation principle does not exempt either Party from compliance with Applicable Law.
Nothing contained in this Section shall:
reduce Paycot's compliance obligations;
restrict the Company's AML/CFT duties;
limit sanctions screening requirements;
prevent regulatory reporting;
limit customer due diligence obligations;
restrict cooperation with competent authorities.
Reverse Solicitation relates solely to the legal basis upon which the Client approached Paycot and shall not affect any other regulatory obligation applicable to either Party.
Where a Client has validly established a business relationship with Paycot pursuant to this Section, additional Services requested by that Client may, where permitted by Applicable Law, be provided within the scope of the existing contractual relationship.
Nothing in this clause shall require Paycot to offer additional Services or prevent the Company from conducting further regulatory assessments before making additional Services available.
Applicable regulatory requirements concerning cross-border financial services may change from time to time.
Where changes in Applicable Law affect the legal basis upon which Paycot provides Services to EEA Clients, the Company may:
amend these Terms;
request additional documentation;
conduct further compliance reviews;
suspend specific Services;
restrict access to certain products;
terminate existing business relationships where legally required.
The Client acknowledges that such measures may become necessary without any fault on the part of either Party.
The availability of Paycot's website, APIs, documentation, technical materials or other publicly accessible information within the EEA shall not:
(a) constitute an offer capable of acceptance;
(b) create any contractual right to receive Services;
(c) constitute advertising directed at any particular jurisdiction;
(d) oblige Paycot to onboard any applicant; or
(e) imply that every Service is legally available within every jurisdiction.
Access to publicly available information does not guarantee eligibility for the Services.
The Client remains responsible for ensuring that its request for the Services and its subsequent use of the Services comply with all laws, regulations and licensing requirements applicable in the jurisdiction where the Client is established or operates.
Paycot does not provide legal advice regarding the regulatory treatment of the Services under the laws of the Client's jurisdiction.
Clients should obtain independent legal advice where there is uncertainty regarding applicable regulatory requirements.
Nothing contained in this Section shall limit Paycot's right to:
refuse any application;
suspend onboarding;
terminate negotiations;
decline any transaction;
restrict access to Services;
request additional documentation;
conduct enhanced due diligence;
comply with any legal or regulatory obligation.
All decisions regarding the establishment, continuation or termination of a business relationship remain subject to Paycot's sole discretion, Applicable Law and its internal compliance framework.
By accepting these Terms and requesting the Services, each Client located within the EEA expressly acknowledges and agrees that:
(a) the Client independently initiated the relationship with Paycot;
(b) the Company has not actively solicited the Client within the EEA;
(c) the Services are requested exclusively at the Client's own initiative;
(d) the Client has independently assessed the suitability of the Services;
(e) Paycot may rely upon the representations contained in this Section for regulatory and compliance purposes; and
(f) any false, misleading or incomplete representation concerning Reverse Solicitation may result in refusal of onboarding, suspension of the Services or immediate termination of the business relationship.
Access to the Services is subject to Paycot's eligibility requirements, onboarding procedures and ongoing compliance assessments.
No individual or entity has an automatic right to obtain or continue using the Services.
The Company reserves the right, at its sole discretion and subject to Applicable Law, to determine whether an applicant satisfies its legal, regulatory, operational and commercial acceptance criteria.
Eligibility shall be assessed both at the commencement of the business relationship and throughout its duration.
Unless otherwise agreed by Paycot in writing, the Services are intended primarily for business and commercial purposes.
Eligible Clients may include:
corporations;
limited liability companies;
partnerships;
sole proprietorships;
financial institutions;
licensed payment institutions;
fintech companies;
e-commerce businesses;
marketplaces;
software and technology companies;
charities;
foundations;
governmental entities;
regulated professionals; and
other legal persons approved by Paycot.
Acceptance of a Client category does not guarantee acceptance of any individual applicant.
Where Paycot agrees to provide Services to an individual, the applicant must:
(a) possess full legal capacity to enter into binding contracts;
(b) be legally authorised to use the requested Services;
(c) satisfy all identification and verification requirements;
(d) provide complete and accurate information; and
(e) comply with these Terms and all Applicable Law.
The Company may impose additional eligibility requirements depending upon the nature of the Services requested.
Where the applicant is a legal entity, it represents and warrants that:
(a) it has been validly incorporated, established or otherwise organised under the laws of its jurisdiction;
(b) it remains in good standing where such status is applicable;
(c) it possesses all licences, registrations and authorisations required for its business activities;
(d) it has full legal capacity to enter into these Terms;
(e) its representatives possess authority to bind the entity; and
(f) the establishment of the business relationship does not violate its constitutional documents, contractual obligations or Applicable Law.
Paycot may request documentary evidence supporting any of these representations.
Where an application is submitted on behalf of a legal entity, the individual acting on its behalf represents and warrants that they possess all necessary authority to:
submit the application;
accept these Terms;
provide information and documentation;
receive communications from Paycot;
issue Instructions;
operate the Account; and
legally bind the Client.
Paycot may require board resolutions, powers of attorney, corporate authorisations or other documentary evidence confirming such authority.
The Company may refuse to rely upon any purported authority that cannot be independently verified.
Eligibility for the Services depends upon the jurisdiction in which the Client is established, incorporated, resident or otherwise conducts business.
Paycot may decline to provide Services in jurisdictions that:
are subject to comprehensive sanctions;
present elevated financial crime risks;
prohibit the requested Services;
require licences not held by the Company;
present unacceptable regulatory uncertainty; or
are otherwise restricted under the Company's internal compliance policies.
The availability of Services in a particular jurisdiction may change at any time due to legal, regulatory or operational developments.
Without limiting the Company's discretion, Paycot may refuse to establish or continue a business relationship with any applicant that:
(a) is subject to applicable sanctions;
(b) appears on any applicable sanctions list;
(c) provides false or misleading information;
(d) refuses to complete required due diligence procedures;
(e) cannot satisfactorily establish its identity or ownership;
(f) conducts Prohibited Activities;
(g) presents an unacceptable money laundering, terrorist financing, fraud or sanctions risk;
(h) has previously breached these Terms;
(i) attempts to circumvent compliance procedures;
(j) otherwise presents legal, regulatory, financial or reputational risks that Paycot reasonably considers unacceptable.
Nothing in this Section obliges Paycot to disclose the specific reasons for refusing an application where such disclosure would conflict with Applicable Law or the Company's regulatory obligations.
Paycot may determine that certain industries or business sectors present elevated compliance or operational risks.
Accordingly, the Company may decline to provide Services to businesses involved in activities including, without limitation:
unlawful gambling;
illegal financial services;
unlicensed money transmission;
sanctions-sensitive trading;
darknet marketplaces;
ransomware-related activities;
counterfeit goods;
intellectual property infringement;
human trafficking;
illegal weapons;
prohibited pharmaceuticals;
illicit narcotics;
environmental crime;
wildlife trafficking;
corruption;
bribery;
tax evasion schemes;
shell company structures established for illicit purposes; or
any other activity that Paycot reasonably considers inconsistent with its legal or regulatory obligations.
The Company may amend its list of restricted industries from time to time without prior notice.
The Client shall provide information that is accurate, complete and up to date.
Paycot may independently verify any information or documentation submitted by the Client using internal resources, publicly available sources or third-party verification providers.
The Client authorises Paycot to perform such verification as reasonably necessary for onboarding, compliance, fraud prevention and ongoing monitoring.
Submission of documentation does not oblige Paycot to approve an application.
Eligibility is an ongoing requirement and not a one-time determination.
The Client shall promptly notify Paycot of any material change relating to:
legal status;
ownership structure;
beneficial ownership;
directors;
authorised representatives;
regulatory licences;
business activities;
registered office;
tax residence;
contact information; or
any circumstance that may affect the Client's eligibility to use the Services.
Failure to notify Paycot of material changes may result in suspension or termination of the Services.
Paycot may request additional information or documentation at any time before, during or after onboarding.
Such requests may arise from:
changes in Applicable Law;
regulatory guidance;
updated compliance procedures;
transaction monitoring;
fraud prevention;
periodic reviews;
changes to the Client's risk profile; or
any other legitimate compliance purpose.
The Client shall provide requested information within the period reasonably specified by Paycot.
Paycot may refuse any application at any stage of the onboarding process.
The Company shall not be obliged to enter into a contractual relationship merely because an application has been submitted or preliminary discussions have taken place.
Unless prohibited by Applicable Law, Paycot may refuse an application without providing detailed reasons.
Where legally permissible, no compensation shall be payable in respect of any refusal to establish a business relationship.
Where additional verification is required, Paycot may:
suspend onboarding;
restrict access to the Services;
delay activation of an Account;
postpone execution of Transactions; or
impose temporary operational limitations.
Such measures shall remain in effect until Paycot is satisfied that all applicable eligibility and compliance requirements have been fulfilled.
Paycot is entitled to rely upon the accuracy and completeness of information supplied by the Client unless the Company has reason to believe that such information is inaccurate, incomplete or misleading.
The Client bears sole responsibility for ensuring that all submitted information remains truthful, current and complete throughout the business relationship.
A Client's eligibility at one point in time does not guarantee continued eligibility.
Paycot may reassess the Client's eligibility whenever it reasonably considers such reassessment necessary, including following:
significant Transactions;
unusual account activity;
regulatory developments;
changes in ownership;
adverse media;
sanctions developments;
fraud indicators;
compliance reviews; or
changes in Applicable Law.
Following such reassessment, the Company may continue, restrict, suspend or terminate the Services in accordance with these Terms.
Subject to these Terms, Applicable Law, successful completion of onboarding procedures and Paycot's ongoing compliance requirements, the Company may provide a range of payment-related services to eligible Clients.
The Services are intended to facilitate legitimate commercial transactions and business payment operations in a secure, efficient and compliant manner.
The Services made available to a particular Client shall depend upon, among other factors:
the Client's business profile;
the Client's jurisdiction;
regulatory restrictions;
technical capabilities;
operational requirements;
compliance assessments;
risk evaluations; and
the commercial arrangements agreed between the Parties.
Nothing contained in these Terms obliges Paycot to provide every available Service to every Client.
Paycot provides regulated payment services and related technology solutions designed to facilitate the movement of funds between authorised parties.
The Company may provide Services including, without limitation:
domestic payment processing;
international payment processing;
cross-border payment execution;
payment collection;
payment disbursement;
foreign exchange services;
settlement services;
payment routing;
treasury-related payment solutions;
merchant payment solutions;
API-based payment services;
payment reporting;
compliance screening;
transaction monitoring;
ancillary Virtual Currency payment services; and
other payment-related services introduced from time to time.
The precise functionality available to each Client may vary depending upon technical integration, contractual arrangements and regulatory considerations.
Notwithstanding any other provision of these Terms, Paycot does not offer, market or provide its regulated payment processing, money transfer, foreign exchange or ancillary virtual currency services directly to individuals or entities that are residents of, organised in, incorporated in, or otherwise located within the United States of America ("U.S. Persons"), where the provision of such services would require Paycot to obtain a licence, registration or other regulatory authorisation under applicable United States federal or state law.
Where a U.S. Person is permitted to access certain functionality involving an independent third-party service provider, the Client acknowledges and agrees that:
(a) the relevant regulated financial services are provided solely by the applicable independent third-party provider acting under its own licences, registrations and regulatory authorisations;
(b) Paycot's role is strictly limited to providing technical infrastructure, communication interfaces, transaction routing, operational connectivity and other ancillary technical support services facilitating the Client's access to such third-party services;
(c) Paycot does not provide, and shall not be deemed to provide, regulated payment, money transmission, foreign exchange or virtual asset services under applicable United States federal or state law in connection with such services;
(d) any contractual relationship relating to the regulated financial services exists solely between the Client and the relevant third-party provider, whose terms, policies and regulatory status shall apply independently of these Terms; and
(e) Paycot shall not be responsible for the regulated services, performance, availability, regulatory compliance or contractual obligations of any such independent third-party provider.
For the avoidance of doubt, nothing contained in these Terms shall be interpreted as constituting an offer, marketing or provision by Paycot of regulated financial services within the United States.
Paycot retains absolute discretion regarding the availability of any Service.
The Company may:
introduce new Services;
discontinue existing Services;
modify operational procedures;
restrict particular functionalities;
establish additional eligibility criteria;
require enhanced due diligence;
impose transaction limits;
suspend specific products; or
withdraw Services entirely,
where reasonably necessary for legal, regulatory, operational, security or commercial reasons.
No Client acquires any vested right to continued access to any specific Service.
The Services are intended exclusively for lawful commercial and business purposes.
Clients shall use the Services only in connection with legitimate business activities and in accordance with:
these Terms;
Applicable Law;
Paycot's compliance requirements;
applicable sanctions regulations; and
any operational procedures communicated by the Company.
The Services must not be used for personal consumer banking or household financial activities unless expressly approved by Paycot.
Paycot may facilitate the initiation, receipt, processing, routing, execution and settlement of payment transactions on behalf of eligible Clients.
Payment Services may include:
outgoing payments;
incoming payments;
domestic transfers;
international transfers;
supplier payments;
payroll-related payments where supported;
business-to-business payments;
customer payment collection;
payment reconciliation; and
payment reporting.
Execution of any payment remains subject to compliance reviews, operational availability and successful validation of the relevant Instruction.
Where available, Paycot may provide foreign exchange services in connection with payment transactions.
Foreign exchange transactions may involve:
conversion between fiat currencies;
cross-border settlement;
exchange rate quotations;
multi-currency payment execution; and
currency risk management features where specifically agreed.
Exchange rates may vary due to market conditions and may include spreads, margins or other pricing components disclosed by the Company.
Unless otherwise agreed, an exchange rate becomes binding only when confirmed by Paycot.
Where permitted by Applicable Law and approved by Paycot, the Company may facilitate transactions involving Virtual Currency solely as an ancillary component of its payment services.
Such Services may include:
receipt of Virtual Currency for payment purposes;
transmission of Virtual Currency;
conversion between fiat currency and Virtual Currency;
settlement of commercial obligations involving Virtual Currency; and
related payment execution services.
Paycot does not provide:
custodial wallet services;
investment management;
brokerage services;
cryptocurrency trading for speculative purposes;
staking services;
lending services;
decentralised finance services; or
digital asset custody.
The availability of Virtual Currency services may vary depending on jurisdiction, regulatory requirements and the Company's risk assessment.
The Services may be provided through one or more electronic platforms, including:
the Paycot website;
secure client dashboards;
APIs;
software integrations;
mobile interfaces;
reporting portals;
administrative consoles; and
other electronic communication channels designated by Paycot.
The Company may modify, update or replace any technological component of the Services without prior notice where reasonably necessary for security, operational efficiency or regulatory compliance.
Where Paycot provides access through application programming interfaces ("APIs"), the Client shall use such APIs strictly in accordance with:
technical documentation;
security requirements;
authentication procedures;
rate limits;
operational specifications; and
any additional terms communicated by the Company.
The Client shall be responsible for protecting API credentials against unauthorised access.
Paycot may suspend or revoke API access where misuse, excessive activity or security concerns arise.
Certain Services rely upon independent third-party infrastructure including:
banking partners;
correspondent banks;
payment systems;
financial market infrastructures;
payment networks;
liquidity providers;
telecommunications providers;
cloud service providers;
identity verification providers; and
other third-party service providers.
The Client acknowledges that the availability, speed and functionality of the Services may depend upon the continued operation of such third-party infrastructure.
Paycot shall use commercially reasonable efforts to make the Services available on a continuous basis.
However, uninterrupted availability cannot be guaranteed.
The Services may be unavailable, interrupted or delayed due to:
scheduled maintenance;
emergency maintenance;
software upgrades;
cyber incidents;
Force Majeure Events;
failures of third-party providers;
payment system outages;
regulatory interventions;
telecommunications failures; or
other circumstances beyond the Company's reasonable control.
Temporary interruptions shall not constitute a breach of these Terms.
Paycot reserves the right to modify the Services at any time.
Modifications may include:
new functionality;
removal of obsolete features;
technical improvements;
enhanced compliance controls;
revised transaction limits;
updated security measures;
changes to operational workflows; and
improvements to user experience.
Where required by Applicable Law, Clients shall receive appropriate notice of material changes.
Paycot may establish limits applicable to the Services, including:
minimum transaction values;
maximum transaction values;
daily transaction limits;
monthly transaction limits;
currency-specific limits;
jurisdiction-specific limits;
account limits; and
risk-based operational limits.
Transaction limits may be modified at any time based upon compliance requirements, fraud prevention measures, liquidity considerations or operational risk.
Every Service provided by Paycot remains subject to ongoing compliance controls.
Accordingly, the Company may:
delay processing;
request additional documentation;
conduct enhanced due diligence;
perform sanctions screening;
investigate suspicious activity;
refuse particular Transactions;
suspend Services; or
report information to competent authorities,
where required by Applicable Law or reasonably necessary for compliance purposes.
Clients acknowledge that compliance procedures take precedence over ordinary processing times.
Use of the Services may be subject to Fees.
Applicable Fees may include:
onboarding fees;
transaction fees;
processing fees;
foreign exchange spreads;
investigation costs;
compliance review fees where permitted by Applicable Law;
administrative charges;
account maintenance fees; and
other charges agreed between the Parties.
Fees are addressed in greater detail in Section 14 (Fees).
Paycot may suspend, restrict or discontinue any Service where reasonably necessary because of:
changes in Applicable Law;
regulatory requirements;
sanctions obligations;
fraud concerns;
security incidents;
operational risks;
technical limitations;
third-party provider failures;
Force Majeure Events; or
material breaches of these Terms.
Where practicable, the Company shall use reasonable efforts to minimise disruption to affected Clients.
Although Paycot uses commercially reasonable efforts to execute valid Instructions, the Company does not guarantee that every requested Transaction will be completed.
Transactions may be rejected, delayed or cancelled due to:
insufficient information;
compliance concerns;
technical failures;
payment system interruptions;
banking restrictions;
sanctions requirements;
fraud prevention measures;
incorrect beneficiary details;
legal prohibitions; or
circumstances beyond the Company's reasonable control.
The Company shall not be liable for any delay or non-execution where such action is required by Applicable Law or reasonably necessary to protect the integrity of the Services.
Paycot continuously develops its technology, operational processes and compliance framework.
Accordingly, the Company may introduce additional Services, improve existing functionality or discontinue obsolete features without affecting the validity of these Terms.
Any newly introduced Service shall automatically become subject to these Terms unless Paycot expressly provides otherwise.
A Client must successfully complete Paycot's registration and onboarding procedures before obtaining access to any Service, unless Paycot expressly agrees otherwise in writing.
Registration is intended to enable Paycot to identify the Client, assess eligibility, satisfy its legal and regulatory obligations, establish an appropriate risk profile and determine whether the requested Services may be provided.
Completion of the registration process does not create any obligation on Paycot to establish or continue a business relationship.
A prospective Client may apply to use the Services by submitting an application through one or more channels approved by Paycot, including:
the Company's website;
the online client portal;
an authorised API integration;
electronic correspondence;
an authorised representative of Paycot; or
any other onboarding method designated by the Company.
Each application constitutes a request by the applicant to establish a contractual relationship with Paycot and shall remain subject to review and approval by the Company.
Paycot may determine the form, content and procedural requirements applicable to any application.
The applicant shall provide all information reasonably requested by Paycot during the registration process.
Depending on the nature of the Client and the requested Services, such information may include:
legal name;
registered business name;
incorporation details;
registration number;
registered office;
principal place of business;
tax identification numbers;
business activities;
expected transaction volumes;
anticipated countries of operation;
names of directors and officers;
beneficial ownership information;
authorised representatives;
contact details;
banking information;
licensing information;
source of funds;
source of wealth where applicable; and
any other information reasonably required for compliance or operational purposes.
The Client represents and warrants that all information provided is complete, accurate and not misleading.
Paycot may require the submission of supporting documentation before approving an application.
Such documentation may include:
certificates of incorporation;
constitutional documents;
shareholder registers;
registers of beneficial owners;
board resolutions;
powers of attorney;
government-issued identification documents;
proof of address;
regulatory licences;
financial statements;
tax documentation;
corporate structure charts;
organisational charts;
bank references; and
any additional documentation reasonably requested by the Company.
The Company may require original documents, certified copies, notarised documents or officially translated documents where considered appropriate.
Following receipt of an application, Paycot may conduct such verification procedures as it considers appropriate.
Verification may include:
identity verification;
corporate verification;
beneficial ownership verification;
sanctions screening;
politically exposed person screening;
adverse media screening;
fraud prevention checks;
business activity assessments;
transaction risk assessments;
regulatory status verification;
financial crime risk analysis; and
independent verification through third-party providers.
The scope and duration of the verification process shall depend upon the Client's risk profile, jurisdiction and the Services requested.
During the registration process, Paycot may request additional information or clarification where:
submitted information is incomplete;
inconsistencies are identified;
enhanced due diligence is required;
regulatory obligations require additional verification;
unusual circumstances exist; or
further clarification is reasonably necessary.
The Client shall provide all requested information within the timeframe specified by Paycot.
Failure to respond adequately may result in suspension or rejection of the application.
Registration shall become effective only when Paycot expressly approves the application.
Approval may be communicated by:
activation of the Client's Account;
written confirmation;
electronic notification;
activation of API credentials; or
any other communication designated by the Company.
Prior communications, preliminary discussions or document requests shall not constitute acceptance of an application.
Paycot reserves the right to refuse any application at its sole discretion, subject to Applicable Law.
Without limitation, registration may be refused where:
eligibility requirements are not satisfied;
required documentation is not provided;
identity cannot be verified;
beneficial ownership cannot be established;
sanctions concerns arise;
fraud indicators are identified;
the applicant conducts Prohibited Activities;
regulatory restrictions apply;
unacceptable operational risks exist; or
establishment of the relationship would otherwise expose Paycot to legal, regulatory or reputational risk.
Unless required by Applicable Law, Paycot shall not be obliged to provide reasons for refusing an application.
Following successful registration, Paycot may establish a Client Account through which the Client may access authorised Services.
The Account serves solely as an operational interface for the provision of the Services.
Unless expressly agreed otherwise in writing, the Account:
is not a bank account;
is not a deposit account;
is not an electronic money account;
does not constitute a custodial wallet;
does not create a fiduciary relationship; and
may only be used in accordance with these Terms.
Paycot may issue login credentials, authentication devices, API credentials or other security mechanisms necessary for access to the Account.
The Client shall:
keep all credentials confidential;
implement appropriate internal security controls;
prevent unauthorised access;
promptly notify Paycot of any suspected compromise;
ensure that credentials are used only by authorised persons.
The Client shall remain responsible for all activity conducted using valid authentication credentials unless otherwise required by Applicable Law.
The Client may designate one or more Authorised Users to access the Account.
The Client remains fully responsible for:
granting access rights;
monitoring authorised access;
removing access where appropriate;
maintaining internal governance;
all Instructions submitted by Authorised Users.
Paycot may rely upon any Instruction received through authenticated access without further verification unless the Company has reason to suspect unauthorised activity.
The Client shall ensure that all information provided during registration remains accurate, complete and current.
The Client shall immediately notify Paycot of any material changes relating to:
legal name;
ownership;
beneficial ownership;
directors;
authorised representatives;
registered office;
business activities;
regulatory licences;
tax residence;
contact information; or
any other information relevant to the business relationship.
Failure to provide updated information may result in restrictions or suspension of the Services.
Registration is subject to continuous review.
Paycot may require periodic re-verification of the Client's identity, ownership structure or business activities throughout the business relationship.
The Client agrees to cooperate fully with any ongoing verification procedures requested by the Company.
Failure to cooperate may result in restrictions, suspension or termination of the Services.
Unless expressly authorised by Paycot, a Client shall not establish multiple Accounts for the purpose of:
circumventing transaction limits;
avoiding compliance procedures;
concealing ownership;
separating related activities without disclosure;
engaging in fraudulent conduct; or
otherwise circumventing these Terms.
Paycot may consolidate, suspend or close multiple Accounts where such action is reasonably necessary for compliance, operational or security purposes.
The Client shall take reasonable measures to protect all information exchanged during the registration process.
Where secure communication channels are designated by Paycot, the Client shall use such channels when submitting confidential information or documentation.
Paycot shall not be responsible for information transmitted through insecure communication methods contrary to the Company's instructions.
Paycot may suspend or pause the registration process where:
additional verification is required;
regulatory enquiries are pending;
compliance reviews remain incomplete;
technical issues prevent completion;
suspected fraud exists;
information requires clarification; or
continuation of onboarding would otherwise be inappropriate.
Registration may resume once Paycot determines that all outstanding issues have been satisfactorily resolved.
Submission of an application, participation in onboarding procedures or communication with Paycot shall not create any legitimate expectation that registration will be approved.
The Company retains sole discretion regarding whether to establish a business relationship, subject to Applicable Law.
No compensation shall be payable solely because an application is refused or onboarding is discontinued.
By submitting an application for registration, the Client acknowledges and agrees that:
(a) all information provided during registration is complete, accurate and truthful;
(b) Paycot may independently verify any information or documentation submitted;
(c) the Company may request additional information at any time during the registration process;
(d) successful completion of onboarding depends upon Paycot's legal, regulatory, compliance and operational requirements;
(e) Paycot may refuse, suspend or discontinue the registration process where reasonably necessary; and
(f) approval of registration does not limit Paycot's ongoing rights to conduct further due diligence, request updated information or reassess the Client's eligibility throughout the business relationship.
Paycot is legally required to identify and verify the identity of its Clients before providing the Services and throughout the duration of the business relationship.
Accordingly, every Client shall be subject to Know Your Customer ("KYC"), Know Your Business ("KYB"), customer due diligence ("CDD") and, where applicable, enhanced due diligence ("EDD") procedures.
The purpose of these procedures is to:
comply with Applicable Law;
prevent money laundering;
prevent terrorist financing;
prevent sanctions evasion;
prevent fraud and other financial crime;
verify the identity of Clients and their authorised representatives;
establish beneficial ownership;
understand the nature of the Client's business;
assess regulatory and operational risks; and
protect the integrity of Paycot's Services.
Completion of KYC or KYB procedures does not constitute an approval, recommendation or endorsement of the Client or its business activities.
Paycot conducts KYC and KYB procedures in accordance with its obligations under Applicable Law, including applicable anti-money laundering and counter-terrorist financing legislation, sanctions regulations, payment services legislation and other legal or regulatory requirements applicable to the Company.
The Company may modify its KYC and KYB procedures at any time to reflect:
changes in Applicable Law;
regulatory guidance;
supervisory expectations;
industry best practices;
technological developments;
emerging financial crime risks; or
internal compliance policies.
Clients acknowledge that Paycot's compliance obligations take precedence over commercial considerations.
Before providing any Service, Paycot shall identify the Client and any individual acting on the Client's behalf.
The Company may require information including:
full legal name;
date of incorporation or birth;
registered office or residential address;
nationality or jurisdiction of incorporation;
government-issued identification details;
company registration number;
tax identification numbers;
contact information;
business activities;
regulatory status; and
any additional information reasonably required for identification purposes.
The Client shall ensure that all information provided is accurate, complete and current.
Paycot may verify the identity of the Client using one or more verification methods.
Verification procedures may include:
review of identity documents;
biometric verification where permitted by Applicable Law;
electronic identity verification;
verification against public registers;
confirmation through trusted third-party providers;
document authentication;
liveness detection;
corporate registry searches;
independent database verification; and
any other lawful verification method.
The Company may reject documentation that is expired, incomplete, illegible, inconsistent or suspected to be fraudulent.
Where the Client is a legal entity, Paycot shall conduct Know Your Business procedures to verify the legal existence and legitimacy of the business.
KYB procedures may include verification of:
incorporation details;
legal existence;
registered office;
principal place of business;
ownership structure;
directors and officers;
authorised representatives;
beneficial owners;
nature of business activities;
expected transaction profile;
regulatory licences;
tax registrations;
financial standing where appropriate; and
any additional information reasonably required by Paycot.
The Company may obtain information directly from official corporate registries or other reliable independent sources.
The Client shall disclose its ultimate beneficial owners in accordance with Applicable Law and Paycot's compliance procedures.
Where required, Paycot may request:
ownership charts;
shareholder registers;
trust documentation;
partnership agreements;
declarations of beneficial ownership;
voting arrangements;
nominee agreements;
control structures; and
supporting documentation demonstrating ultimate ownership or control.
The Client shall promptly notify Paycot of any change affecting its beneficial ownership.
Failure to accurately disclose beneficial ownership may result in refusal of Services or immediate termination of the business relationship.
Where an individual acts on behalf of a Client, Paycot may verify:
identity;
authority;
employment or appointment;
position within the organisation;
signature authority; and
any other information necessary to establish lawful authority.
The Company may require certified corporate resolutions, powers of attorney or other documentary evidence confirming such authority.
Paycot applies a risk-based approach when determining the level of due diligence required.
Risk assessments may take into account factors including:
jurisdiction;
business activities;
ownership structure;
transaction patterns;
anticipated transaction volumes;
customer type;
products requested;
delivery channels;
sanctions exposure;
adverse media;
regulatory history;
source of funds;
source of wealth;
previous compliance concerns; and
any other factor reasonably relevant to financial crime risk.
Different Clients may therefore be subject to different levels of due diligence.
Where Paycot determines that a Client presents a higher level of legal, regulatory or financial crime risk, the Company may apply Enhanced Due Diligence procedures.
EDD measures may include:
additional identification documents;
senior management approval;
independent verification of business activities;
enhanced source of funds verification;
source of wealth verification;
detailed transaction analysis;
increased monitoring;
more frequent reviews;
additional sanctions screening;
enhanced adverse media checks; and
any other enhanced compliance measures considered appropriate.
The Company may require EDD before onboarding or at any time during the business relationship.
Paycot screens Clients, beneficial owners, directors, authorised representatives and other relevant persons to determine whether they qualify as Politically Exposed Persons ("PEPs").
Identification as a PEP does not automatically prevent the provision of Services.
However, Paycot may apply additional compliance measures including Enhanced Due Diligence, senior management approval and ongoing monitoring where appropriate.
The Client shall promptly notify Paycot if any relevant individual becomes a PEP during the business relationship.
Where required by Applicable Law or Paycot's internal policies, the Company may request information concerning:
the origin of funds used in Transactions;
the origin of assets;
sources of income;
commercial activities generating revenue;
financial statements;
tax records;
banking history; and
any other information reasonably required to understand the economic basis of the Client's activities.
The Client shall provide documentary evidence supporting such information where reasonably requested.
Customer due diligence is an ongoing process.
Throughout the business relationship Paycot may:
review customer information;
request updated documentation;
reassess risk classifications;
monitor Transactions;
conduct additional screening;
perform periodic reviews; and
require renewed verification.
Clients shall cooperate fully with all ongoing due diligence procedures.
Paycot continuously monitors Transactions for the purpose of identifying unusual, suspicious or potentially unlawful activity.
Monitoring may include automated systems, manual reviews or a combination of both.
The Company may analyse, among other factors:
transaction frequency;
transaction values;
payment routes;
counterparties;
geographic exposure;
currency usage;
behavioural patterns;
unusual account activity; and
any indicators of financial crime.
The Company is not required to disclose the criteria or methodologies used for transaction monitoring.
Throughout the business relationship, Paycot may periodically screen Clients and relevant individuals against:
sanctions lists;
PEP databases;
adverse media sources;
fraud databases;
law enforcement information where lawfully available; and
other compliance databases.
Additional screening may be conducted whenever Paycot considers it reasonably necessary.
Where a Client fails to complete KYC or KYB procedures, Paycot may, without limitation:
refuse onboarding;
delay activation of the Account;
suspend the Services;
reject Transactions;
apply operational restrictions;
terminate the business relationship; or
report relevant information to competent authorities where required by Applicable Law.
The Company shall not be liable for any loss arising from measures taken to satisfy its legal or regulatory obligations.
The Client shall cooperate promptly and fully with every request made by Paycot in connection with KYC, KYB or other compliance procedures.
Such cooperation includes providing:
accurate information;
supporting documentation;
explanations regarding Transactions;
ownership information;
business records;
financial information where appropriate; and
any additional information reasonably requested by the Company.
Failure to cooperate shall constitute a material breach of these Terms.
Paycot is entitled to rely upon information and documentation provided by the Client unless the Company has reasonable grounds to believe that such information is inaccurate, incomplete or misleading.
The Client remains solely responsible for the accuracy and completeness of all information submitted.
Any false statement, forged document, material omission or deliberate misrepresentation may result in immediate termination of the business relationship and any other action permitted by Applicable Law.
Paycot may retain records relating to KYC, KYB and customer due diligence for the period required by Applicable Law, regulatory obligations or the Company's internal record retention policies.
Such records may include:
identification documents;
verification records;
corporate documents;
beneficial ownership information;
transaction history;
correspondence;
compliance assessments; and
audit records.
Retention of such records shall not create any obligation to continue providing the Services after termination of the business relationship.
By applying for, registering for or using the Services, the Client acknowledges and agrees that:
(a) KYC and KYB procedures are mandatory legal requirements;
(b) Paycot may request information or documentation at any time during the business relationship;
(c) the Company may independently verify any information provided;
(d) different Clients may be subject to different levels of due diligence based upon their risk profile;
(e) completion of KYC or KYB does not guarantee continued access to the Services;
(f) failure to comply with Paycot's compliance requests may result in refusal, restriction, suspension or termination of the Services; and
(g) Paycot's compliance obligations shall prevail over any conflicting commercial expectations of the Client.
Paycot is committed to maintaining an effective and risk-based compliance framework designed to prevent the misuse of its Services for money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud and other forms of financial crime.
The Company maintains internal policies, procedures and controls that are designed to comply with Applicable Law and internationally recognised standards for financial crime prevention.
The Client acknowledges that compliance with anti-money laundering ("AML"), counter-terrorist financing ("CTF") and sanctions obligations constitutes a fundamental condition of the business relationship.
As a regulated Canadian Money Services Business and registered Payment Service Provider, Paycot is required to comply with applicable legal and regulatory obligations relating to financial crime prevention.
Accordingly, the Company shall implement and maintain measures designed to:
identify and verify Clients;
assess customer risk;
identify beneficial ownership;
monitor Transactions;
detect suspicious activity;
identify sanctions exposure;
report matters where legally required;
retain prescribed records;
maintain internal compliance controls; and
cooperate with competent authorities.
Nothing contained in these Terms shall limit or restrict Paycot's statutory or regulatory obligations.
Paycot applies a risk-based approach when assessing Clients, Transactions, counterparties and business relationships.
The Company may consider factors including:
jurisdiction of incorporation;
countries involved in Transactions;
ownership structure;
business activities;
expected transaction volume;
payment methods;
source of funds;
source of wealth where appropriate;
transaction patterns;
delivery channels;
adverse media;
regulatory history;
industry sector; and
any other information reasonably relevant to financial crime risk.
Risk assessments may be updated at any time throughout the business relationship.
Paycot continuously monitors business relationships and Transactions to identify unusual, suspicious or potentially unlawful activity.
Monitoring may be performed using:
automated monitoring systems;
manual compliance reviews;
behavioural analysis;
transaction profiling;
blockchain analytics where applicable;
fraud detection tools;
sanctions screening technologies;
artificial intelligence-assisted monitoring; and
other lawful monitoring methods.
The Company may modify its monitoring methodologies without prior notice.
Where Paycot identifies activity that may indicate money laundering, terrorist financing, sanctions evasion, fraud or any other financial crime, the Company may take any action permitted or required by Applicable Law.
Such action may include:
delaying Transactions;
rejecting payment instructions;
requesting additional information;
conducting Enhanced Due Diligence;
escalating the matter internally;
suspending Services;
terminating the business relationship;
submitting regulatory reports; or
cooperating with competent authorities.
The Company shall determine, in its sole discretion and subject to Applicable Law, whether particular activity requires further review.
Paycot maintains sanctions compliance procedures designed to prevent the provision of Services in breach of applicable sanctions regimes.
The Company may screen:
Clients;
beneficial owners;
authorised representatives;
directors;
shareholders;
counterparties;
beneficiaries;
payment originators;
Transactions; and
jurisdictions connected with Transactions.
Screening may occur before onboarding, during the business relationship and immediately prior to execution of any Transaction.
Paycot may refuse to establish or continue a business relationship with any Client who:
(a) is designated under applicable sanctions;
(b) is owned or controlled by a sanctioned person;
(c) acts on behalf of a sanctioned person;
(d) conducts business with prohibited persons where such activity would violate Applicable Law;
(e) is established in a comprehensively sanctioned jurisdiction where prohibited by Applicable Law; or
(f) otherwise presents an unacceptable sanctions risk.
The Company reserves the right to determine the level of sanctions risk associated with any business relationship.
Paycot may request additional information whenever reasonably necessary to satisfy its AML, CTF or sanctions obligations.
Such information may include:
explanations regarding Transactions;
invoices;
contracts;
shipping documentation;
customs documentation;
proof of delivery;
proof of commercial purpose;
banking records;
accounting records;
source of funds documentation;
source of wealth documentation;
ownership information;
beneficiary information; or
any other supporting evidence reasonably requested by the Company.
The Client shall provide complete and accurate information within the timeframe specified by Paycot.
Paycot may delay, refuse, suspend or cancel any Transaction where:
additional compliance review is required;
documentation remains outstanding;
sanctions concerns arise;
fraud indicators are identified;
unusual activity is detected;
contradictory information exists;
regulatory guidance requires further review; or
execution of the Transaction could expose the Company to legal, regulatory or reputational risk.
Such action shall not constitute a breach of these Terms where taken in good faith to comply with Applicable Law or internal compliance procedures.
Where required or permitted by Applicable Law, Paycot may disclose information relating to the Client or any Transaction to competent authorities.
Such disclosures may occur without prior notice to the Client where notification would:
be prohibited by law;
prejudice an investigation;
interfere with regulatory proceedings;
compromise financial crime prevention measures; or
otherwise be inconsistent with Applicable Law.
Nothing in these Terms shall require Paycot to notify the Client that a report has been submitted.
The Client acknowledges that certain aspects of Paycot's compliance programme are confidential.
Accordingly, the Company shall not be required to disclose:
internal monitoring methodologies;
risk scoring models;
sanctions screening algorithms;
fraud detection systems;
investigation procedures;
reporting thresholds;
compliance criteria;
internal governance procedures; or
any information the disclosure of which could compromise the effectiveness of the Company's compliance framework.
The Client shall cooperate fully with every lawful compliance request made by Paycot.
Such cooperation includes:
providing requested documentation;
responding to enquiries;
explaining Transactions;
identifying counterparties;
updating customer information;
participating in periodic reviews; and
providing any other information reasonably requested by the Company.
Failure to cooperate may result in restriction, suspension or termination of the Services.
The Client shall not use the Services directly or indirectly for any Prohibited Activity.
Without limitation, the Client shall not use the Services in connection with:
money laundering;
terrorist financing;
proliferation financing;
sanctions evasion;
tax evasion;
fraud;
bribery;
corruption;
ransomware payments;
cybercrime;
identity theft;
operation of illegal marketplaces;
financing unlawful goods or services;
deceptive commercial practices;
knowingly facilitating criminal activity; or
any activity prohibited by Applicable Law.
Any attempted use of the Services for a Prohibited Activity constitutes a material breach of these Terms.
Where Paycot reasonably believes that financial crime risks may exist, the Company may conduct internal investigations.
During such investigations, Paycot may:
suspend Transactions;
restrict Account access;
request further documentation;
interview authorised representatives;
review historical Transactions;
verify supporting documentation;
conduct enhanced screening;
involve external compliance specialists; and
take any other lawful action reasonably necessary to complete the investigation.
The duration of any investigation shall depend upon the complexity of the issues identified.
Paycot shall retain compliance-related records for the period required by Applicable Law or its internal record retention policies.
Such records may include:
customer due diligence records;
transaction records;
sanctions screening results;
compliance reviews;
investigation records;
correspondence;
regulatory reporting documentation; and
audit records.
The Client acknowledges that certain records may be retained after termination of the business relationship where required by Applicable Law.
Paycot cooperates with competent governmental authorities, regulatory bodies, financial intelligence units and law enforcement agencies where required by Applicable Law.
The Client shall not take any action that interferes with Paycot's ability to comply with lawful requests issued by such authorities.
Nothing contained in these Terms shall prevent Paycot from complying fully with its statutory reporting obligations.
To the fullest extent permitted by Applicable Law, Paycot shall not be liable for any loss, delay, cost or damage arising directly or indirectly from actions taken in good faith to comply with:
Applicable Law;
regulatory requirements;
sanctions obligations;
court orders;
governmental requests;
law enforcement requests;
internal compliance procedures; or
reasonable financial crime prevention measures.
This includes decisions to delay, reject, suspend, investigate or report Transactions or business relationships.
The Client represents and warrants that:
(a) neither the Client nor, to the best of its knowledge, any beneficial owner or authorised representative is subject to applicable sanctions;
(b) the Client shall not knowingly use the Services in connection with any Prohibited Activity;
(c) all funds and assets used in connection with the Services originate from lawful sources;
(d) the Client shall promptly notify Paycot of any material compliance-related change affecting the business relationship; and
(e) all information provided to Paycot in connection with AML, CTF or sanctions compliance is complete, accurate and not misleading.
By using the Services, the Client acknowledges and agrees that:
(a) compliance with AML, CTF and sanctions requirements is fundamental to the provision of the Services;
(b) Paycot may conduct compliance reviews at any time during the business relationship;
(c) the Company may delay, reject or suspend Transactions where reasonably necessary to comply with Applicable Law;
(d) Paycot may request additional information or documentation without prior notice;
(e) the Company may report information to competent authorities where legally required or permitted; and
(f) compliance obligations shall prevail over commercial convenience or processing time expectations.
Subject to these Terms, Applicable Law and the successful completion of all onboarding and compliance requirements, Paycot may provide payment services to eligible Clients.
The Company's payment services are designed to facilitate the execution of legitimate commercial payment transactions in a secure, efficient and compliant manner.
The availability of particular payment services depends upon the Client's eligibility, jurisdiction, risk profile, technical integration and operational capabilities.
Nothing contained in these Terms shall require Paycot to provide every payment service to every Client.
Paycot may facilitate the initiation, receipt, transmission, routing, processing, execution and settlement of payment transactions on behalf of Clients.
The Services may include, without limitation:
domestic transfers;
international transfers;
business-to-business (B2B) payments;
supplier payments;
merchant settlements;
payment collection;
payment distribution;
multi-currency payment execution;
cross-border payment services;
recurring payment arrangements where supported;
API-based payment processing; and
other payment-related services introduced by Paycot from time to time.
The exact functionality available to a Client shall be determined by Paycot based on operational, regulatory and commercial considerations.
The Client may submit payment instructions ("Payment Instructions") through communication channels approved by Paycot.
Payment Instructions may be submitted through:
the Client Portal;
secure APIs;
authorised electronic communications;
system integrations;
secure file transfers; or
any other method approved by Paycot.
Each Payment Instruction must contain complete and accurate information sufficient to enable Paycot to process the relevant Transaction.
Paycot may reject any Payment Instruction that is incomplete, inaccurate, ambiguous or inconsistent.
The Client shall ensure that every Payment Instruction is submitted only by an Authorised User using the authentication methods approved by Paycot.
Paycot may rely upon any Payment Instruction that appears to have been properly authenticated.
Unless Paycot has actual knowledge of unauthorised use, the Company shall be entitled to treat authenticated Payment Instructions as valid and binding upon the Client.
The Client bears responsibility for maintaining appropriate internal controls governing the submission and approval of Payment Instructions.
Depending on the type of Transaction, the Client shall provide all information reasonably required by Paycot, including where applicable:
payer details;
beneficiary details;
account identifiers;
payment amount;
payment currency;
payment reference;
payment purpose;
supporting documentation;
regulatory information; and
any additional information required for compliance or operational purposes.
Paycot shall not be responsible for delays or failed Transactions resulting from inaccurate or incomplete information provided by the Client.
Receipt of a Payment Instruction does not constitute acceptance.
A Payment Instruction shall be deemed accepted only after Paycot has completed such operational and compliance checks as the Company considers appropriate.
Acceptance may remain subject to:
availability of the requested Service;
successful compliance screening;
fraud prevention measures;
sufficient operational capability;
technical validation;
regulatory approval where applicable; and
any other reasonable operational requirement.
Following acceptance of a Payment Instruction, Paycot shall use commercially reasonable efforts to execute the Transaction in accordance with the Client's instructions.
Execution times may vary depending upon:
payment method;
beneficiary institution;
payment network;
currency;
jurisdiction;
banking hours;
compliance reviews;
correspondent banking arrangements;
public holidays; and
circumstances beyond Paycot's reasonable control.
Estimated execution times are indicative only and shall not constitute contractual guarantees.
Paycot may refuse to execute any Payment Instruction where:
required information is missing;
compliance concerns arise;
fraud indicators are identified;
sanctions restrictions apply;
Applicable Law prohibits execution;
technical failures occur;
operational limits are exceeded;
the Client breaches these Terms; or
execution would expose Paycot to legal, regulatory or reputational risk.
Where legally permissible, Paycot may notify the Client that the Payment Instruction has been refused without disclosing confidential compliance information.
Execution of a Transaction may be delayed where Paycot reasonably considers additional review necessary.
Delays may arise from:
compliance investigations;
sanctions screening;
fraud prevention procedures;
requests for additional documentation;
payment network interruptions;
correspondent banking reviews;
technical failures;
Force Majeure Events; or
any other circumstance reasonably requiring additional review.
The Company shall not be liable for delays resulting from compliance with Applicable Law or legitimate operational requirements.
The Client may request cancellation of a Payment Instruction before execution.
Paycot shall use reasonable efforts to accommodate such requests.
However, cancellation cannot be guaranteed where:
execution has already commenced;
funds have been released;
settlement has occurred;
third-party payment systems have accepted the Transaction; or
Applicable Law prevents cancellation.
The Company may charge applicable Fees in connection with cancellation requests.
A Transaction may be rejected or returned by:
Paycot;
the beneficiary institution;
a correspondent bank;
a payment system;
another financial institution; or
a competent authority.
Returned funds shall be handled in accordance with Applicable Law, payment network rules and Paycot's internal operational procedures.
Any applicable Fees, banking charges or foreign exchange costs may be deducted from returned amounts where permitted by Applicable Law.
Paycot may establish operational limits applicable to payment services.
Such limits may include:
minimum payment values;
maximum payment values;
daily limits;
monthly limits;
currency-specific limits;
beneficiary limits;
jurisdictional limits; and
risk-based operational limits.
Limits may be amended at any time without prior notice where reasonably necessary for compliance, security or operational purposes.
Where a Transaction involves multiple currencies, Paycot may perform or arrange the required currency conversion in accordance with Section 12 (Foreign Exchange Services).
Applicable exchange rates, margins and related Fees shall apply to such Transactions.
Currency conversion may occur before, during or after payment execution depending upon the operational structure of the relevant Service.
In executing payment Transactions, Paycot may utilise:
correspondent banks;
payment systems;
settlement institutions;
clearing systems;
financial institutions;
liquidity providers;
payment processors; and
other third-party service providers.
The Client acknowledges that such third parties may apply their own operational procedures, compliance reviews, processing times and charges.
Paycot shall not be responsible for delays or failures solely attributable to independent third-party financial institutions.
Once a Payment Instruction has entered the execution process or has been accepted by a payment system or third-party institution, it may become irrevocable.
The point at which a Payment Instruction becomes irrevocable shall be determined by the operational rules of the relevant payment system and Applicable Law.
The Client shall promptly notify Paycot of any suspected error relating to a Transaction.
Upon receiving such notification, Paycot may investigate the matter and, where reasonably practicable, attempt to assist in resolving the issue.
The Company does not guarantee that incorrectly executed Transactions can be recovered, reversed or amended once processed through external payment systems.
The Client shall ensure that:
all Payment Instructions are accurate;
beneficiaries are correctly identified;
payment purposes are lawful;
supporting documentation is complete;
sufficient approvals have been obtained internally;
Transactions comply with Applicable Law; and
the Services are not used for any Prohibited Activity.
The Client bears sole responsibility for losses resulting from inaccurate Payment Instructions submitted by or on behalf of the Client.
Paycot may temporarily suspend payment services due to:
scheduled maintenance;
emergency maintenance;
cyber incidents;
payment network failures;
banking outages;
telecommunications failures;
regulatory actions;
Force Majeure Events; or
other operational circumstances beyond the Company's reasonable control.
The Company shall use commercially reasonable efforts to restore Services as soon as reasonably practicable.
Although Paycot shall use commercially reasonable efforts to execute accepted Payment Instructions, the Company does not guarantee that every Transaction will be completed successfully.
Completion of a Transaction may depend upon third-party financial institutions, payment systems, beneficiary institutions, regulatory requirements and circumstances outside Paycot's reasonable control.
Where Paycot receives, holds or controls Client Funds in connection with the Services, the Company shall implement safeguarding measures in accordance with Applicable Law and its internal safeguarding policies.
Paycot maintains safeguarding arrangements designed to protect Client Funds and to reduce the risk of loss arising from operational failure or insolvency.
Nothing in this Section creates a deposit, investment product or fiduciary relationship unless expressly required by Applicable Law.
Client Funds received by Paycot for the execution of payment transactions shall, where required by Applicable Law or Paycot's safeguarding arrangements, be held separately from the Company's own operational funds.
Such Client Funds may be maintained in one or more designated safeguarding or segregated accounts with regulated financial institutions selected by Paycot.
Paycot shall not intentionally use safeguarded Client Funds for its own operating expenses, business activities or proprietary purposes.
Client Funds may be held with regulated banking institutions or other financial institutions authorised to hold safeguarded funds under Applicable Law.
Paycot may change its safeguarding institution from time to time where reasonably necessary for operational, regulatory or commercial reasons.
The Client acknowledges that Paycot is not responsible for the insolvency or failure of an independent financial institution except to the extent required by Applicable Law.
Client Funds shall be used solely for purposes connected with the provision of the Services, including:
execution of payment transactions;
settlement of authorised Transactions;
foreign exchange settlement where applicable;
payment of agreed Fees;
reimbursement of authorised third-party charges; and
other purposes expressly authorised under these Terms or Applicable Law.
Paycot shall not intentionally use Client Funds for lending, investment or proprietary trading.
Paycot maintains safeguarding arrangements intended to separate Client Funds from the Company's own assets.
Subject to Applicable Law and the legal arrangements governing the relevant safeguarding account, safeguarded Client Funds are intended to be protected from claims by Paycot's general creditors.
In the event of Paycot's insolvency, administration, liquidation or similar proceedings, the treatment of safeguarded Client Funds shall be determined in accordance with Applicable Law, the legal status of the relevant safeguarding arrangements and the rights of affected Clients.
Nothing in this Section constitutes an absolute guarantee that Client Funds will be fully protected in every insolvency scenario.
Unless otherwise agreed in writing or required by Applicable Law, the Client shall not be entitled to receive interest or other investment returns on Client Funds held in connection with the Services.
Any interest earned on safeguarding accounts shall belong to Paycot unless otherwise required by Applicable Law or agreed in writing.
Paycot may perform periodic reconciliations of safeguarded Client Funds against its internal records to ensure the accuracy of safeguarding arrangements.
Where discrepancies are identified, Paycot shall take commercially reasonable steps to investigate and resolve such discrepancies promptly.
By using the Services, the Client acknowledges and agrees that:
(a) Client Funds may be held in segregated safeguarding accounts maintained with regulated financial institutions;
(b) safeguarded Client Funds are maintained separately from Paycot's own operational funds in accordance with Applicable Law and Paycot's safeguarding arrangements;
(c) Client Funds are held solely for purposes connected with the provision of the Services;
(d) the legal treatment of safeguarded Client Funds in the event of insolvency shall be governed by Applicable Law and the legal structure of the applicable safeguarding arrangements; and
(e) nothing in this Section creates a deposit account, investment product or deposit insurance arrangement unless expressly provided by Applicable Law.
Subject to these Terms, Applicable Law and the successful completion of all applicable onboarding and compliance procedures, Paycot may provide foreign exchange ("FX") services in connection with its payment services.
Foreign exchange services are offered solely to facilitate legitimate commercial payment transactions and are not intended for speculative trading, investment activities or financial market speculation.
The availability of FX services shall depend upon the Client's eligibility, supported currencies, operational capabilities, liquidity availability and applicable regulatory requirements.
Paycot may facilitate the exchange of one fiat currency for another where such conversion is necessary or requested in connection with the Services.
FX services may include:
spot currency conversion;
multi-currency payment execution;
cross-border currency settlement;
payment-related currency conversion;
settlement currency optimisation;
conversion associated with incoming or outgoing payments;
currency quotation services; and
other foreign exchange services introduced by Paycot from time to time.
Paycot does not provide speculative foreign exchange trading platforms or investment-related FX services.
The currencies supported by Paycot may change from time to time.
The Company reserves the right to:
introduce additional currencies;
discontinue support for existing currencies;
restrict particular currency pairs;
establish currency-specific limits;
temporarily suspend individual currencies; or
refuse conversions involving particular currencies,
where reasonably necessary for operational, liquidity, regulatory or compliance reasons.
The availability of a currency at one time shall not guarantee its future availability.
A Client may request a currency conversion through the communication channels approved by Paycot.
Each request shall specify, where applicable:
the currency to be exchanged;
the settlement currency;
the amount to be converted;
the related payment transaction;
settlement instructions; and
any additional information reasonably required by Paycot.
Submission of an FX request does not oblige Paycot to execute the requested conversion.
Exchange rates are determined by Paycot using commercially reasonable methodologies that may take into account:
prevailing market conditions;
available liquidity;
interbank market pricing;
execution costs;
operational costs;
currency volatility;
transaction size;
settlement timing;
market disruption; and
other relevant commercial factors.
Unless otherwise agreed in writing, Paycot is not required to disclose the methodology used to calculate exchange rates.
Where Paycot provides an exchange rate quotation, such quotation shall be indicative unless expressly confirmed as binding.
A quotation may include:
the applicable exchange rate;
the conversion amount;
the settlement amount;
applicable Fees;
foreign exchange margins; and
the period during which the quotation remains valid.
A quotation shall automatically expire upon the earlier of:
(a) expiry of the validity period;
(b) significant market movement;
(c) withdrawal by Paycot due to exceptional market conditions; or
(d) execution of the related Transaction.
An FX transaction shall become binding only when expressly accepted or confirmed by Paycot.
The Company may decline any requested FX transaction where:
liquidity is unavailable;
market disruption exists;
compliance concerns arise;
sanctions restrictions apply;
technical failures occur;
operational limits are exceeded;
pricing errors are identified; or
execution would otherwise expose Paycot to unacceptable legal, operational or financial risk.
Settlement of foreign exchange transactions shall occur in accordance with:
the confirmed FX transaction;
the related payment instruction;
applicable market practice;
operational procedures; and
Applicable Law.
Settlement times may vary depending upon:
currencies involved;
banking hours;
public holidays;
correspondent banking arrangements;
payment systems;
liquidity providers; and
compliance reviews.
Foreign exchange markets are subject to continuous fluctuations.
The Client acknowledges that exchange rates may change rapidly due to:
market volatility;
economic developments;
geopolitical events;
central bank actions;
market liquidity;
regulatory developments; and
other market conditions.
Except where Paycot has expressly confirmed a binding exchange rate, the Company shall not be responsible for exchange rate movements occurring before execution of the FX transaction.
Paycot reserves the right to refuse, suspend or cancel any FX transaction where the quoted exchange rate resulted from:
obvious pricing errors;
technical malfunctions;
system failures;
incorrect market data;
software errors;
unauthorised system access; or
other manifest operational mistakes.
Where reasonably practicable, Paycot shall notify the Client of the relevant error and, where appropriate, provide an opportunity to submit a new request.
The Client may request cancellation of an FX transaction before execution.
Following execution or market commitment, cancellation may no longer be possible.
Where cancellation is accepted, Paycot may recover any losses, costs, charges or market losses reasonably incurred as a result of the cancellation, to the extent permitted by Applicable Law.
Where an FX transaction cannot be completed because of circumstances beyond Paycot's reasonable control, the Company may:
suspend settlement;
delay completion;
reverse the transaction where operationally possible;
return available funds;
request revised settlement instructions; or
take any other reasonable operational measure.
The Company shall use commercially reasonable efforts to minimise disruption while remaining compliant with Applicable Law.
Where required by Applicable Law, regulatory guidance or industry standards relating to virtual asset transfers, including the requirements of the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC"), the Financial Action Task Force ("FATF") and any other competent authority, the Client shall provide such information as Paycot reasonably requests in connection with a virtual currency Transaction.
Without limitation, the Client shall, upon request, provide complete, accurate and up-to-date information relating to:
the originator of the Transaction;
the beneficiary of the Transaction;
wallet addresses;
account identifiers where applicable;
the purpose of the Transaction;
the source of funds where reasonably required;
supporting documentation; and
any other information reasonably necessary to enable Paycot to comply with Applicable Law or applicable Travel Rule requirements.
The Client represents and warrants that all information provided under this Section shall be complete, accurate and not misleading.
Where the Client fails to provide the requested information within the timeframe specified by Paycot, or where the information provided is incomplete, inaccurate or otherwise insufficient to satisfy Applicable Law, Paycot may, without liability:
refuse the Transaction;
delay processing;
suspend the Transaction;
request additional information;
return the relevant funds where legally permissible;
terminate the relevant Service; or
take any other action reasonably necessary to comply with Applicable Law.
The Client acknowledges that Paycot may disclose Travel Rule information to regulated financial institutions, virtual asset service providers ("VASPs"), competent governmental authorities, regulators or other entities where such disclosure is required or permitted under Applicable Law.
Nothing in this Section shall require Paycot to execute any virtual currency Transaction where doing so would result in non-compliance with Applicable Law or applicable Travel Rule requirements.
Paycot may obtain exchange rates or liquidity from one or more third-party providers.
The Company may use:
financial institutions;
correspondent banks;
liquidity providers;
market makers;
settlement institutions; or
other authorised counterparties.
The Client acknowledges that the availability, pricing and execution of FX transactions may depend upon such third-party providers.
Every FX transaction remains subject to Paycot's compliance procedures.
Accordingly, the Company may:
delay execution;
request additional documentation;
conduct sanctions screening;
perform enhanced due diligence;
reject the transaction;
suspend processing; or
report information to competent authorities where required by Applicable Law.
Compliance obligations shall take precedence over execution speed.
Foreign exchange services may be subject to:
transaction fees;
conversion fees;
exchange rate margins;
settlement charges;
correspondent banking charges;
operational fees; and
other applicable Fees.
Unless otherwise agreed, such charges may be reflected either as separate Fees or incorporated into the quoted exchange rate.
Additional information regarding pricing is provided in Section 15 (Fees).
Foreign exchange services provided by Paycot are intended solely to facilitate payment transactions.
Nothing contained in these Terms shall be interpreted as:
investment advice;
financial advice;
trading recommendations;
portfolio management;
investment research;
market forecasting; or
advice regarding currency speculation.
The Client shall remain solely responsible for its own commercial and financial decisions.
Paycot may suspend, delay or refuse FX transactions where exceptional market conditions exist.
Such conditions may include:
market closure;
extreme volatility;
lack of market liquidity;
governmental intervention;
sanctions developments;
banking system failures;
payment infrastructure outages;
Force Majeure Events; or
any circumstance materially affecting the Company's ability to execute foreign exchange transactions.
The Company shall not be liable for losses directly resulting from such circumstances.
The Client shall ensure that:
all FX requests are accurate;
payment details are complete;
sufficient supporting information is provided where requested;
transactions have a legitimate commercial purpose;
all information supplied is truthful and complete; and
the Services are not used for speculative trading or any Prohibited Activity.
The Client bears sole responsibility for losses resulting from inaccurate instructions submitted to Paycot.
To the maximum extent permitted by Applicable Law, Paycot shall not be liable for any loss arising from:
ordinary exchange rate fluctuations;
market volatility;
delays caused by third-party financial institutions;
correspondent banking delays;
liquidity shortages;
compliance reviews;
sanctions restrictions;
Force Majeure Events; or
circumstances beyond the Company's reasonable control.
Nothing in this Section excludes liability that cannot lawfully be excluded under Applicable Law.
Subject to these Terms, Applicable Law and the successful completion of all applicable onboarding and compliance procedures, Paycot may provide limited virtual currency-related services solely as ancillary services supporting its payment operations.
Virtual currency services are provided exclusively to facilitate legitimate commercial payment transactions and are not intended to function as standalone cryptocurrency services.
Nothing in these Terms shall obligate Paycot to offer virtual currency services to every Client or in every jurisdiction.
Where available, Paycot may facilitate virtual currency-related transactions that are ancillary to payment services, including:
facilitating the purchase of virtual currency for payment purposes;
facilitating the sale of virtual currency for settlement purposes;
conversion between supported fiat currencies and supported virtual currencies;
payment-related transfers involving supported virtual currencies;
settlement of payment obligations using virtual currency infrastructure where permitted by Applicable Law;
blockchain transaction facilitation; and
other ancillary virtual currency payment services introduced by Paycot from time to time.
The exact services available to a Client shall depend upon operational capability, regulatory requirements and the Client's approved service profile.
Unless expressly agreed otherwise in a separate written agreement, Paycot does not provide custodial wallet services.
Accordingly:
Paycot does not hold virtual currency on behalf of Clients as a custodian;
Paycot does not operate deposit wallets for Clients;
Clients do not maintain cryptocurrency balances with Paycot;
Paycot is not responsible for safeguarding private cryptographic keys belonging to Clients; and
the Services do not constitute digital asset custody.
Any temporary operational control of virtual currency required solely for transaction processing shall not constitute custodial services.
Virtual currency services are provided solely to facilitate commercial payment activities.
Paycot does not provide:
cryptocurrency investment services;
portfolio management;
investment advice;
financial advice;
trading recommendations;
brokerage services;
wealth management;
market-making services for Clients;
speculative trading platforms; or
investment products relating to virtual currencies.
Clients remain solely responsible for their own commercial and financial decisions.
Paycot may determine which virtual currencies are supported.
The Company may:
introduce additional supported virtual currencies;
discontinue support for existing assets;
suspend individual assets;
impose transaction limits;
restrict particular blockchain networks; or
discontinue services relating to specific virtual currencies,
where reasonably necessary for operational, regulatory, security or commercial reasons.
Support for a virtual currency at any given time shall not create any obligation to continue supporting that asset.
Transactions involving virtual currencies may utilise one or more blockchain networks selected by Paycot.
The Client acknowledges that blockchain networks operate independently of Paycot.
Accordingly, Paycot is not responsible for:
network congestion;
blockchain forks;
protocol changes;
validator failures;
miner behaviour;
network outages;
confirmation delays;
consensus failures; or
any other circumstances arising from the operation of a blockchain network beyond the Company's reasonable control.
Where a virtual currency transaction requires a wallet address, the Client shall ensure that every wallet address submitted is complete, accurate and compatible with the relevant blockchain network.
The Client bears sole responsibility for verifying:
wallet ownership;
blockchain compatibility;
supported token standards;
destination accuracy;
network selection; and
transaction details.
Paycot shall not be responsible for losses resulting from incorrect wallet addresses or incompatible blockchain networks provided by the Client.
The Client acknowledges that transactions recorded on a blockchain are generally irreversible.
Once a virtual currency transaction has been broadcast to the relevant blockchain network or otherwise becomes technically irreversible, Paycot may be unable to:
reverse the transaction;
recover transferred assets;
amend transaction details;
cancel settlement; or
retrieve virtual currency sent to an incorrect address.
The Client accepts all risks associated with the irreversible nature of blockchain transactions.
Paycot may determine the number of blockchain confirmations required before considering a transaction completed.
Required confirmation thresholds may vary depending upon:
the relevant blockchain;
the supported virtual currency;
transaction value;
security considerations;
network conditions;
regulatory requirements; and
Paycot's internal risk policies.
The Company may modify confirmation requirements without prior notice where reasonably necessary.
Every virtual currency transaction remains subject to Paycot's AML, CTF and sanctions compliance procedures.
Accordingly, the Company may:
conduct blockchain analytics;
review wallet addresses;
analyse transaction history;
perform sanctions screening;
request additional documentation;
conduct Enhanced Due Diligence;
delay processing;
reject Transactions; or
report relevant information to competent authorities where required by Applicable Law.
Compliance obligations shall always take precedence over transaction speed.
Paycot may utilise blockchain analytics tools and third-party compliance technologies to assess virtual currency transactions.
Such assessments may include analysis of:
transaction history;
wallet risk;
exposure to sanctioned persons;
darknet marketplace exposure;
ransomware exposure;
fraud indicators;
mixing or obfuscation services;
stolen asset indicators;
suspicious transaction patterns; and
other indicators relevant to financial crime prevention.
The methodologies and technologies used by Paycot are confidential and may be modified at any time.
Paycot may refuse any virtual currency transaction where:
compliance concerns arise;
sanctions risks are identified;
wallet screening identifies elevated risk;
blockchain analytics indicate suspicious activity;
technical failures occur;
unsupported assets are involved;
unsupported blockchain networks are used;
Applicable Law prohibits execution; or
execution would expose Paycot to unacceptable legal, operational or reputational risk.
Unless required by Applicable Law, Paycot shall not be obliged to disclose the detailed reasons for any refusal.
Unless expressly agreed otherwise in writing, Paycot shall have no obligation to support or recognise:
blockchain forks;
chain splits;
protocol migrations;
token swaps;
airdrops;
staking rewards;
governance rewards;
validator rewards;
hard forks; or
soft forks.
The Company shall determine, in its sole discretion, whether any such event will be supported operationally.
Paycot may utilise third-party providers in connection with virtual currency services, including:
liquidity providers;
blockchain infrastructure providers;
payment processors;
settlement providers;
compliance technology providers;
blockchain analytics providers;
exchange partners; and
other authorised service providers.
The Client acknowledges that certain aspects of virtual currency services may depend upon the operational performance of such third parties.
Virtual currencies are subject to substantial price volatility.
The Client acknowledges that:
market prices may fluctuate rapidly;
liquidity conditions may change without notice;
blockchain markets operate continuously;
technological developments may affect market value;
regulatory developments may significantly impact virtual currencies; and
extraordinary market events may occur without warning.
Unless expressly agreed otherwise, the Client bears all market risks associated with virtual currency transactions.
Paycot may suspend or delay virtual currency services where reasonably necessary due to:
blockchain instability;
cybersecurity incidents;
software upgrades;
protocol changes;
security concerns;
regulatory developments;
compliance investigations;
Force Majeure Events; or
operational circumstances beyond the Company's reasonable control.
The Company shall use commercially reasonable efforts to restore affected services as soon as reasonably practicable.
The Client shall ensure that:
every virtual currency transaction has a legitimate commercial purpose;
all wallet information is accurate;
only supported virtual currencies and blockchain networks are used;
all information provided to Paycot is complete and accurate;
Transactions comply with Applicable Law; and
the Services are not used for any Prohibited Activity.
The Client shall remain solely responsible for verifying all transaction details before submitting any instruction.
To the fullest extent permitted by Applicable Law, Paycot shall not be liable for any loss arising directly or indirectly from:
blockchain congestion;
blockchain forks;
protocol failures;
smart contract vulnerabilities affecting third-party infrastructure;
market volatility;
irreversible blockchain transactions;
incorrect wallet addresses supplied by the Client;
unsupported blockchain networks;
third-party infrastructure failures;
cyberattacks affecting external blockchain networks;
regulatory restrictions; or
circumstances beyond Paycot's reasonable control.
Nothing in this Section excludes liability that cannot lawfully be excluded under Applicable Law.
The regulatory treatment of virtual currencies continues to evolve in many jurisdictions.
Where changes in Applicable Law, regulatory guidance or supervisory expectations affect Paycot's ability to provide virtual currency services, the Company may, without prior notice where legally necessary:
modify the Services;
suspend particular virtual currency services;
discontinue support for specific assets;
impose additional compliance requirements;
restrict access in certain jurisdictions; or
terminate virtual currency services.
Such measures shall not constitute a breach of these Terms where taken in good faith to comply with Applicable Law.
By requesting or using any virtual currency service, the Client acknowledges and agrees that:
(a) virtual currency services are provided solely as ancillary services supporting payment activities;
(b) Paycot does not provide custodial wallet services or hold virtual currency as a custodian unless expressly agreed otherwise in writing;
(c) blockchain transactions are generally irreversible;
(d) virtual currency services remain subject to ongoing AML, CTF and sanctions compliance procedures;
(e) Paycot may delay, reject, suspend or refuse virtual currency transactions where reasonably necessary to comply with Applicable Law or protect the integrity of the Services;
(f) virtual currency markets involve significant operational, technological and market risks; and
(g) the Client remains solely responsible for ensuring the accuracy of wallet addresses, transaction details and all instructions submitted to Paycot.
The Client agrees to pay all fees, charges, commissions and other amounts applicable to the Services provided by Paycot ("Fees").
Fees may be charged in connection with:
account maintenance;
payment processing;
domestic transfers;
international transfers;
foreign exchange services;
virtual currency services;
compliance reviews;
enhanced due diligence;
API services;
technical integrations;
investigations;
returned payments;
chargebacks;
amendments to Transactions;
cancellations;
operational support; and
any other Services provided by Paycot.
The applicable Fees shall form part of the contractual relationship between the Parties.
Applicable Fees shall be determined in accordance with:
a separate commercial agreement;
an executed service agreement;
an individual pricing schedule;
an order form;
a quotation accepted by the Client;
Paycot's published pricing where applicable; or
any other pricing arrangement agreed in writing between the Parties.
Where multiple pricing documents apply, the order of precedence shall be determined by the relevant contractual documentation.
Paycot may amend its Fees from time to time where reasonably necessary due to:
changes in operational costs;
regulatory requirements;
payment network costs;
banking costs;
foreign exchange costs;
technology expenses;
inflation;
market conditions; or
changes in the scope of the Services.
Where required by Applicable Law or contractual agreement, Paycot shall provide prior notice of any material fee changes.
Continued use of the Services following the effective date of revised Fees constitutes acceptance of the updated pricing unless otherwise agreed in writing.
Unless expressly stated otherwise, all Fees are exclusive of applicable taxes, duties, levies and governmental charges.
The Client shall be responsible for the payment of:
value added tax (VAT), where applicable;
goods and services tax (GST), where applicable;
sales taxes;
withholding taxes;
indirect taxes;
governmental duties; and
any other taxes imposed in connection with the Services,
except for taxes imposed on Paycot's own income.
Where Paycot is required by Applicable Law to collect taxes, such taxes shall be charged in addition to the applicable Fees.
The Client authorises Paycot to collect applicable Fees using any payment method agreed between the Parties.
Fees may be:
deducted from settlement amounts;
debited from funds otherwise payable to the Client;
invoiced separately;
collected through authorised payment methods; or
settled using another agreed payment mechanism.
The Client shall ensure that all Fees are paid in full without delay.
Unless otherwise agreed in writing, Fees shall be payable in the currency specified by Paycot.
Where Fees are converted into another currency:
the applicable exchange rate shall be determined in accordance with Section 13 (Foreign Exchange Services);
additional foreign exchange margins or conversion costs may apply; and
rounding adjustments may be made in accordance with standard commercial practice.
Certain Transactions may involve charges imposed by third parties.
Such charges may include:
correspondent bank fees;
intermediary bank charges;
payment network charges;
blockchain network fees;
exchange partner charges;
settlement institution charges;
regulatory fees;
government-imposed charges; or
other third-party costs beyond Paycot's reasonable control.
Unless otherwise agreed, the Client shall bear such third-party charges where they arise in connection with the Client's Transactions.
Paycot shall not be responsible for the amount of fees imposed by independent third parties.
Unless otherwise required by Applicable Law or expressly agreed in writing, Fees are non-refundable once the relevant Service has been performed or the relevant costs have been incurred.
Without limitation, Fees may remain payable where:
a Transaction is cancelled after processing has commenced;
compliance reviews have been completed;
investigations have been undertaken;
operational work has already been performed;
third-party costs have been incurred; or
payment systems have already processed the Transaction.
Where a Transaction is rejected, delayed, cancelled or fails for reasons beyond Paycot's reasonable control, the Client may remain responsible for:
processing Fees;
compliance review Fees;
foreign exchange costs;
banking charges;
network charges;
investigation costs;
reversal costs; and
other expenses reasonably incurred by Paycot.
The Company shall determine the applicable Fees in accordance with the relevant pricing arrangements.
Where Paycot issues invoices, the Client shall pay each invoice within the payment period specified therein.
Unless otherwise agreed in writing:
invoices shall be issued electronically;
electronic invoices shall satisfy any contractual requirement for written invoices; and
invoices shall be deemed received upon successful electronic transmission.
The Client shall promptly notify Paycot of any disputed invoice.
If the Client disputes any Fee or invoice, the Client shall notify Paycot in writing without undue delay and provide reasonable details of the dispute.
The undisputed portion of any invoice shall remain payable by the applicable due date.
Submission of a fee dispute shall not entitle the Client to withhold payment of undisputed amounts.
The Parties shall cooperate in good faith to resolve any bona fide fee dispute.
Where the Client fails to pay any amount when due, Paycot may, to the extent permitted by Applicable Law:
suspend the Services;
reject new Transactions;
delay settlement;
offset unpaid amounts;
recover reasonable collection costs;
terminate the business relationship; or
exercise any other contractual or legal remedy available to the Company.
The exercise of one remedy shall not prevent Paycot from exercising any other available remedy.
To the fullest extent permitted by Applicable Law, Paycot may set off any amount owed by the Client against any amount payable by Paycot to the Client.
The Company may exercise such right regardless of the currency in which the respective obligations are denominated, provided that any required currency conversion is carried out in accordance with Section 13 (Foreign Exchange Services).
The Client shall not exercise any right of set-off unless expressly permitted by Applicable Law or agreed in writing by Paycot.
Paycot may introduce new pricing models, billing methodologies or commercial structures where reasonably necessary for the continued provision of the Services.
Such changes may include:
subscription-based pricing;
transaction-based pricing;
tiered pricing;
volume-based pricing;
minimum monthly charges;
service packages;
customised enterprise pricing; or
other commercially reasonable pricing arrangements.
Any such changes shall be implemented in accordance with Applicable Law and any applicable contractual commitments.
Paycot shall maintain records of Fees charged in connection with the Services in accordance with its record retention policies and Applicable Law.
Fee records may include:
invoices;
payment confirmations;
settlement reports;
account statements;
transaction records;
foreign exchange calculations;
tax calculations; and
supporting accounting documentation.
The Company may provide fee information electronically through the Client Portal or other approved communication channels.
Failure by Paycot to collect any Fee immediately upon becoming due shall not constitute:
a waiver of the Company's right to payment;
an amendment of the applicable pricing;
an extension of payment terms; or
a relinquishment of any contractual remedy.
Any waiver relating to Fees must be expressly agreed in writing by an authorised representative of Paycot.
The Client shall:
pay all applicable Fees when due;
provide accurate billing information;
maintain valid payment arrangements;
review invoices promptly;
notify Paycot of any billing discrepancies without undue delay;
comply with all applicable tax obligations; and
reimburse Paycot for agreed third-party costs where applicable.
The Client remains responsible for ensuring that sufficient funds are available to satisfy all payment obligations arising under these Terms.
By using the Services, the Client acknowledges and agrees that:
(a) all applicable Fees shall be payable in accordance with these Terms and any applicable commercial agreement;
(b) Fees may vary depending upon the Services provided, the nature of the Transactions and the agreed pricing arrangement;
(c) third-party charges may apply in addition to Paycot's Fees;
(d) Paycot may amend its pricing in accordance with these Terms and Applicable Law;
(e) unpaid Fees may result in suspension, restriction or termination of the Services; and
(f) the Client remains responsible for all taxes, duties and governmental charges applicable to its use of the Services, except where Applicable Law provides otherwise.
This Section governs the submission, acceptance, processing, execution, amendment and cancellation of all Orders and Transaction Instructions submitted by the Client in connection with the Services.
For the purposes of these Terms, an "Order" means any instruction, request or direction submitted by or on behalf of the Client requesting Paycot to perform a Transaction or provide a Service.
Nothing in this Section obliges Paycot to accept or execute every Order submitted by a Client.
The Client may submit Orders only through communication channels approved by Paycot.
Approved channels may include:
the Client Portal;
secure APIs;
encrypted electronic communications;
authorised system integrations;
secure file transfer mechanisms;
designated account managers;
other communication channels approved by Paycot.
Paycot may modify or discontinue any submission channel where reasonably necessary for operational, security or regulatory reasons.
Every Order must be submitted by:
the Client;
an Authorised User;
an Authorised Representative; or
another person expressly approved by Paycot.
The Client is solely responsible for ensuring that only duly authorised persons are permitted to submit Orders.
Paycot may rely upon any Order that appears to have been properly authenticated.
Each Order shall contain all information reasonably required for Paycot to process the requested Transaction or Service.
Depending upon the nature of the Order, such information may include:
transaction type;
payment amount;
currency;
beneficiary details;
payer information;
settlement instructions;
wallet address where applicable;
payment purpose;
supporting documentation;
compliance information; and
any additional information reasonably requested by Paycot.
The Client shall ensure that every Order is complete, accurate and unambiguous.
An Order shall be deemed received only when successfully received through an approved communication channel.
Automatic acknowledgements, technical confirmations or receipt notifications do not constitute:
acceptance of the Order;
confirmation of execution;
confirmation of settlement; or
approval by Paycot.
Receipt merely confirms successful delivery of the Order to Paycot's systems.
Following receipt of an Order, Paycot may perform any verification procedures considered reasonably necessary.
Verification may include:
authentication checks;
identity verification;
authority verification;
technical validation;
operational review;
compliance review;
sanctions screening;
fraud detection;
document verification; and
any additional internal review required by the Company.
The Client shall cooperate promptly with any verification request.
An Order shall become effective only when expressly accepted by Paycot.
The Company may refuse acceptance where:
required information is incomplete;
compliance concerns exist;
technical errors are identified;
authentication fails;
operational limitations apply;
the requested Service is unavailable;
Applicable Law prohibits execution; or
execution would expose Paycot to unacceptable legal, regulatory or operational risk.
Unless required by Applicable Law, Paycot shall not be obliged to explain the reasons for refusing an Order.
Paycot may determine the order in which accepted Orders are processed.
Processing priority may take into account:
operational requirements;
settlement deadlines;
payment system rules;
regulatory obligations;
liquidity considerations;
technical dependencies;
fraud prevention measures;
compliance reviews; and
other reasonable operational considerations.
The sequence in which Orders are received shall not necessarily determine the sequence in which they are executed.
Following acceptance, Paycot shall use commercially reasonable efforts to execute Orders in accordance with the Client's Instructions.
Execution remains subject to:
Applicable Law;
internal compliance procedures;
operational availability;
payment network availability;
banking infrastructure;
third-party service providers;
technical functionality; and
Force Majeure Events.
Estimated execution times are indicative only and do not constitute contractual commitments.
The Client may request an amendment to an Order before execution has commenced.
Paycot may, but shall not be obliged to, accept any amendment request.
Where an amendment is accepted:
additional compliance reviews may be required;
revised Fees may apply;
execution times may be extended; and
a new confirmation may be required.
Once execution has commenced, amendment may no longer be possible.
The Client may request cancellation of an Order before it becomes irrevocable.
Paycot shall use commercially reasonable efforts to process cancellation requests but does not guarantee that cancellation will be possible.
Cancellation may be refused where:
execution has commenced;
settlement has occurred;
third-party systems have accepted the Transaction;
regulatory restrictions apply; or
Applicable Law prevents cancellation.
Applicable Fees or third-party charges may remain payable notwithstanding cancellation.
An Order shall become irrevocable once:
execution has commenced;
settlement instructions have been transmitted;
a payment system has accepted the Transaction;
a blockchain transaction has been broadcast where applicable;
a foreign exchange transaction has become binding; or
Applicable Law otherwise provides.
Following irrevocability, the Client shall have no right to withdraw or amend the Order unless otherwise required by Applicable Law.
Paycot shall be entitled to rely upon any Instruction that reasonably appears to originate from an authorised source.
The Company shall not be responsible for losses arising from reliance upon authenticated Instructions unless such loss results directly from Paycot's fraud, wilful misconduct or gross negligence, to the extent liability cannot be excluded under Applicable Law.
The Client remains responsible for maintaining appropriate internal authorisation procedures.
Where an Order contains incomplete, inaccurate or inconsistent information, Paycot may:
reject the Order;
suspend processing;
request clarification;
request supporting documentation;
return the Order for correction;
delay execution; or
refuse to provide the requested Service.
Paycot shall not be liable for delays or losses arising from inaccurate information supplied by the Client.
Where Paycot reasonably believes that duplicate Orders have been submitted, the Company may:
suspend processing;
request confirmation;
reject duplicate Instructions;
consolidate related Orders where appropriate; or
take other reasonable operational measures.
The Company shall not be liable for reasonable delays resulting from duplicate-order verification procedures.
Certain Services may be subject to operational cut-off times.
Orders received after the applicable cut-off time may be processed on the next available Business Day or in accordance with the operating rules of the relevant payment system.
Cut-off times may vary depending upon:
currency;
jurisdiction;
payment method;
banking partner;
settlement system;
public holidays; and
operational requirements.
Paycot may amend cut-off times without prior notice where reasonably necessary.
Paycot may maintain records relating to all Orders submitted through the Services.
Such records may include:
timestamps;
authentication records;
electronic logs;
communication records;
API records;
transaction identifiers;
amendments;
cancellations;
supporting documentation; and
audit records.
Subject to Applicable Law, such records may constitute evidence of the relevant Order and its contents.
Where execution of an Order is prevented or delayed by a Force Majeure Event, Paycot may:
suspend processing;
postpone execution;
reject the Order where necessary;
request revised Instructions; or
take any other reasonable operational action.
The Company shall not be liable for delays or failures resulting directly from Force Majeure Events.
The Client shall:
submit only lawful Orders;
ensure that all Instructions are complete and accurate;
verify beneficiary and settlement information before submission;
maintain appropriate internal approval procedures;
safeguard authentication credentials;
notify Paycot immediately of any unauthorised Instructions; and
cooperate fully with any compliance review relating to an Order.
The Client bears sole responsibility for any loss arising from inaccurate or unauthorised Instructions submitted using valid authentication credentials, except where otherwise required by Applicable Law.
The Client shall use the Services in good faith, in accordance with these Terms, Applicable Law and all reasonable instructions issued by Paycot.
The Client shall act honestly, transparently and responsibly throughout the business relationship and shall not engage in any conduct that could expose Paycot to legal, regulatory, operational, financial or reputational risk.
The obligations contained in this Section are continuing obligations and apply throughout the duration of the business relationship.
The Client shall ensure that its use of the Services complies at all times with all Applicable Laws governing:
its business activities;
payment transactions;
foreign exchange;
virtual currency activities;
taxation;
anti-money laundering;
counter-terrorist financing;
sanctions;
anti-corruption;
consumer protection, where applicable; and
all other applicable legal or regulatory requirements.
The Client remains solely responsible for determining the legality of its own business activities.
The Client shall provide Paycot with complete, accurate, current and truthful information at all times.
The Client shall not knowingly submit:
false information;
forged documents;
misleading statements;
incomplete information intended to mislead;
altered documentation; or
inaccurate compliance information.
The Client shall promptly correct any information that subsequently becomes inaccurate.
The Client shall promptly notify Paycot of any material change affecting the business relationship.
Such changes include, without limitation:
legal name;
registered office;
principal place of business;
directors;
beneficial ownership;
shareholders exercising control;
authorised representatives;
regulatory licences;
business activities;
tax residency;
contact information;
banking details; or
any other information previously provided to Paycot.
Notification shall be made without undue delay and, where reasonably requested, shall be supported by appropriate documentation.
The Client shall use the Services solely for lawful business purposes.
The Client shall not use the Services for:
illegal activities;
fraudulent transactions;
money laundering;
terrorist financing;
sanctions evasion;
tax evasion;
deceptive commercial practices;
market manipulation;
cybercrime;
ransomware payments;
financing unlawful goods or services; or
any Prohibited Activity.
The Client shall not knowingly facilitate any third party engaging in such activities.
The Client shall establish and maintain appropriate internal controls governing its use of the Services.
Such controls should include, where appropriate:
segregation of duties;
approval procedures;
transaction authorisation controls;
user access controls;
credential management;
audit trails;
fraud prevention procedures;
cybersecurity measures; and
internal compliance policies.
The Client remains solely responsible for its internal governance arrangements.
The Client shall take all reasonable steps to protect:
usernames;
passwords;
authentication devices;
API credentials;
access tokens;
encryption keys;
security certificates; and
any other authentication mechanism used to access the Services.
The Client shall not disclose authentication credentials to unauthorised persons.
Any suspected compromise shall be reported to Paycot immediately.
The Client shall ensure that every Authorised User:
has appropriate authority;
complies with these Terms;
maintains the confidentiality of authentication credentials;
acts within the scope of granted authority; and
uses the Services only for legitimate business purposes.
The Client shall remain fully responsible for every act or omission of its Authorised Users.
Before submitting any Order or Payment Instruction, the Client shall verify:
beneficiary details;
payment amounts;
currencies;
settlement instructions;
wallet addresses where applicable;
payment references;
supporting documentation; and
all other transaction information.
The Client bears sole responsibility for losses resulting from inaccurate or incomplete Instructions.
The Client shall respond promptly to every reasonable request made by Paycot in connection with:
customer due diligence;
enhanced due diligence;
transaction monitoring;
sanctions screening;
fraud prevention;
investigations;
regulatory enquiries; or
other compliance matters.
Failure to cooperate may result in suspension, restriction or termination of the Services.
The Client shall maintain complete and accurate records relating to its use of the Services where required by Applicable Law.
Such records may include:
invoices;
contracts;
payment records;
accounting records;
supporting documentation;
customer information;
supplier information; and
any other records reasonably necessary to demonstrate the lawful nature of Transactions.
The Client shall retain such records for the period required by Applicable Law.
Where Paycot conducts an internal review or investigation, the Client shall cooperate fully.
Such cooperation includes:
providing requested documentation;
responding to enquiries;
explaining Transactions;
identifying counterparties;
providing supporting evidence;
making Authorised Representatives available where appropriate; and
assisting with reasonable compliance reviews.
Failure to cooperate may constitute a material breach of these Terms.
The Client shall ensure that any third party acting on its behalf complies with these Terms to the extent applicable.
Appointment of agents, contractors or service providers shall not relieve the Client of its contractual obligations.
The Client remains responsible for all Instructions submitted by persons acting on its behalf.
Where required by Applicable Law, the Client shall cooperate with lawful requests issued by competent governmental authorities or regulatory bodies relating to the Services.
Nothing in these Terms requires the Client to waive any legal privilege or right available under Applicable Law.
The Client shall not attempt to circumvent:
compliance procedures;
transaction limits;
sanctions screening;
onboarding requirements;
monitoring systems;
authentication requirements;
technical controls;
security measures; or
any operational safeguards implemented by Paycot.
Any attempt to circumvent such controls may result in immediate suspension or termination of the Services.
The Client shall use Paycot's software, APIs, platforms, documentation and other technology solely in accordance with these Terms.
The Client shall not:
interfere with the operation of the Services;
introduce malicious software;
attempt unauthorised access;
reverse engineer software except where prohibited by Applicable Law;
interfere with cybersecurity controls;
overload Paycot's systems; or
misuse any technical infrastructure provided by the Company.
The Client shall remain responsible for:
payment of all applicable Fees;
third-party charges;
taxes for which the Client is responsible;
payment obligations arising from Transactions;
reimbursement obligations under these Terms; and
any financial obligations expressly assumed under the contractual relationship.
The Client shall ensure that sufficient funds are available to satisfy all payment obligations arising from the Services.
The Client shall act in good faith in all dealings with Paycot.
Without limitation, the Client shall not:
abuse the Services;
submit knowingly frivolous complaints;
misuse operational support;
conceal material information;
provide misleading explanations;
attempt to exploit technical errors; or
otherwise act in a manner inconsistent with honest commercial practice.
The obligations contained in this Section continue throughout the business relationship and, where applicable by their nature, shall survive the suspension or termination of the Services.
Such continuing obligations include obligations relating to:
confidentiality;
payment of outstanding Fees;
cooperation with investigations;
record retention;
compliance with Applicable Law; and
any obligations expressly stated to survive termination.
The Client acknowledges that compliance with Applicable Law and Paycot's internal compliance policies is a fundamental condition of the provision of the Services.
Throughout the business relationship, the Client shall comply with:
these Terms;
Applicable Law;
regulatory requirements;
sanctions laws;
anti-money laundering legislation;
counter-terrorist financing legislation;
anti-corruption laws;
applicable payment system rules; and
any lawful compliance requirements communicated by Paycot.
The Client further acknowledges that Paycot's legal and regulatory obligations shall prevail over any commercial arrangements between the Parties.
Paycot may conduct compliance reviews at any time during the business relationship.
Compliance reviews may include, without limitation:
customer due diligence reviews;
enhanced due diligence;
sanctions screening;
transaction monitoring;
source of funds verification;
source of wealth verification where appropriate;
business activity assessments;
regulatory compliance assessments;
fraud prevention reviews; and
operational risk assessments.
The frequency and scope of such reviews shall be determined by Paycot using a risk-based approach.
The Client shall promptly provide any information or documentation reasonably requested by Paycot for compliance purposes.
Such requests may relate to:
Transactions;
counterparties;
beneficial ownership;
corporate structure;
business activities;
regulatory licences;
financial statements;
invoices;
commercial agreements;
tax information;
source of funds;
source of wealth;
supporting documentation; or
any other information reasonably required to satisfy Applicable Law.
Failure to provide the requested information within the specified timeframe may result in restrictions on the Services.
Paycot may require the Client to provide written certifications or declarations confirming matters including:
beneficial ownership;
sanctions compliance;
regulatory status;
lawful source of funds;
lawful business activities;
tax residency;
authority of authorised representatives; and
any other matter reasonably required for compliance purposes.
The Client warrants that every certification provided to Paycot shall be accurate, complete and not misleading.
The Client shall promptly notify Paycot if any regulatory or legal development materially affects:
the Client's eligibility to use the Services;
licences or authorisations held by the Client;
regulatory investigations;
enforcement proceedings;
sanctions exposure;
insolvency proceedings;
criminal proceedings relating to financial crime; or
any matter reasonably likely to affect the business relationship.
The obligation to notify applies whether the matter concerns the Client itself or, where relevant, its beneficial owners, directors or Authorised Representatives.
The Client represents, warrants and undertakes that:
(a) neither the Client nor, to the best of its knowledge, its beneficial owners, directors or Authorised Representatives are subject to applicable sanctions, except where previously disclosed to and accepted by Paycot;
(b) the Client shall not knowingly use the Services for the benefit of any sanctioned person;
(c) the Client shall not intentionally facilitate transactions prohibited by applicable sanctions laws;
(d) the Client shall promptly notify Paycot if it becomes aware of any sanctions-related issue affecting the business relationship; and
(e) the Client shall cooperate fully with any sanctions-related review conducted by Paycot.
The Client shall comply with all Applicable Laws relating to anti-bribery and anti-corruption.
The Client shall not use the Services in connection with:
bribery;
corruption;
unlawful political payments;
improper facilitation payments where prohibited by Applicable Law;
embezzlement;
fraudulent procurement;
misappropriation of funds; or
any conduct constituting corruption under Applicable Law.
Where Paycot reasonably believes that the Services may be connected with corrupt practices, the Company may suspend or terminate the relevant Services.
The Client remains solely responsible for complying with all tax obligations applicable to its business activities.
Nothing contained in these Terms shall be interpreted as:
tax advice;
tax planning;
tax compliance services; or
confirmation that any Transaction receives a particular tax treatment.
Paycot may request tax-related information where reasonably required to satisfy Applicable Law or regulatory obligations.
The Client shall not attempt to circumvent or interfere with Paycot's compliance programme.
Without limitation, the Client shall not:
structure Transactions to avoid reporting thresholds;
divide Transactions for the purpose of avoiding monitoring;
conceal beneficial ownership;
use nominees to disguise control;
submit misleading explanations;
manipulate transaction descriptions;
conceal counterparties;
provide false supporting documentation; or
otherwise attempt to evade Paycot's compliance procedures.
Any such conduct constitutes a material breach of these Terms.
Where reasonably necessary, Paycot may conduct compliance audits relating to the Client's use of the Services.
Such audits may include review of:
supporting documentation;
transaction records;
commercial documentation;
compliance policies;
authorisation records;
payment flows;
accounting records; and
other information reasonably relevant to the Services.
The Client shall cooperate with such audits to the extent reasonably necessary and permitted by Applicable Law.
Paycot may continuously monitor the business relationship to identify changes affecting compliance risk.
Such monitoring may include assessment of:
transaction behaviour;
geographic exposure;
changes in ownership;
changes in business activities;
regulatory developments;
public information;
adverse media;
sanctions developments;
financial crime indicators; and
other relevant compliance factors.
Monitoring may be performed manually, electronically or through automated compliance systems.
Paycot may engage independent third-party providers to assist with compliance activities.
Such providers may perform:
identity verification;
sanctions screening;
adverse media screening;
fraud prevention;
blockchain analytics;
corporate registry verification;
document authentication;
regulatory data verification; and
other lawful compliance functions.
The Client acknowledges that information may be shared with such providers where reasonably necessary for compliance purposes and in accordance with Applicable Law and Paycot's Privacy Policy.
Where Paycot reasonably determines that the Client has failed to comply with these Terms or Applicable Law, the Company may take one or more of the following actions:
request additional information;
require Enhanced Due Diligence;
reject Transactions;
suspend particular Services;
impose operational restrictions;
delay settlement;
terminate the business relationship;
report matters to competent authorities where required or permitted by Applicable Law; or
exercise any other contractual or legal remedy available.
Paycot shall determine the appropriate response based upon the nature and severity of the relevant compliance concern.
The Client acknowledges that Paycot's internal compliance methodologies, risk assessment models, screening technologies, investigation procedures and monitoring systems constitute confidential and proprietary information.
Accordingly, Paycot shall not be required to disclose:
internal compliance criteria;
risk scoring methodologies;
investigation procedures;
screening algorithms;
reporting thresholds;
fraud detection methodologies;
sanctions screening parameters; or
other confidential compliance information,
where disclosure could prejudice compliance effectiveness or conflict with Applicable Law.
Paycot may cooperate with:
regulatory authorities;
financial intelligence units;
law enforcement agencies;
courts;
payment system operators;
correspondent financial institutions; and
other competent authorities,
where required or permitted by Applicable Law.
The Client acknowledges that certain disclosures may be made without prior notice where notification is prohibited by law or could prejudice an investigation.
Paycot may provide compliance guidance, operational notices or regulatory updates relating to the Services.
Such communications are provided solely for operational purposes and shall not constitute:
legal advice;
regulatory advice;
compliance consulting;
financial advice; or
professional advisory services.
The Client remains solely responsible for obtaining independent professional advice regarding its own legal and regulatory obligations.
Compliance obligations contained in these Terms shall continue after suspension or termination of the business relationship to the extent necessary for:
regulatory reporting;
investigations;
legal proceedings;
record retention;
audit requirements;
enforcement actions; or
compliance with Applicable Law.
Termination of the Services shall not release either Party from obligations that, by their nature, are intended to survive termination.
Paycot may suspend, restrict or temporarily limit the provision of any or all Services where the Company reasonably considers such action necessary to:
comply with Applicable Law;
satisfy regulatory obligations;
protect the integrity of the Services;
mitigate legal, operational or financial risk;
protect Clients or third parties;
investigate suspected misconduct; or
maintain the security and stability of its systems.
Suspension may apply to an individual Transaction, a specific Service, an Account or the entire business relationship.
Without limiting Paycot's general rights under these Terms, the Company may suspend the Services where:
the Client breaches these Terms;
required information is not provided;
KYC or KYB requirements remain incomplete;
Enhanced Due Diligence is required;
suspicious activity is identified;
sanctions concerns arise;
fraud indicators are detected;
cybersecurity concerns exist;
unauthorised access is suspected;
regulatory intervention occurs;
technical failures affect the Services;
Force Majeure Events occur; or
Paycot reasonably determines that continued provision of the Services presents unacceptable legal, regulatory, operational or reputational risk.
Paycot may suspend the Services while conducting:
customer due diligence reviews;
Enhanced Due Diligence;
sanctions investigations;
fraud investigations;
transaction monitoring reviews;
source of funds verification;
source of wealth verification where applicable;
regulatory enquiries; or
other compliance procedures required under Applicable Law.
Suspension shall remain in effect until Paycot determines that the relevant review has been satisfactorily completed.
Where Paycot requests information or documentation necessary for compliance or operational purposes, the Client shall provide such information within the timeframe specified by the Company.
If the Client fails to respond adequately or within the requested timeframe, Paycot may suspend the relevant Services until the outstanding information has been received and reviewed.
Paycot may immediately suspend the Services where the Company reasonably suspects that:
the Services are being used for money laundering;
terrorist financing may be involved;
sanctions may be violated;
fraud has occurred or is attempted;
cybercrime is involved;
stolen funds or assets are involved;
false or misleading information has been provided;
criminal activity may be occurring; or
Applicable Law otherwise requires suspension.
The Company shall not be obliged to disclose confidential compliance information relating to any such suspension.
Paycot may immediately suspend access to the Services where reasonably necessary to protect:
the Client;
Paycot;
payment systems;
third-party service providers;
financial institutions;
other Clients; or
the security of the Company's technology infrastructure.
Security-related suspension may occur where:
authentication credentials are compromised;
unauthorised access is suspected;
malicious software is detected;
cybersecurity incidents occur;
system integrity is threatened; or
other security risks are identified.
Paycot may suspend the Services where required or reasonably considered necessary as a result of:
Applicable Law;
regulatory guidance;
supervisory expectations;
governmental orders;
court orders;
regulatory investigations;
enforcement actions; or
legally binding directions issued by competent authorities.
Nothing in these Terms limits Paycot's ability to comply with mandatory legal obligations.
Suspension need not affect all Services.
Paycot may suspend only:
specific Transactions;
particular payment services;
foreign exchange services;
virtual currency services;
API access;
designated Authorised Users;
individual Accounts;
particular jurisdictions; or
any other part of the Services reasonably identified by the Company.
Where appropriate, unaffected Services may continue to be available.
During any period of suspension, Paycot may:
reject new Orders;
refuse new Transactions;
delay settlement;
restrict Account functionality;
disable API access;
require additional authentication;
impose operational limitations; or
take any other reasonable measures necessary to manage risk.
Unless otherwise agreed in writing, suspension shall not relieve the Client of any payment obligations arising under these Terms.
Where Paycot is required or authorised under Applicable Law to freeze, block, restrict or otherwise prevent access to Client Funds, including pursuant to:
sanctions laws;
anti-money laundering legislation;
counter-terrorist financing legislation;
court orders;
governmental directions;
regulatory requirements;
law enforcement requests; or
any legally binding order issued by a competent authority,
Paycot may immediately freeze or otherwise restrict the relevant Client Funds for as long as required by Applicable Law or the relevant legal or regulatory requirement.
During any such period:
(a) the Client shall have no right to withdraw, transfer or otherwise dispose of the affected Client Funds;
(b) Paycot shall not execute any Transaction involving the affected Client Funds unless permitted or required by Applicable Law;
(c) no interest, yield or other return shall accrue or be payable in respect of the affected Client Funds unless expressly required by Applicable Law; and
(d) Paycot shall not be liable for any loss, damage, delay, loss of profit, business interruption or other consequences arising directly or indirectly from the freezing or restriction of Client Funds where such action is taken in good faith to comply with Applicable Law.
Where legally permitted, Paycot may notify the Client of the relevant restriction. However, Paycot shall not be obliged to provide notice where such notification is prohibited by Applicable Law or would prejudice an investigation or regulatory action.
The Client shall cooperate fully with Paycot during any period of suspension.
Such cooperation includes:
responding to enquiries;
providing requested documentation;
explaining Transactions;
updating customer information;
identifying counterparties;
participating in compliance reviews; and
taking reasonable remedial action where requested.
Failure to cooperate may result in continued suspension or termination of the Services.
A suspension shall remain in effect until Paycot reasonably determines that:
the relevant compliance concerns have been resolved;
requested documentation has been provided;
security risks have been addressed;
operational issues have been resolved;
Applicable Law permits resumption; or
the Company otherwise considers reinstatement appropriate.
Paycot shall determine the duration of any suspension acting reasonably and having regard to its legal and regulatory obligations.
Where the grounds for suspension have been satisfactorily resolved, Paycot may restore access to the affected Services.
Before reinstatement, the Company may require:
updated KYC or KYB documentation;
Enhanced Due Diligence;
renewed verification;
additional security measures;
updated contractual information;
revised operational procedures; or
any other reasonable condition necessary to mitigate identified risks.
Reinstatement remains subject to Applicable Law and Paycot's internal compliance policies.
A decision by Paycot to suspend the Services rather than terminate the business relationship shall not constitute:
a waiver of any breach;
acceptance of the Client's conduct;
a limitation of Paycot's contractual rights;
an election not to pursue other remedies; or
confirmation that future breaches will be treated similarly.
Paycot reserves all rights and remedies available under these Terms and Applicable Law.
Unless otherwise required by Applicable Law or expressly agreed in writing:
accrued Fees shall remain payable;
third-party costs incurred during suspension may remain chargeable;
ongoing service fees may continue where the relevant services remain available; and
the Client shall remain liable for all financial obligations arising before or during the suspension.
Nothing in this Section limits Paycot's right to recover outstanding amounts owed by the Client.
To the fullest extent permitted by Applicable Law, Paycot shall not be liable for any loss, delay, cost or damage arising directly or indirectly from any suspension implemented in good faith:
to comply with Applicable Law;
to satisfy regulatory obligations;
to conduct compliance reviews;
to investigate suspected misconduct;
to protect the security of the Services;
to prevent fraud or financial crime;
to address operational risks; or
to respond to Force Majeure Events.
Nothing in this Section excludes liability that cannot lawfully be excluded under Applicable Law.
Either Party may terminate the business relationship in accordance with these Terms and any applicable written agreement between the Parties.
Termination may apply to:
the entire business relationship;
one or more individual Services;
a specific Account;
a particular API integration;
a designated Service module; or
any combination of the foregoing, where appropriate.
Termination shall not affect any rights or obligations that accrued prior to the effective date of termination.
Subject to any minimum contractual commitment or notice period agreed in writing, the Client may terminate the Services by providing written notice to Paycot.
Before termination becomes effective, the Client shall:
complete or cancel pending Transactions where possible;
pay all outstanding Fees;
provide any information reasonably required to complete outstanding compliance obligations;
return or destroy Confidential Information where required; and
comply with any reasonable offboarding procedures established by Paycot.
Termination requested by the Client shall become effective only after Paycot has completed any operational and compliance procedures reasonably required to close the business relationship.
Paycot may terminate the business relationship at any time by providing notice to the Client where such notice is permitted by Applicable Law.
Where reasonably practicable, Paycot shall provide reasonable prior notice.
However, no prior notice shall be required where immediate termination is reasonably necessary to:
comply with Applicable Law;
satisfy regulatory obligations;
prevent financial crime;
protect the integrity or security of the Services;
respond to fraud or cybersecurity incidents;
comply with legally binding governmental or judicial orders; or
protect Paycot from material legal, regulatory or operational risk.
Paycot may terminate the Services with immediate effect where:
the Client materially breaches these Terms;
false or misleading information has been provided;
required KYC or KYB requirements are not satisfied;
the Client refuses to cooperate with compliance procedures;
fraudulent activity is identified or reasonably suspected;
sanctions concerns arise;
Applicable Law prohibits continuation of the business relationship;
the Client becomes subject to regulatory restrictions preventing the use of the Services;
insolvency proceedings are commenced against the Client;
the Client enters liquidation, administration or similar insolvency proceedings; or
Paycot reasonably determines that continuation of the relationship presents unacceptable legal, regulatory, financial or reputational risk.
Where Services have been suspended under Section 18 (Suspension of Services) and the circumstances giving rise to the suspension are not resolved within a reasonable period, Paycot may terminate the affected Services or the entire business relationship.
Prior suspension shall not be a prerequisite for termination.
Paycot may terminate the business relationship immediately where required or reasonably considered necessary due to:
changes in Applicable Law;
regulatory guidance;
supervisory expectations;
governmental directives;
court orders;
licensing requirements;
sanctions developments; or
other mandatory legal obligations.
Such termination shall not constitute a breach of these Terms.
Upon termination:
access to the Services may be disabled;
Accounts may be closed;
API credentials may be revoked;
pending Orders may be cancelled where legally and operationally possible;
unexecuted Transactions may be rejected;
ongoing processing may cease where permitted by Applicable Law; and
further use of the Services shall immediately cease.
Termination does not require Paycot to reverse Transactions already executed or legally committed.
Following termination, Paycot may complete, cancel or otherwise manage outstanding Transactions as the Company reasonably considers appropriate, taking into account:
Applicable Law;
payment system rules;
regulatory obligations;
compliance requirements;
contractual commitments;
operational feasibility; and
the legitimate interests of the Parties.
The Company shall not be required to execute new Transactions after the effective date of termination.
Termination shall not affect the Client's obligation to pay:
accrued Fees;
outstanding invoices;
foreign exchange losses properly incurred;
third-party charges;
reimbursement obligations;
indemnity obligations;
costs arising from completed Services; and
any other amounts lawfully payable under these Terms.
Paycot may deduct any outstanding amounts from funds otherwise payable to the Client where permitted by Applicable Law.
Where Paycot holds funds that remain payable to the Client following termination, such funds shall be handled in accordance with:
Applicable Law;
regulatory requirements;
payment system rules;
court orders where applicable;
sanctions obligations; and
Paycot's internal operational procedures.
Paycot may delay the release of funds where required to complete compliance reviews or satisfy legal obligations.
Where Client Funds remain subject to a legal, regulatory or sanctions-related freeze at the time of termination of the business relationship, Paycot shall continue to hold or otherwise deal with such Client Funds strictly in accordance with Applicable Law.
Termination of these Terms shall not:
require Paycot to release frozen Client Funds;
affect any legal restriction imposed upon such funds;
create any obligation to return funds while a legal freeze remains in effect; or
prejudice the rights of any competent governmental authority.
Client Funds shall remain frozen until Paycot is legally permitted or required to release, transfer or otherwise dispose of such funds in accordance with Applicable Law.
Termination shall not require Paycot to delete information that the Company is required or permitted to retain under:
Applicable Law;
regulatory obligations;
record retention requirements;
audit requirements;
legal proceedings;
dispute resolution procedures; or
legitimate internal compliance purposes.
Personal Data shall continue to be processed in accordance with the Privacy Policy and Applicable Data Protection Laws.
Following termination, each Party shall continue to protect the other Party's Confidential Information in accordance with these Terms.
Where requested and where legally permissible, Confidential Information shall be returned or securely destroyed, except where retention is required by Applicable Law or legitimate record retention obligations.
Termination shall not transfer or affect ownership of any Intellectual Property Rights belonging to either Party.
Any licences granted under these Terms shall automatically terminate upon termination of the relevant Services unless their continued operation is expressly contemplated by these Terms or agreed in writing.
The following provisions shall survive termination to the extent applicable by their nature:
payment obligations;
indemnities;
limitation of liability;
confidentiality obligations;
intellectual property provisions;
compliance obligations;
record retention;
dispute resolution;
governing law;
jurisdiction;
audit rights where applicable; and
any provision expressly stated or intended to survive termination.
Termination shall not extinguish rights or liabilities that accrued prior to termination.
To the fullest extent permitted by Applicable Law, Paycot shall not be liable for any loss, cost, damage or lost profits arising solely from the lawful termination of the Services in accordance with these Terms.
This limitation does not apply to liability that cannot lawfully be excluded under Applicable Law.
All Intellectual Property Rights relating to the Services are and shall remain the exclusive property of Paycot or its licensors.
Nothing contained in these Terms transfers ownership of any Intellectual Property Rights from Paycot to the Client.
Except for the limited rights expressly granted under these Terms, the Client acquires no ownership, licence or other proprietary interest in any Intellectual Property belonging to Paycot.
Paycot's Intellectual Property includes, without limitation:
the Paycot name;
trade names;
trademarks;
service marks;
logos;
domain names;
software;
APIs;
source code;
object code;
user interfaces;
website content;
documentation;
technical specifications;
databases;
business processes;
workflows;
algorithms;
know-how;
trade secrets;
reports;
designs;
graphics;
layouts;
proprietary methodologies; and
all improvements, modifications and derivative works relating thereto.
All rights not expressly granted to the Client are reserved by Paycot.
Subject to these Terms, Paycot grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Services solely for the Client's internal business purposes during the term of the business relationship.
The licence granted under this Section:
may be used only by Authorised Users;
may not be assigned;
may not be sublicensed;
may not be transferred to any third party; and
automatically terminates upon suspension or termination of the relevant Services unless otherwise agreed in writing.
The Client may use the Services only in the manner expressly authorised by these Terms.
The Client shall not use Paycot's Intellectual Property:
for unlawful purposes;
outside the scope of the Services;
in any misleading manner;
in a way that infringes Paycot's rights;
in a manner likely to damage Paycot's reputation; or
in a manner inconsistent with these Terms.
Except to the extent expressly permitted by Applicable Law, the Client shall not, directly or indirectly:
copy the Services;
reproduce software;
modify software;
create derivative works;
reverse engineer;
decompile;
disassemble;
attempt to obtain source code;
bypass technical protection measures;
remove proprietary notices;
alter copyright notices;
interfere with security mechanisms;
circumvent licence restrictions;
exploit vulnerabilities;
scrape databases or content;
develop competing products using Paycot's proprietary technology; or
otherwise misuse Paycot's Intellectual Property.
Nothing in this Section limits any non-excludable rights granted under Applicable Law.
If the Client provides Paycot with:
suggestions;
recommendations;
ideas;
enhancement proposals;
comments;
technical feedback;
bug reports; or
other feedback relating to the Services,
the Client grants Paycot a perpetual, worldwide, irrevocable, royalty-free, transferable and sublicensable licence to use, modify, implement, reproduce, distribute and otherwise exploit such feedback for any lawful business purpose without compensation to the Client.
The Client represents that it has the necessary rights to grant this licence.
The Client retains ownership of its own Intellectual Property Rights.
Nothing contained in these Terms transfers ownership of:
the Client's trademarks;
trade names;
logos;
business processes;
software;
documentation;
databases;
confidential information;
proprietary content; or
other Intellectual Property belonging to the Client.
Paycot acquires no ownership interest in the Client's Intellectual Property except to the limited extent necessary to provide the Services.
The Client grants Paycot a limited, non-exclusive, worldwide, royalty-free licence to use, reproduce, process, transmit and store the Client's materials solely to the extent reasonably necessary to:
provide the Services;
process Transactions;
perform compliance obligations;
provide customer support;
maintain security;
comply with Applicable Law;
resolve disputes; and
fulfil contractual obligations.
This licence automatically terminates upon termination of the Services, except where continued use is required by Applicable Law or permitted under these Terms.
Certain components of the Services may incorporate open-source software licensed under separate licence terms.
Where applicable:
the relevant open-source licences shall apply to those components;
nothing in these Terms restricts any rights granted under applicable open-source licences; and
the open-source licence shall prevail in the event of any inconsistency relating solely to the relevant open-source software.
The Services may include software, content, technology or other materials owned by third parties.
Such materials remain the property of their respective owners and may be subject to separate licence terms.
The Client shall comply with any applicable third-party licence conditions communicated by Paycot.
The Client shall not use Paycot's:
name;
trademarks;
logos;
trade dress;
service marks;
branding;
marketing materials; or
other brand assets,
without Paycot's prior written consent.
Unless otherwise agreed in writing, the Client shall not imply any partnership, endorsement, sponsorship or affiliation with Paycot beyond the existence of the contractual relationship established under these Terms.
Except for the limited licence expressly granted under these Terms, all Intellectual Property Rights are expressly reserved by Paycot and its licensors.
No implied licence shall arise through:
use of the Services;
course of dealing;
course of performance;
commercial practice;
estoppel; or
any other legal doctrine,
unless expressly required by Applicable Law.
The Client shall promptly notify Paycot if it becomes aware of:
unauthorised use of the Services;
infringement of Paycot's Intellectual Property;
misuse of Paycot's trademarks;
software piracy;
security vulnerabilities affecting proprietary technology; or
any suspected violation of this Section.
The Client shall reasonably cooperate with Paycot in protecting its Intellectual Property Rights where requested.
The Client acknowledges that unauthorised use of Paycot's Intellectual Property may cause irreparable harm that cannot be adequately compensated by monetary damages alone.
Accordingly, Paycot shall be entitled, subject to Applicable Law, to seek injunctive relief, equitable remedies or other appropriate legal remedies in addition to any other rights or remedies available under these Terms or Applicable Law.
The provisions of this Section shall survive suspension or termination of the business relationship to the extent necessary to protect the Intellectual Property Rights of Paycot, the Client and any applicable third-party licensors.
Termination of the Services shall not affect ownership of any Intellectual Property Rights existing prior to termination.
This Section governs the liability of the Parties arising out of or in connection with:
these Terms;
the Services;
any Transaction;
the business relationship between the Parties; or
any act or omission relating to the provision or use of the Services.
The limitations contained in this Section apply to the fullest extent permitted by Applicable Law.
Paycot shall perform the Services using reasonable care, skill and diligence consistent with the nature of the Services and its legal and regulatory obligations.
Except where expressly provided otherwise in these Terms, Paycot does not warrant that:
every Transaction will be completed;
the Services will be uninterrupted;
the Services will always be available;
third-party systems will operate without interruption;
processing times will meet any specific deadline; or
the Services will be free from errors beyond Paycot's reasonable control.
Paycot shall not be responsible for acts or omissions of independent third parties, including:
correspondent banks;
beneficiary financial institutions;
payment systems;
clearing systems;
settlement institutions;
liquidity providers;
blockchain networks;
telecommunications providers;
internet service providers;
cloud service providers; or
other independent third-party service providers.
This applies even where such third parties are involved in providing the Services.
Paycot shall not be liable for any loss arising directly or indirectly from actions taken in good faith to comply with:
Applicable Law;
regulatory requirements;
sanctions obligations;
anti-money laundering obligations;
court orders;
governmental requests;
law enforcement requests;
payment system rules; or
internal compliance procedures reasonably implemented by the Company.
Such actions may include delaying, rejecting, suspending, investigating or reporting Transactions.
Paycot shall not be liable for losses arising from:
inaccurate Instructions;
incomplete Orders;
incorrect beneficiary details;
incorrect account information;
incorrect wallet addresses;
inaccurate payment references;
unauthorised use of valid authentication credentials;
errors originating from the Client; or
Instructions submitted by Authorised Users.
The Client bears sole responsibility for verifying all information before submission.
Paycot shall not be liable for losses resulting from:
exchange rate fluctuations;
foreign exchange market volatility;
liquidity shortages;
virtual currency price volatility;
market disruption;
blockchain network conditions; or
changes in market pricing.
The Client accepts the commercial risks associated with market movements.
To the fullest extent permitted by Applicable Law, Paycot shall not be liable for interruptions or delays resulting from:
scheduled maintenance;
emergency maintenance;
software failures;
hardware failures;
internet outages;
telecommunications failures;
cyberattacks affecting third parties;
blockchain network congestion;
payment infrastructure failures;
utility failures; or
Force Majeure Events.
The Company shall use commercially reasonable efforts to restore affected Services as soon as reasonably practicable.
To the fullest extent permitted by Applicable Law, Paycot shall not be liable for any indirect, incidental, consequential, exemplary, special or punitive damages.
Without limitation, Paycot shall not be liable for:
loss of profits;
loss of revenue;
loss of anticipated savings;
loss of business opportunities;
loss of contracts;
loss of goodwill;
loss of reputation;
business interruption;
loss of production;
loss of customers;
loss of data;
loss of expected commercial advantage; or
any indirect or consequential financial loss,
whether arising in contract, tort (including negligence), statutory duty or otherwise.
To the fullest extent permitted by Applicable Law, Paycot's aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees actually paid by the Client to Paycot for the Services giving rise to the relevant claim during the twelve (12) months immediately preceding the event giving rise to the claim.
Where Applicable Law prohibits such limitation, Paycot's liability shall be limited to the maximum extent permitted by Applicable Law.
Paycot shall not be liable for delays in performing its obligations where such delays result from:
compliance reviews;
requests for additional information;
sanctions screening;
fraud prevention measures;
payment system processing;
correspondent banking procedures;
governmental actions;
regulatory requirements; or
circumstances beyond the Company's reasonable control.
Estimated processing times are indicative only.
The Client remains solely responsible for:
its commercial decisions;
selection of counterparties;
accuracy of Instructions;
compliance with Applicable Law;
payment purposes;
tax obligations;
business activities;
internal authorisation procedures; and
safeguarding authentication credentials.
Paycot does not assume responsibility for the Client's commercial decisions or business operations.
Each Party shall take reasonable steps to mitigate any loss arising from an event giving rise to a claim under these Terms.
Failure by a Party to take reasonable mitigation measures may reduce the amount of recoverable damages to the extent permitted by Applicable Law.
The Client shall notify Paycot in writing of any claim relating to the Services without undue delay after becoming aware of the circumstances giving rise to the claim.
Any delay in providing notice may be taken into account when determining the availability or extent of any remedy, to the extent permitted by Applicable Law.
Nothing in this Section limits any mandatory statutory limitation period.
Nothing contained in these Terms shall exclude or limit liability for:
fraud;
fraudulent misrepresentation;
wilful misconduct;
gross negligence where liability cannot lawfully be excluded;
death or personal injury caused by negligence where exclusion is prohibited by Applicable Law; or
any other liability that cannot lawfully be excluded or limited.
Where Applicable Law prohibits exclusion or limitation of liability, these Terms shall be interpreted accordingly.
The Parties acknowledge that:
the Fees charged by Paycot reflect the allocation of risk set out in these Terms;
the limitations of liability contained in this Section are reasonable and commercially justified;
each Party has had the opportunity to obtain independent legal advice before entering into these Terms; and
absent these limitations, the commercial basis upon which the Services are provided would be materially different.
No third party shall have any right to recover damages from Paycot under these Terms solely because it has suffered loss arising from the Client's use of the Services.
Nothing in this Section limits any rights that a third party may have under Applicable Law independently of these Terms.
The provisions of this Section shall survive suspension or termination of the Services and shall continue to apply to all claims arising from events occurring before or after termination to the extent permitted by Applicable Law.
To the fullest extent permitted by Applicable Law, the Client shall indemnify, defend and hold harmless Paycot, its affiliates, directors, officers, employees, contractors, agents and representatives from and against any losses, liabilities, damages, claims, actions, proceedings, penalties, fines, costs and expenses (including reasonable legal and professional fees) arising out of or in connection with:
the Client's breach of these Terms;
the Client's violation of Applicable Law;
the Client's negligent or wrongful acts or omissions;
fraud committed by or on behalf of the Client;
misuse of the Services;
inaccurate or misleading information provided by the Client;
unauthorised Transactions attributable to the Client;
infringement of third-party rights by the Client; or
any act or omission for which the Client is legally responsible.
The Client shall indemnify Paycot against any third-party claim arising from:
the Client's use of the Services;
the Client's business activities;
Transactions initiated by or on behalf of the Client;
the Client's products or services;
the Client's contractual relationships with third parties;
regulatory breaches attributable to the Client; or
any unlawful conduct by the Client.
This indemnity applies regardless of whether the claim is brought by:
customers;
counterparties;
financial institutions;
payment systems;
regulators;
governmental authorities; or
any other third party.
The Client shall indemnify Paycot against any losses arising from regulatory action attributable to the Client's conduct, including where such action results from:
inaccurate KYC or KYB information;
sanctions violations;
anti-money laundering breaches;
counter-terrorist financing violations;
fraud;
misleading regulatory disclosures;
unlawful Transactions; or
failure by the Client to comply with Applicable Law.
Nothing in this Section limits Paycot's own regulatory obligations.
The Client shall indemnify Paycot against any tax, duty, levy, interest or penalty imposed upon Paycot as a direct consequence of:
inaccurate information provided by the Client;
incorrect tax representations;
the Client's failure to comply with applicable tax obligations; or
any tax liability properly attributable to the Client.
This provision does not apply where the liability results solely from Paycot's own tax obligations.
The Client shall indemnify Paycot against any claim alleging that materials, content, software, trademarks, documentation or other information supplied by the Client infringe the Intellectual Property Rights or other proprietary rights of any third party.
The Client shall promptly replace or modify any infringing materials where reasonably requested by Paycot.
The Client shall indemnify Paycot against any claim arising from:
inaccurate Client Data;
unlawful processing instructions provided by the Client;
unauthorised disclosure by the Client;
infringement of privacy rights caused by the Client; or
the Client's failure to obtain any necessary consents or permissions.
Nothing in this Section limits Paycot's obligations under Applicable Data Protection Laws.
Where Paycot seeks indemnification under this Section, the Company shall:
notify the Client within a reasonable time after becoming aware of the relevant claim, unless prohibited by Applicable Law;
provide reasonable information regarding the claim;
permit the Client to participate in the defence of the claim where appropriate; and
take commercially reasonable steps to avoid unnecessary losses.
Failure to provide prompt notice shall not release the Client from its indemnity obligations except to the extent the Client is materially prejudiced by the delay.
Subject to Applicable Law and Paycot's regulatory obligations, the Client may participate in the defence or settlement of any indemnified claim.
However, the Client shall not settle any claim that:
admits liability on behalf of Paycot;
imposes obligations upon Paycot;
affects Paycot's regulatory position;
prejudices Paycot's reputation; or
otherwise adversely affects Paycot,
without Paycot's prior written consent, such consent not to be unreasonably withheld or delayed.
Paycot may assume exclusive control of the defence where reasonably necessary to protect its legal or regulatory interests.
The Client shall not be required to indemnify Paycot to the extent that the relevant loss results directly from:
Paycot's fraud;
Paycot's fraudulent misrepresentation;
Paycot's wilful misconduct;
Paycot's gross negligence where liability cannot lawfully be excluded; or
any other circumstance for which indemnification is prohibited by Applicable Law.
The Client bears the burden of demonstrating that such exclusion applies.
Paycot shall use commercially reasonable efforts to mitigate losses that are subject to indemnification under this Section.
The Client shall cooperate with Paycot where reasonably necessary to minimise such losses.
Nothing in this Section requires Paycot to take actions that would conflict with Applicable Law or regulatory obligations.
The indemnities contained in these Terms shall survive suspension or termination of the Services and shall continue to apply to claims arising from acts, omissions, Transactions or events occurring before or after termination where such claims relate to the business relationship established under these Terms.
The indemnities provided in this Section are cumulative and are in addition to any other rights or remedies available to Paycot under:
these Terms;
Applicable Law;
equity; or
any separate agreement between the Parties.
Exercise of any indemnity right shall not prevent Paycot from pursuing any other available legal or contractual remedy.
Amounts recoverable under this Section include, to the fullest extent permitted by Applicable Law:
reasonable legal fees;
expert fees;
investigation costs;
regulatory response costs;
audit expenses;
court costs;
settlement amounts approved in accordance with these Terms;
enforcement expenses; and
other reasonable costs directly incurred in connection with the relevant claim.
Paycot shall maintain reasonable records supporting the amounts claimed.
The Client's indemnity obligations shall not be reduced, limited or discharged by:
the existence of insurance maintained by either Party;
any recovery from third parties;
any contractual limitation applicable between the Client and another person; or
any failure by the Client to maintain insurance.
Any insurance proceeds received by Paycot in respect of an indemnified loss shall be taken into account solely to prevent double recovery.
The collection, use, disclosure, storage and other processing of Personal Data by Paycot are governed by the Paycot Privacy Policy, which forms an integral part of these Terms and is available on the Paycot Website.
The Privacy Policy describes, among other matters:
the categories of Personal Data collected;
the purposes and legal bases of processing;
international data transfers;
retention periods;
data subject rights;
the use of cookies and similar technologies;
contact details for privacy-related enquiries; and
other information required under Applicable Data Protection Laws.
The Client acknowledges that it has reviewed, or has had the opportunity to review, the Privacy Policy before using the Services.
Paycot acts as an independent Data Controller where it determines the purposes and means of processing Personal Data for its own legal, regulatory or operational purposes.
Without limitation, Paycot acts as a Data Controller when processing Personal Data for:
customer onboarding;
KYC and KYB procedures;
identity verification;
AML, CTF and sanctions compliance;
fraud prevention;
transaction monitoring;
regulatory reporting;
compliance with court orders or lawful requests from competent authorities;
internal risk management;
security monitoring;
complaint handling;
legal claims;
record retention; and
compliance with Applicable Law.
In such cases, Paycot processes Personal Data in accordance with its own legal obligations and legitimate business interests, as described in the Privacy Policy.
Where Paycot processes Personal Data solely on behalf of, and in accordance with the documented instructions of, a Client in connection with the provision of the Services, Paycot shall act as a Data Processor to the extent required by Applicable Data Protection Laws.
In such circumstances:
(a) the Client acts as the Data Controller unless otherwise provided by Applicable Law;
(b) Paycot shall process Personal Data only in accordance with the Client's documented instructions, except where processing is required by Applicable Law;
(c) Paycot may engage authorised sub-processors where reasonably necessary for the provision of the Services, subject to appropriate contractual safeguards; and
(d) where required by Applicable Data Protection Laws, the Parties shall enter into an appropriate Data Processing Agreement ("DPA") governing such processing.
Where Paycot acts as a Data Processor but is independently required by Applicable Law to process Personal Data as a Data Controller, including for AML, CTF, sanctions compliance, fraud prevention, regulatory reporting or other statutory obligations, such processing shall be carried out by Paycot in its capacity as an independent Data Controller.
Nothing in these Terms or any Data Processing Agreement shall restrict Paycot from complying with its own legal or regulatory obligations.
Paycot is committed to handling complaints fairly, consistently and within a reasonable timeframe.
Clients who are dissatisfied with any aspect of the Services are encouraged to submit their concerns promptly so that they may be investigated and, where appropriate, resolved.
Nothing in this Section limits any rights available to the Client under Applicable Law.
Complaints should be submitted in writing through the communication channels designated by Paycot.
A complaint should include, where applicable:
the Client's name;
Account or customer reference details;
contact information;
a description of the relevant facts;
the affected Transaction(s), if any;
supporting documentation; and
the remedy sought.
Paycot may request additional information where reasonably necessary to investigate the complaint.
Upon receipt of a complaint, Paycot shall:
acknowledge receipt where appropriate;
review the information provided;
investigate the relevant circumstances;
request additional information where reasonably necessary;
consider the applicable contractual and legal requirements; and
provide a response within a reasonable period, taking into account the complexity of the matter.
Where additional time is reasonably required, Paycot may notify the Client that the investigation remains ongoing.
The Client shall cooperate with Paycot during the investigation of any complaint.
Such cooperation may include:
providing additional documentation;
clarifying factual circumstances;
confirming Transaction details;
identifying relevant counterparties;
responding to reasonable requests for information; and
taking reasonable steps to assist the investigation.
Failure to cooperate may delay the investigation or affect Paycot's ability to resolve the complaint.
Where a complaint concerns a Transaction, Paycot may request information including:
payment instructions;
payment references;
beneficiary information;
timestamps;
correspondence;
invoices;
contractual documentation; or
other supporting evidence reasonably relevant to the matter.
Submission of a complaint does not require Paycot to suspend, reverse or cancel any Transaction where such action would be inconsistent with Applicable Law, payment system rules or operational requirements.
Where a complaint concerns matters that are subject to regulatory investigation or legal restrictions, Paycot may limit the information provided to the Client where disclosure:
is prohibited by Applicable Law;
could prejudice an investigation;
could compromise fraud prevention measures;
could interfere with law enforcement activities; or
would otherwise conflict with Paycot's legal or regulatory obligations.
Nothing in this Section prevents Paycot from cooperating with competent authorities.
Where a complaint involves suspected fraud, unauthorised access, cybersecurity incidents or other security concerns, Paycot may:
suspend relevant Services;
conduct internal investigations;
request additional verification;
involve specialist service providers;
notify competent authorities where required;
implement additional security measures; or
take any other reasonable action necessary to protect the integrity of the Services.
The Client shall cooperate fully with any such investigation.
Following completion of its investigation, Paycot may, where appropriate:
reject the complaint;
uphold the complaint in whole or in part;
provide additional information;
correct operational errors;
implement remedial measures;
offer an appropriate resolution; or
take any other action considered reasonable under the circumstances.
Any resolution shall be subject to Applicable Law and these Terms.
Nothing in these Terms prevents the Parties from seeking to resolve disputes through:
good faith negotiations;
mediation;
settlement discussions; or
any other lawful alternative dispute resolution procedure agreed between the Parties.
Participation in any alternative dispute resolution process shall be voluntary unless otherwise required by Applicable Law.
Nothing in this Section prevents either Party from commencing legal proceedings where:
settlement cannot be achieved;
urgent judicial relief is required;
interim remedies are necessary;
Applicable Law requires judicial proceedings; or
another Party's rights require immediate legal protection.
The commencement of legal proceedings does not relieve either Party from continuing to perform any obligations that are capable of performance during the dispute, unless otherwise required by Applicable Law or ordered by a court of competent jurisdiction.
Paycot may retain records relating to any complaint or dispute for the period required by:
Applicable Law;
regulatory requirements;
internal compliance policies;
legal proceedings;
audit requirements; or
legitimate business purposes.
Such records may include communications, Transaction data, investigation materials and supporting documentation.
Unless otherwise required by Applicable Law, each Party shall bear its own costs associated with:
preparing complaints;
responding to complaints;
negotiations;
mediation; and
dispute resolution procedures,
except where a court, arbitral tribunal or other competent authority determines otherwise.
Nothing in this Section limits either Party's right to recover costs where permitted by Applicable Law or awarded by a competent authority.
The Parties shall act in good faith when seeking to resolve complaints and disputes arising under these Terms.
Neither Party shall knowingly provide false, misleading or incomplete information during any complaint or dispute resolution process.
The submission of a complaint does not:
suspend the Client's payment obligations;
extend contractual deadlines;
create any admission of liability by Paycot;
prevent Paycot from complying with Applicable Law;
require Paycot to disclose confidential compliance information; or
prejudice any legal rights or remedies available to either Party.
This Section shall survive suspension or termination of the Services and shall continue to apply to complaints, claims and disputes arising out of or relating to the business relationship between the Parties.
These Terms, any agreement incorporating these Terms, and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction.
Subject to any mandatory provisions of Applicable Law, the courts of the Province of Newfoundland and Labrador shall have exclusive jurisdiction to hear and determine any dispute, controversy or claim arising out of or in connection with:
these Terms;
the Services;
any Transaction;
the business relationship between the Parties; or
any non-contractual obligation connected with these Terms.
Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on forum non conveniens or similar doctrine, to the fullest extent permitted by Applicable Law.
Nothing in these Terms shall exclude, restrict or prejudice any mandatory rights, remedies or protections that cannot lawfully be waived or excluded under Applicable Law.
Where any mandatory legal provision requires a dispute to be heard in another jurisdiction or under another legal framework, that mandatory provision shall prevail solely to the extent required by law.
Before commencing formal legal proceedings, the Parties shall use commercially reasonable efforts to resolve any dispute through good faith discussions.
Nothing in this Section shall prevent either Party from seeking:
interim relief;
injunctive relief;
preservation orders;
regulatory remedies;
enforcement of intellectual property rights; or
any other urgent remedy available under Applicable Law.
Nothing in these Terms limits Paycot's ability to:
communicate with competent regulatory authorities;
comply with supervisory requirements;
report matters to financial intelligence units;
cooperate with law enforcement agencies;
comply with court orders; or
fulfil any obligation imposed by Applicable Law.
The exercise of such rights shall not constitute a breach of these Terms.
Unless otherwise required by Applicable Law or applicable procedural rules, legal notices and documents relating to any dispute may be served in accordance with the notice provisions contained in these Terms.
Nothing in this Section limits any method of service expressly required by a court of competent jurisdiction.
Any claim arising out of or relating to these Terms shall be brought within the limitation period prescribed by the Applicable Law governing the relevant claim.
Nothing in these Terms shall shorten or exclude any mandatory statutory limitation period.
If any provision of this Section is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
Any invalid provision shall, to the extent possible, be interpreted in a manner that most closely reflects its original commercial purpose while remaining enforceable under Applicable Law.
Unless prohibited by Applicable Law or otherwise impossible due to the nature of the dispute, the Parties shall continue to perform their respective obligations under these Terms during the resolution of any dispute.
Paycot may continue to exercise its compliance, security and risk management rights throughout any dispute resolution process.
The Parties acknowledge that electronic records maintained by Paycot in the ordinary course of business, including:
electronic communications;
transaction records;
authentication logs;
security logs;
compliance records;
audit trails;
account records; and
system-generated records,
may be used as evidence in any judicial, regulatory or administrative proceedings, subject to Applicable Law and the rules of evidence of the relevant court or tribunal.
A judgment or order obtained from a court of competent jurisdiction may be enforced in any jurisdiction where enforcement is legally available, subject to Applicable Law and any applicable international treaties or reciprocal enforcement arrangements.
Nothing in these Terms restricts Paycot's right to seek enforcement of judgments, interim measures or protective orders in any jurisdiction where the Client or its assets are located.
The provisions of this Section shall survive suspension or termination of the Services and shall continue to govern any dispute arising from or relating to the business relationship between the Parties, including disputes arising after termination.
These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between the Parties in relation to the Services and supersede all prior discussions, negotiations, representations, understandings and agreements relating to the same subject matter, whether oral or written.
Each Party acknowledges that it has not relied upon any representation, warranty or statement not expressly set out in these Terms, except where such reliance cannot lawfully be excluded under Applicable Law.
Paycot may amend these Terms from time to time where reasonably necessary to:
comply with Applicable Law;
reflect regulatory developments;
improve the Services;
address operational or security requirements;
introduce new functionality;
clarify existing provisions; or
reflect changes to Paycot's business operations.
Where practicable and required by Applicable Law, Paycot shall provide reasonable notice before material amendments become effective.
Continued use of the Services after the effective date of the amended Terms constitutes acceptance of the amendments, unless Applicable Law requires a different process.
The Client shall not assign, transfer, delegate, novate or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of Paycot.
Paycot may assign, transfer, novate or otherwise transfer its rights or obligations under these Terms:
to an affiliate;
as part of a corporate reorganisation;
in connection with a merger, acquisition or sale of business;
to a successor in title; or
where otherwise permitted by Applicable Law,
provided that such transfer does not materially reduce the Client's legal rights under these Terms.
Paycot may engage subcontractors, service providers and professional advisers to perform functions relating to the Services.
Paycot shall remain responsible for the performance of its contractual obligations under these Terms notwithstanding such subcontracting, except where Applicable Law provides otherwise.
Nothing contained in these Terms creates or shall be interpreted as creating:
a partnership;
a joint venture;
an employment relationship;
an agency relationship;
a fiduciary relationship; or
any authority for either Party to bind the other,
unless expressly agreed in writing.
Neither Party may make representations or commitments on behalf of the other Party.
Failure or delay by either Party in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.
Any waiver shall be effective only if made expressly in writing and shall apply solely to the specific matter for which it is given.
A single or partial exercise of any right shall not prevent any further exercise of that right or any other right.
If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it enforceable.
If modification is not possible, the relevant provision shall be deemed severed without affecting the validity or enforceability of the remaining provisions.
The remaining provisions shall continue in full force and effect.
Neither Party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results directly from a Force Majeure Event.
The affected Party shall use commercially reasonable efforts to:
minimise the effects of the Force Majeure Event;
resume performance as soon as reasonably practicable; and
notify the other Party where appropriate, unless prevented by the nature of the event.
Nothing in this Section relieves either Party of payment obligations that accrued before the Force Majeure Event occurred.
The Parties agree that communications relating to the Services may be made electronically, including through:
email;
secure online portals;
API notifications;
electronic dashboards;
authenticated messaging systems; or
other electronic communication methods designated by Paycot.
Electronic communications satisfying the requirements of Applicable Law shall have the same legal effect as communications in paper form.
To the fullest extent permitted by Applicable Law, the Parties agree that electronic signatures, electronic acceptance mechanisms and other legally recognised electronic methods of executing agreements may be used in connection with the Services.
No Party shall deny the legal validity of an agreement solely because it was executed electronically, except where Applicable Law requires a different form.
Except as expressly provided in these Terms, no person who is not a Party to these Terms shall have any right to enforce any provision of these Terms solely by virtue of being a third party.
Nothing in this Section affects any right or remedy available to a third party under Applicable Law independently of these Terms.
These Terms are executed in the English language.
If Paycot provides translations of these Terms for convenience only, the English version shall prevail in the event of any inconsistency or conflict, to the fullest extent permitted by Applicable Law.
Unless the context otherwise requires:
headings are included for convenience only and do not affect interpretation;
references to the singular include the plural and vice versa;
references to one gender include all genders;
the words "including", "includes" and "in particular" shall be interpreted as being without limitation;
references to legislation include amendments, replacements and subordinate legislation;
references to a "person" include natural persons, corporations, partnerships, trusts, governmental authorities and other legal entities;
references to writing include electronic communications where recognised by Applicable Law; and
references to Sections are references to Sections of these Terms.
Each Party shall execute such documents and perform such further acts as may be reasonably necessary to give full effect to these Terms and the lawful intentions of the Parties.
Any provision of these Terms which by its nature is intended to survive suspension or termination shall remain in full force and effect, including, without limitation, provisions relating to:
payment obligations;
confidentiality;
compliance;
intellectual property;
limitation of liability;
indemnification;
data protection;
dispute resolution;
governing law;
jurisdiction;
record retention; and
any accrued rights or obligations.
Except where expressly stated otherwise, the rights and remedies provided under these Terms are cumulative and are in addition to any rights or remedies available under Applicable Law.
The exercise of one right or remedy shall not prevent the exercise of any other right or remedy.
Unless otherwise agreed in writing, any notice required or permitted under these Terms shall:
be made in writing;
be sent using the communication channels designated by Paycot;
identify the sender and the relevant Account or business relationship where applicable; and
be deemed received in accordance with the applicable communication method and Applicable Law.
Paycot may rely on the most recent contact information provided by the Client until notified of any change.
By accessing the Platform, opening an Account, or using any Services, the Client expressly confirms, warrants, and agrees that:
(a) these Terms constitute the complete agreement governing the Services between the Parties;
(b) Paycot may amend these Terms in accordance with this Section and Applicable Law;
(c) electronic communications and electronic signatures may be used for the administration and operation of the Services where permitted by Applicable Law;
(d) no partnership, agency or fiduciary relationship is created by these Terms;
(e) if any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect; and
(f) the rights and remedies available under these Terms are cumulative and are in addition to those available under Applicable Law.
(g) Entire Agreement: These Terms, together with the Fee Schedule and Privacy Policy, constitute the complete and exclusive agreement between the Parties, superseding all prior oral or written agreements;
(h) Regulatory Understanding: The Client understands the regulatory status of Paycot, including that Paycot is not a bank, does not accept deposits, and that virtual currency services are provided solely as an ancillary component of payment processing;
(i) Accuracy & Compliance: All information, documentation, and details provided during onboarding (KYC/KYB) and ongoing operations are true, accurate, and complete, and the Client will comply with all applicable AML/CFT laws and sanctions regulations;
(g) Risk Acceptance: The Client acknowledges and accepts all financial, operational, and market risks associated with foreign exchange transactions and virtual currency volatility;
(k) Electronic Signature & Communications: Electronic notices, agreements, and signatures shall have the same legal force and effect as physical paper documents; and
(l) Independent Legal Advice: The Client has read, fully understood, and had the opportunity to seek independent legal or financial advice regarding these Terms prior to accepting them.
(m) the Client remains responsible for all taxes, duties and governmental charges applicable to its use of the Services, except where Applicable Law provides otherwise.
(n) FX services are provided solely in connection with payment-related activities;
(o) exchange rates may fluctuate continuously before execution;
(p) indicative quotations are not binding unless expressly confirmed by Paycot;
(r) every FX transaction remains subject to compliance review and operational availability;
(t) Paycot may refuse, delay or cancel FX transactions where reasonably necessary to comply with Applicable Law or protect the integrity of the Services; and
(q) the Client assumes all commercial risks associated with currency conversion, except to the extent expressly provided otherwise in these Terms.
(s) compliance with AML, CTF and sanctions requirements is fundamental to the provision of the Services;
(t) Paycot may conduct compliance reviews at any time during the business relationship;
(u) the Company may delay, reject or suspend Transactions where reasonably necessary to comply with Applicable Law;
(v) Paycot may request additional information or documentation without prior notice;
(w) the Company may report information to competent authorities where legally required or permitted; and
(x) compliance obligations shall prevail over commercial convenience or processing time expectations.